EFTA01339374

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ORFA Ship DSc 21JUL11 AdWgt 1.0 LB 1006471346/NET3180 kl? e e ntNnplznrL SNIP TO: (405) (41.4663 Tonya Butler Insured Aircraft Title Service, Inc 4848 SW 36TH ST BILL SENDER OKLAHOMA CITY, OK 73179 Nti vaof Nig2n_-vitos Ref Woke P00 OWN IRK" 7973 3001 7134 X1 OKCA After printing this 1. Use On Print' tabu on all pogo t° out )auboa to your low a inka Palter. 2. Fold the pilled page along the horizontal Inc, 3. Mace Ube, in shiptiel pouch and affix It to Cur Wiegman. so Inat the bareocla portion of the label coo I. Warning: Use only tie plated orighili tsiset for slipping_ Using a plustozopy of ON tied br 1.49,: ") co. oo veldt In acidef oriel Wing chaps*. Wog WM me cancellation of yew Fee AcCescit number. Un often to ns ecnsilMes yea to en orrice wadable bray ossere Fon Sonsoo Coin. serobla en 1rnswom soarsMt rot be nionetelti• loony dein In seen $100 ;Khios Went ea milt of Ion drag. delay. non-cishory,meorennses abiniceirraikt. UMW YOU if Sane • ItItsr wan**si 0depel On" donned your actual bas and Penang. WilratiMattensloordis • &nice *Ain*. Your deist to recover oars FeeWary Ipso. Inclottirn laths,* nano, ine e—ensm bn of elloseiiolfei •Ikeneys fees. as adwin/ b dome Weer Seal Ingdantalwasnonall. or pais' ailed totho armlet Sp avenged iSegered vein. 890)Vely te at mood neat 'barons, IntAletnum far Yarn a adriadingyWhie WO meta insatments and cense San DOW 10 ow SwhinGui3e. Wrenn dam neat POW pals, hops://Www.fedex.COM/ShippIngishipmentConfirmationActiOn.hanglerilet hod =d000ntinue 7/21/11 4S3 PM 1\111/2RE tot a9 FRI - 22 JUL Al FIRST OVERNIGHT 73179 OK. US OKC CONFIDENTIAL Subject to Protective Order IATS - 000005 SDNY_GM_02774 1 10 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260750 EFTA01339378 CONFIDENTIAL Subiect to Protective Order IATS - 000006 SDNYGM02774111 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260751 EFTA01339379 Table of Content 1. Wires In/Out 2. FAA/IR Searches 3. Disbursement Instructions & Authorization 4. Contracts & Legal 5. FM Docs & Filing 6. IR Forms & Filings 7. Closing Packet 8. AML 9. Billing Info f CONFIDENTIAL Subject to Protective Order IATS - 000007 SDNY_GM_02774112 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260752 EFTA01339380 N102AE/N722JE Subject: N 1 62AE/N722JE From: Kim Thompson Date: 5/2/2012 11:51 AM To: Darren Indyke See attached closing statement per your request. Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 Attachments: N162AE.pdf 28.9 KB 1 ol 1 5/2/201211:S1 At CONFIDENTIAL Subject to Protective Order IATS - 000008 SDNY_GM_02774113 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260753 EFTA01339381 Fwd: RE: NS6FE Suoject Fwd: RE: N From:Joan Roberts , Date: Tue, 06 S n 7011 16.10.39 -0500 To: Katie Miller please pull this closed file and order tsar's on the airframe & engines for Jap Blankenship - n/c Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 731 79 Original Message ------- SubjectRE: NS6FE Date:Tue, 6 Sep 2011 20:59:42 +0000 From:Jap Blankens To:'Joan Roberts' Joan, Thanks for the IR Searches. The only item remaining is your post-closing title and lien report, which I assume yo It has been a real pleasure working with you on these matters. Best regards, Jap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1 700 Oklahnma City OK 73102.8820 IRS Circular 230 Notice: Any tax advice included in the text of this message, or in any attachment, CO is not inte This message is sent from a law firm and may contain information that is privileged or confidential. If you receiv Original Messag From: Joan Roberts Sent: Tuesday, September 06, 2011 2:57 PM To: Jap Blankenship; Sharon Owen 1 of 2 9/6/2011 4:34 Pk CONFIDENTIAL Subject to Protective Order lATS - 000009 SDNY_GM_02774114 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260754 EFTA01339382 Fwd: RE: N56FE Subject: NS6FE The final IR Searches are attached. Joan F. Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36 Street Oklahoma City, Oklahoma 73179 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MallScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 2 9/6/2011 4:34 PA CONFIDENTIAL Subject to Protective Order IATS - 000010 SDNY GM_02774115 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260755 EFTA01339383 N722JE/ N I62AE Subject: N722JE / N162AE From: Angie Risley <angier@insuredaircraft.com> Date: Tue, 26 Jul 2011 13:57:42 -0500 To: Geor 'Michael J. Mikolay" , Mike Dwyer Hi! Please see post International Registry title searches for the above aircraft. Have a great day! Thanks, Angie Risley Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 484E S.W. 36th Street 7 162AE IR.pdf 722JE.pdf Content-Type: application/pdf Content-Encoding: base64 162AE IR.pdf IFC- ontent-Type: application/pdf Content-Encoding: base64 7/202011 I :57 PM CONFIDENTIAL Subject to Protective Order IATS - 000011 SDNY_GM_02774116 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260756 EFTA01339384 Closing Call Information for Tomorrow Subject: Closing Call Information for Tomorrow From: Ted Osgood <ted.osgood@guardianjet.com> Date: 2:29 PM To: "Black, Joseph "Keating, John' ennis, Anthony Blankenship Irena Damnjanoska George Reenstra Tonya Butle Joan Roberts CC: Mike Mikolay Mike Dwyer "Marcroft, Coreen' ,lap In anticipation of closing on 162AE and 722JE tomorrow morning at 10:00 AM EST. below is a conference call in number. As of right now, the outstanding issues are: 1) IR registration for Freedom Air: IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI, Freedom and IATS, concerning post closing obligations from the pre buy inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Call in information: 877-856-3961 Code: 4672500 Ted Osgood Aircraft Sales Director Guardian .let, Lit 1445 Boston Post Road Guilford, CT 06437 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/25/2011 2:44 PM CONFIDENTIAL Subject to Protective Order IATS - 000012 SDNY_GM_02774117 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260757 EFTA01339385 Fully Executed Letter Agreements -- N162AE Subject: Fully Executed Letter Agreements -- N162AE 1 or 2 From: Jap Blankenship Date: 11:19 AM To: Anthony Dennis "Joan Roberts "Darren Indyke "Ted Osgood CC: Irene Damnjanoska Attached are copies of the fully executed copies of the following: 1) letter agreement among MI Wings LLC, as Seller, Freedom Air International, Inc., as Purchaser and Insured Aircraft Title Service Inc., as Escrow Agent, relating to the Escrow Agent retention and subsequent distribution of $25,000.00 in connection with the Turbomeca engine matter; and 2) letter agreement between ASI Wings Lit, as Seller and Freedom Air International, Inc., as Purchaser, relating to the list of discrepancies attached to said letter agreement as Schedule 1. Best, lap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 IRS Circular 230 Notice: My tax advice included in the text of this message, or in any attachment, (I) Is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and (II) should not be used In promoting, marketing, or recommending to another patty any transaction or matter addressed herein. This message Is sent IMM a law firm and may contain information that is privileged or conhdendal. If you received this transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. Attachments: DOC.PDF 34.6 KB 7/26/2011 11:25 AM CONFIDENTIAL Subject to Protective Order IATS - 000013 SDNY_GM_02774118 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260758 EFTA01339386 Fully Executed Letter Agreements -- N 162AE DOC.PDF 25.8 KB 2 oft 7/26/2011 11:25 AM CONFIDENTIAL Subject to Protective Order IATS - 000014 SDNY_GM_02774119 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260759 EFTA01339387 Preliminary Acceptance Certificate -- N722lE Subject: Preliminary Acceptance Certificate -- N7221E From: lap Blankenship eJblankenship@fellerssnider.com> Date: 11:23 AM To: "Darren lndyke , "Joan Roberts CC: Irena Damnjanoska Anthony Dennis Attached is a copy of the executed Preliminary Acceptance Certificate covering N7221E. Best, Jap Jap \V. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102.8820 IRS Circular 230 Notice: Any tax advice included in the text of this message, or in any attachment, (i) is not intended or written to be used, and cannot be used, by any taxPaYer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and Pi) should not be used In promoting. marketing, or recommending to another party any transaction or matter addressed herein. this message Is sent from a law firm and may contain information that is prMleged or confidential. If you received this transmission in error, please notify the sender by reply e.mail and delete the message and any attachments. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. Attachments: DOC.PDF 11.7 KB I of 1 CONFIDENTIAL Subject to Protective Order 7/26/2011 11:25 AM IATS - 000015 SDNY_GM_02774120 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260760 EFTA01339388 Preliminary Acceptance Certificate N162AE Subject: Preliminary Acceptance Certificate N162AE From: lap Blankenship < Date: 11:25 AM To: "Joan Roberts CC: Irena Damn'anoska Anthony Dennis 'Darren Indyke (DKIESQ@aol.com}" Attached is a copy of the executed Preliminary Acceptance Certificate covering N162AE. Best, fan Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens I00 N. Broadway, Suite 1700 nkinhnnuiritv nlf 71) gfon IRS Circular 230 Notice: Any tax advice included in the text of this message, or in any attachment (i) Is not Intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and (0) should not be used in promodng, marketing, or recommending to another party any transaction or matter addressed herein. This message Is sent from a law arm and may contain information that Is prNileged or confidential. If you received this transmission In error. please notify the sender by reply email and delete the message and any attachments. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. —Attachments: Preliminary Acceptance Certificate with Attached Side Letters Executed.pdf 544 KB l of l 7/26/2011 11:25 AM CONFIDENTIAL Subject to Protective Order IATS - 000016 SDNY_GM_02774121 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026076I EFTA01339389 N162AE Wiring Instructions Subject: N162AE -- Wiring Instructions From: lap Blankenship Date: 7/25/2011 5:37 PM To: "Joan Roberts CC: Irena Damnjanoska loan: Per our telephone conference, attached are the wiring instructions for ASI Wings LLC. Please note that, as is shown in the Aircraft Purchase Agreement, Aetna Inc. is the Managing Member of ASI Wings LLC. Best, lap Best, lap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Olclrilimmt rift• OK 71107 RAM IRS circular 230 Notice: Any tax advice Included in the text of this message, or In any attachment, (I) is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and hi) should not be used in cramming, marketing, or recommending to another party any transaction or matter addressed herein. this message Is sent from a law firm and may contain Information that is privileged or confidential. if you received this transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. This message has been scanned for viruses and dangerous content by Mailscanner and is believed to be clean. -Attachments: DOC.PDF 15.1 KB loll 7/26/2011 8:14 AM CONFIDENTIAL Subject to Protective Order IATS - 000017 SDNY_GM_02774122 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260762 EFTA01339390 N162AE Letter Agreement Subject: N162AE -- Letter Agreement From: Jap Blankenship Date: 10:01 AM To: AnthonyDennis • "Joan Roberts "Ted Osgood ( "Black, Joseph C CC: Irena Damnjanoska "Darren Indyke Ladies and Gentlemen: The form of the letter agreement among ASI Wings LLC, as Seller, Freedom Air International, Inc., as Purchaser, and IATS, as Escrow Agent, relating to the Escrow Agent's retention and subsequent distribution of $25,000 in connection with the Turbomeca engine matter, has been approved on behalf of ASI Wings and Freedom Air. A copy of the approved form of the agreement is attached hereto. The only change from the form of the agreement which was forwarded to some of you last night was to change the word "Purchaser" to "Seller" in the fourth line from the bottom of the first page of said letter agreement. On the third page, a counterpart of said letter agreement needs to be signed by each of ASI Wings, Freedom Air and IATS, and then each of you should e-mail me in PDF format the letter agreement as so executed. I will then assemble fully-executed counterparts of the executed letter agreement and forward a fully-executed copy to each of you by e-mail. Please let me know if the above should prompt any questions or comments. Best regards, lap lap W. Blankenship Fellers. Snider, Blankenship, Bailey & lippens 100 N. Broadway, Suite 1700 Ok . r ma City OK 73102M20 MS Circular 230 Notice: My tax advice included in the text of this message, or in any attachment, (i) is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and (ii) should not be used in promoting, matting, or recommending to another party any transaction or matter addressed herein. This message is sent from a law firm and may contain information that is privileged or confidential. If you received this transmission in error, please notify the sender by reply equal' and delete the message and any attachments. This message has been scanned for viruses and I oft 7/26/2011 10:06 AM CONFIDENTIAL Subject to Protective Order IATS - 000018 SDNY_GM_02774123 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260763 EFTA01339391 N 162AE • • Letter Agreement dangerous ontent by MailScanner and is believed to be clean. Attachments: Letter Agreement (Turbomeca) ASI -- Freedom N162AE (Rev. 7.26)_vl.doc 32.5 KB 2 o12 7/26/2011 10:06 AM CONFIDENTIAL Subject to Protective Order IATS - 000019 SDNY_GM_02774124 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260764 EFTA01339392 Aetna/Freedom Air Subject: Aetna/Freedom Air From: "George Reenstra' Date: 7/25/2011 5:56 PM To: "Joan Roberts" CC: "Darren Indykc Looks like all the pieces are fitting together to close at 10 am your time. Please retain my 100K from Freedom Air till I figure where to send it. I have copied Freedom Air attorney, Darren Indyke George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E Vernon, NJ 07462 This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. 1 of 1 7/26/2011 9:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000020 SDNY_GM_02774125 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260765 EFTA01339393 Re: Closing Call Information for Tomorrow Subject: Re: Closing Call Information for Tomorrow From: Ted Osgood Date: 9:49 AM To:' CC: Mike Mikola , Mike Dwyer All We are very close, but need another hour. We would like to reschedule the call for 1200 EST using the call in information below. Ted Osgood Guardian let From: Ted Osgood Sent: Monday, July 25. 11 03:29 PM ; Marcroft, Coreen Keating, John Dennis, Anthony J < ; lrena Damnjanoska < ; George Reenstra Tonya Butler Joan Roberts Cc: Mike Mikolay; Mike Dwyer Subject: Closing Call Information for Tomorrow In anticipation of closing on 162AE and 722JE tomorrow morning at 10:00 AM EST, below is a conference call in number. As of right now, the outstanding issues are: 1) IR registration for Freedom Air; IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI, Freedom and IATS, concerning post closing obligations from the pre buy inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Call in information: I of 2 7/26/2011 10:00 AM CONFIDENTIAL Subject to Protective Order IATS - 000021 SDNY_GM_02774126 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260766 EFTA01339394 Re: Closing Call Information for Tomorrow Ted Osgood Aircraft Sales Director Guardian .let, LIA 1445 Boston Post Road Guilford. CT 06437 This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. 2 of 2 7/26/2011 10:00 AM CONFIDENTIAL Subject to Protective Order IATS - 000022 SDNY_GM_02774127 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260767 EFTA01339395 Ille:///C:/Users/IA/AppData/Locaremp/Part 1.2.7.htm The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - O 2011 Darren K. Indyke, PLLC — All rights reserved. *ft Begin forwarded message: From: Darren Indyke Date: July 25, 2011 5:54:36 PM EDT To: Jap Blankenshi Cc: "Joan Roberts Damnjanoska Subject: Re: N162AE, N722JE Mr Epstein is sole member of FSF, LLC which is sole stockholder of freedom air Sent from my iPhone On Jul 25, 2011, at 5:25 PM, Jap Blankenship Darren: wrote: , Irena We just received the following email from Joan Roberts relating to Jeffrey Epstein. As this apparently relates to your client, please follow up with Joan regarding the same. Thanks, Jap Jap W. Blankenship Fellers, Snider, Blankenship, or 3 7/26/2011 8:09 AM CONFIDENTIAL Subject to Protective Order IATS - 000023 SDNYGM_02774128 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260768 EFTA01339396 file:///ClUsersiltVAppDala/Localffemp/Pan Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 Phone Fax: E-Mai IRS Circular 230 Notice: Any tax advice included in the text of this message, or in any attachment, (i) is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and (ii) should not be used in promoting, marketing, or recommending to another party any transaction or matter addressed herein. This message is sent from a law firm and may contain information that is privileged or confidential. If you received this transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. ----Original Message--- From: Joan Robertl Sent: Monday, July 25, 2011 4:02 PM To Subject: N162AE, N722JE Jap Blankenship We just received the $1,404,945.00 from Jeffrey Epstein. In order to do our due diligence,1 will need a copy of Mr. Epstein's passport as soon as possible. Also, I will need some explanation of of 3 7/26/2011 8:09 AM CONFIDENTIAL Subject to Protective Order IATS - 000024 SDNY_GM_02774129 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260769 EFTA01339397 file:///C:Msers/IA/AppDatanscalfremp/Part 1.2.7.htin who Mr. Epstein is and how he is involved in this transaction. Joan F. Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36 Street Oklahoma City, Oklahoma 73179 Phone: Fax: www.insuredaircraft.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. of 3 7O6/2011 8:09 AM CONFIDENTIAL Subject to Protective Order IATS - 000025 SDNY_GM_02774130 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260770 EFTA01339398 CONFIDENTIAL SIONATURI OF DEANA t & GNAT • LRAM( / AMA Ott TITULAR tomewatto :IMP notro'et tram!. .AA„lxv: seviestmitasititioNO REY EDWARD tyrosocomendraws. UNWED STATES OF AMERICA Os:sten/0ot NeOctetIFtea de oxifloir10 ,:,,R0Jan 1953 . - PIL-. dtlf0Rrt F udIjSt itrgeNtins.' -oasorimegoleoeogiomithOu a AMU AR dnaswrWo~0pn lopridiallFecoode ono-id 2,5 May 20211 Inkcarnerb/IITIRALS*41%/Ataarare1 .11;1 SEE PAGE27 So 15.7.16So • M • ”-‘ &nosy Wolk, liacndad Lain .4 co? Department of Sf0A0.: P<USAEPSTEITI<<JEFFREY<EDWARD<<“<<“<<“<<“ Subject to Protective Order RTS - 000026 SDNY_GM_02774131 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260771 EFTA01339399 RE: ('los;: Call Information for Tomorrow relating to N722.1... Subject: RE: Closing Call Information for Tomorrow relating to N722JE and N162AE From: Jap Blankenship Date: Mon, 25 Jul 2011 20:31:35 +0000 To: "'Ted Osgood"' , "Black, Joseph C" "Marcroft, Coreen" "Keating. John" "Dennis, Anthony J" <DenrusAJ@aetna.com>, Irena Damnjanoska George Reenstra onya Butler Joan Roberts Mike Dwyer Consistent with my email to most of you last Friday afternoon, the closings tomorrow, Tuesday, July 26, are scheduled to commence at 10:00 am Oklahoma time (i.e. 11:00 am Eastern time). Best regards, Jap Jap W. Blankenship Fellers, Snider. Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 Phone: Fax: E-Mail: IRS Circular 230 Notice: Any tax advice Included in the tort of this message, or in any attachment, (I) Is not Intended or written to be used, and cannot be used. by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and iii) should not be used In promoting. madeting, or recommending to another party any transaction or matter addressed herein. This message Is sent from a law flrm and may contain Intermitter. that Is privileged or conhdendal. If you received this transrrission In error, please notify the sender by reply emall and delete the message and any attachments. From: Ted Osgood [mailto Sent: Monday, July 25, 2011 2:29 PM To: Black, Josep • een; Keating, John; Dennis, Anthony ); Jap Blankenship; Irena Damnjanoska; George Reenstra Tonya Butler; Joan Roberts Cc: Mike Mikolay; Mike Dwyer Subject: Closing Call Information for Tomorrow In anticipation of closing on 162AE and 722JE tomorrow monvng at 10:00 AM EST, below is a conference call in number. As of right now, the outstanding issues are: 1) IR registration for Freedom Air: IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI. Freedom and IATS, concerning post closing obligations from the pre buy I of 2 7/25/2011 3:32 PM CONFIDENTIAL Subject to Protective Order IATS - 000027 SDNY_GM_02774132 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260772 EFTA01339400 RE: Closii Call Information for Tomorrow relating to N722.l... inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Call in information: Ted Osgood Aircraft Sales Director Guardian Jet, 1,1,C 1445 Boston Post Road Guilford, Cl' 06437 ted.osizood(a)guarchamet.com vavw.GuardianJet.corn This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 012 7/25/2011 3:32 PM CONFIDENTIAL Subject to Protective Order IATS - 000028 SDNY_GM_02774133 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260773 EFTA01339401 Closing Call Information for Tomorrow Subject: Closing Call Information for Tomorrow From: Ted Osgood Date: Mon, 25 Jul 2011 15:29:07 -0400 To: "Black, Joseph C" "Keating, John" Blankenship 1SGeorge Reenstr Tonya Butler <t — Joan Roberts Mike Mikolay , Mike Dwyer "Marcroft, Coreen' nis, Anthony J" < , Irena Damnjanoska ap In anticipation of closing on 162AE and 722JE tomorrow morning at 10:00 AM EST, below is a conference call in flitter. As of right now, the outstanding issues are: 1) IR registration for Freedom Air; IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI, Freedom and IATS, concerning post closing obligations from the pre buy inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Can in information: Ted Osgood Aircraft Sales Director Guardian .let, LTC 1445 Boston Post Road Guilford, CT 06437 ted.osaciodeguardiamet.com www.GuardianJet.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. i of W25/20112:33 PM CONFIDENTIAL Subject to Protective Order IATS - 000029 SDNY_GM_02774134 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260774 EFTA01339402 Disbursement Instructions 162AE and 722.1E Subject: Disbursement Instructions 162AE and 722JE From: Ted Osgood Date: Mon, 25 Jul 2011 19:33:52 -0400 To: Tonya Butler Hi Tonya Closing settlements for both helicopters are attached. Thanks, Ted Ted Osgood Aircraft Sales Director Guardian Jet, LLC 1445 Boston Post Road Guilford, CT 06437 .ospoo Aguar ianict.com www.GuardianJet.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. of 2011 07 19 162AE Closing Statement.pdf 2011 07 19 162AE Content-Description: Closing Statement.pdf Content-Type: application/pdf Content-Encoding: base64 2011 07 19 722JE Closing Statement.pdf 2011 07 19 722JE Content-Description: Closing Statement.pdf 2011 07 19 722JE Closing Statement.pdfl Content-Type: application/pdf Content-Encoding: base64 7/26/2011 7:47 AM CONFIDENTIAL Subject to Protective Order IATS - 000030 SDNY_GM_02774135 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260775 EFTA01339403 Re: 147.:2JE & NO2AE-Doetiments in Escrow Subject: Re: N722JE & N162AE-Documents in Escrow From: Tonya Butler Date: Mon, 25 Jul 2011 15.37.58 -0500 To: George Reenstra CC: Darren Indyke , Ted Osgood Damn anoska < Jar Blankenship Anthony Dennis Yes, I have sent both pink slips to Aetna Hangar for delivery tomorrow morning. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma C OK 73179 Corn www.InsuredaIrcraft.com Irena On 7/25/2011 3:32 PM, George Reenstra wrote: Please include our pink slips for Freedom Air along with the pinks for Aetna that you send to the Aetna hangar George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E MI= Website: www.youriet.epm Email: peomeepyouriet.com From: Tonya Butler [mailto:t Sent Monday, July 25, 2011 4:14 PM To: Dar n k • G e Reenstra; Ted Osgood; Irena Damnjanoska; lap Blankenship; Marcroft, Coreen Anthony Dennis Subject: - moments in Escrow Please fmd attached copies of the original documents held in escrow for N722.1F, and NI62AE. We also received the pink slips from the AFR for both aircraft. The parties will need to keep the pink slip in the cockpit of the aircraft, until the certificate of registration is completed. Please advise what address you want us to send the pink slips back to by Fed-Ex. Sincerely, Tonya Butler Esaow Assistant for I 0(2 7/25/2011 3:38 PM CONFIDENTIAL Subject to Protective Order IATS - 000031 SDNY_GM_02774136 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260776 EFTA01339404 Re: N722JE & N162AE-Documents in Escrow Joan P. Roberts - VI' Insured Aircraft Title Service, Inc. 4848 S.W. 34th Street 79 tbutlertfansuredatrcraft.com www.insuredaircraft.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 0(2 7/25/20113:38 PM CONFIDENTIAL Subject to Protective Order IATS - 000032 SDNY_GM_02774137 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260777 EFTA01339405 N722JE & Ni62AF-Documents in Escrow Subject: N722JE & N162AE-Documents in Escrow From: Tonya Butler Date: Mon, 25 Jul 2011 15:13:42 -0500 To: Darren Ind ke George Reenstra , Ted Os•ood , Irena Darnnjanoska ap Blankenship rcro oreen I Anthony Dennis Please find attached copies of the original documents held in escrow for N722JE and N162AE. We also received the pink slips from the AFR for both aircraft. The parties will need to keep the pink slip in the cockpit of the aircraft, until the certificate of registration is completed. Please advise what address you want us to send the pink slips back to by Fed-Ex. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Tide Service, Inc. 4848 S.W. 36th Street Oklahoma City. OK 73179 nits ainraft.an www.insuredairceaft.com C N162AES N722JE-Pink Slips.pdf Content-Type: application/pdf Content-Encoding: base64 N162AE-Copies of Dots pdf N162AE-Copies of Docs.pdf ' Content-Encoding: base64 Content-Type: application/pdf N722JE-Copies of Docs.pdf N722JE-Copies of Docs.pdf Content-Type: application/pdf Content-Encoding: base64 of r 7/25/2011 3:14 PM CONFIDENTIAL Subject to Protective Order IATS - 000033 SDNY_GM_02774138 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260778 EFTA01339406 FORM APPROVED Otegi No.SUCH:042 MOOD STATES OF ALIEMICA DEPARTMENT OF TRANSPORTA11.211 ROWS a ADMINISIPATIONAIIKE DEONSONEY 011:110MEEMen. Caren :mothers REOISTRADeel APPLICATION CERT: I /../ A ' 47<ma, . C ' : 14/ IfrAla‘STATES REGISTRATal WIAgER N 722JE ANERAFT.A.V1UFACTUFIER &ACM Keystone (Sikorsky) S —76C. AIFO:PArr SERAL No. 760750 FttlIfdA USEgONLY TYPE 9411201STRA11011 Klima One taxi 49 ( ‘'-• - - - el/ ' 1"99.909 O I. Indnidual • 0 2. PerInership• ' el 3. Ceiporetion 04. Q5. Go% ram p a. Non•Cilizen Corpong4 on 0 9. Non-Cilinn et • I? HOME OR ARROGANT retErX(e) shown on addersOf 04,0110M/EXIIIISIS.S.111 V ASI Wings, LLC • • TELEMIONE WAVER ( 860) 273-0386 ACIICittsed. • .7•1 nerno.ii4j",... . re MY) moans 4) Aunt permitsmailing address lot Int opontorn on bn) IIIR 0 rat So to Erc4.1J 151 Farmington Ave ue Rat. I I. Hartford i t .4 , • • : .i ?:,' ZIP CODE i / 06156 . ...a. / . p CHECK HERE IF YOU ARE EP WA-CHANG6,40F.•ADDRESS ATTENTION! Read the toll* s ate nt fordzignin6tli ti application. This i US mpleted. ' A IBM or dblionest risme to any gusetlor; Inns anon for vv.:stmt.* lho andIcekivelsonment S. de. Til Sec. 1901) ER A 191t , NYE CERfirt ....^ • (t) Thai %oboe* 4seepit b t. yew it a ezzingnaucling4grporadcos) 01 thillnir116141cis. '). .j._ (Fat EeEnElfuel, give nIn*C4 . i ; . 1. or: a b. PI Thal pi Treiti444e TYPE A Alen. MA Anon-89am end aid edema othratly in Inspection at si orForm I •SSI) ao. I " . .ie grate ene laws oNsteuo fr‘ 44 µage stassa:;nee.cees de irght tours in* able kr/ . Lis) t " .. . the sECTErt it ef any 10114 ,40entigi 4,2 • • • ,."' I/ Is eas yeenilled wither Federal *seen seminisiraton. ' .V. , l..., • NOTE' orl N. ir k rshlp Al applicants rags% sign. Use reverse redo if necessary. ON P E 8111inIGNiAlURE its EACH PART OF THIS APPLICATION MUST SE SIONEO IN IN(si e • • i Rlihistant Cotporste ecretary 'of Aetna Inc,', P4iE inda Westbrook • ag ng em er o ASI Wings, LLC siONATURE , . ya out , • NOTE Penang 1004 a ew914O41.ei /*gift now*" t% cast mm be operas Iota reap not In excess OW dan' du." whick.ti" ew PRPC coq of 114.1 sopii•Oxikeste: cenhelln the abet i I A4 AVM 8020-1(1/8040690052:00428-9097)9upeniedes Preview ECM*, CONFIDENTIAL Subject to Protective Order IATS - 000034 SDNY_GM_02774139 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260779 EFTA01339407 CONFIDENTIAL FORM APPROVED OMB No 2120-0342 UNITED STATES OF PAIEPOCA DEPARTMENT Of TRANSPORTATION PIOGRAr..alentmmtmettneanotpuccNOmarafTAlarefeUnceA MCRAE,' Cant* AIRATION NON CERT: fa TE aill ra/DED N • ARCRAFTN/LltrACTJAER A .11 I (DRS S j IGC AliCRAFT.SERIAbN7 (o 7 a..... TYPE OF of phock One DM 0 1. Alefmktual Oa PAO:SSW 3. Capotation 04. 5. O El Noii-CAb.en Capacities. I O 9. Nan 4:812en NAME OR APPLICANT (Posentte shown on oviclonc• a oAnaship. It IndlAcIat gh• Ara none. 101DIJ Fre.s.61 owl 4 i v---reckt 44% a. 4 , :ADCW85394croonent ADArq .c) Sims leo fat aasAt An 40 (. . . " Ideal elo be Mown) monbotam mum: icerta20, . Rural RAM' CITY leNI ' i i WV 1/1. iin . ZP CODE O II O3 CHECK HERE YOU ARE Or• EP NG A CHANGE OF ADDRESS - ATTENTION! Read the folio 1 leos ili nt ore signing this application. A Pee ot clehonatt amber This po iolv' IUS maimed. to try tootoon in IN. eppbray on M tot pair/mrd by Goo teld/o. QYJ.S. do Ti e Inutvormcnt CART OCERTOrCA ION owCERTIFY i 'T4 - .0.) ma th..b.emd, I. ove... on:.enljrr t A 11a ,a, c,ncl.wanaceep,ratIont.) cone usual mom. Ave weep DtAt. 914/ n=9° 1 r gtfigtatkasEUICCE _ h or: o. a rintatatnatin. tom Ito: or .151 or f orb 1.551) No b. A Rbo.cIttzen aid AP aircraft id business undo, the law, MUMS) rp ;Arne* N the WIWI Males %cads pilot haws s-s avail* Jot • Inspection et (2) TAO the afro/A A P/ nniloo ed ohd °taw {outgo combs WU is hao been kited with VA mama liaNtico Acknietagolscet ( • , NO 0 all applicants mug sign. Us* reverse sided Airary. TYPE OR E ennui* • thh. — und , ;. iccrires ic9t 44 - DATE 0.- TIRE l i DATE Sate IPiE <Al TIM DATE NOTE Nulling rob*. et the Cwiltrate of Akan Rortnann. No Aura rosy be apnea, lore petted not in PPM el 90 Pa PPR~ Ante the PPP copy of INIOPPATOlkb must be CRAW In the sous AC Rem 10504 (O09)..15N0052-00-an-econ Supersede, PrOACUS ECItion Subject to Protective Order IATS - 000035 SDNY_GM_02774140 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260780 EFTA01339408 COpy Gum, , 0/ ivSE/RED - IN Rs DAT& A AGENT: WARRANTY BILL OF SALE z A The undersigned, FREEDOM AIR INTERNATIONAL, INC. ("Seller"), is the owner of the Ml legal and beneficial title in and to that certain used Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Turbomeca Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in that certain Aircraft Purchase Agreement dated as of July 1g , 2011, between Seller and Purchaser, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided that the tam Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. For and in consideration of the sum of Ten Dollars (810.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto ASI WINGS, LLC ("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 owner of the Aircraft and that there is herd?), convsyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all liens, claims and encumbrances 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 OF SELLER SET FORTH IN THE PRECEDING SENTENCE, THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this day of July, 2011. FREEDOM AIR INTERNATIONAL, MC. By: C.Z7 51 Name: a 6-re Title: t e CONFIDENTIAL Subject to Protective Order IATS - 000036 SDNYGM_02774 141 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026078 I EFTA01339409 FORMAPPROVE0 OMB No. 2120-41042 UNITEDSTATES OF AsaRiCA DEPARTMENT OF TRANSPORTATION MUM AKATION ADaluilallfIADON.IIKE memPaitYMIIONAUlICAL COMA MRCRAFT nEtzttmatnrottnnPlanOt. CERT: ISSUE DATE REG U STRIT N ATIED STATES OM NuTABER N 722JE AFICRAFTMANVFXR/RERILMCCEL Keystone (Sikorsky) S -76C AJRCRAFT SERP/143. 760750 FOR FM USE ONLY rote OF REGISTRATION (Crock One 004 O1. Incivklual O 2. Parinenhip eg3. Corporation O1. OtuOrmer O 5. Go vernment O 9. Nco.Ciuzen Capes/pal O 9. NeruCeiren Corporatist, Co-Oone NAME OR APRICANT Pflontal sera co evideve el 0wMn• Y al yva al 45114. tnt Nine. and er•Ocre ^0.14 ASI Wings, LLC TELEPKINE PARAXR: ADDRESS persvensnt nag sedan le hat eopliere on HOW R.O. Sealsused. persical address lnnml also be ilawenl Naas and sue& 151 Farmington Avenue Real lime PO. Ele on Hartford STATE Connecticut ZIP COOS 06156 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing thisapplication. This portion MUST be completed. A Onset dinannt inn"' to ay claasbOa hi INS apoicmioa rnay e• wounds tot purnovneni by IOW Midler impieOnment U.S Code. Too '0. See 1009 CERTIFICATION NNE COMFY. II) That the above era., • one by Ms undesired anew* ae is • ceten Packaria ccorralionsl a TIM l'oand Sestet Pa vat,n0 Inn.. CoYa rum* o • trultee: I. or. pe 04 OW, A5 APflaillIMIE., a. A f 49•cliVil goon. won aloen .!baron fowl "S. Ca Pam T'SSIT NO, b A ile n*CilQ.. caPaalm clangor/ and clop twos, under V. Iona Med rd led noel is based and parety uses m Ma Orgies States. Meat a Nan Mt, Ye natio lee lasocclen at 42) Tnat the tiartel is na ragetered war IM teal ca any leer country:4mi a TAM SO rodeo* oloionersap Is aucned a Ns been lied WM M Federal Avtolan Arrinistalir NOTE: If executed lot ceovenerShip eA applicants MUM sign. Use reverse app el necessary. TYPE OR PRINT NAME EsEtOw SIGNAIUSIE EACH PART OP THIS ♦PPLICATION MUST BE SIGNED IN INK. ntistant Corporate ecr etary of Aetna Inc. , DATE MONA Melinda Westbrook Managing Member of ASI Wings, LLC PATE Ss:MATURE TITLE DATE NOTE Nixing !Keel al the C.Yalalt M NtaaIt Relyratiliatl the situali may be eeeraid lea • prod net ws eaves al 90 641. GoaNI*41kh Yaw Ma Me *soy a this applialion awe be caned In the acne. AC Peen 0050.1 (/09)0ISNO052.00.628.900/7 Supersedes Ready, Edeke CONFIDENTIAL Subject to Protective Order IATS - 000037 SDNY_GM_02774142 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260782 EFTA01339410 COPY OF ORIGINAL DOCUMENT ORIGINAL IN ESCROW AT INSURED/11.4.V TITLE SERVICE DATE' AGENT: JOAN ROBERTS, V.P. WARRANTY BILL OF SALE The undersigned, ("Seller"), is the owner of the full legal and beneficial title in and to that certain used Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. N162AE, with two (2) Turbomeca Arriel 251 engines bearing Manufacturer's Serial Nos. 20040 and 20533TEC, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in that certain Aircraft Purchase Agreement dated as of July , 2011, between Seller and Purchaser, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. 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, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Freedom Air International, Inc. ("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 owner 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 liens, claims and encumbrances 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 OF SELLER SET FORTH IN THE PRECEDING SENTENCE, THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this day of July, 201 I. ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Meiir.ck Westiar nk. Title: titsi'tkciert Corr cetrebx, Date: CONFIDENTIAL Subject to Protective Order IATS - 000038 SDNYGM_02774143 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260783 EFTA01339411 FORM APPROVED CMS No. 2120.0042 UNTED STATES OF AMERICA DEPART/OR OF 111441SPORWION flienuermaNateraSTRATINteitirealetvellOtetnCAL Meal AWICPAFT RECiSTRATICH REGMERsea APPLICATION CERT! ISSUE DATE N t (pa AE &macs AM oR,15 4/ 3 :7(DC NROWT FERAL Nct - 1 c'fn 41 - FOR FAA USE ONLY TYPE OF REOGIRATION 'Pock One bad O1. Indivklual 02. Pailnenthip MeCaperalion 04. C042vaner 0b. <Weinman' O EL Non.Ceizon Cdtpecation O 9. Nce-CitizenCeigaseenCo-Ormar NAM( OR APPLICANT (Permed) shown on elide.** al emereNp. II indleekol, give lest rare fret eft and aide WINO Er &ea:loon AI v---reity-m61-10‘44.1 J, =p.c. IELEPHORE IIVIOOEt ( / ADDRESS etemanani ming address- Anil tiopacant assn. Pa 00.4 Is tale Peel dens.Mula ea be Mead Runs and met 1 Cr l e FA of V ` RCA Sa i 6— ao, '- We Noe: P.O. sac COY NrNi ; I rl i k li4gat e k EWE ..1 3° E 2IP WOE S tos CI CHEacHERelf YOU ARE ONLY REPORTING A CHANGE OF' DRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Wee a ettnenell arca°, de any aelarfo in dal NS. aPperie Vie Impounds la Ovehmont OF fine endear imodionmenl Calk Tide RI. Fen 1000 CERTIFICATION ME CERTIFY. pi met mato., nerds it one, by t'* volorrarrod spew. Mw al a earn AMNON et tne tinted Siam. ()Neatest (Few toting but. pm Nina& rusted CIZOStEsSisatomt I. On a A Moen alien. eh then r erarabon (Form trial a Foe I -bat) Na. b. Annn citroan core/Non Newel and &Ina Minead under the laws OP lee dolection and mot °Raab X at brood and ennienta used in Ito Lee Stet Rows or Mtn hours re setae lar . (4 le ON Myatt a not npstare0 ed. OW tern d any fowl ere: and 41 le kin dreamed encase it attache a bas been Red we, le nee Nee Acareliebox NOTE: II executed lot co-ownership all applicants must sign. Use revolts side it necessary. TYPE OR PRINT NAME BELOW SIGNATURE Pali 3 Z -. POMPOM \ D ua l/L c ( VICA-o ne-5 40esa￾NATE ....g, aril. ggg .,...,IIREIts.rn.N K. 304r SCC TITLE ()ATE Leo IA; mwmum Tine DATE NOTE Penang day% durairardet receipt el tin Cartedele of Alma Ileptdallaid. the arctall may be ammo a:oaf/Mod not n *Ness d90 lar) ON OINK copy of le leratale net bo canna at Prir weft. AC km 0350.1 (I/00, MN 0052-00 S2410)2150P0litdee ',relieve Edition CONFIDENTIAL Subject to Protective Order IATS - 000039 SONYGM_02 774144 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260784 EFTA01339412 N Subject: N162AE From: Angie Risleyl Date: Mon, 25 Jul 2011 11:50:09 -0500 To: Hi! Please see attached IR searches for N162AE. Thanks, Angie Risley Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 anctiereinsuredaircraftmom www.insuredaircraft.com 162AE.pdf I Content-Type: applicationlpdf Content-Encoding: base64 4 I of I 7/25/2011 I I:50 AM CONFIDENTIAL Subject to Protective Order IATS - 000040 SDNY_GM_02774145 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260785 EFTA01339413 N722.11:- and 162AE. Subject: N722JE and 162AE From: Jap Blankenship <Jblankenship@fellerssnider.com> Date: Fri, 22 Jul 2011 19:38:14 +0000 To: Anthon Dennis Coreen Os ood CC: Irena Damnjanoska Ladies and Gentlemen: For reasons of which most of you are aware, this is to confirm that the closings on the referenced aircraft scheduled for Monday, July 25, 2011 at 10:00 am Oklahoma time have been postponed. Said closings are tentatively rescheduled for Tuesday, July 26, 2011 at 10:00 am Oklahoma time. Lets touch base with one another when additional information becomes available on Monday. Best regards, lap lap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 IRS Circular 230 Notke: My tax advice Included in the text of tNs message, or in any attachment, (ills not intended a written to be used, and cannot be used. bY any taxpayer fa the purpose of avoiding any tax penalties that may be Imposed under the Internal Revenue Code and (Ii) should not be used in prompting. marketing. or recommending to another party any transactice or nutter addressed herein. This message is sent from a law firm and may contain information that is privileged or conhienttal. If you received this transmission In error, please notify the sender by reply e-mail and delete the message and any attachments. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/22/2011 2:40 Ph CONFIDENTIAL Subject to Protective Order IATS - 000041 SDNY_GM_02774146 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260786 EFTA01339414 N72:—. tad '162A1: Subject: N722JE and N162AE From: Angie Risley Date: Fri, 22 Jul 2011 14:27:40 -0500 To: Hi! Please see attached copies of original documents currently being held in escrow. Thanks, Angie Risley Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma Cit OK 73179 www.Insure airc IContent-Type: application/pdf 22jE 162AE.pdf I Content-Encoding: base64 I of I 7/22/201 1 2:27 PM! CONFIDENTIAL Subject to Protective Order IATS - 000042 SDNY GM_02774147 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260787 EFTA01339415 WARRANTY BILL OF SALE The undersigned, FREEDOM AIR INTERNATIONAL, MC. ("Seller"), is the owner of the Ml legal and beneficial title in and to that certain used Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Turbomeca Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in that certain Aircraft Purchase Agreement dated as of July t R , 2011, between Seller and Purchaser, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided, that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. 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, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto ASI WINGS, LLC ("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 owner 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 liens, claims and encumbrances 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 OF SELLER SET FORTH IN THE PRECEDING SENTENCE, THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this day of July, 2011. FREEDOM AIR INTERNATIONAL, MC. CA Vi O111 0014AL DOCUlAtilft lt1 ESCROW Kr 114SIIRSD PARCW'T 1111,S WOOS DOW S, ioOt o CONFIDENTIAL Subject to Protective Order IATS - 000043 SDNY_Glk02774148 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260788 EFTA01339416 FORMAN/MAW OMB NO. 2120-0042 UNTO) STATES OF Malta DEPARTMENT OF TRANSPORTATION NOM. Nemliets ACIIINOSTIMII0O4USe itiONOOKY At110.14.11191CeNTOI MITOFVOT AEOISTRATKIN APFtsC.M1011 CERT: ISSUE DATE - PEOWROWP&SR N t ito a Ae AIRCRAFT MANUMOURERE Mat. NRCPAFT SERIAL Ho ---7 (en 41 --.- FOR FM USE ONLY TYPE OF moistwaSapiroi One Wee 0 tIrreividutil 02. Pannorstip 1127. Coswaticri 04. Co-Owner O S. Government O IL Non-Citizen Corporation 0 9. NonCaizen Corporation Co-Owner NAME OR APFUCANT f tgrateit4 Shown en Seance el crailattne is I-WM[1W. gee WM name. int nano. and meld* SW) Frei...GIA/1n A t 11.-rift 4- firtAdklioiliSt I , INC., J TELEPHONE MANIEtt ( ) ACOTIESS(Pennonem ebbing adSoas lot Trig psalm on loll el PO. Eice is rem. Stress masow soma sinew awe ant %D ..; VINO* id( e R O Ca. •c..1.3ike 30 - ) i Rini Pout RO. Sot CITY \ 4 I VII 144 -at e k STATE 1::: 1 e ZIR COM IStos 0 CHECK HERelt YOU ARE ONLY REPORTING A CHANGE OF ADDRESS AlTENTIONt Read the following s atement bet ore signing this application. This portion MUST be completed. xfalle of clohtwood animal t* any quesliCa A ONO aopicalal may be gourds la pinletwneol by Sne orsVor imeiserws N.S. Cede id* it SOC. 1031). CERTIFICATION NYE CUMFY. tit MN Ito nmve moan in owned by elf undonlgaIld spokes. wane • Ohne IHOINTHEOMPmskcel Clint l/ntee Stun 0 cfletem mixt. Oat name of WANK La Cfd.Ccif CWAYTIOPAKE; ii. kinklent nem with del c ebistraton (Fon" 1.151 Of Form 1461) N. b. A nanatinn corporal:on ceo.vated and doing boyetasn untie PM was cf We) and sad heath is based and ptirnirty tiled in IPA Undo:151MM Allefled5Of fight Mori en Makin AspeCon at_ . .- _-___ _ _ -- 0 ow the erman is not regivaeci craw In. bby of any booty,(orty. and p) I FM legal trodeoce Cl ownettonp o attached of AA been bed with theF*1n' /Motion Adrnermtraiin. NOTE: Il executed OM Cb-m•YMNSITIP al applicants mint sir. Use reveille side il necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PTF THIS APPLICATION MUST SE SIGNED IN INK. seareeltinE 11:01.MILIS • 11Tlf Vjcor—Rez @DEA ea ear SSpwMin€.yrrs, itreCilbee. TrILE DATE SIGNATURE TITLE pwE NOTE PaXillO Nag of MO Corlifesie of Mann Re:natal ton. Ise avcnit may be Opeeelbd btoponodoof in "mom 00 ems. demo YAW. time My PIN( copy of um ambcaton mom be cams in Ire slienolt. AC Fpm eons; magi:MN 0052.00nasoonSupermooy Aaron Ldcson COPY. OR/G/NAL OP ORIGINAL IN ESCRO Docum W ATasir DATE. INSURED AIRCRAFT ITLE SERVICE AGENT: JOAN ROBERTS, V.P. CONFIDENTIAL Subject to Protective Order IATS - 000044 SDNYGM_02 774 149 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260789 EFTA01339417 RE: N722JE and NI( /.AE Subject: RE: N722JE and N162AE From: Jap Blankenship <Jblankenship@fellerssnider.com> Date: Thu, 21 Jul 2011 18:12:59 +0000 To: "'Kim Thompson" • , "Marcroft, Coreen" ed Osgo Anthony Dennis Kim: Thank you for the title search reports and IR searches for the two above referenced aircraft and the related engines. There is one item which needs to be clarified at the outset. With respect to N162AE, the two Turbomeca Arriel 2S1 engines attached to the helicopter and being sold bear manufacturer's serial numbers 20040 and 20533TEC. In that regard, see the Aircraft Purchase Agreement and Exhibit A thereto. Although I do not recall the historical details, I do know that the engine bearing MSN 20045 is not owned by ASI Wings, tIC and, does not relate to N162AE. Thus, an engine search is needed for MSN 20533TEC. I am advised by Darren Indyke of Freedom Air International, Inc. that your IR department is assisting Freedom Air in being licensed as a transacting user entity on the IR. If you can do so through your people, please let us know the status. We are advised that both parties to these transactions have forwarded the necessary closing documents and you should receive them tomorrow. As of late this morning, the closing of these two transactions is scheduled to commence on Monday, July n th at 10:00 am Oklahoma City time. Please let me know if the above should prompt any questions. Thank you for your cooperation and assistance. Best regards, Jap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102.8820 IRS Circular 230 Notice: My tax advice included in the text of this message, a in any attachment, li) is not Intended or written to to used. and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and (ii) should not be used In promoting. marketing. or recommending to another party any transaction or matter addressed herein. This message is sent from a law firm and may contain inlormation that is pnvileged or confeler0al. If you received this transmission in error, please notify the sender by reply email and delete the message and any attachments. of 2 7/21/2011 1:17 Ptv CONFIDENTIAL Subject to Protective Order IATS - 000045 SDNY_GM_o2774150 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260790 EFTA01339418 RE: N722.IE and N167Ali From: Kim Thompson [mall Sent: Thursday, July 21, 201c1 11:25 AM To: Jap Blankenship Cc: Irena Damnianoska; Maraott, Coreen; Ted Osgood Subject: N722JE and N162AE Please find attached title search reports and IR searches for these aircraft. We have not received the engine searches for N162AE. I hope to have them later today. Please note there is an outstanding lien on the IR on Engine: Turbomeca Arriel 2S1, S/N 20045 (w/N162AE). Freedom Air International Inc. is not a registered member of the international registry. In order to register a contract of sale on the IR. Both buyer and seller must be registered members. We have not received any documents for these aircraft. When is this transaction closing? Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street 179 kthommon(Mhisuredaircraft.com www.insuredaircraficom This message has been scanned for viruses and dangerous content by MailSeanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 2 7/21(2011 1:17 Ply CONFIDENTIAL Subject to Protective Order IATS - 000046 SDNY_GM_02774151 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_0026079 I EFTA01339419 Re: N72211; and NI62AE Subject: Re: N722JE and N162AE From: Kim Thompson Date: Thu, 21 Jul 2011 16:20:02 -0500 To: Jap Blankenship CC: Irena Damnjanosk. "Marcroft, Coreen" e. •sgoo. Anthony Dennis Jap, We will order the title search report for the correct engine (w/N162AE). I spoke with Becki in our IR department. She is working on the IR registration for Freedom Air International, Inc. I will let you know when their IR registration has been completed. Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street fiklahnrna City OK 71179 kthomnsonainsuredaircraft.com wanatinsuredaircraft.com On 7/21/2011 1:12 PM, Jap Blankenship wrote: Kim: Thank you for the title search reports and IR searches for the two above referenced aircraft and the related engines. There is one item which needs to be clarified at the outset. With respect to N162AE, the two Turbomeca Arriel 251 engines attached to the helicopter and being sold bear manufacturer's serial numbers 20040 and 20533TEC. In that regard, see the Aircraft Purchase Agreement and Exhibit A thereto. Although I do not recall the historical details, I do know that the engine bearing MSN 20045 is not owned by ASI Wings, LLC and, does not relate to N162AE. Thus, an engine search is needed for MSN 20533TEC. am advised by Darren Indyke of Freedom Air International, Inc. that your IR department is assisting Freedom Air in being licensed as a transacting user entity on the IR. If you can do so through your people, please let us know the status. We are advised that both parties to these transactions have forwarded the necessary closing documents and you should receive them tomorrow. As of late this morning, the closing of these two transactions is scheduled to commence on Monday, July 25th at 10:00 am Oklahoma City time. Please let me know if the above should prompt any questions. Thank you for your cooperation and assistance. I of 3 7/21t20 I 1 4:20 P\ CONFIDENTIAL Subject to Protective Order IATS - 000047 SDNY GM_02774152 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260792 EFTA01339420 Re: N722.11:: and N162AE Best regards, lap Jap W. Blankenship Fellers, Snider. Blankenship, Bailey .t Tippetts 100 N. Broadway. Suite 1700 Oklahoma Ci , OK 73102-8820 E-Mail: IRS ClICLII3( 230 Notice: Any tax adene Included in the text of this message. or in any altachmern, III is not intended or vainen to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be imposed under the Internal Revenue Code and lull should not be used in promoting, marketing, or mcommending to another party any transactor) or matter addressed herein. This message is sent horn a law firm and may contain Information that is privileged or confidential. If you received this transmissial in error, please notify the sender by reply email and delete the message and any attachments. From: Klm Thompson fmallto Sent: Thursday, July 21, 2011 11:25 AM To: Jap Blankenship Cc: Irena Damnjanoska; Marcroft, Coreen; Ted Osgood Subject N722JE and N162AE Please find attached title search reports and 112 searches for these aircraft. We have not received the engine searches for N162AE. I hope to have them later today. Please note there is an outstanding lien on the IR on Engine: Turbomeca Arriel 2S1, SIN 20045 (w/N162AE). Freedom Air International Inc. is not a registered member of the international registry. In order to register a contract of sale on the IR. Both buyer and seller must be registered members. We have not received any documents for these aircraft. When is this transaction closing? Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street 79 ktboininni ure wcraft.com www.insuredaircraft.com 2 of CONFIDENTIAL 7/21/2011 4:20 PA* Subject to Protective Order IATS - 000048 SDNYGht_02774153 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260793 EFTA01339421 Re: N722.11:. and N162Ali ; This message has been scanned for viruses and dangerous content by MailScanner, and is believed to he clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 3 of 3 7/21/2011 4:20 PA CONFIDENTIAL Subject to Protective Order IATS - 000049 SDNY_GM_02774154 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260794 EFTA01339422 N722JE and V162AI; Subject: N722JE and p162AF From: Kim Thompson Date: Thu, 21 Jul 2011 11:25:15 -0500 To: Jap Blankenship CC: Irena Damnjanoska "Marcroft, Coreen" Ted Osgood Please find attached title search reports and IR searches for these aircraft. We have not received the engine searches for N162AE. I hope to have them later today. Please note there is an outstanding lien on the IR on Engine: Turbomeca Arriel 2S1, S/N 20045 (w/N162AE). Freedom Air International Inc. is not a registered member of the international registry. In order to register a contract of sale on the IR. Both buyer and seller must be registered members. We have not received any documents for these aircraft. When is this transaction closing? Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 kthompsonemsuredaircratt.com www.insuredaircraft.com N722JE IR.pdf N722JE title search.pdf Content-Type: application/pdf Content-Encoding: base64 (N722JE IR.pdf Content-Type: application/pdf Content-Encoding: base64 N162AE title search.pdf - I N162AE title search.pdf Content-Type: application/pdf Content-Encoding: base64 1 oft 7/21/2011 11:25AM CONFIDENTIAL Subject to Protective Order IATS - 000050 SDNY GM_02774155 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260795 EFTA01339423 N7221E and N162Ali Niti2AE IR pat N162AE IR.pdf Content-Type: application/pdf Content-Encoding: base64 2 012 7/21/2011 11:25 CONFIDENTIAL Subject to Protective Order IATS - 000051 SDNY_GM_02774156 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260796 EFTA01339424 Re: N722JE and N 162Ali Subject: Re: N722JE and N162AE From: Kim Thompson I Date: Thu, 21 Jul 2011 10:07:15 -0500 To: Jap Blankenship CC: Irena Damnjanoska Jap, The funds need to be sent to our regular escrow account. Once they are received we will transfer them to the special account. Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www.insuredaircraft.com On 7/21/2011 10:03 AM, Jap Blankenship wrote: Kim: Could you please forward us two separate wire instructions of IATS, both of which would refer to the special escrow account number 1603473416. One of the instructions needs to reference N722JE, and the other one needs to reference N162AE. Thanks, lap Jap W. 131ankenship Fellers, Snider, Blankenship. Bailey & Tippens IOU N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 I of 2 Phone: Fax: E-Mail: IRS Circular 230 Notice: Any tax advice included in the text of this message, or in any attachment, li) Is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tar penalties that may be imposed under the Internal Revenue Code and hi) should not to used in promoting, marbling, or recommending to another party any transaction or matter addressed herein. This message is sent from a law firm and may contain Information that is philleged ar confolemial. II you received this transmission in errs, please notify the sender by reply email and delete the message and any attachments. 7/21/2011 10:07 AM CONFIDENTIAL Subject to Protective Order IATS - 000052 SDNY_GM_02774157 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260797 EFTA01339425 Re: N722JE and 14162AI: From: Kim Thompson [Indult Sent: Wednesday, July 20, 2L Tr.is APT To: lap Blankenship; Irena Damnjanoska Subject: N722JE See attached executed acknowledgment per your request. The account reference number is 1603473416. Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4R48 S.W. 36th Street Oklahoma City, OK 73179 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 2 7/21/2011 10:07 Ak CONFIDENTIAL Subject to Protective Order IATS - 000053 SDNY GM_02774158 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260798 EFTA01339426 N722JE and N162AE Subject: N722JE and N1 2AE From: Jap Blankenship Date: Thu, 21 Jul 2011 To: "'Kim Thompson"' "'Katie Miller"' Kim: Could you please forward us two separate wire instructions of IATS, both of which would refer to the special escrow account number 1603473416. One of the instructions needs to reference N722JE, and the other one needs to reference N162AE. Thanks, Jap Jap W. Blankenship Fellers. Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City OK 73101-8820 Phone: Fax: &Mail IRS Circular 230 Notice: My tax advice included in the text of this message, or In any attachment Ii) is not intended or 'Mitten to be used, and cannot be used, by any taxpayer for the pumase of avoiding any tax penalties that may be Imposed under the internal Revenue Code and f i) should not be used In prompting, rnaritetIng, or recommending to another party any transaction or matter addressed herein. 'This message is sent from a law firm and may contain information that is privileged or confidential. If you received this transnsission in error, please notify the sender by reply email and delete the message and any attachments. From: Kim Thompson [mailto Sent: Wednesday, July 20, 2011 11:13 AM To: Jap Blankenship; Irena DamnJanoska Subject: N722JE Jap• See attached executed acknowledgment per your request. The account reference number Kim Thompson Escrow Assistant for Joan E Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street I oft 7/21/2011 10:07 AN CONFIDENTIAL Subject to Protective Order 1ATS - 000054 SDNY_GM_02774159 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260799 EFTA01339427 N722JE and N162AF. Oklahoma City, OF( 73179 kthommon(iilimuredairtraft.com %runt .ins ureda ircniftcom this message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 2 7r211201 1 10:07 AN CONFIDENTIAL Subject to Protective Order IATS - 000055 SDNY GM_02774160 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260800 EFTA01339428 RE: Transfer Subject: RE: Transfer From: "JOSLIN, JENCIE" Date: Wed, 20 Jul 2011 14:36:05 -0500 To: "'Chris F' el" Chris, "MATHEWS, DARRELL" "'Kim Thompson"' These transfers have been done. Thank you, Jencie Original Message From: Chris Fiegel (mailto Sent: Wednesday, July 20, 2011 1:48 PM To: MATHEWS, DARRELL Cc: JOSLIN, JENCIE; Amy Chabiel; Kim Thompson Subject: Transfer Darrell, Please transfer 100,000 from ....717 to 1603473416. Remember to take out the 1.00 that has been holding the account open. Thanks, Chris This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/20/20I1 2:52 PA CONFIDENTIAL Subject to Protective Order ATS-000056 SDNY_GM_02774161 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260801 EFTA01339429 N71/Jr: Subject: N722JE From: Kim Thompson' Date: Wed, 20 Jul 2011 11:13:26 -0500 To: j Jap, See attached executed acknowledgment per your request. The account reference number is 1603473416. Kim Thompson Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 wviw.insuredaircraft.com ' Content-Type: application/pdf signature page.pdf Content-Encoding: base64 I of I 7/20/2011 1 1:11 AA CONFIDENTIAL Subject to Protective Order IATS - 000057 SDNY_GM_02774162 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260802 EFTA01339430 NI62AE Subject: N162AE From: Kim Thompson Date: Wed, 20 Jul 2011 11:06:55 -0500 To Jap, See attached executed acknowledgment per your request. The account reference number is Kim Thompson Escrow Assistant for Joan F. Roberts • VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www.InsuredaIrcraft.com signature page.pdf I of 1 Content-Type: application/pdf Content-Encoding: base64 7/20/2011 11:07 AI CONFIDENTIAL Subject to Protective Order IATS - 000058 SDNY_GM_02774163 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00260803 EFTA01339431 .722M-1031 CO. Subject: Re: N722JE-1031 Co. From: Tobias Kleitman Date: We 20 Jul 2011 9:4 : - 500 T " Darren, If you would like to discuss a 1031. Exchange transaction, please let me know when you are available and a number where I can reach you. I'm traveling this morning, but this afternoon is open. Tobias From: Tonya Butler [mailti: Sent: Tuesday, July 19 2011 05:05 PM To: Darren Indyke ; Tobias Kleitman Subject: N7221E-1031 Co. Hello, Darren Time Value Property Exchange - Tobias Kleitman TKleitman@tvpx.com Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Tide Service, Inc. 4848 S.W. 36th Street Oklahoma City. OK 73179 w nv.tnsurtgattcrtlLcum This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. or e-mail: 7/20/2011 9:46 AM CONFIDENTIAL Subject to Protective Order IATS - 000059 SDNY_GM_02774164 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260804 EFTA01339432 Wiring Instnictions-N722JE and Ni62AE Subject: Wiring Instructions-N722JE and N162AE From: Tonya Butler Date: Tue, 19 Jul 2011 11:33:54 -0500 To: Jap Blankenship Please find attached bank wire transfer instructions per your request. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 wymr.Insuredalreraft.com Wiring Instructions.pdf a of I Content-Type: application/pdf Content-Encoding: base64 7/19/201ln:34 AM CONFIDENTIAL Subject to Protective Order IATS - 000060 SDNY_GM_02774165 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260805 EFTA01339433 Purchase Agreements (Executed) — N722JE and N... Subject: Re: Aircraft Purchase Agreements (Executed) -- N722JE and N162AE From: Tonya Butler • Date: Tue, 19 Jul 2011 11:20:23 -0500 To: Jap Blankenship CC: Irena Damnjanoska Anthon Dennis "Marcroft, Coree "Darren Indyke Osgood (t Please see attached. Thank you, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 WWW.i nsur a c ra t.com On 7/18/2011 6:09 PM, Jap Blankenship wrote: Tanya: , "Ted Attached please find my two separate letters to you covering N722JE and N162AE. Also attached are copies of the two agreements as executed by the Seller and Purchaser under each agreement. If you should have any questions with respect to my requests set forth in the attached letters, please let me know. Best, lap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 E-Mail: jblankenship@fellerssnider.com WS Circular DO Notice: Any tax advice Included in the text of this message. or in any attachment, (II is not Intended or written to be used, and cannot be used, by any taxpayer for the purpose of avoiding any tax penalties that may be Imposed under the internal Revenue Code and (II) should not be used in promoting, marletirg, or recce:wen:5m to another party any transaction or matter addressed herein. This message is sent from a law firm and may contain information that is privileged or conbiendal. If you received this transmission in error, please notify the sender by reply email and delete the message and arty attachments. 1 Of 2 7/19/2011 11:20 AM CONFIDENTIAL Subject to Protective Order IATS - 000061 SDNY_GM_02774166 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 011260806 EFTA01339434 •ft Purchase Agreements (Executed) -- N72241E:and N... This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. N722JE-AC Purchase.pdf N162AE-AC PA.pdf N162AE-AC PA.pdf Content-Type: application/pdf Content-Encoding: base64 Content-Type: application/pdf Content-Encoding: base64 2 of 2 7/19/2011 11:20 AM CONFIDENTIAL Subject to Protective Order IATS - 000062 SONYGrd_o2774167 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260807 EFTA01339435 Aircr 11 Chase Agreements (Executed) -- N722JE and N162AE Subject: Aircraft Purchase Agreements (Executed) -- N722JE and N162AE From: Jap Blankenship <I Date: Mon, 18 Jul 2011 23:09:11 +0000 To: CC: Irena Damn'anoska Anthony Dennis "Marcroft, Coreen "Darren Ind ke , "Ted Osgood ( Tanya: Attached please find my two separate letters to you covering N7221E and N162AE. Also attached are copies of the two agreements as executed by the Seller and Purchaser under each agreement. If you should have any questions with respect to my requests set forth in the attached letters, please let me know. Best, lap Jap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102-8820 IRS Circular 230 Notice: My tax advice included in the ten of this message, or In any attachment. 01 Is not intended or written to be used, and cannot be used, by any taxpayer for the purpose of evoking any tax penalties that may be Imposed undo' the Internal Revenue Code and (II) should not be used in prornodng, mettle& or recormending to another parry any transaction or matter addressed herein. This message is sent from a law firm and may contain Information that Is privileged a confidential. If you received thls transmission in error, please notify the sender by reply e-mail and delete the message and any attachments. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. Content-Description: Letter N722JE.pdf etter N722JE.pdf Content-Type: application/pdf Content-Encoding: base64 t of 2 7/19/2011 11:O2 AM CONFIDENTIAL Subject to Protective Order iATS - 000063 SDNY_GM_02774168 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260808 EFTA01339436 Aircr. 1 P .:hase Agreements (Executed) -- N722JE and N162AE Letter N162AE.pdf Content-Description: Letter N162AE.pdf Letter N162AE.pdf Content-Type: application/pdf Content-Encoding: base64 Aircraft Purchase Agreement N722JE — Executed.pdf r Aircraft Purchase Agreement N722JE Executed.pdf Aircraft Purchase Agreement N162AE — Executed.pdf Aircraft Purchase Agreement N162AE Executed.pdf Aircraft Purchase Content-Description: Agreement N722JE -- Executed.pdf Content-Type: application/poi Content-Encoding: base64 Aircraft Purchase Content-Description: Agreement N162AE -- Executed.pdf Content-Type: application/pd Content-Encoding: base64 2 of 2 7/19/2011 11:02 AM CONFIDENTIAL Subject to Protective Order IATS - 000064 SDNY_GM_02774169 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260809 EFTA01339437 Vwd: PIV. registered on the international registry Subject: Fwd: FW: registered on the international registry From: Kim Thompson <kthompson@insuredaircraft.com> Date: Mon, 18 Jul 2011 08:13:46 -0500 To: Tonya Butler <tbutler@insuredaircraft.com> Will you see if Joan did this Friday before she left. Original Message Subject:FW: registered on the international registry Date:Fri, 15 Jul 2011 17:44:53 -0400 From:George Reenstra To:Joan Roberts Darren Indyke Joan could you please send Darren bill of sale and Registration forms so he can complete and return to you to hold in escrow. He is the seller or 760750 and buyer of 760472 both Sikorsky s-76 thanks George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E From: Darren Indyk Sent: Friday, July 15, To: George Reenstra Subject: Re: registered on the International registry Already ordered Freedom Air's Certificate of good standing which I won't get until monday. So I will send everything in on Monday. Ok? Darren K. Indyke Darren K. Indyke, PLLC 301 East 66th Street, 10B New York, New York 10065 101 4 7/18/2011 2:21 I'M CONFIDENTIAL Subject to Protective Order IATS - 000065 SDNY_GM_02774170 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260810 EFTA01339438 Fwd: FW: registered on the international registry **. The information contained in this communication is confidential, may be attorney￾client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - 2011 Darren K. Indyke, PLLC — All rights reserved. On Jul 15, 2011, at 4:46 PM, George Recnstra wrote: In anticipation maybe we should move forward on this now...your call George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E Vernon, NJ 07462 From: Becki Wichert Sent: Friday, July 15, 2011 4:37 PM To: George Reenstra; Darren Indyke; Cc: Joan Roberts Subject: Re: registered on the international registry Good afternoon all, I've attached the required forms along with instructions, allowing Insured Aircraft Title Service, Inc., to act as your administrator at the International Registry. If the entity you are applying for isn't a Limited Liability Company, please disregard the LLC Statement In Support form. After you review the attachments, if you have any questions do not hesitate to contact me at Upon completion, you may either email or fa the documents to my attention. It is currently averaging 2 to 3 business days for the InternationaRegistry to approve the membership application, once I've received and submitted the information. Have a good weekend! Becki Wickert 20f4 7/18/2011 2:21 PM CONFIDENTIAL Subject to Protective Order IATS - 000066 SDNY_GM_02774171 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002608I I EFTA01339439 Fwd: FW: registered on the international registry On 7/15/2011 3:13 PM, Joan Roberts wrote: I see that Freedom Air International Inc. is not a registered "FUE at the IR, so l am thinking maybe you are wanting us to sign Freedom Air up with the IR. I3ecki Wichert in our IR department will be sending all of you an email with the forms necessary to hire IATS to be the administrator for Freedom Air at the IR. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street On 7/15/2011 12:09 PM, George Reenstra wrote: Joan, I am not in the ()Office but o am sure you a re familiar with the closing between Freedom Air sikorsky 760750 and Aetna ( or their Ile) for Sikorsky 760472. I know both have deposits I escrow. A condition of closing is 750 needs to be on the international register, I am fine with you acting on Freedom Air's behalf and getting it done. I have included the email address of their attorney. Would you please contact him ASAP since we may have time closing issues. Naturally Darren feel free to contact Joan she will solve this issue. Thank you both George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E Vernon. NJ 07462 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. "Ibis message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 3014 7/18/2011 2:21 PM CONFIDENTIAL Subject to Protective Order IATS - 000067 SDNY_GM_02774172 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260812 EFTA01339440 Fwd: I•Wk registered on the international registry Becki Wichert International Registry Specialist insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 This message has been scanned for viruses and dangerous content by MailScanncr, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 4 of 4 7/i8/2011 2:2! PM CONFIDENTIAL Subject to Protective Order IATS - 000068 SDNY_GM_02774173 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260813 EFTA01339441 •egistered on the international registry Subject: registered on the international registry From: "George Reenstra" Date: Fri, 15 Jul 2011 13:09:34 -0400 To: "Darren Ind ke" CC "Joan Roberts" Joan, I am not in the oOffice but o am sure you a re familiar with the closing between Freedom Air sikorsky 760750 and Aetna ( or their Ilc) for Sikorsky 760472. I know both have deposits I escrow. A condition of closing is 750 needs to be on the international register, I am fine with you acting on Freedom Air's behalf and getting it done. I have included the email address of their attorney. Would you please contact him ASAP since we may have time closing issues. Naturally Darren feel free to contact Joan she will solve this issue. Thank you both George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E Vernon, NJ 07462 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/15/2011 3:07 PM CONFIDENTIAL Subject to Protective Order IATS - 000069 SDNY_GM_02774174 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260x14 EFTA01339442 FM title search-N722JE N162AE Subject FAA title search-N722JE N162AE From: Katie Miller Date: Wed, 29 Jun 2011 16:45:09 -0500 To: Ted Osgood Hello, Please find attached the FAA title searches on the above referenced aircraft. If you have any questions please feel free to contact our office. Katie Miller for Joan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36 Oklahoma City, OK 73179 Joan's email: N722JE-FAA title search.pdf Content-Type: application/pdf Content-Encoding: base64 N162AE-FAA title search.pdf N 1 62AE-FAA title search.pdf Content-Type: application/pdf Content-Encoding: base64 1 of 1 6/29/2011 4:45 Ply CONFIDENTIAL Subject to Protective Order IATS - 000070 SDNY_GM_02774175 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026081 5 EFTA01339443 Fwd: I 62AE and 722JE From: Joan Roberts' Sent: Tuesday, June 28, 2011 3:03 PM To: Ted Osgood Subject: Re: 102KP don't have all of the money yet, but I believe we have everything else. We just received partial funds - have a total of $1,584,910.54 at this point. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 731 79 On 6/28/2011 1:29 PM, Ted Osgood wrote: Hi Joan We are tentatively planning the closing for this plane tomorrow at 3:00 eastern. Do you have everything you need? Ted Osgood Aircraft Sales Director Guardian Jet, LLC 1445 Boston Post Road Guilford, CT 06437 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by M_ailScantw, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 3 6/28/201 1 3:26 PM CONFIDENTIAL Subject to Protective Order IATS 000071 SDNY GM_02774176 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00260816 EFTA01339444 Fwd: 162AE and 72 2JE This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. r Sikorsky S-76C+ sn760472 1997 Spec.pdf Content-Type: application/pdf Content-Encoding: base64 SKMBT_C25311062814220.pdf SKMBT_C25311062814220.pdfContent-Type: application/pdf Content-Encoding: base64 3 of 3 6/28/2011 3:26 PM CONFIDENTIAL Subject to Protective Order IATS - 000072 SDNY GM_02774177 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260817 EFTA01339445 Fwd: 722JE Specs Subject: Fwd: 722JE Specs From: Joan Roberts Date: Tue, 28 Jun 2011 14:28:59 -0500 To: Katie Miller Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 731 79 Original Message Subject:722JE Specs Date:Tue, 28 Jun 2011 15:15:51 -0400 From:Ted Osgood To:Joan Roberts Not specs exactly but should have all the information you need. Ted Osgood Aircraft Sales Director Guardian Jet, LLC 1445 Boston Post Road Guilford, CT 06437 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 760750 Acceptance Reportpdf Content-Type: application/pdf I Content-Encoding: base64 1 of 2 6/28/2011 3:28 Plo CONFIDENTIAL Subject to Protective Order lATS - 000073 SDNY_GM_02774178 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260818 EFTA01339446 Fwd 722JE Specs 2 of 2 6/28/2011 3:28 PM CONFIDENTIAL Subject to Protective Order IATS - 000074 SDNY_GM_02774179 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260819 EFTA01339447 1997 Sikorsky S76C+ N162AE, SIN 760472 Specifications and Summary Guardian Jet, LLC 1445 Boston post Road r_, afred rnnnoNr.,l of CONFIDENTIAL Subject to Protective Order uardian Jet IATS - 000075 SDNY_GM_02774180 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260820 EFTA01339448 Guardian Jet, LLC Tele: 203-453-0800 Fax: 203-453-4527 salestaquardianiet.com www auardianiet.com 1997 Sikorsky S76C+ N162AE- S/N 760472 TOTAL TIME: (Tines as of 092312010) TTAF: 6806.9 his MAIN GEARBOX: 2993.9 hrs TSO LANDINGS: 14751 ENGINES: (2) Turbomeca Arriel 2S1 Engines. 01 #2 Serial Number 20040 20533TEC NEW: 5595.8 2268.4 Module 1 Next Due 6290 Eng. HIS. 3500 Eng. Firs. Module 2 Next Due 8073 Eng. Hrs. 3367 Eng. Hrs. Module 3 Next Due 6343 Eng. Hrs. 3367 Eng. Hrs. Module 4 Next Due 6290 Eng. Hrs. 4500 Eng. Hrs. Module 5 Next Due 8614 Eng. Hrs. 3500 Eng. Hrs. CYCLES: N1: 7133 N1: 8374 N2: 5687 N2: 8081 HMO 6220 Eng. Hrs. 2308 Eng. Hrs. NOTE: Power Train is covered by: PAP AVIONICS: Honeywell Primus II (package) EFIS: Honeywell EDZ 756 COMMUNICATIONS: (2) RCZ 850 NAVIGATION: (2) RNZ 850 FUGHT CONTROL SYSTEM / AUTOPILOT: (2) Honeywel SPZ 7600 RADAR: Honeywell PRIMUS 700 TRANSPONDER: (2) RCZ 850 AUTOMATIC DIRECTION FINDER: RNZ 850 DISTANCE MEASURING EQUIPMENT: RNZ 850 RADAR ALTIMETER. Honeywell AA-300 GLOBAL POSITIONING SYSTEM: UNS 1D FUGHT MANAGEMENT SYSTEM: UNS 1D TRAFFIC COLLISION AVOIDANCE SYSTEM: Benda TCAS-1 CAS 66 TERRAIN AWARENESS AND WARNING SYSTEM: N/A ELT: Artex ELT-110-406HM STORMSCOPE: Honeywell LSZ-860 COCKPIT VOICE RECORDER: Universal CVR-30A ADDITIONAL AVIONICS: Dual 375 VA KGS static inverters Passenger Briefer HUCAB-2 ICG ICS 100 Right Phone with passenger handsel and dialer and pilots PTA-12 dialer BF Goodrich ADI 335D Standby ADI Dual Digital Clocks: Davtron 877 Keith 21.000 BTU NC System C4 Standby Altimeter/Airspeed Indicator CONFIDENTIAL Subject to Protective Order IATS - 000076 SDNY_GM_02774181 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260821 EFTA01339449 1997 Sikorsky S76C+ Specifications (Cont'd) OTHER ITEMS: Floats Cocoon Noise Reduction Upper aid Lower Anti-collision Light System Forward Facing Recognition Light System Pulse Light System Pilot Controlled Search Light Two Door Speakers Left and Right Cabin Boarding Steps Tail Rotor Pedal Lubrication Kit Engine and Gearbox Fuzz Burner Kit WEIGHTS: MAX TAKEOFF WEIGHT: 11,700 Lbs. EMPTY WEIGHT: 8.257 Lbs. MAINTENANCE & INSPECTIONS: LAST MAJOR INSPECTION LAST COMPLETED NEXTDUF 3 Year Rotor Inspection 6671 6/01/2009 6/01/2012 1500 Hour Inspection 5590 1229/2006 7090 WIN GEARBOX AND ROTOR COMPONENT NEXT DUE* Main Gearbox 7063 MR Hub 18000 MR Blades 11750 Swashplate Assembly 19200 MR Hans 21700 MGB Upper Housing 11629 Spindle/Cuff Assembly 9802 Bearing Outer Race 7293 ELsstomeric Bearings 19600 MGB Quill Shaft 12813 MR Shaft 8713 Swashptate Guide 21229 (Wore: Next Doe times based on Total Aiharro Time except Engine Overhauls and HMUs which am based on Engine Times) TAIL GEARBOX AND ROTOR INTERMAEDIATE GEARBOX AND OTHER COMPONENT NEXT DUE COMPONENT NEXT DUE' Tail Gearbox 7294 Intermediate Gearbox 8959 TR Blades 20,000 Pitch AFCS Actuator 8063/7556 TR Horns 12,000 Roll AFCS Actuator 6848/7858 Tail GB Output Shaft 7848 Yaw AFCS Actuator 7921/9362 Outboard Retaining Plate 9,380 StsdedGenerator 7453/7556 CONFIDENTIAL Subject to Protective Order lATS - 000077 SDNY_GM_02774182 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260822 EFTA01339450 INTERIOR DESCRIPTION: (Original Interior completed at Sikorsky. West Palm Beach, FL) This aircraft features the Cocoon Kit Noise Reduction Interior. The passenger compartment is configured for 6 passengers with a 3 place forward facing divan and 3 place aft facing divan. The passenger cabin features two credenzas, one forward and one aft. The passenger seats are medium blue leather and the woodwork is light oak veneer. The side walls are ivory oolor ultra-suede and the carpet is dark blue. EXTERIOR DESCRIPTION: (Painted at Keystone Helicopter in June 2004) The paint is Jet-Glo Overall White (#570-535) with Blue (#00412) and Yellow (#00160) accent stripes. HISTORY: ► One Fortune 100 owner since new NOTES: ► Aircraft was completed December 12, 1997 ► Power Train covered by Sikorsky PAP ► Equipped with Emergency Floatation System ► Maintenance Tracking by HeloTrac. AVAILABLE: Immediately ASKING PRICE: 52,900,000 (USD) litts aircraft is being arCkered by Gunmen Jet U_C Prospective purchasers an, ancowaged to conduct Mak own indeperdea PrePurthase insPOOtaan as Guardian Jet LLC makes no represadations as fo the ainsorfhiness of Me Strati or the acttuacy aline above edam:ton Sperlicaftis sutasct to venfication upon 'aspectOn. Aircraft subject to pnor sao a osavai0 SS CONFIDENTIAL Subject to Protective Order IATS - 000078 SDNY_GM_02774183 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260823 EFTA01339451 1997 Sikorsky S76C+ Photos CONFIDENTIAL Subject to Protective Order IATS - 000079 SDNY_GM_02774184 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260524 EFTA01339452 CONFIDENTIAL Subject to Protective Order IATS - 000080 SDNY_GM_02774185 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260825 EFTA01339453 CONFIDENTIAL Subject to Protective Order IATS - 000081 SDNY_GM_02774186 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260826 EFTA01339454 CONFIDENTIAL Subject to Protective Order IATS - 000082 SDNY_GM_02774187 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260827 EFTA01339455 FAA Registry - Aircraft - N-Number Results Page 1 of I Aircraft Inquiries N-Number Serial Number Name Make / Model Engine Reference Dealer Document Index State and County Territory and Country Pending / Expired / Canceled Registration Reports N-number Availability Request a Reserved N￾Number: - Online - In Writing Reserved N-Number Renewal - Online Request for Aircraft Records - Online Help Main Menu Aircraft Registration Aircraft Downloadable Database Definitions N-Number Format Registrations at Risk Contact Aircraft Registration FAA REGISTRY N-Number Inquiry Results N722JE is Assigned Data Updated each Federal Working Day at Midnight Serial Number Manufacturer Name Model Type Aircraft Pending Number Change Date Change Authorized MFR Year Aircraft Description 760750 KEYSTONE HELICOPTER S-76C Rotorcraft None None 2008 Type Registration Certificate Issue Date Expiration Date Status Corporation 02/27/2009 12/31/2013 Valid Type Engine Turbo-shaft Dealer No 52325707 NO Mode S Code Fractional Owner Name Street City County Country Registered Owner FREEDOM AIR INTERNATIONAL INC 103 FOULK RD STE 202 WILMINGTON State DELAWARE NEW CASTLE Zip Code 19803-3742 UNITED STATES Airworthiness http://registry.faa.gov/aireraftinquiry/NNum_Results.aspx?NNumbettxt=722JE CONFIDENTIAL 6/28/2011 Subject to Protective Order IATS - 000083 SDNY_GM_02774188 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260828 EFTA01339456 FAA Registry - Aircraft - N-Number Results Page I of 1 Aircraft Inquiries N-Number Serial Number Name Make / Model Engine Reference Dealer Document Index State and County Territory and Country Pending / Expired / Canceled Registration Rgports N-number Availability Request a Reserved N-Number: - Online - In Writing Reserved N-Number Renewal - chills Request for Aircraft Records - Online Help Name Main Menu Street Aircraft Registration Aire City Downloadable County Database Country Definitions N-Number Format Registrations at Risk FAA REGISTRY N-Number Inquiry Results N162AE is Assigned Data Updated each Federal Working Day at Midnight Aircraft Description Serial Number 760472 Manufacturer Name SIKORSKY Model S-76C Type Aircraft Pending Number Change Date Change Authorized MFR Year Rotorcraft None None 1997 Type Registration Certificate Issue Date Expiration Date Status Valid Type Engine Turbo-shaft No 50174441 Dealer Mode S Code Fractional Owner Corporation 12/22/2009 06/30/2013 NO Registered Owner ASI WINGS LLC CP: 151 FARMINGTON AVE HARTFORD State CONNECTICUT HARTFORD Zip Code 06156-0001 UNITED STATES Airworthiness http://registry.faa.gov/aircraftinquiry/NNum_Results.aspx7NNumbertxt=162AE CONFIDENTIAL 6/28/2011 Subject to Protective Order IATS - 000084 SDNY_GM_02774189 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260829 EFTA01339457 Wires In/Out CONFIDENTIAL Subject to Protective Order IATS - 000085 SDNY_GM_02774190 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260830 EFTA01339458 lal.ovetl Sr )UEF4 v, amut.. LoLal CONFIDENTIAL CREDIT 8, 'ANc, I l i .J! 1424.6tAel_ i i ! I I ,T1 - - ---1--L!!!-Ii ,'II 117-1--7. ------ ! r. ! ! ; i : ! ! fIl_ : . i i , : ! . i i L i ; ---r.. ,.. !--- Subject to Protective Order IATS - 000086 SDNY GM 02774.1 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260831 EFTA01339459 TEMPLATE ' NO. 6,- (1:0° I CONTROL • (FOR NINE DEPT USE 0MM ®IBC bacImam! getof Corracc AUTHORIZATION TO TRANSFER DOMESTIC WIRE (WITHIN Revned MAR 20ro FUNDS FORM THE US) IBC CUSTOMER (ORIGINATOR) INFORMATION DATE 8-5-11 I IBC BRANCH I ITTEN AMOUNT Teen ty-Eiet. Thousad and no/100 Dollars MOUNT r $25,000.00 FEE DEBIT ACCOUNT NUMBER OR CHECK # ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET CITY/STATE/ZIP OKLAHOMA CITY. OK 73179 TEL. NO BENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK Bank of America ABA/ROUTING ti BRANCH CITY & STATE BENEFICIARY INFORMATION BENEFICIARY Aetna Inc. Operating BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS CITY STATE ZIP CODE COUNTRY FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT St FURTHER CREDIT BNF ADDRESS CITY 'STATE I ZIP CODE 'COUNTRY I OBI REFERENCE (OMER BETIEnCYRY Ira N162AE sin 760472 NOTIFY *almoner is now ponhomk SO inf mope/ Wally Open TM snob 'wrierMe %sew arms, "%maw sv alwaaalloc.0.00.• paMMYYI. •• We MI ce ••• •00A•0 00*•••••••• , •••••••••• 003IsPapa rMr an the d east 11.4•011•Pps0 Ilempenatatetpa d taimeerson . 1 ors, wpawi lentoullS4Iss enrol isaIS a* ow Is aeon WM Celealins OUR Pawn lona 03•1M1 Ile "sal Is gni Se liallakinIllielleiliM OM Wel. etarail sainf • Oink l• WWI letrepreit CUSTOMER SIGNATURE PREPARED BY (PLEASE PRINT) Judy me ,.. rts "--- EXTENSION L./ / • CURRENT VERIFIED SIGNATURE CARD napellesbas, Meth copy of DMus Warts otPastpon BALANCE CURRENT AVAILABLE OFFICER SIGNATURF, MUST.BE FOLLOWEI/FORNON-ESTABLISHED NOTES .,OALL BACK PROCEDURES.‘ CUSTOMERS CUSTOMER WHO CALLED. ICALL BACK NUMBER: (WHO RECEIVED CALL: ICALL BACK BY: ITIME RECEIVED CALL: TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000087 SDNY_GM_02774192 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026O832 EFTA01339460 TEMPLATE NO. ®IBC e - III45 ill loicruoial Dark of Worm CONTROL I (FOR VIM DEPT USE COM AUTHORIZATION TO TRANSFER FUNDS DOMESTIC WIRE (WITHIN THE us) Rewsec IMAR 10t I FORM IBC CUSTOMER (ORIGINATOR) INFORMATION DATE 7126/2011 IIBC BRANCH WRITTEN AMOUNT One Million Three Hundred Seve Three Thousand Nine Hand ed Fifty-Seven and 60/100 Dollars AMOUNT $1,373,957.50 FEE DEBIT ACCOUNT NUMBER OR CHECK X ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET CITY/STATE/ZIP OKLAHOMA CITY, OK 73179 TEL. NO BENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK ABA ROUTING U BRANCH CITY 8 STATE BENEFICIARY INFORMATION BENEFICIARY Aetna Inc. Operating BENEFICIARY ACCOUNT NUMBER 'BENEFICIARY ADDRESS "CITY I STATE P CODE 'COUNTRY i FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT X I FURTHER CREDIT BNF ADDRESS ICITY STATE I I (ZIP PI COUNTRY I B CROEDEFERENCE(oricsseirr ItTIFFOI N162AE, s/n 760472 NOTIFY ...libmitsaf II se eiwrial• rdetthpoi Main lova MOM NM OS gel bir lab En an mono .J__ le earmeslies.winntailivoriitasee. an iii• NA Of Iler *OA CA,. • 1•40.014111101.410 SOWN WibIll 'a lintlintenanaS Mika argat406-Mriat Milano Snip mom snags. Iv snivel case brood ISSN'S. Oreci mad al to Ow* TM __..d t, sciremelipenstA of a OW Ma 'Medea an man a Ile essicbse WO is hansitonwl as mown bower Ike flaidica sUs aligod Invi War% Want ISMS • shsct • 1.014Icepromed CUSTOMER SIGNATURE (---_ ( >7 ) .--- PREPARED BY (PLEASE PRINT) I. :y i I Intern 1 Z .SCV—PrROJerr—c — EXTENSION 7--- alligailic. VERIFIED SIGNATURE CARD vsooscava stribritrooy of Odvats Llemas of AWN. ,: CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES - MUST BE FOLLOWED FOR NON-ESTABUSHED CUSTOMERS CUSTOMER WHO CALLED: I CALL BACK NUMBER: WHO RECEIVED CALL: CALL BACK BY: TIME RECEIVED CALL: TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000088 SDNY_GM_02774193 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260833 EFTA01339461 [ ense0 MAR 2011 ATE ®IBC Intmutioul Raiz of Cent:Inv TEMPLATE NO. - 9: I 0 CONTROL if (FOR WRE DEPT USE OKYi AUTHORIZATION TO TRANSFER FUNDS FORM DOMESTIC WIRE (WITHIN THE US) IBC CUSTOMER (ORIGINATOR) INFORMATION 17/26/2011 IBC BRANCH 'MITTEN AMOUNT One Hundred Thousand and no/100 Dollars MOUNT ($100,000.00 FEE EBIT ACCOUNT NUMBER OR CHECK N 'ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET ITY/STATE/ZIP 'OKLAHOMA CITY. OK 73179 EL. NO BENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK ABA/ROUTING 'BRANDI 'Fairfield NJ CITY & STATE BENEFICIARY INFORMATION BENEFICIARY Fox Rothschild LLP - Attorney Trust Account 'BENEFICIARY ACCOUNT NUMBER BENEFICIARYADDRESS ITY STATE IP CODE COUNTRY URTHER CREDIT BENEFICIARY ircraft Services Group Inc. 017651/Loan Restructuring 00008 FURTHER CREDIT BNF ACCOUNT N FURTHER CREDIT BNF ADDRESS "CITY ZIP CODE (Valle national Bank 'STATE COUNTRY OBI REFERENCE (OTHER OrNEFCNRYR101 N722JE NOTIFY modal., of Lew rya/lit et rnF Hybl ken by o)nx•vt /4. Mt itall fp to NUt Fon' namp wet *toter to • nip iiiieartope 0421•14 nisitirsixtv.te pen 0 et, w.f.. bones ei myled Minsvitil t•r f /1•01. w.) lartw mina • •• Nit...envy...40 I *WO Di try bb or ,...t9bnern thzr ant area *Mast* 71......W.noti wryofeafanIpt Nagle* Caty & ea. WHIMNI:Ionian& •• <micros' o? Ma Ina hIner “eryi• TI. menenz. cool Ina Ile Wynn berg, CUSTOMER SIGNATURE PREPARED BY (PLEASE PRINT) EXTENSION VERIFIED SIGNATURE CARD Jul Hunt man Joan F. Roberts 110A0frablo. alladl copy Or/ &Nen ISW130 a Passport CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES - MUST BE FOLLOWED FOR NON-ESTABLISHED CUSTOMERS CUSTOMER WHO CALLED: CALL BACK NUMBER. WHO RECEIVED CALL: 'TIME RECEIVED CALL: TIME OF CALL BACK: CALL BACK BY: CONFIDENTIAL Subject to Protective Order IATS - 000089 SDNY_GM_02774194 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260834 EFTA01339462 TEMPLATE NO. ®'BC 13- 1 1 131 Ininumal Itzni of etymem CORTROL a {FOR WIRE DEPT LEE WILY) AUTHORIZATION TO TRANSFER FUNDS DOMESTIC WIRE (WITHIN THE US) *cc IMAR 2011 FORM IBC CUSTOMER (ORIGINATOR INFORMATION DATE 7/26/2011 IBC BRANCH WRITTEN AMOUNT Eleven Million E ht Hundred Thousand and no/100 Dollars AMOUNT $11,800,0060 FEE DEBIT ACCOUNT NUMBER OR CHECK ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE. INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET CITY/STATE/ZIP OK 73179 TEL. NO BENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK IJP Mo an Chase ABA/ROUTING# BRANCH CITY 8 STATE BENEFICIARY INFORMATION BENEFICIARY Freedom Air International. Inc 'BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS CITY STATE ZIP CODE COUNTRY Panama FURTHER CREDIT BENEFICIARY IFURTHER CREDIT BNF ACCOUNT # 'FURTHER CREDIT BNF ADDRESS ICITY 'STATE I I 12; CODE ICOUNTRY I BI REFERENCE (OTHER BENEFiCIARY Iwo) N722JE, 760750 NOTIFY u:want. dohs Fairer I. wanking:, tab. lams tut tn• Atte WI, WWII' mien ass hornet, WY.,, b rib...I at maitre, Pe WO. r Two ennantelows St seta.ffiK••••••tothw. loa“•••••••th• P.4 d•M MOOT yet . nit" ."."'" "..... , t11"...* ad .0.0 I lbw. wed 01 to eat Ile takiiim. belt" SMSSIIII FOCS•I • °MON' InIngeolstattell.. P *towbar el /I won unithwi ',nor... zoom te*Wed Oa *WO int.. I rump IV Meet CUSTOMER SIGNATURE PREPARED BY (PLEASE PRINT) Judy Hun eman Joan F. Roberta EXTENSION VERIFIED SIGNATURE CARD \ fe *POW. and , coPY 0 Wears Cain of Pavia( CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES - MUST BE FOLLOWED FOR NON-ESTABLISHED CUSTOMERS CUSTOMER WHO CALLED: CALL BACK NUMBER: WHO RECEIVED CALL: CALL BACK BY: TIME RECEIVED CALL: TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000090 SDNY_GM_02774195 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260535 EFTA01339463 IBC I:14/n4/,ad Big ot l'carro: Rewsect MAR 2011 TEMPLATE NO. _ CONTROL 0 (FOR WIRE DEPT USE ONLY) AUTHORIZATION TO TRANSFER FUNDS FORM DOMESTIC WIRE (WITHIN THE US) IBC CUSTOMER (ORIGINATOR)INFORMATION DATE 7/26/2011 IBC BRANCH WRITTEN AMOUNT AMOUNT $100,000.00 FEE DEBIT ACCOUNT NUMBER OR CHECK ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36Th STREET CITY/STATE/ZIP OKLAHOMA CITY, OK 73179 EL. NO BENEFICIARY (RECEIVER)BANK INFORMATION RECEIVER BANK ABA/ROUTING 0BRANCH ITY 8 STATE BENEFICIARY INFORMATION BENEFICIARY BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS CITY 741 BOSTON POST ROAD GUILFORD STATE ICT ZIP CODE COUNTRY FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT 0 FURTHER CREDIT BNF ADDRESS ICITY 'STATE (ZIP CODE COUNTRY BI REFERENCE (0 ER 8 EKEFICIARY INFOI NI62AE, s/n 760472 NOTIFY osiesidenem a See peon. a<-ans.' Wyly Tn. l Lint Mai ml In ...V. n 'my vas wasbon lea, wiwaniew.Seirtml••••...... a. yobs-, ••••[•2 ..1......d 4 Y. , • 4 WWI, Bat. aid Perie•f Senn OM eilvg ti... any ball NO IldMity fads" MSS Or is op <lend of analiciead byway beget Ibble 1114,00* PO Weftfa••••••••101~MOW &M. 11,141wsisipwi baay 40.0.0••••p• IMAM tin if ea ay.,. M canna** trident ca al Man Was webbed. To pap.. I. unw Is ...ann. dams a.... otoir.r.....t...a..• k it wimps S.rpm.. CUSTOMER SIGNATURE ( .7 C\ C PREPARED BY (PLEASE PRINT) EXTENSION VERIFIED SIGNATURE CARD CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES - MUST BE FOLLOWED OR NON-ESTABLISH ED CUSTOMERS U applicable. attach py rants License Of Passport CUSTOMER WHO CALLED: CALL BACK NUMBER: WHO RECEIVED CALL: CALL BACK BY: TIME RECEIVED CALL: TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000091 SDNYGM_02774196 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260836 EFTA01339464 rrom: rECOVIrEtat IU.W,WW30040Uflk0 International Bank of Commerce Wire Transfer Advice Beneficiary: INSURED AIRCRAFT T ITLE SERVICE Amount: 31,404,945.00 mummy, July 40, 10:03:31 Sender Information Name ABA 9 Reference N By Order Of Received from OMAD Ref 0 JPMORGAN CHASE 33Y R1 as )e JPMCLEARING CORP JEFFREY EPSTEIN 20110725K4OLEO1C00079307251614FT03 Additional Funds Transfer Information Beneficiary Beneficiary ID Beneficiary Bank Originator Info Originator Bank Originator Bank Info Bank to Bank Info Reference for Beneficiary IMAD Ref 0 INSURED AIRCRAFT T ITLE SERVICE JEFFREY EPSTEIN JPMCLEARING CORP METROTECH CENTER BROOKLYN NY SERIAL NUMBER N162AE AND N122JE This funds transfer was received for the amount of 1,404,945.00. The funds have been credited to account OMMIONIMIX4 Thank you for doing business with IBC ! CONFIDENTIAL SubjecttoProtectiveOrder IATS - 000092 SDNY_GM_02774197 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260837 EFTA01339465 From. FmcVVire32 To: 9.1.4056845070,8 International Bank of Commerce Wire Transfer Advice Beneficiary: INSURED AIRCRAFT TITLE SERVICE Amount: $11,803,902.50 weak Tuesday. July 26. 09:27:21 2011 q :33" Sender Information Name ABA Reference 0 By Order Of Received from OMAD Ref 0 rTTTRANK N A AETNA INC.-OPERATING 20110726KM4LE01C00005207260745FT03 Additional Funds Transfer Information Beneficiary Beneficiary ID Beneficiary Bank Originator Info Originator Bank RCRAFT TITLE SERVICE AETNA INC.-OPERATING Originator Bank Info RE KEYSTONE S-76C PER DENISE COTEINVOICE NUMBER COTED7/26/11 Bank to Bank Info Reference for Beneficiary IMAD Ref 0 20110726B140021C000274 This funds transfer was received for the 003,902.50. The funds have been credited to account Thank you for doing business with IBC I CONFIDENTIAL Subject to Protective Order IATS - 000093 SDNY_GM_02774198 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260838 EFTA01339466 .)t ic,a3c175q/Co er_ 0 poto zeolektritt-t t 1.1 Establishment of Special Escrow Account. The Deposit has been wire transferred to the general escrow account of Escrow Agent maintained at International Bank of Commerce, 3817 N.W. Expressway, Suite 100, Oklahoma City, Oklahoma 73112. Upon the execution of this Agreement, the Escrow Agent shall promptly cause the Deposit to be transferred to, and maintained in, a special escrow account at said Bank created and maintained solely and exclusively for the purpose of this transaction (the "Special Escrow Account"); and Escrow Agent shall thereupon provide Seller and Purchaser with the number of the Special Escrow Account and any other information pertinent thereto. The Deposit shall be held in escrow by Escrow Agent in the Special Escrow Account, and shall be refundable to Purchaser unless the same becomes nonrefundable in accordance with the express provisions of this Agreement. The Escrow Agent shall not place or hold any funds in the Special Escrow Account except for the funds received in connection with this transaction (namely, the Deposit and the Purchase Price Balance). ono the Aircraft. (a) At the time of Seller's delivery of the Aircraft at the Closing, the Aircraft shall be in the following condition (the "Delivery Condition"): (i) The Aircraft shall be in an airworthy condition, with a current and valid U.S. Certificate of Airworthiness, and with all systems, components, installed equipment, and engines in operating condition and functioning in accordance with manufacturer's specifications. (ii) The Aircraft shall be current on the manufacturer's recommended maintenance program with all hourly and calendar inspections current through the date of delivery. (iii) The Aircraft shall be in compliance with all applicable FAA Airworthiness Directives and Manufacturer's Mandatory Service Bulletins. (iv) The Aircraft shall be free of damage history and corrosion except as otherwise disclosed on Exhibit B attached hereto. (v) Title to the Aircraft shall be free and clear of all liens, claims and encumbrances at the time tide is transferred at the Closing with Seller able to convey good and marketable title to the Aircraft. (vi) The Aircraft shall have current, complete and continuous logbooks from the date of manufacture to the Closing Date, and with all manuals, data, technical records, task cards and information back-to-manufacturer on all life limited parts of the Aircraft. (vii) The Aircraft shall conform to the specifications set forth on Exhibit A attached hereto. (viii) The Aircraft shall be registered on the United States Civil Aviation 2 gm. CONFIDENTIAL Subject to Protective Order IATS - 000094 SDNYGM_02774199 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260839 EFTA01339467 From. FaxWire32 To: 9,1,4056845070,8 International Rank of Commerce Wire Transfer Advice Beneficiary: INSURED AIRCRAFT TITLE SERVICE Amount: $100,000.00 Thursday, June 30, 08:44:57 2011 1\11(.(2214E￾Sender Information Name ABA M Reference 0 By order of Received from OMAD Ref FREEDOM AIR INTERNATIONAL, INC. 2011062910h2LE01C00102606291734FT03 Additional Funds Transfer Information Beneficiary Beneficiary ID Beneficiary Bank Originator Info Originator Bank INSURED AIRCRAFT TITLE SERVICE FREEDOM AIR INTERNATIONAL, INC. %;15O Originator Bank Info SERIAL NO 760472 REGISTERED N162AE Bank to Bank Info Reference for Beneficiary 0S1 OF 11/06/29 IMAD Ref if 2011062981QGCO8C009104 This funds transfer was received for the 00,000.00. The funds have been credited to account Thank you for doing business with IBC ! CONFIDENTIAL Subject to Protective Order ATS-000095 SDNY_GM_02774200 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260840 EFTA01339468 1 v. 0, a -etiatiom:JU f .1,O International Bank of Commerce Wire Transfer Advice Beneficiary: INSURED AIRCRAFT TITLE SERVICE Amount: 5100,000.00 Wednesday. June 29, 12:27:43 2011 1,),.31 1 Sender Information Name ABA II Reference By order of Received from OMAD Ref IS CITIBANK N.A. AETNA INC.-OPERATING 20110629K4QLEO1C00043606291312FT03 Additional Funds Transfer Information Beneficiary Beneficiary ID Beneficiary Bank Originator Info Originator Bank RCRAFT TITLE SERVICE AETNA INC.-OPERATING Originator Bank Info KEYSTONE S-76C PER DENISE COTE Bank to Bank Info Reference for Beneficiary IMAD Ref I 2011062981Q8021C017728 This funds transfer was received for the amount of 100,000.00. The, funds have been credited to account N Thank you for doing business with IBC ! CONFIDENTIAL Subject to Protective Order IATS - 000096 SDNCGM_02774201 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026084I EFTA01339469 Insured Aircraft Title Service, Inc. 4848 S.W. 36. Street, Oklahoma City, OK 73179 irobert4Minsuredairrrall cgm P.O. Box 19127, Oklahoma City, OK 73144 Direct Fax: 405-682-0818 1.800.654.4882, 405.681.6663 General Fax: 405-681-9299 DEPOSIT CONFIRMATION DATE: July 21, 2011 FROM: Katie Miller Asst. to Joan Roberts, Vice President TO: Jap Blankenship RE: N162AE Sikorsky S-76C, S/N 760472 NUMBER OF PAGES: -1- (INCLUDING TRANSMITTAL SHEET). THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, INC. RECEIVED A DEPOSIT IN THE AMOUNT OF $100,000.00 (HELD IN A SPECIAL ESCROW ACCOUNT #1603473416) TOWARDS THE PURCHASE OF THE ABOVE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW PENDING FURTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR THE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405-681-6663. Serving the Aviation Industry for over 40 years CONFIDENTIAL Subject to Protective Order IATS - 000097 SDNY_GM_02774202 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260842 EFTA01339470 Insured Aircraft Title Service, Inc. 4848 SW. 360. Street, Oklahoma City, OK 73179 trobertsfeinsuredaircratIcom P.O. Box 19527, Oklahoma City, OK 73144 Direct Fax: 405-682-0818 1.800.654.4882, 405.681.6663 General Fax: 405-681-9299 DEPOSIT CONFIRMATION DATE: July 21, 2011 FROM: Katie Miller Asst. to Joan Roberts, Vice President TO: Jap Blankenship RE: N722JE Keystone Helicopter S-76C, S/N 760750 NUMBER OF PAGES: -1- (INCLUDING TRANSMITTAL SHEET). THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, INC. RECEIVED A DEPOSIT IN THE AMOUNT OF $100,000.00 (HELD IN A SPECIAL ESCROW ACCOUNT #1603473416) TOWARDS THE. PURCHASE OF THE ABOVE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW PENDING FURTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR TIlE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405-681-6663. Serving the Aviation Industry for over 40 years CONFIDENTIAL Subject to Protective Order IATS - 000098 SDNY_GM_02774203 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260843 EFTA01339471 deposit confirmation-N722.11 NI 62AE Subject: deposit confirmation-N722JE N 162AE Fiorn: Katie Milled Date: Thu, 21 Jul 2011 08:14:40 -0500 To: Hello, The attached letter will confirm funds into escrow on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. Best Regards, Katie Miller for Joan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36 Oklahoma City, OK 73179 N722.1E-dep conf.pdf Content-Type: application/pdf Content-Encoding: base64 N162AE-dep contpdf N'162AE-dep conf.pdf Content-Type: application/pdf Content-Encoding: base64 I o(1 7/21/2011 8:15 AN CONFIDENTIAL Subject to Protective Order IATS - 000099 SDNY_GM_02774204 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60844 EFTA01339472 kir Insured Aircraft Title Service, Inc. 4848 S.W. 36. Street. Oklahoma City. OK 73179 iroberts@inSuredaircraft.com P.O. Boo 14527. Oklahoma City. OK 73144 Direct Fax: 405682.0818 V800.654.4887. 405.681.6663 General Fax. 401.681.9299 DEPOSIT CONFIRMATION DATE: June 30, 2011 FROM: Katie Miller Asst. to Joan Roberts, Vice President TO: George Reenstra RE: N162AE Sikorsky S-76C, S/N 760472 NUMBER OF PAGES: -1- (INCLUDING TRANSMITTAL SHEET). THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, INC. RECEIVED A DEPOSIT IN THE AMOUNT OF $100,000.00 TOWARDS THE PURCHASE OF THE ABOVE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW PENDING FURTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR THE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405-681-6663. 1,71' .over 40 veA,..! CONFIDENTIAL Subject to Protective Order IATS - 000100 SDNY_GM_02774205 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260845 EFTA01339473 deposit confirmation-N162AE Subject: deposit con firmation-N162AE Fro,:i: Katie Miller <kmiller@insuredaircraft.com> Date: Thu, 30 Jun 2011 O9:14:27 -0500 To: Ted Osgood Hello, The attached letter will confirm funds into escrow on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. Best Regards, Katie Miller for Joan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36 Oklahoma City, OK 73179 N162AE-dep conf.pdf Content-Type: application/pdf Content-Encoding: base64 1 of 1 6/30/2011 9:14 Alv CONFIDENTIAL Subject to Protective Order IATS - 000101 SDNY_GM_02774206 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260846 EFTA01339474 11Insured Aircraft Title Service, Inc. 4848 Ssv. 36.Streti. Oklahoma City. OK 73179 will.° cains.rorlairrra fr row P.O. Box 19527. Oklahoma City. OK 73144 Direct Fax: 405682-0818 1.800.654.4882. 405.681.6663 General Fax: 401.681.9299 DEPOSIT CONFIRMATION DATE: June 29, 2011 FROM: Katie Miller Asst. to Joan Roberts, Vice President TO: George Reenstra RE: N722JE Keystone Helicopter S-76C, S/N 760750 -NUMBER OF PAGES: -1- (INCLUDING TRANSMITTAL SHEET). . THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, INC. RECEIVED A DEPOSIT IN THE AMOUNT OF S100,000.00 FROM AETNA INC. TOWARDS THE PURCHASE OF THE ABOVE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW PENDING FURTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR THE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405-681-6663. Inkitisiry tor oat?: veA:.! CONFIDENTIAL Subject to Protective Order IATS - 000102 SDNY_GM02 774207 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260847 EFTA01339475 deposit confir nation-N722JE Subject: deposit confirmation-N722JE Fran: Katie Miller < Date: Wed, 29 Jun 2011 13:13:36 -0500 To: Ted Osgood Hello, The attached letter will confirm funds into escrow on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. Best Regards, Katie Miller for Joan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36 Oklahoma City, OK 73179 N722JE-dep conf.pdf Content-Type: application/pdf Content-Encoding: base64 1 of 1 6/29/201 1 7:73 PR CONFIDENTIAL Subject to Protective Order IATS - 000103 SDNY_GM_02774208 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260848 EFTA01339476 FAA/IR Searches CONFIDENTIAL Subject to Protective Order IATS - 000104 SDNY_GM_02774209 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60849 EFTA01339477 Post Priority Search Certificate Issued by International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 26 Jul 2011 at 18:19:12 GMT Certificate Number: 15305284 Requested by: Judy Hunteman of Insured Aircraft Title Service, Inc Beneficiary of Priority Search Certificate: IATS - N722JE Search Criteria Manufacturer: Model designation: Manufacturer's serial number: Search Results SIKORSKY 5-76 760750 The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects eg. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the full aircraft object. Date/time Details of Interest 26JUL201I 18:01:37 GMT Registration Type: File number: Fractional or Partial Interest: Seller. Freedom Air International, Inc.• Buyer: ASI Wings, LUC Contract of Sale 732496 100.000000% Contact details: jrl_does@insurcdairentflcom Contact details: SullivaniftcovicCA@Metna.com End of List This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Page I of 2 Subject to Protective Order IATS - 000105 SDNY_GM_02774210 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260850 EFTA01339478 •The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Id: 293884 Old Name: Air Ghislaine, Inc. New Name: Freedom Air International, Inc. Date Changed on International Registry: 25-Jul-201 I Page 2 of 2 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000106 SDNY_GM_02774211 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260851 EFTA01339479 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 26 Jul 2011 at 18:21:42 GMT Certificate Number: 15305446 Requested by: Judy tlunteman of Insured Aircraft Tide Service, Inc. Beneficiary of Priority Search Certificate: IATS • N7221E. Search Criteria Manufacturer: TURBOMECA Model designation: ARRJEL 2S2 Manufacturer's serial number: 42286 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the MI aircraft object. Date/time Details of Interest Registration 26JUL201 I Type: Contract of Sale It 11:56 GMT File number: 732512 Fractional or Partial Interest: 100.000000% Seller Freedom Air International, Inc' Buyer: ASI Wings, LW Contact details: jrl does®insuredaircrafteom Contact details: SullivanifkovicCA@aana.com End of List Pagel of 2 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000107 SDNY_GM_02774212 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260852 EFTA01339480 'The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Id: 293884 Old Name: Air Ghislaine, Inc. New Name: Freedom Air International, Inc. Date Changed on International Registry 25-Jul-2011 Page 2 of 2 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000108 SDNY_GM_02774213 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260853 EFTA01339481 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 26 Jul 2011 at 18:25:13 GMT Certificate Number: 15305766 Requested by: Judy 11untenuin of Insured Aircraft Title Service, Inc. Beneficiary of Priority Search Certificate: 1ATS N7221F. Search Criteria Manufacturer: TURBOMF.CA Model designation: ARNIE, 252 Manufacturers serial number: 42285 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording factional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the full aircraft object. Date/time Details of Interest Registration 2611.1L201 I Type: Contract of Sale 18:06:15 GMT File number: 732506 Fractional or Partial Interest: 100.000000% Seller: Freedom Air International, Inc.• Buyer: AM Wings. LLC Contact details: jrl_docs@insuredaircraft.com Contact details: SullivanifkovicCAigaetna.com End of List Page I of 2 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000109 SDNY_GM_02774214 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260854 EFTA01339482 •The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Id: 293884 Old Name: Air Ghislaine, New Name: Freedom Air International. Inc. Dale Changed on International Registry: 25-Jul-2011 Page 2 of 2 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000110 SDNY_GM_02774215 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260855 EFTA01339483 Priority Search Certificate Issued by he International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 26 Jul 2011 at 18:14:17 GMT Certificate Number 15304804 Requested by: Judy Hunteman of Insured Aircraft Title Service, Inc. Beneficiary of Priority Search Certificate: EATS - N I 62A E Search Criteria Manufacturer: Model designation: blanufaciurees serial number. Search Results SIKORSKY S-76 760472 The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. Date/time Details of Interest Registration 1 ODEC2009 Type: 21:03:17 GMT File number. Fractional or Partial Interest: Seller. Aetna Life Insurance Company Buyer: ASI Wings, LLC Contract of Sale 33902 100.000000% Contact details: Flpolk@mcafeetaft.com Contact details: SullivanilkovicCA@aetna.com This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Page I of 3 Subject to Protective Order IATS - 000111 SDNY_GM_02774216 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260856 EFTA01339484 Search Criteria Manufacturer: SIKORSKY Model designation: S•76 Manufacturer's serial number 760472 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. Date/time Details of Interest Registration 261UL2011 Type: Contract of Sale 17:43:16 GMT File number: 732484 Fractional or Partial Interest: 100.000000% Seller: ASI Wings. LLC Buyer. Freedom Air International. Inc.' Contact details: SullivanifkovicCA@aetna.com Contact details: jrl_docs@insuredaircraft.com End of List Page 2 of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000112 SDNY_GM_02774217 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260557 EFTA01339485 •The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Id: 293884 Old Name: Air Ghatbine. Inc. Ncw Name: Freedom Air International, Inc. Date Changed on International Registry: 25•Jul•2011 Page 3 of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000113 SDNY_GM_02774218 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260858 EFTA01339486 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 26 Jul 2011 at 18:15:30 GMT Certificate Number: 15304964 Requested by: Judy Flunteman of Insured Aircraft Title Service, Inc. Beneficiary of Priority Search Certificate: IATS - NI 62AE Search Criteria Manufacturer: Turbomeca Model designation: Aniel 2S1 Manufacturer's serial number 20040 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the full aircraft object. Date/time Details of Interest Registration I0DEC2009 Type: Contract of Sale 21:07:12 GMT Pile number: 33912 Fractional or Partial Interest: 100.000000% Seller. Aetna Lifc Insurance Company Buyer: ASI Wings, LLC Contact details: Fl.polk@mcafeaaftcom Contact details: Sullivani&ovicCA@aetacom Page I of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000114 SDNY_GM_02774279 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260859 EFTA01339487 Search Criteria Manufacturer: Turbomeca Model designation: Arriel 251 Manufactura's serial number: 20040 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the full aircraft object Date/time Details of Interest Registration 26JUL2011 Type: Contract of Sale 17:49:56 GMT File number 732486 Fractional or Partial Interest: 100.000000% Seller ASI Wings, LW Buyer: Freedom Air International, Inc.• Contact details: SullivanifkovicCA€thetna.com Contact details: jrl_docs@insuredairaaftcom Registration 26JUL2011 Type: Contract of Sale 18:01:51 GMT File number: 732498 Fractional or Partial Interest: 100.000000% Sella: ASI Wings, LW Contact details: SullivanificovicCACthetna.com Buyer: Freedom Air International, Inc.• Contact details: jrl_docs(Dinsura.laircraft.com End of List Page 2 of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000115 SDNY_GM_02774220 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260860 EFTA01339488 •The International Registry• was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity It 2938R4 Old Name: Air Ghislaine, Inc. New Name: Freedom Air International, Inc. Date Changed on International Registry•: 25-Jul-201I Page 3 of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000116 SDNY_GM_02774221 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260861 EFTA01339489 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate w•as created on 26 Jul 2011 at 18:16:57 GMT Certificate Number 15305126 Requested by: Beneficiary of Priority Search Certificate: IATS - N162AE Judy Hunteman of Insured Aircraft Title Service, Inc. Search Criteria Manufacturer. Model designation: Manufacture?, serial number: Search Results Turbomeca Arriel 2S1 20533TEC The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. Date/time Details of Interest Registration I0DEC2009 Type: 21:10:11 GMT File number: Fractional or Partial Interest: Seller: Aetna life Insurance Company Buyer. ASI Wings, LUC Contract of Sale 33920 100.000000% Contact details: Fl.polk@mcafeetaft.com Contact details: SullivaniflcovicCA@attna.com This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Page I of 3 Subject to Protective Order IATS - 000117 SDNY_GM_02774222 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260862 EFTA01339490 Search Criteria Manufacture: Model designation: Manufacturer's serial number: Search Results Turbonteca Arriel 251 205331Fr The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. Date/titne Details of Interest Registration 26JUL2011 Type: 17:57:04 GMT File number: Fractional or Partial Interest: ASI Wings, LLC Buyer: Freedom Air International, Inc.' Contract of Sale 732492 100.000000% Contact details: Sullivanifkov MALCOM Contact details: jrl_docs(4)insurcdaircraft.can End of List This document has been digitally signed by the Registrar and the signature has been fled. CONFIDENTIAL Page 2 of 3 Subject to Protective Order IATS - 000118 SDNY_GM_02774223 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260863 EFTA01339491 'The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Id: 293884 Old Name: Air Ohistaine, Inc. New Name: Freedom Air International, Inc. Date Changed on International Registry: 25•Jul•201I Page 3 of 3 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000119 SDNY_GM_02774224 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260864 EFTA01339492 Priority Search Certificate Issued by International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 20 Jul 2011 at 20:12:39 GMT Certificate Number: 15225286 Requested by: Judy Hunteman of Insured Aircraft Title Service, Inc. Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: SIKORSKY Model designation: S•76 Manufacturer's serial number: 760472 Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. Date/time Details of Interest Registration IODEC2009 Type: Contract of Sale 21:03:17 GMT File number: 31902 Fractional or Partial Interest: 100000000% Seller: Aetna Life Insurance Company Buyer: ASI Wings, lit Contact details: Fl.polk@meafeetaft.com Contact details: SultivanifkovicCA®actna.com End of List Page I of 1 This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000120 SDNY_GM_02774225 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260865 EFTA01339493 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 20 Jul 2011 at 20:13:53 GMT Certificate Number: 152252% Requested by: Beneficiary of Priority Search Certificate: IATS Judy Hunteman of Insured Aircraft Title Service, Inc. Search Criteria Manufacturer: Model designation: Manufacturer's serial number: Search Results Turbomeca Arriel 2S1 20040 The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown arc of the full aircraft object. Date/time Details of Interest Registration 10DEC2009 Type: 21:07:12 GMT File number. Fractional or Partial Interest: Seller. Aetna Life Insurance Company Buyer: ASI Wings, LLC Contract of Sale 33912 100.000000% Contact details: Fl.polk®mcafeetaft.com Contact details: SullivanifkovicCA®anna.com End of List This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Page I of I Subject to Protective Order IATS - 000121 SDNY_GM_02774226 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260866 EFTA01339494 Priority Search Certificate Issued by The International Registry for International Interests In Mobile Equipment (Aircraft Equipment) This certificate was created on 21 Jul 2011 at 21.24:38 GMT Certificate Number: 15250244 Requested by: Judy Hunteman of Insured Aircraft Title Service, Inc. Beneficiary of Priority Search Certificate: IATS • N162AE Search Criteria Manufacturer. Turbomcca Model designation: Artie: 2S1 Manufacturer's serial number 20533TEC Search Results The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. DateAitne Details of Interest Registration 10DEC2009 Type: Contract of Sale 21:101 1 OMIT File number: 33920 Fractional or Partial Interest: 100.000000% Seller: Aetna Life Insurance Company Buyer: ASI Wings, LLC Contact details: El.polic@rnrafeetallcom Contact details: SullivanifkovicCA@aetna.com End of List Page I of I This document has been digitally signed by the Registrar and the signature has been filed. CONFIDENTIAL Subject to Protective Order IATS - 000122 SDNY_GM_02774227 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260867 EFTA01339495 For: Insured Aircraft Title Service. Inc Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Ann: Joan Roberts AIRCRAFT 'Filly REPORT from FAA RECORDS SEARCH Account No. Phone No. DI Insured Aircraft Title Service, Inc. P 0 80% 19577 405-6814663 EKLAROMA OTY, OKLAHOMA 73144 TOLL FREE. PHONE 801-654-4882 RE: N/A FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: N162AE Make: Sikorsky Model: S-76C Serial No.: 760472 Record Owner: AM Wings, LLC Address: 151 Farmington Avenue, Hartford, CT 06156 'Type: Corporation Date Registered: 12.22.09 Title: Assistant Corporate Secretary of Aetna Inc., its Managing Member Signed By: Melinda Westbrook Acquired By: Bill of Sale Date: 12-10-09 Date Filed: 12-10-09 Recorded: 12-22-09 FAA Doc. # MC005542 Previous Owner: Aetna Life Insurance Company Address: 151 Farmington Avenue, Hartford, CT 06156 Date Registered: 12-5-03 Subject To: NO LIENS OF RECORD CONFIDENTIAL Subject to Protective Order Page 1 of 2 N162AE Ser. No. 760472 Printed: Jun 29, 20114:31 PM IATS - 000123 SDNY_GM_02774228 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260868 EFTA01339496 SS.S.SS. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: Joan Roberts AIRCRAFT TrrI,E REPORT from FAA RECORDS SEARCH Account No. Phone No. Insured Aircraft Title Service, Inc. rTl P 0 BOX 19527 405-681.6063 OKt AHOMACITC OKLAHOMA 73144 TOLL RICE PHONE 808854.4882 RE: N/A This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA index is free of error. Report Date: 06/29/2011 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE, INC. By E. Cotton EC/ts ThisTie Rryirt rfi iac;mla a search For intematiocel talents registered at the hecraiional Regislt Title Examiner Page 2 of 2 N162AF: Ser. No. 760472 Printed: Jun 29, 2011 4:31 PM CONFIDENTIAL Subject to Protective Order IATS - 000124 SDNY_GM_02774229 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260869 EFTA01339497 AN. 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 2 ti lllll\\ AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. ID El Insured Aircraft Tine Service, Inc. Escrow Department R O BC.% 1962? 405-8616663 4848 S.W. 36th St. D D CKLAHOMA WV. H OKLAHOMA TM 4 44 11XL FREE PONE 600454M Oklahoma City, OK 73179 RE: N162AE Attn: Joan Roberts FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arricl 2S1 Serial No.: 20040 Record Owner: FAA does not rcgistcr engines by name of owner. Lien status only is subject to recordation. Subject To: NO LIENS OF RECORD This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September 18, 1997. This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA index is free of error. Report Date: 07/21/2011 Page 1 of 2 Engine Ser. No. 20040 Printed: Jul 21, 2011 12:25 PM CONFIDENTIAL Subject to Protective Order IATS - 000125 SDNY_GM_02774230 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260870 EFTA01339498 ^."-^,,- 00 ,..." • AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: Joan Roberts A Insured Aircraft Title Service, Inc. PO BOX 19527 406-881.6683 OKLAHOMB C115'. CKLAPIOMA 73144 TOLL FREE: PHONE 8084544E82 RE: NI62AE TW/ts ;aclutic scmch Eta .• to, ,:; ]•11 inicra 'Sicced L. 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE, INC. By T. Woody Title Examiner Page 2 of 2 Engine Ser. No. 20040 Printed: Jul 21,2011 12:25 PM CONFIDENTIAL Subject to Protective Order IATS - 000126 SDNY_GM_02774231 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260871 EFTA01339499 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Ann: Joan Roberts w Q Insured Aircraft Title Service, Inc. P. 0 BOX 19627 a05-61O466.1 OKIAMMACITY.CKLAHOOM 731N TOLL MEE: PHONE 8CO4164.4418.2 RE: N162AE FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arriel 2S1 Serial No.: 20533TEC Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there am No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which arc not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September IS, 1997. 4 4 4 I 4 I CONFIDENTIAL Subject to Protective Order IATS - 000127 SDNY_GM_02774232 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260872 EFTA01339500 ? c / / / / / / / / ? / ? / / / / / / / / This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured ', ..... -"CCC, -^ CCN-".--COC, -, ,,, ...M.- -,00.--C ,0,7, -,- 00,-^C, --0...,C, -,Z, Z, -, . -C..- "'", ',... "Nt", -,-Thr•-m--,- 'XIX.. -_-._-._---._-,-..-._._-,-._-._---c----.-_-._-----,-._-._-,_-._---c-_-._-c-_----rc AIRCRAFT TITLE REPORT from FAA For: Insured Aircraft Title Service. Inc. Escrow Department RECORDS SEARCH Account No. I Phone No. D ID Insured Title Service, Inc. R0. 00% 19527 40641149ECI 4848 S.W. 36th St. El D OKLAHOMA CIF( OKLAHOMA 73144 TOLL FREE PIK/NE 000-654-4882 Oklahoma City. OK 73179 RE: N162AE Attn: Joan Roberts Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not / / guarantee, insure, or warrant that said FAA index is free of error. / / This Mk Repots toes na lack& a starch for international interests registered t the lactutimal Registry. EC/ts Report Date: 07/22/2011 / 7:29 a.m. Central / / INSURED AIRCRAFT TITLE SERVICE, INC. / / By E. Cotton /// / Title Examiner / / / / / / / / / / / / / // / / / / / / / / / / ? / ? / / / / / / / / / / / / / / / / / / / / / / Page 2 of 2 Engine Ser. No. 2063317.0 Printed: Jul 22, 2011 11:29 AM / / / - -,_ -_-,-,-,---._ -,_ -_-_-, -- -..-,---„-...-_-------------,-..-...---_-_-----ccc...-_-,---------,-----,-,-...-,---,--._-,---,-_-,---._ -- I CONFIDENTIAL Subject to Protective Order IATS - 000128 SDNY_GM_02774233 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260873 EFTA01339501 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: Joan Roberts ri Insured Aircraft Title Service, Inc. P 0 BOX 19527 405G9t•CGG3 OKLAHOMA aft OKLAHOMA 13141 TOLL FREE PHONE 830.65418eQ RE: N/A FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: N722JE Make: Keystone Ilelicopter Model: S-76C Serial No.: 760750 Record Owner: Freedom Air International Inc. formerly ShmitIca Air Inc. formerly Air Ghislaine Inc. Address: 103 Foulk Road, Ste. 202, Wilmington, DE 19803 Type: Corporation Date Registered: 2.27-09 Title: Vice President Signed By: Darren K. Indyke Acquired By: Bill of Sale Date: 12-30-08 Date Filed: 12-30-08 Recorded: 1.7-09 FAA Doc. # PI1001657 Previous Owner: Sikorsky Aircraft Corporation Address: 6900 Main Street, Stratford, CT 06614 Date Registered: 1-7.09 Subject To: NO LIENS OF RECORD Page 1 of 2 N722JE Ser. No. 760750 Printed: Jun 29, 2011 2:50 PM CONFIDENTIAL Subject to Protective Order IATS - 000129 SDNY_GM_02774234 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60874 EFTA01339502 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: Joan Roberts LJ Insured Aircraft Title Service, Inc. P 0 SOX 19527 4054918053 OKLAHOMA circ OKLAHOMA 73144 TOLL FREE: PHONE SC0491-4882 RE: N/A This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA index is free of error. This Tni: Rgints nei include a search for inkrnitiotial interests tegisteted at the international Re$;ir AD/ts Report Date: 06/29/2011 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE, INC. By A. Draper Title Examiner Page 2 of 2 N722JF: Ser. No. 760750 Printed: Jun 29, 2011 2:50 PM CONFIDENTIAL Subject to Protective Order IATS - 000130 SDNY_GM_02774235 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260875 EFTA01339503 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: loan Roberts Insured Aircraft Title Service, Inc. P.O. BCC( 19527 4054814663 °KLAN:AAACITY. OtUANOMA 73144 in TOLL FREE: PHONE1)304544882 RE: N7221E FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Affiel 2S2 Serial No.: 42285 Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there are No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September 18, 1997. Page 1 of 2 Engine Ser. No. 42285 Printed: Jun 29, 20112:51 PM CONFIDENTIAL Subject to Protective Order lATS - 000131 SDNY_GM_02774236 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260876 EFTA01339504 it AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. IT Insured Aircraft Title Service, Inc. Escrow Department ci P 0 BOX 1W 4064614863 4848 S.W. 36th St. 17 OKLAHOMA P0NE 1081A 73144 TOLL FREE: 8366844442 Oklahoma City, OK 73179 RE: N722JE Ann: Joan Roberts This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA index is free of error. Report Date: 06/29/2011 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE, INC. By A. Draper This Tile Report &vs Ml include AD/ts a search ler teamatad - Egen;sts ,:gstered al re,e IrgernliortalRegisti Title Examiner CONFIDENTIAL Subject to Protective Order Page 2 of 2 Engine Ser. No. 42285 Printed: Jun 29, 20112:51 PM I I IATS - 000132 SDNY_GM_02774237 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260377 EFTA01339505 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For-. Insured Aircraft Title Service, Inc. Insured Aircraft Title Service, Inc. Escrow Department P. 0. BOX 19527 405-6a 1 6663 4848 S.W. 36th St. rn OKUWOMA CITY. Ole AHOMA 73144 Tell rlICC NOOK 000454-11182 Oklahoma City, OK 73179 RE: N722JE Attn: Joan Roberts FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arriel 2S2 Serial No.: 42286 Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there are No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September 18, 1997. Page 1 of 2 Engine Ser. No. 42286 Printed: Jun 29, 20112:50 PM CONFIDENTIAL Subject to Protective Order IATS - 000133 SDNY_GM_02774238 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260878 EFTA01339506 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, Inc. Escrow Department 4848 S.W. 36th St. Oklahoma City, OK 73179 Attn: Joan Roberts Insured Aircraft Title Service, Inc. R O. BOX 1962? 409/614663 0121.91931.1A CM( OKLAHOMA ?3144 TOLL FREE PHONE 90041134-4N2 RE: N72216 This search is subject to the filings reflected on the index of collateral provided by the FAA and Insured Aircraft Title Service, Inc. assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA index is free of error. This Talc Rpon otos m include a search for heenotioil ins:Fes-is AD/ts regislered al the haernathor21Rtgistr￾Report Date: 06/29/2011 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE, INC. By A. Draper Title Examiner Page 2 of 2 Engine Ser. No. 42286 Printed: Jun 29, 2011 2:50 PM CONFIDENTIAL Subject to Protective Order IATS - 000134 SDNY_GM_02774239 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260879 EFTA01339507 International Registry Page 1 of I Home User Area Registration Area Search the Registry Foes and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish EACH (Frequently Asked Questions) Contact Us Annual Statistical Report Help Log-in: Judy Hunleman Insured Aircraft Title Service, Inc. Logout r Search Registrations Informational Search ' 11103,.3ti INTERNATIONAL REGISTRY OF MOBILE ASSETS Ei Model Manufacturer's oboe, Type Matra current Registration Manufacturer Select Designator Serial Number Manufacturer List Exists 760750 El SIKORSKY S-76 HELICOPTER YES NO f the object you are seeking is not in the returned list above you may sal obtain a Priority Search Certificate as follows 1. Return to the first search screen 2. Enter the full cbyect details i.e. Manufacturer, Model Designator. Serial Number and object type. 3. Ensure that the format used is as provided by the manufacturer to the IR for similar objects. 4. Request an informational search and follow the subsequent inStrucliOns LPrionty Search II Downie ad 1 nfoetional Search Lis II rg I Cancel By entering this site you acknowledge and agree to all terms and conditions stated herein SC1 --<k-r L_,- N tcNo Imns://www.intemationalrertistrv.aero/irWeb/naeeflows/work/Search/SearchReaistrations/refreshOotions.... 7/20/2011 CONFIDENTIAL Subject to Protective Order IATS - 000135 SDNY_GM_02774240 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260880 EFTA01339508 International Registry Home User Area Registration Area Search the Registry Fees and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish FAQs (Frequently Asked Questions) Contact Us Annual Statistical Report Help Page I of 1 py 0 ei Ent 4 Search Registrations Informational Search INTERNATIONAL REGISTRY OF MOBILE ASSETS isai Manufacturer TURBOMECA -PRATT 8 VVilITNEY CANADA Log4n. Judy Hunleman Insured Aircraft Title Service. Inc. Logout Medea ManufacturedS Object Matches current Registration Designator Serial Number Type Manufacturer List Exists ARRIEL 252 42285 ENGINE NO NO PT6A SERIES 42285 ENGINE YES NO 111 This object was not found on the system. It is listed here only to allow you to request a Priority Search Certificate if you so wish. It is listed in the format provided by you. Please ensure that the formal is correct i.e. as provided by the manufacturer to the IR for similar objects. Moray Search II Downlmd Informat kraal Search Listing By entering tills site yOu acknowledge and agree to al terms and conditions stated herein Inips://www.internationalregistry.aerofirWeb/pageflows/work/Seareh/SearchRegistrations/refreshOptions.... 7/20/2011 CONFIDENTIAL Subject to Protective Order IATS - 000136 SDNY_GM_02774241 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260881 EFTA01339509 International Registry Page I or Pic' • j gem . at N-FERNATIONAL REGISTRY OF MOBILE ASSETS fl Home Search Registrations User Area Registration Area Search the Registry Informational Search Fees and Payment Options Documentation and Information Model Manufacturers Object Matches current Registration Arabic Manufacturer Designator Serial Number Typo Manufacturer List Exists Chinese TURBOMECA ARRIEL 2S2 42286 ENGINE NO NO English French PT6A WHITNEY SERIES 42286 CANADA ENGINE YES NO Russian Spanish FAOs (Frequently Asked Questions) Contact Us Annual Statistical Report Help Log-in: Judy Hunteman Insured Aircraft Title Service, Inc. Logout This object was not found on the system. It is listed here only to allow you to request a Priority Search Certificate if you so wish. It is ksted in the format provided by you. Please ensure tat the format is correct i.e. as provided by the manufacturer to the IR for similar objects. Priority Search I Download I °famed kinel Search lieu ng Cancel By entering this site you acknowledge and agree to all terms and conditions stated herein httns://omt.internationalreeistmacro/irWeb/naeellowshvork/Seareh/SearehReeistrationskeireshOntions.... 7/20/2011 CONFIDENTIAL Subject to Protective Order IATS - 000137 SDNY_GM_02774242 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260882 EFTA01339510 Disbursement Instructions & Authorization CONFIDENTIAL Subject to Protective Order IATS - 000138 SDNY_GM_02774243 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260883 EFTA01339511 Insured Aircraft Title Service, Inc. S 4848 S.W. 369Street, Oklahoma City, OK 73179 P.O. Box 19527. Oklahoma City, OK 73144 1.800.654-4882, 405.681.6663 General Fax: 405.681.9299 CLOSING STATEMENT #obertseinquredaircra ft-corn Direct Fax: 405-682.0818 RE: N162AE, Sikorsky S76C+, sin 760472 N722JE, Sikorsky 576C++, s/n 760750 Funds Received: 6-29-11 - Aetna Inc. $ 100,000.00 6-30-11 - Freedom Air International 100,000.00 6-30-11 - Jeffrey Epstein 1,404,945.00 7-26-11 - Aetna Inc. 11,803,902.50 $ 13,408,847.50 Funds Disbursed: 7-26-11 - According to directions of Aetna $ 1,473,957.50 7-26-11 - Freedom Air International, Inc. 11,800,000.00 7-26-11- Aircraft Services Group 100,000.00 7-26-11 - IATS 9,890.00 8-5-11 - Aetna Inc. (release of holdback) 25,000.00 Total funds disbursed: S 13,408,847.50 ed Aircraft e Service, Inc. y: Joan F. Roberts, Vice Pres! Serving the Aviation Industry for over 40 years CONFIDENTIAL Subject to Protective Order IATS - 000139 SDNY_GM_02774244 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260884 EFTA01339512 escrow release Subject: escrow release From: "George Reenstra" <g.reenstra@yourjet.com> Date: 8/4/2011 3:41 PM To: "Joan Roberts' "Mike Dwyer" 'Ted Osgood" < You are currently holding 25k in escrow from the closing of Sikorsky 760472 on July 26. 2011. the purpose for the escrow has been satisfied and you may release the funds. I assume you will receive direction from Guardian Jet as to where they are to be sent . Thanks. George Reenstra Aircraft Services Group Inc 212 Route 94: Ste 2E This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 1 oft 8/5/20118:17 AM CONFIDENTIAL Subject to Protective Order IATS - 000140 SDNY_GM_02774245 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260885 EFTA01339513 ..f Made Life Extension I 62AE Subject' PTE ,ade Life Extension 162AE From: Ted Osgood <ted.osgood@guardianjet.com> Date: 11:39 AM To: George Reenstrall CC: Mike Dwyei Joan Roberts George and Larry Attached is a letter from Turbomeca granting a 300 hour extension to the life of the PT blades. Per the Letter Agreement between Freedom Air International Inc. and ASI Wings LLC, please ask Insured Aircraft Title Service to release the $25,000 held in escrow to Aetna. Thanks, Ted Ted Osgood Aircraft Sales Director Guardian Jet, 1.1,C 1445 Boston Post Road Guilford, CT 06437 wN\ w. mars oin c .cool This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. —Attachments: 0206-SP-2011 Aetna MO4 PT blade usage extension.pdf 42.7 KB 1 of I 7/28/2011 11:41 AM CONFIDENTIAL Subject to Protective Order IATS - 000141 SDNY_GM_02774246 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260886 EFTA01339514 SAFRAN USA ARRIEL 2 FT BLADE USAGE LIFE LMIT SPECIFIC EXTENSION 0206/SP/2011 SUBJECT REQUEST FOR: LIFE UMIT EXTENSION ON FT BADES SET SINo 49 CUSTOMER Company Mina I Request Dale 26 kly 2011 AIRCRAFT RemWebon N162AE Type'. S-76C. €LINE • Version 1 Variant: Mid 2S1 Engine Sffil • 20040 TSN :5602.4 I TSO: 2891.6 I TSR:N/A GENERAL INFORMATION :• : Sill TSN TSO I TSR Modulo 1 : 0040 Module 2: 00703TEC Mockie 3 0040 I Module 4. 0040 6682 4 2891 6 I 2891.6 Mock* 5: 0I477TEC I REASON FORREEMEST - lithe T.- . • .1.:. ''t i . III:I./. Customer is requestng TOO extensmi due to the letweing reasons To ago rrainleronce 36005 (blade terbee due to use WM wei TOO of the module as cicemy as posmie Comments . Expansian of use Suit of the PT blades to 7000 Ms is being vaadated and will be issued Shortly. at that true this concession is obscene, ANALYSIS CONCLUSION -.,)etti.• . - . pt. - - - • s .. V.:WSW:4 Using the plasmas, provided to TUROOMECA by Moto Aviation Inc and the subsequent analysis performed by TURBO/SECA TUROOMECA considers that the mooned information does not prevent Aetna from flying with an extension of 300 hours on Power Turbine Blades SIN 49 fora revised Usage Limit of 6300 hours The extension, issued in accordance with EASA Part 21, Subpart J Design °ionization Approval EASA 2IJ 070,**stied le the allowing preliminary chocks and se specific maintenanCtipmgrarn PRELIMMARYCHEM - -7,.,...... _ e The taming checks must be ocefemed on this enema havmg a T6O eAtosISMa (Men ticked)' O Cheek for abnormal noose on crank engine cold and tarn° the engine rundoan. 0 Engine vibabon check. O Engine CerfOrmanCeChee4 0 Compressor er03.3.1. 0 Rear Deanne permehheay 0 acco=0:40, 0 SOAP analysis. 0 Engine .mdown time The thane resists MAI be noted done in sawn 'E' cd the logbook of te concerned engine. Please mum the Checks rotes to lye extension wrier. My anomaly resulting horn these chocks cancels the extesion. ENR0700 EN Page 1 of 2 AV Inlonnollat aid au appeals. ea IN • dominos( a,. lib...Only@ 'roped/ a r CONFIDENTIAL Subject to Protective Order IATS - 000142 SDNY_GM_02774247 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _002608117 EFTA01339515 -a, SAFRAN tarn:Aim a I IcA ARRIEL 2 FT BLADE USAGE LIFE LIMIT SPECIFIC EXTENSION 0206/SP/2011 (Cont.) SPECIFIC PREVENTIVE MAINTENANCE PROGRAM The following Checks/Tasks must be pealonned on this engine having a TOO erlensisn (Wien Sicked). O Check for abnorma ogee on crank engine cold and doing the engine undo*, aver the last light of the day O Ergne vibrabon amok every hours O Engine performance Ova every bass o Congener erosion every hours O Row bearing pwineablity (if applicable) ta SOAP analysis every 100 hours O Engine rundown erne I daily. El Check for be; demon in the a every toss CI Charadenno chea 01 the fuel coned system every hours. O Inspection of magnetic plugs every hours. CI Daily check kir a teaks every hours (a Comply Mg the agatiatte Arad Maatenance Manual program My anomaly found dunng this preventwe mcentenance program or any event octants? sag the sine 01the extension must be reported to TURBOMECA It temporarily slops the extension. The extension must be re-confirmed by a 71JRBOMECA approval. Evidently the instructions given in TURSOMECA approved documentation are still applicable throughout the °sabot, of this extension (including but not fl ed to Mantenanoa Marva Service Bulletins. Service Letters. . ) EXTENSION CANCELLATION CONDfTIONS' This extension will immediately be cancelled for any of the knowing reasons - return of the equgnent(s) to a Repair Centre. - 4 his extension given by Turtoneca and the (tracks resifts enc.:Rated - in section V of the logbook of the concerned engine - AND on fie log card of tie concerned component • he MA We Of eV T90 of a component has been exceeded Maintenance Marna° • Any event. anomaly or pail removal. must be reported to Turbomoca. confirmed by a Tutomoca apaorat • Transfer of Ownersh0 or operator prior to or dorm the extension - charge of us:mating airframe This extension we invnedately be anoNal for any ofthe folororg reasons 0 Maintenance Manual update. this use knit extension is canceled il an activity report rs not transmitted O Change of type of operation or activity area prior to or during Me 0 Change of engine configuration (example . rooglar granges). O Change of rreintencnoe procedure or maintenance centre O End of contract actmty. O GB classified 2.2 to 2.5 is (are) not embodied are not noted down : doing the peed el this extension (refer to the Chapter 5 of the It temporanly stops the extension. The extension must be re. Wen Mud) to ruffle' every 6 months a 100 how. extension. WanUETURWITFiagiri.r t• .! - c -, ,, TECHNICALSUF00RT ENGINEERING MANAGER APPROVAL Extension writer name :Steven M. Ponlicelli r . i al Signature: :AP" y Name'. Francis flatfeet fi ......A°.:.-• - :‘,.. Signature ' ENR0700_EN Page 2012 inicenstb• rag risto Appearing et INS examen an env offigislof pooptly Of TURBOYECA. AlrypNe use of WO lolonnalkof G. sofl ow* is setisce to prior wins wok TURSOILCA Tiebeenne San Betas - keit* - Ptcm •33 eir. 39 1730 OD - 41(0)5 SOS] is *2 or CONFIDENTIAL Subject to Protective Order IATS - 000143 SIDNYGM_02 774248 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260888 EFTA01339516 funds to atty escrow Subjett• -ids to atty escrow From: "George Reenstra" Date: 1:13 PM To: CC: "Michaels Eric J." "Rohrberger, Robert 1." 100k disbursement from closing of Sikorsky 760750. Please wire the funds reference the info below. Send me a confirmation. thanks George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E 1110 Email: qeoreeavouriet cam From: Michaels, Eric ). (mailto Sent: Tuesday, July 26, 2011 2:03 PM To: Jonathan Parker; George Reenstra; Rohrberger, Robert ). Subject: FW: This is what I will be sending Jon Parker when you tell me Jon and George: This is the trust account wire instructions. The client number and matter number we have is Aircraft Services Group. Inc 017651 Loan Restructuring 00008 You should let me have a head's up when the money is wired so that I can alert the wire desk Thanks Eric J Michaels. Esq. Attorney at Law MILD LLP (New Jersey) (New York) From: Cordi, Maryann Sent: Tuesday, July 26, 2011 1:52 PM To: Michaels, Eric J. Subject: This is what I will be sending Jon Parker when you tell me 1 012 7/26/2011 1:17 PM CONFIDENTIAL Subject to Protective Order IATS - 000144 SDNv_Gm_o2774249 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260889 EFTA01339517 funds to atty escrow Rose' 'Ind Attorney Trust Account: Please provide the following to the Party who is transferring funds: 1. Valley National Bank Address: I Passaic Avenue Fairfield, NJ 07004 2. Wires ABA Number: 3. Account Number- Fox Rothschild LLP - Attorney Trust Account 4. For credit to: **please reference the Client/Matter Number Maryann Cordi Legal Administrative Assistant to Eric J. Michaels and Todd A. Palo Fox Rothschild. LLP 75 Eisenhower Parkway Roseland, NJ 07068 email - ATTENTION: IRS CIRCULAR 230 DISCLOSURE: Pursuant to Treasury Regulations, any tax advice contained in this communication (including any attachments) is not intended or written to be used, and cannot be used or relied upon by you or any other person, for the purpose of (i) avoiding penalties under the Internal Revenue Code, or (ii) promoting, marketing or recommending to another party any tax advice addressed herein. ------------------------------ This e-mail contains PRIVILEGED AND CONFIDENTIAL INFORMATION intended only for the use of the Individual(s) named above. If you are not the intended recipient of this e-mail, or the employee or agent responsible for delivering this to the intended recipient, you are hereby notified that any dissemination or copying of this e-mail is strictly prohibited. If you have received this e-mail in error, please immediately notify us by telephone at (215)-299-2167 or notify us by e-mail at helpdesk@foxrothschild.com. Also, please mail a hardcopy of the e-mail to Fox Rothschild LLP, 2000 Market Street, Philadelphia PA 19103-3222 via the U.S. Postal Service. We will reimburse you for all expenses incurred. Thank you. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. 2 of 2 7/26/2011 1:17 PM CONFIDENTIAL Subject to Protective Order IATS - 000145 SDNY_GM_02774250 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260890 EFTA01339518 v) C cz m C)2 m 0 m Escrow Report Registration Nbr Serial Nbr Reference Escrow Agent - 0 162AE AETNA INC JR 70 Prom/To Transaction Data Amoautt Is Amount Out 0 IBC WIRE - AETNA INC 6/29/2011 5100,000.00 H IBC WIRE - FREEDOM AIR INTERNATIONAL INC 6/30/2011 5100,000.00 M IBC WIRE -JEFFREY EPSTCN 7252011 51,404,945.00 n IBC WIRE • AETNA INC OPERATING 706001! 511.803.902.50 H IBC WIRE - FREEDOM AIR INTERNATIONAL INC 7262011 SI 1,800,000.00 C IBC WIRE- AETNA INC OPERATING 7/260011 $1,373,957.50 17 1 IBC WIRE - BK AMER NYC 7/2692011 trA4 4#4- 14) C 5100,000.00 0 IBC WIRE- AIRCRAFT SERVICES GROUP NC 017651 7/292011 ,4 sa —5100,000.00 xi Co IBC WIRE - AETNA NC OPERATING 8/ 52011 525,000.00 0 171 °. -co n IBC C1(9203901ATS IBC C1(920391 IATS 7/29/2011 712W2011 59,410,00 5480.00 7J 5 I °talc SI3.408.847 50 $13,408847.50 '0 > 2.3 g Balance 50.00 (1) O -C 1-s to ul T o CU t ); Tuesday, November 29, 2011 Page 1 of I V - I 0_ Nn CO EFTA01339519 CLOSING SETTLEMENT STATEMENT - SELLER Sikorsky S76C+, S/N 760472, N162AE SELLER ASI Wings LLC Selling Price $1,500,000.00 Money Received by Seller in Advance of Closing BUYER Freedom Air International inc Purchase Price $1,500,000.00 Money Paid by Buyer in Advance of Closing Deposit Rcvd (Deposit nem in escrow) $100,000.00 Deposit Sent $100,000.00 Total Money received in escrow $100,000.00 Sellers Additional Fees/Adjustments Funds Retained in Escrow ($25.000.00) Guardian Jet Commission ($100,000.00) Total Money in escrow $100,000.00 Buyers Additional Fees/Adjustments 1/2 of Escrow Fee (51.042 50) 1/2 of Escrow Fee $1.042.50 Total Sellers Adjustments ($126.042.50) Total Buyers Adjustments $1.042.50 Pre-Closing Summary Pre-Closing Summary Sale Price $1,500,000.00 Sale Price $1,500,000.00 Total Money Received in escrow ($100.000.00) Total Sellers Adjustments ($126.042.50) Total Buyers Adjustments $1,042.50 Proceeds Due at Closing $1,373,957.50 Amount Due at Closing $1,401,042.50 CLOSING FUNDS IN ESCROW Buyer's Deposit $100,000.00 Due from Buyer at Closing $1,401,042.50 Total Funds $1,501,042.50 ✓ OUTGOING FUNDS (Via Separate Wires from Escrow) Proceeds Due to Setter' $1,373,957.50 Funds to be held in escrow per Letter Agreement $25,000.00 Insured Aircraft Title Service $2,085.00 Guardian Jet $100,000.00 Total Distributed $1,501,042.50 ✓ NOTES: Proceeds we be pate to Sae( yia the to tructicns enacted ASI Wings LLC Signature Date Printed Name CONFIDENTIAL Subject to Protective Order IATS - 000147 SDNY_GM_02774252 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260892 EFTA01339520 CLOSING SETTLEMENT STATEMENT - SELLER Sikorsky S76C++, SIN 760750, N722JE SELLER Freedom Air International Inc Selling Price $11,900,000.00 BUYER ASI Wings LLC Purchase Price $11,900.000.00 Money Received by Seller in Advance of Closing Money Paid by Buyer in Advance of Closing Deposit Rcvd (Deposit held in escrow) Total Money received in escrow $100.000.00 $100,000.00 Sellers Additional Fees/Adjustments 1/2 of Escrow Fee ($3,902.501. Total Sellers Adjustments ($3.902.50) Deposit Sent Total Money in escrow $100,000.00 $100,000.00 Buyers Additional Fees/Adjustments 12 of Escrow Fee $8902.50 Total Buyers Adjustments $3,902.50 Pre-Closing Summary Pre-Closing Summary Sale Price $11.900.000 00 Sale Price $11,900,000.00 Total Money Received in escrow ($100,000.00) Total Sellers Adjustments ($3,902.50) Total Buyers Adjustments $3.902.50 Proceeds Due at Closing $11,898,097.50 Amount Duo at Closing $11,803,902.50 CLOSING FUNDS IN ESCROW Buyers Deposit $100,000.00 Due from Buyer at Closing $11,803.902.50 Total Funds $11,903,902.50 ✓ OUTGOING FUNDS (Via Separate Wires from Escrow) Proceeds Due to Seller' $11,896,097.50 Insured Aircrraft Title Service $7,805.00 Total Distributed $11,903,902.50 ✓ NOTES: ' Proceeds vall be paid to serer via the instructions attached ASI Wings LLC Signature Date Printed Name CONFIDENTIAL Subject to Protective Order IATS - 000148 SDNY_GM_02774253 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260893 EFTA01339521 S722jF Subject: N722JE From: Darren Indyke Date: 9:30 AM To: loan Roberts Joan, In connection with the anticipated closing today of Freedom Air International, Inc.'s sale to ASI Wings LLC of N7223E, I have provided below wire transfer instructions for the purchase price to be wired to Freedom Air International, Inc. upon closing. Wire Transfer instructions to Freedom Air: Bank: ase ABA U: Account name: Freedom Air International, Inc. Account U: Sincerely, Darren K. Indyke Darren K. Indyke, PLLC 301 Cast 66th Street, 10B New York, New York 10065 The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - 0 2011 Darren K. Indyke, PLLC - All rights reserved. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. loll 7/26/20119:31 AM CONFIDENTIAL Subject to Protective Order IATS - 000149 SDNY_GM_02774254 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260894 EFTA01339522 Re: Closing Call Information for Tomorrow Subject: Re: Closing Call Information for Tomorrow From: Darren Indyke Date: 11:03 AM To: Joan Roberts Confirmed. Darren K. Indyke Darren K. Indyke, PLLC 301 East 66th Street, 108 New York, New York 10065 The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - © 2011 Darren K. Indyke, PLLC — All rights reserved. On Jul 26, 2011, at 11:12 AM, Joan Roberts wrote: Correction, please confirm that at closing from the sale proceeds I should withhold $100,000.00 as Aircraft Services Group's commission and wire the balance of $11,800,000.00 to the Freedom Air account. This will confirm that I received the amount of the escrow fees in the wire received from Jeffrey Epstein. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 1 of 4 7/26/2011 11:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000150 SDNY_GM_02774255 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260895 EFTA01339523 Re: Closing Call Information for Tomorrow On 7/26/2011 10:06 AM, Joan Roberts wrote: Darren - Please confirm that from the $11,900,000.00 sale proceeds on N722JE, Sikorsky S76C++, s/n 760750, I am authorized to withhold $3,902.50 for 1/2 of the escrow fees and also $100,000.00 as commission for Aircraft Services Group/George Reenstra and wire the balance ($11,796,097.50) to the account of Freedom Air International, Inc. in accordance with the instructions you previously provided to me. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www.insuredaircraft.com On 7/26/2011 9:53 AM, Darren Indyke wrote: ok by me. Darren K. Indyke Darren K. Indyke, PLLC 301 East 66th Street, 106 The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke, PLLC. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and 2 of 4 7/26/2011 11:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000151 SDNY_GM_02774256 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260896 EFTA01339524 Re: Closing Call Information for Tomorrow de >troy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke, PLLC - C) 2011 Darren K. Indyke, PLLC — All rights reserved. **•******* On Jul 26, 2011, at 10:49 AM, Ted Osgood wrote: All We are very close, but need another hour. We would like to reschedule the call for 1200 EST using the call in information below. Ted Osgood Guardian let From: Ted Osgood Sent: Monday, July 25, 2011 03:29 PM To: Black, Joseph C Keating, Joh Cc: Mike Mikolay; Mike Dwyer Subject: Closing Call Information for Tomorrow arcroft, Coreen Anthony J Jap Irena Damnjano >; George Reenstra onya Butler Joan Robe In anticipation of closing on 162AE and 722JE tomorrow morning at 10:00 AM EST, below is a conference call in number. As of right now, the outstanding issues are: 1) IR registration for Freedom Air; IATS thinks this will be done today 2) Funds from both ASI and Freedom Air 3) A letter agreement, between ASI, Freedom and IATS, concerning post closing obligations from the pre buy inspection and Turbomeca letter issues, assuming all parties are in agreement over the course of action I proposed earlier today. Call in information: 3 of 4 7/26/2011 11:05 AM CONFIDENTIAL Subject to Protective Order IATS - 000152 SDNY_GM_02774257 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260897 EFTA01339525 Re: Closing Call Information for Tomorrow 'red Osgood Aircraft Sales Director Guardian Jet, I.I.0 1445 Boston Post Road Guilford, CT 06437 www.Guardiankt.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner. and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner and is believed to be clean. or4 7/26/2011 11:0S AM CONFIDENTIAL Subject to Protective Order IATS - 000153 SDNY_GM_02774258 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260898 EFTA01339526 .ASI WINGS, LLC 151 Farmington Avenue Hartford, Connecticut 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attn: Darren K. Indyke Insured Aircraft Title Service, Inc. 4848 S.W. 361" Street Oklahoma City, OK 73179 Attn: Joan Roberts, Vice President Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533 TEC Ladies and Gentleman: Reference is hereby made to that certain Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser, and under and pursuant to which Insured Aircraft Title Service, Inc. is serving as the Escrow Agent (the "Escrow Agent"). Capitalized terms used herein shall have the meanings assigned to said terms in the above-described Aircraft Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Purchaser is placing a total purchase price of $1,500,000.00 with the Escrow Agent, consisting of a deposit of $100,000.00 previously placed with the Escrow Agent and a Purchase Price Balance of $1,400,000.00 being placed with the Escrow Agent by wire transfer prior to the Closing. The primary purpose of this letter agreement is to provide that $25,000.00 of the Purchase Price Balance which would otherwise be distributed to the Seller at the Closing shall, instead, be retained by the Escrow Agent (the "$25,000.00 Retained Funds"), and shall subsequently be distributed by the Escrow Agent in accordance with the provisions of this Letter Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000154 SDNY_GM_02774259 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60599 EFTA01339527 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 2 With respect to the above, Seller is awaiting a letter from Turbomeca S.A. (hereinafter "Turbomeca") stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 (MSN 20040) by 300 hours or more. With respect to the above, the parties understand and agree that the S25,000.00 Retained Funds will be retained in escrow by the Escrow Agent until the earliest of the following occurs, when the Escrow Agent shall take the action indicated: (1) If Turbomeca provides the letter to Seller, with a copy to Purchaser, stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 by 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; (2) If Turbomeca produces a service letter applicable to all Arriel 2S1 engines stating that the pressure turbine blades in all such engines have been granted an extension of said engines' life limit of 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; or (3) If the date of September 30, 2011 arrives and neither item (1) nor (2) above has occurred, in which event the $25,000.00 Retained Funds shall be immediately wired by Escrow Agent to Purchaser in accordance with wire instructions previously provided by Purchaser to Escrow Agent. If the $25,000.00 Retained Funds are wired by Escrow Agent to Purchaser in accordance with this item (3), then Seller shall have no further responsibility or liability to Purchaser with respect to extending the life of the above described pressure turbine blades and Purchaser shall not pursue Seller for any other remedies with respect thereto. Any signatures on this letter agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. CONFIDENTIAL Subject to Protective Order IATS - 000155 SDNY_GM_02774260 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026[1900 EFTA01339528 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000156 SDNY_GM_02774261 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 6090 I EFTA01339529 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By"A::::CLA-4-g-,-‘- V asag-C._. Name: --Ogrir-t•-• ff:e￾Title: V; c_c_ Pre ceke ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Title: 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000157 SDNY_GM_02774262 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60902 EFTA01339530 ASI Wings LLC 151 Farmington Avenue, RT32 Hartford, CT 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, Delaware 19803 Attn: Darren K. Indyke Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533TEC Ladies and Gentlemen: Reference is made to the Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings LLC, as Seller and Freedom Air International, Inc. as Purchaser (the "Agreement"). Capitalized terms used herein shall have the meanings assigned to said terms in the Agreement. The primary purpose of this letter agreement is to modify Section 3(d) of the Agreement, which provides for Seller's obligation to correct the Inspection Discrepancies identified in the Inspection Report on or before the Completion Deadline at Seller's sole cost and expense. Notwithstanding the language of Section 3(d) the Agreement, Purchaser and Seller hereby agree that the sole discrepancies to be corrected are those described in Schedule I attached hereto, and that said discrepancies will not be corrected until after the Closing. Schedule I attached hereto includes written estimates of the costs to repair certain of the discrepancies noted. Purchaser and Seller further agree that the total costs which Seller shall incur in repairing the discrepancies noted in Schedule I shall not exceed the sum of $20,000.00, and that any repair costs in excess of said limit of $20,000.00 shall solely be the obligation of Purchaser. Any signature on this letter agreement may be transmitted via facsimile or email (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each CONFIDENTIAL Subject to Protective Order IATS - 000158 SDNY_GM_02 774263 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260903 EFTA01339531 Freedom Air International, Inc. July 26, 2011 Page 2 of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. If you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces below. ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: )vok￾fitorale,arreTal The above letter agreement dated July 26, 2011, is hereby approved and agreed to by: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: 570402:00136 CONFIDENTIAL Subject to Protective Order IATS - 000159 SDNY_GM_02774264 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260904 EFTA01339532 Freedo.n Air International, Inc. July 26, 2011 Page 2 of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. If you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces below. AS1 WINOS, LLC By: Aetna Inc., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by: FREEDOM AIR INTERNATIONAL, INC. By: • Name: avv-c • IL Title: C ✓ecida 570402.00136 CONFIDENTIAL Subject to Protective Order IATS - 000160 SDNY_GM_02774265 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60905 EFTA01339533 SCHEDULE 1 to LETTER AGREEMENT N162AE 1. Number 215 gage failed to self test. Engine gage needs replacing ($1,200 to $3,000]. 2. Engine exhaust ejectors need welding ($2,000 + $1,600 if nutplates/clips need replaced as well]. 3. HEI.OTRAC needs updating, AAG has estimated 10 hours to complete this if Aetna maintenance personnel are unable to accomplish, $110.00 per hour shop rate ($1,100]. 4. Left-hand main wheel assembly needs to be changed, spare wheel assembly is located at AAG currently and ready to be installed [Aetna sent part, AAG to provide labor]. CONFIDENTIAL Subject to Protective Order IATS - 000161 SDNY_GM_02774266 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60906 EFTA01339534 AST Wings LLC 151 Farmington Avenue, 11132 Hartford, CT 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, Delaware 19803 Ann: Darren K. Indyke Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 251 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533TEC Ladies and Gentlemen: Reference is made to the Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings LLC, as Seller and Freedom Air International, Inc. as Purchaser (the "Agreement"). Capitalized terms used herein shall have the meanings assigned to said terms in the Agreement. The primary purpose of this letter agreement is to modify Section 3(d) of the Agreement, which provides for Seller's obligation to correct the Inspection Discrepancies identified in the Inspection Report on or before the Completion Deadline at Seller's sole cost and expense. Notwithstanding the language of Section 3(d) the Agreement, Purchaser and Seller hereby agree that the sole discrepancies to be corrected are those described in Schedule 1 attached hereto, and that said discrepancies will not be corrected until after the Closing. Schedule 1 attached hereto includes written estimates of the costs to repair certain of the discrepancies noted. Purchaser and Seller further agree that the total costs which Seller shall incur in repairing the discrepancies noted in Schedule I shall not exceed the sum of $20,000.00, and that any repair costs in excess of said limit of $20,000.00 shall solely be the obligation of Purchaser. Any signature on this letter agreement may be transmitted via facsimile or email (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the parties hereto on separate counterparts, each CONFIDENTIAL Subject to Protective Order IATS - 000162 SDNY_GM_02774267 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260907 EFTA01339535 Freedom Air International, Inc. July 26, 2011 Page 2 of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. If you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces below. ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by: FREEDOM AIR INTERNATIONAL, INC. 570402:00136 CONFIDENTIAL By: Name: Title: avvr..4". IC. 3 et.. &eel Subject to Protective Order IATS - 000163 SDNYGM_02 774268 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260908 EFTA01339536 SCHEDULE 1 to LETTER AGREEMENT N162AE 1. Number 2 T5 gage failed to self test. Engine gage needs replacing [$1,200 to $3,000]. 2. Engine exhaust ejectors need welding [$2,000 + $1,600 if nutplates/clips need replaced as well]. 3. HELOTRAC needs updating, AAG has estimated 10 hours to complete this if Aetna maintenance personnel arc unable to accomplish, $110.00 per hour shop rate [$1,100]. 4. Left-hand main wheel assembly needs to be changed, spare wheel assembly is located at AAG currently and ready to be installed [Aetna sent part, AAG to provide labor]. CONFIDENTIAL Subject to Protective Order IATS - 000164 SDNY_GM_02774269 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60909 EFTA01339537 ASI WINGS, LLC 151 Farmington Avenue Hartford, Connecticut 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attn: Darren K. Indyke Insured Aircraft Title Service, Inc. 4848 S.W. Street Oklahoma City, OK 73179 Attn: Joan Roberts, Vice President Re: Sikorsky S-76C Helicopter, Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533 TEC Ladies and Gentleman: Reference is hereby made to that certain Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser, and under and pursuant to which Insured Aircraft Title Service, Inc. is serving as the Escrow Agent (the "Escrow Agent"). Capitalized terms used herein shall have the meanings assigned to said terms in the above-described Aircraft Purchase Agreement (the "Purchase Agreemenr). Pursuant to the Purchase Agreement, Purchaser is placing a total purchase price of $1,500,000.00 with the Escrow Agent, consisting of a deposit of $100,000.00 previously placed with the Escrow Agent and a Purchase Price Balance of $1,400,000.00 being placed with the Escrow Agent by wire transfer prior to the Closing. The primary purpose of this letter agreement is to provide that $25,000.00 of the Purchase Price Balance which would otherwise be distributed to the Seller at the Closing shall, instead, be retained by the Escrow Agent (the "$25,000.00 Retained Funds"), and shall subsequently be distributed by the Escrow Agent in accordance with the provisions of this Letter Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000165 SDNY_GM_02774270 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 10 EFTA01339538 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 2 With respect to the above, Seller is awaiting a letter from Turbomeca S.A. (hereinafter "Turbomeca") stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 (MSN 20040) by 300 hours or more. With respect to the above, the parties understand and agree that the $25,000.00 Retained Funds will be retained in escrow by the Escrow Agent until the earliest of the following occurs, when the Escrow Agent shall take the action indicated: (1) If Turbomeca provides the letter to Seller, with a copy to Purchaser, stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 by 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; (2) If Turbomeca produces a service letter applicable to all Arriel 2S1 engines stating that the pressure turbine blades in all such engines have been granted an extension of said engines' life limit of 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; or (3) If the date of September 30, 2011 arrives and neither item (1) nor (2) above has occurred, in which event the $25,000.00 Retained Funds shall be immediately wired by Escrow Agent to Purchaser in accordance with wire instructions previously provided by Purchaser to Escrow Agent. If the $25,000.00 Retained Funds are wired by Escrow Agent to Purchaser in accordance with this item (3), then Seller shall have no further responsibility or liability to Purchaser with respect to extending the life of the above described pressure turbine blades and Purchaser shall not pursue Seller for any other remedies with respect thereto. Any signatures on this letter agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. CONFIDENTIAL Subject to Protective Order IATS - 000166 SDNY_GM_02774271 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 I I EFTA01339539 ASI WINGS, LLC 151 Farmington Avenue Hartford, Connecticut 06156 July 26, 2011 Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attn: Darren K. Indyke Insured Aircraft Title Service, Inc. 4848 S.W. 36m Street Oklahoma City, OK 73179 Attn: Joan Roberts, Vice President Re: Sikorsky S-76C Helicopter. Manufacturer's Serial No. 760472, U.S. Registration No. N162AE and Two (2) Turbomeca Arriel 2S1 Engines Bearing Manufacturer's Serial Nos. 20040 and 20533 TEC Ladies and Gentleman: Reference is hereby made to that certain Aircraft Purchase Agreement dated as of July 18, 2011, between ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser, and under and pursuant to which Insured Aircraft Title Service, Inc. is serving as the Escrow Agent (the 'Escrow Agent"). Capitalized terms used herein shall have the meanings assigned to said terms in the above-described Aircraft Purchase Agreement (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Purchaser is placing a total purchase price of $1,500,000.00 with the Escrow Agent, consisting of a deposit of $100,000.00 previously placed with the Escrow Agent and a Purchase Price Balance of $1,400,000.00 being placed with the Escrow Agent by wire transfer prior to the Closing. The primary purpose of this letter agreement is to provide that $25,000.00 of the Purchase Price Balance which would otherwise be distributed to the Seller at the Closing shall, instead, be retained by the Escrow Agent (the '525,000.00 Retained Funds"), and shall subsequently be distributed by the Escrow Agent in accordance with the provisions of this Letter Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000167 SDNv_Grd_o2774272 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260912 EFTA01339540 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 2 With respect to the above, Seller is awaiting a letter from Turbomeca S.A. (hereinafter "Turbomeca") stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 (MSN 20040) by 300 hours or more. With respect to the above, the parties understand and agree that the $25,000.00 Retained Funds will be retained in escrow by the Escrow Agent until the earliest of the following occurs, when the Escrow Agent shall take the action indicated: (1) If Turbomeca provides the letter to Seller, with a copy to Purchaser, stating that Turbomeca will extend the life of the pressure turbine blades in Module M04 of engine no. 1 by 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; (2) If Turbomeca produces a service letter applicable to all Arriel 2S1 engines stating that the pressure turbine blades in all such engines have been granted an extension of said engines' life limit of 300 hours or more, in which event Escrow Agent shall immediately wire the $25,000.00 Retained Funds to Seller in accordance with the wire instructions previously provided by Seller to Escrow Agent; or (3) If the date of September 30, 2011 arrives and neither item (1) nor (2) above has occurred, in which event the $25,000.00 Retained Funds shall be immediately wired by Escrow Agent to Purchaser in accordance with wire instructions previously provided by Purchaser to Escrow Agent. If the $25,000.00 Retained Funds are wired by Escrow Agent to Purchaser in accordance with this item (3), then Seller shall have no further responsibility or liability to Purchaser with respect to extending the life of the above described pressure turbine blades and Purchaser shall not pursue Seller for any other remedies with respect thereto. Any signatures on this letter agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes. This letter agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original but all of which shall together constitute one and the same instrument. CONFIDENTIAL Subject to Protective Order IATS - 000168 SDNY_GM_02774273 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260913 EFTA01339541 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name:l egs:inn:& i s o Seationi The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Title: 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000169 SDNY_GM_02774274 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260914 EFTA01339542 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: CLA-Aa-vc- V \c25LZt-- Name: Tvrit￾Title: V Pv-e ie Lk ESCROW AGENT: INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Title' 570399:00136 CONFIDENTIAL Subject to Protective Order IATS - 000170 SONYGrd_o2774275 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260915 EFTA01339543 Freedom Air International, Inc. Insured Aircraft Title Service, Inc. July 26, 2011 Page 3 If each of you concur with the above and foregoing provisions of this letter agreement, please acknowledge your approval by signing in the spaces provided below. Sincerely yours, ASI WINGS, LLC By: AETNA INC., Managing Member By: Name: Title: The above letter agreement dated July 26, 2011, is hereby approved and agreed to by each of the following: PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: ESCROW AGENT: 57039900136 INSURED AIRCRAFT TITLE SERVICE, INC. CONFIDENTIAL Subject to Protective Order IATS - 000171 SDNY_GM_02774276 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 1 6 EFTA01339544 Secure Message: Aetna Wire Instructions TAetna* Secured Message Page I of I Reply I From: Dennis, Anthony J <DennisAlOaetna.com, To: Date: July 25, 2011 5:18:99 PM EDT Subject: Aetna Wire Instructions Please see below. From: Even, Sharon 0 Sent: Monday, July 25, 2011 5:17 PM To: Dennis, Anthony J Cc: liemsley, Jean; Black, Joseph C Subject: FW: Closing Settlement - Wire Instructions Needed Here are the banking instructions. Sharon Even Aetna Inc. Procurernen Direaor-Finance, Strategy, & Operations 151 Farmington Ave, R1.32, Hartford, CT 06156 _ . . From: Sokolsky, Lucy Sent: Monday, July 25, 2011 S:01 PM To: Even, Sharon D Subject: RE: Closing Settlement - Wire Instructions Needed These are the instructions that had been provided: Bank. Bank of America Lucy Sokolsky Aetna Inc Accounts Pa able perating M0N I O 2000-2011 Cisco Systems, Inc. All rights reserved. file://C:Toeuntents and SettingsUalankensItiOLocal SettingMeniporary Internet Files\Co... 7/25/2011 CONFIDENTIAL Subject to Protective Order IATS - 000172 SDNY_GM_02774277 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260917 EFTA01339545 Secure hless9ge: RE: Aircraft Purchase Agreeinents (Executed) -- I47... file:///C/DOCUME.-- I/INSURE- I/I.OCAIS—I/Temp/securedoe.htinl ikettia Secured Message Reply From: Marcrott, Coreen TO: Tanya Butler CC: Ted Osgood Date: July 24, 2011 1 4: M E Subject: RE: Aircraft Purchase Agreements (Executed) -- N722JE and N162AE Tonya, Below is Aetna wire instructions once the deals are finalized and you are ready to transfer monies associated with the sale of N162AE. Thank you! Cory Bank of America Acct: Aetna Inc Operating￾if it is a Wire payment the ABA # is if it is an ACH payment the ABA # i From: Tonya Butler [maincliggi Sent: Tuesday, July 19, 20 1. e To: Jap Blankenship Cc: Irena Damnianoska; Dennis, Anthony ); Marriott, Coreen; Darren Indyki Subject: Re: Aircraft Purchase Agreements (Executed) — N722JE and N162AE ); Ted Osgood I apologize for the delay. I am wrapping up a closing and will call in a few minutes. Thank you for your patience!! Sincerely, Tanya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street a ma i 7 aircratt.coin x On 7/18/2011 6:09 PM, Jap Blankenship wrote: Tanya: Attached please find my two separate letters to you covering N7221E and N162AE. Also attached are copies of the two agreements as executed by the Seller and Purchaser under each agreement. I of 2 7/251201 I 8:29 AM CONFIDENTIAL Subject to Protective Order lATS - 000173 SDNY_GM_02774278 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 IS EFTA01339546 Sean MessP;e: RE: Aircraft Purchase Agreements (Executed) -- :97... file:///CIDOCUME--I/INSUIIE—I/LOCALS- I rtemp/securedoc hind If you should have any questions with respect to my requests set forth in the attached letters, please let me know. Best, lap lap W. Blankenship Fellers, Snider, Blankenship, Bailey & Tippens 100 N. Broadway, Suite 1700 Oklahoma City. OK 73102-8820 Phone: Fax: E-Mail: IRS Circular 230 Notice: Any tax advice included in the text of this message, or In any attachment. (ills not intended or written to be used, and cannot be used, by any taxpayer for the propose of avoiding any tax penalties that may be Imposed under the Internal Revenue Code and (III should not be used in promoting, no rteting, or recommending to another party any transaction or matter addressed herein. This message is sent f 'cm a law firm and may contain information that is 'Alleged or confidential. If you received this transmission in error, please notify the sender by reply e-mail and delete the message andanyattachments. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. Reply e 2000-2011 Cisco Systems, Inc. All rights reserved. 2 of 2 7/25/2011 8:29 AM CONFIDENTIAL Subject to Protective Order IATS - 000174 SDNY_GM_02774279 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002609 19 EFTA01339547 RE: Aircraft Purchase Agreements (Executed) -- N722JE and ... Subject: RE: Aircraft Purchase Agreements (Executed) -- N722lE and N162AE From: "Marcroft, Coreen" Date: Sun, 24 Jul 2011 12.1.111 To: Tonya Butler CC: Ted Osgood You have received a secure message For your protection, the content of this message has been sent securely by Aetna using encryption technology. For more information about Aetna's use of encryption please visit this website http://www.aetna.com/aboutaetna/safeguard_data.htm. Steps to open your secure message: 1. Please double dick on the attachment labeled securedoc.html to begin the process of decrypting your message. 2. When you open the attachment you will see Aetna's secure envelope. This envelope contains your encrypted message, which will automatically be displayed. If your message contains an attachment, you may be offered the opportunity to download a small application (applet) that will enable you to open the message directly on your computer (c: drive). 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Please select your email address and click the Open button to create an account. b. you have an account. Once the Open button appears, enter your password and click Open. If the Open button does not appear, please forward the original email to: mobile@res.dsco.com of 2 7/25/2011 8:29 AA( CONFIDENTIAL Subject to Protective Order IATS - 000175 SDNY_GM_02774280 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260920 EFTA01339548 RE: Aircraft Purchase Agreements (Executed) — N722JE and ... halo From: Marc oft, Coreen cMarcroftaaetna.con» To: tbutierOinsureclaircraft.00rn RE: Aircraft Purchase Agreements (Executed) -- Subject. N722)E and NIG2AE Password: EQMOLgaS112gali This page may take a minute to load. Please wait for the Open button to appear to open this message. Submit Query Personal Security Ph Your personal phras not enabled on this computer. More nIQ My addrnsc Submit your password above to open your mess C 2000.2011 Cisco Systems, Inc. All right I Content-Type: text/html keeurodochtml Content-Encoding: base64 2 012 7/25/2011 8:29 AM CONFIDENTIAL Subject to Protective Order IATS - 000176 SDNY_GM_02774281 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026092 I EFTA01339549 Closing Sikorsky sn 760750 Subject: Closing Sikorsky sn 760750 From: "George Reenstra" Date: Thu, 21 Jul 2011 08:56:47 -1000 To: "Joan Roberts" CC: "Darren Indyke" I appears that the closing will now be Monday as we need to get a letter from Turbomeca. When the closing has occurred aircraft services will have earned it's fee of 100k. Please retain that money from the funds sent by Aetna to Freedom Air. I will advise where to send them shortly thereafter Sent from my iPad This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/2112011 2:07 Ph CONFIDENTIAL Subject to Protective Order IATS - 000177 SDNY_GM_02774282 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260922 EFTA01339550 CONFIDENTIAL Contracts & Legal Subject to Protective Order IATS - 000178 SDNY_GM_02774283 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260923 EFTA01339551 iul•26.20'1 02.10 OH 4etra 000.000.0000 DELIVERY RECEIPT Sikorsky S-76C (sometimes referred to as a S-76C+1 Manufacturer's Serial No. 760422 Ni62AE Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated July 18, 2011 between ASI WINGS, LLC, a Delaware limited liability company ("Seller) and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one used Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. NI62AE, with two (2) Turbomeca Ariel 251 engines bearing Manufacturer's Serial Not 20040 and 20533TEC, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in the Agreement, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided that the term Aircraft as used herein does not include airftame maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. Subject to (I) Seller's obligation to repair, at its cost and expense (not to exceed $20,000), that certain list of discrepancies as provided in, and in accordance with the provisions of, that certain letter agreement (and Schedule I thereto) dated July 26, 2011 by and between Seller and Purchaser which modifies Section 3(d) of the Agreement (the "Discrepancy Letter Agreement"), and (2) the provisions of that certain letter agreement dated July 2.6, 2011 by and among Seller, Purchaser and the Escrow Agent providing additional escrow terms as to $25,000 of the Purchase Price Balance (the "Turbomeca Escrow Letter Agreement"), Purchaser accepts the Aircraft at 420 OE p.m., on July 26, 2011An an "As Is, Were Is" condition and "With all Faults" at ft-11446)/a , (1.19),Hunt and subject to the waivers and disclaimers set forth in the Agreement that are not inconsistent with the Discrepancy Letter Agreement and the Turbomeca Escrow Letter Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: kg V/ 5 hours TOTAL TIME ON ENGINES AT DELIVERY. Engine No. I (MSN 42285): 1.; hours/cycics Engine No. 2 (MSN 42286): o2 hours/cycles TOTAL LANDINGS AT DELIVERY: Piq oI (Signalize Block and Acknowledgment on Following Page) FREEDOM AIR INTERNATIONAL INC. CONFIDENTIAL Subject to Protective Order iATS - 000179 SDNY_GM_02774284 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60924 EFTA01339552 1u1.26.2011 02 ID P11 Aetra 300-000-0000 By: Name: L awl etre Pity v;5fr-J-1/. Title: ( tr t Date: -1 la+.1it 2/2 STATE OF CONNECTICUT ) ) ss: COUNTY OP AL44-'nv-1 ) The foregoing instrument was acknowledged before me this 26th day of July, 2011, by Larry Visoald, Chief Pilot and Technical Representative of Freedom Air International, loc., a Delaware corporation, on behalf "of the co /VARY PUBLIC, LAURIE B. ROTARY MYCOMIMISIONE01024004$3,1014 ONNECTICUT CONFIDENTIAL Subject to Protective Order IATS - 000180 SDNY_GM_02774285 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260925 EFTA01339553 DELIVERY RECEIPT Keystone (Sikorsky) S-76C (sometimes referred to as a S-76C-i+) Manufacturer's Serial No. 760750 N722JE Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated July ig, 2011 between ASI WINGS, LLC, a Delaware limited liability company ("Purchaser"), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Seller"), Purchaser hereby acknowledges the delivery and acceptance of one used Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C1-+) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Turbomeca Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in the Agreement, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all othcr records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft")- provided, that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. EDT Purchaser accepts the Aircraft at I: 01 p.m., on July at , 2011 in an "As Is, Where Is" condition and "With all Faults" at Bret inn.a Ai tn e t Har4 -6(d i CT AO.and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: 8 3 .7 hours v. TOTAL TIME ON ENGINES AT DELIVERY: 50. Engine No. 1 (MSN 42285): S3.1 5/.8' hours/cycles Engine No. 2 (MSN 42286): IS fISIS.0 hours/cycles TOTAL LANDINGS AT DELIVERY: I" ASI WINGS, LLC By: Aetna Inc., Managing Member ettik44*-WeablArak, By: Name: iry&iss_ersibrat,_ Title: al taaftrak 5ecrealtf Date: •Zit l acr// (Acknowledgment Following Page) CONFIDENTIAL Subject to Protective Order IATS - 000181 SDNY_GM_02774286 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260926 EFTA01339554 STATE OF CONNECTICUT COUNTY OF 1-O1-4fCrC1 ) ss: The foregoing instrument was acknowledged before me this _Zr.o._ day of July, 2011, by Melinda Westbrook, Assistant Corporate Secretary of Aetna Inc., Managing Member of ASI Wings LLC, a Delaware limited liability company, on behalf of the company. OSIDLoor. Cno.."C‘C"<*-m NOTARY PUBLIC, STATE OF CM (Allison S. Madmils Notary Public, Comecticut My Commission Expires Feb. 28, 2013 CONFIDENTIAL Subject to Protective Order iATS - 000182 SDNY_GM_02774287 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260927 EFTA01339555 Executed and Notarized Aircraft Delivery Receipt Subjec : Executed and Notarized Aircraft Delivery Receipt From: 'Dennis, Anthony Y <DennisAJ@aetna.com> Date: 1:07 PM To: George Reenstra Ted Osgood CC: Mike Mikola Mike Dwyer Please see attached. This e-mail may contain confidential or privileged information. If you think you have received this e-mail in error, please advise the sender by reply e-mail and then delete this e-mail immediately. Thank you. Aetna This message has been scanned for viruses and dangerous content by AailScanner, and is believed to be clean. — Attachments: [Untitled].pdf lot" 63.9 KB 7/26/2011 1:16 PM CONFIDENTIAL Subject to Protective Order IATS - 000183 SDNY_GM_02774288 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260928 EFTA01339556 PRELIMINARY ACCEPTANCE CERTIFICATE Sikorsky S-76C (sometimes referred to as a S-76C+) Manufacturer's Serial No. 760472 NI62AE Pursuant to the Aircraft Purchase Agreement dated July 18, 2011 (the "Agreement") between AM WINOS, LLC, a Delaware limited liability company ("Seller"), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Purchaser"), Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the Agreement on the date written below, and Purchaser has (check one): Accented the Aircraft as is. ba Accepted the Aircraft subject to (1) Seller's obligation to repair, at its cost and expense (not to exceed $20,000), that certain list of discrepancies as provided in, and in accordance with the provisions of, that certain letter agreement (and Schedule I thereto) dated July 26, 2011 by and between Seller and Purchaser which modifies Section 3(d) of the Agreement (the "Discrepancy Letter Agreement"), and (2) the provisions of that certain letter agiceuient dated July 26, 2011 by and among Seller, Purchaser and the Escrow Agent providing additional escrow terms as to $25,000 of the Purchase Price Balance (the "Turbomeca Escrow Letter Agreement"). fteiected the Aircraft. FREEDOM AIR INTERNATIONAL, INC. By: e: Title: Date: v. a. CONFIDENTIAL Subject to Protective Order IATS - 000184 SDNYGM_02 774289 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00260929 EFTA01339557 PRELIMINARY ACCEPTANCE CERTIFICATE Keystone (Sikorsky) S-76C (sometimes referred to as a S-76O1-1-1 kmilLifind i nj aaftgisl N722.1E Pursuant to the Aircraft Purchase Agreement dated July la , 2011 (the "Agreement") between ASI WINGS, LLC, a Delaware limited liability company ("Purchaser'), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Seller), Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the Agreement on the date written below, and Purchaser has (check one): ✓ Accented the Aircraft as is. Accented the Aircraft subject to Seller's repairing the discrepancies necessary for Seller to deliver the Aircraft to Purchaser in the condition required by Section 2 of the Agreemert. Said discrepancies are itemized on the attachment to this Preliminary Acceptance Certificate. Egjggtal the Aircraft. ASI WINGS, LLC By: Aetna Inc., Managing Member By: `'( -1(1t, Cal\reArtkifttrileC) Name: Clif4A Title: Date: CONFIDENTIAL Subject to Protective Order IATS - 000185 SDNY_GM_02774290 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260930 EFTA01339558 FELLERS SNIDER ATTORNEYS AND COUNSELLORS AT LAW FELLERS WAWA AL ANKENSRO RAM" L IOgNS.IC OKLAHOMA CITY • TULSA JAP W. EILAMIENSHIP OF MAIM W0SI 27 7-0621 PRRATATTWOAMWTorwAs cow July 18, 2011 VIA E-MAIL Ms. Tanya Butler Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 Re: Keystone (Sikorsky) S-76C Helicopter, U.S. Registration No. N722JE MSN 760750 Dear Tanya: Pursuant to our telephone conference this afternoon, attached is a copy of the Aircraft Purchase Agreement dated as of July 18, 2011, entered into between our client, ASI Wings, LLC, as Purchaser, and Freedom Air International, Inc., as Seller (the 'Agreement"). As you know, your Company is holding in escrow the deposit of $100,000.00 described in Section 1(a) of the Agreement. The duties of your Company, as Escrow Agent, are set forth in various provisions of the Agreement, including, without limitation, the provisions of Sections 1.1, 5 and 6 thereof. Please cause the Agreement to be executed on behalf of Insured Aircraft Title Services, Inc. on page 14 and forward me a pdf copy of that page as dated and executed. If you or others should have any questions regarding the above or the attachment, please let me know. Thank you for your assistance and cooperation. JWB:nv:sessetoolas Attachment Sincerely, p W. Blankenship For the Firm 100 NORTH BROADWAY, SUITE 1700 OKLAHOMA WY, OKLAHOMA 731024820 www.lellerssnider. corn TELEPHONE 405.232.0821 ■ FAX 405.232.9859 CONFIDENTIAL Subject to Protective Order IATS - 000186 SDNY_GM_02774291 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026093 EFTA01339559 Ms. Tanya Butler July 18, 2011 Page 2 xc: Ms. Coreen Marcroft (copy of letter and Aircraft Purchase Agreement via e-mail) Mr. Todd Osgood (copy of letter and Aircraft Purchase Agreement via e-mail) Darren Indyke, Esq. (copy of letter and Aircraft Purchase Agreement via e-mail) Anthony Dennis, Esq. (copy of letter and Aircraft Purchase Agreement via e-mail) Irena Damnjanoska, Esq. CONFIDENTIAL Subject to Protective Order IATS - 000187 SDNY_GM_02774292 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260932 EFTA01339560 AIRCRAFT PURCHASE AGREEMENT THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of July i2 2011, by and between ASI WINGS, LLC, a Delaware limited liability company ("Purchaser"), whose address is 151 Farmington Avenue, Hanford, Connecticut 06156, and FREEDOM AIR INTERNATIONAL INC., a Delawarecorporation("Seller"), whose address is 103 Foulk Road, Suite 202, Wilmington, Delaware 19803. RECITATIONS' Subject to the 'emu and conditions set forth in this Agreement, Seller desires to sell, transfer, anddeliver to Purchaser, and Purchaser desires to purchase,one used Keystone (Sikorsky) S￾76C helicopter (sometimes referred to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Thrbomeca Arnel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories Stalled on, contained in or attached to said helicopter and engines, all as is more particularly described in Exhibit A and Exhibit A-I attached hereto, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and al I other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided, that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: 1. Purchase Price; Payment. Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft for a total purchase price of Eleven Million Nine Hundred Thousand U.S. Dollars (USS 11,900,000.00) (the "Purchase Price"), which shall be paid as follows: (a) Purchaser has placed a deposit of One Hundred Thousand U.S. Dollars (USS100,000.00) (the "Deposit") with Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, as escrow agent (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed at the Closing (as hereinafter defined and described) pursuant to the conditions and requirements set forth in this Agreement; and (b) The balance of the Purchase Price in the amount of Eleven Million Eight Hundred Thousand U.S. Dollars (USSI 1,800,000.00) (the "Purchase Price Balance") shall be paid at the Closing, said Purchase Price Balance to be wire transferred prior to the Closing into the Special Escrow Account (as defined below) of the Escrow Agent for its disbursement to Seller at the Closing upon the satisfaction of the conditions and requirements set forth in this Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000188 SDNY_GM_02774293 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260933 EFTA01339561 1.1 Establishment of Special Escrow Account. The Deposit has been wire transferred to the general escrow account of Escrow Agent maintained at International Bank of Commerce, 3817 N.W. Expressway, Suite 100, Oklahoma City, Oklahoma 73112. Upon the execution of this Agreement, the Escrow Agent shall promptly cause the Deposit to be transferred to, and maintained in, a special escrow account at said Bank created and maintained solely and exclusively for the purpose of this transaction (the "Special Escrow Account"); and Escrow Agent shall thereupon provide Seller and Purchaser with the number of the Special Escrow Account and any other information pertinent thereto. The Deposit shall be held in escrow by Escrow Agent in the Special Escrow Account, and shall be refundable to Purchaser unless the same becomes nonrefundable in accordance with the express provisions of this Agreement. The Escrow Agent shall not place or hold any funds in the Special Escrow Account except for the funds received in connection with this transaction (namely, the Deposit and the Purchase Price Balance). 2. Condition of the Aircraft. (a) At the time of Seller's delivery of the Aircraft at the Closing, the Aircraft shall be in the following condition (the "Delivery Condition"): (i) The Aircraft shall be in an airworthy condition, with a current and valid U.S. Certificate of Airworthiness, and with all systems, components, installed equipment, and engines in operating condition and functioning in accordance with manufacturer's specifications. (ii) The Aircraft shall be current on the manufacturer's recommended maintenance program with all hourly and calendar inspections current through the date of delivery. (iii) The Aircraft shall be in compliance with all applicable FAA Airworthiness Directives and Manufacturer's Mandatory Service Bulletins. (iv) The Aircraft shall be free of damage history and corrosion except as otherwise disclosed on Exhibit B attached hereto. (v) Title to the Aircraft shall be free and clear of all liens, claims and encumbrances at the time title is transferred at the Closing with Seller able to convey good and marketable title to the Aircraft. (vi) The Aircraft shall have current, complete and continuous logbooks from the date of manufacture to the Closing Date, and with all manuals, data, technical records, task cards and information back-to-manufacturer on all life limited parts of the Aircraft. (vii) The Aircraft shall conform to the specifications set forth on Exhibit A attached hereto. (viii) The Aircraft shall be registered on the United States Civil Aviation 2 CONFIDENTIAL Subject to Protective Order IATS - 000189 SDNY_GM_02774294 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260934 EFTA01339562 Registry. (ix) The Aircraft shall be in the same condition as it was upon completion of the Pre-Purchase Inspection and after the correction of any Inspection Discrepancies (as hereinafter defined). 3. Pre-Purchase Inspection. (a) Purchaser,or its agent, shall have a right to perform a pre-purchase inspection of the Aircraft at the facility of Associated Aircraft Group, Inc. located in Poughkeepsie, New York, or, if not there, at another Sikorsky service center agreed upon by the parties in writing (the "Inspection Facility"). Seller, at Seller's sole cost and expense, shall position the Aircraft at the Inspection Facility no later than three (3) business days after this Agreement is executed by both Purchaser and Seller. Such pre-purchase inspection shall consist of a Sikorsky Airframe 100-hour Inspection and a Turbomeca Arriel 252 Engines 100-hour Inspection, an initial test flight of not more than two (2) hours duration, and such other inspections as may be requested by Purchaser and agreed to by Seller which are necessary to determine that the Aircraft is in the Delivery Condition required in Section 2 above (collectively, the "Pre-Purchase Inspection"). The Pre-Purchase Inspection shall commence within three (3) days after the Aircraft is positioned at the Inspection Facility. The costs of the Pre-Purchase Inspection and fuel costs for the test flight will be at Purchaser's expense. (b) Upon completion of the Pre-Purchase Inspection, and the issuance of a written report thereof by the Inspection Facility to both Purchaser and Seller (the "Inspection Report"), Purchaser shall, in its sole discretion, accept or reject the Aircraft not later than three (3) business days after Purchaser's receipt of the Inspection Report from the Inspection Facility. The Inspection Report shall include written estimates of the costs to repair each of the discrepancies noted. Such acceptance or rejection shall be evidenced by Purchaseescompletion and execution of a preliminary acceptance certificate in the form of that attached hereto as Exhibit C (the "Preliminary Acceptance Certificate"). (c) If, pursuant to subsection (b) above, Purchaser, in its sole discretion, rejects the Aircraft, Purchaser shall be responsible for and shall pay the costs ofthe Pre-Purchase Inspection and also Seller's fuel costs and pilot expense incurred in returning the Aircraft from the Inspection Facility to Seller's home base (unless Purchaser rejects the Aircraft due to the Aircraft's having any damage history other than the damage history, if any, disclosed on Exhibit El hereto, in which event Seiler shall pay all of the foregoing costs), the Escrow Agent shall immediately reftmd, in full, the Deposit to Purchaser, this Agreement shall terminate and neither party shall have any further liability or obligation to the other. (d) If Purchaser accepts the Aircraft, as evidenced by Purchaser's execution and delivery of the Preliminary Acceptance Certificate to both Escrow Agent and Seller, the Deposit shall become nonrefundable to Purchaser except as provided in Section 10(b) below and subject to Seller's causing to be corrected at Seller's sole cost and expense at the Inspection Facility, or such other facility as shall be approved in writing by both Purchaser and Seller, all discrepancies identified in the Inspection Report (the "Inspection Discrepancies") that must be corrected in order 3 CONFIDENTIAL Subject to Protective Order IATS - 000190 SDNY_GM_02774295 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260935 EFTA01339563 for Seller to deliver the Aircraft to Purchaser at the Closing (as hereinafter defined) in the Delivery Condition prescribed in Section 2 above. Seller agrees in such event to cause such Inspection Discrepancies to be so corrected in accordance herewith on or before the Completion Deadline (as hereinafter defined), at Seller's sole cost and expense. As used herein, the Completion Deadline shall mean within ten (10) business days after Seller's receipt of an executed Preliminary Acceptance Certificate from Purchaser (as such deadline may be extended by Purchaser from time-to-time by written notice to Seller). (e) Upon completion of the work required as reflected in the InspectionReport, if any, Purchaser shall have the right, at its expense, to require an additional test flight of the Aircraft, with a duration not to exceed two (2) hours, to determine if the Inspection Discrepancies identified in the Inspection Report have been corrected. 4. International Reeistry At least five (5) days prior to the Closing, Seller and Purchaser shall have each, at their own expense, obtained approval on the International Registry at bflos:llwww.intemationalreeistry.aerg to be a Transacting User Entity and such approvals shall be a condition for closing. Prior to the Closing, Seller and Purchaser shall each designate the 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 (which is the parlance of the International Registry for a Bill of Sale) evidencing the transfer of title to the airframe and the two (2) engines of the Aircraft from Seller to Purchaser. 5. Closing and Delivery. (a) The closing of this transaction ("the Closing") and delivery of the Aircraft to Purchaser shall take place at Purchaser's hanger facility at Brainard Airport in Hartford, Connecticut or at such other place as the parties may subsequently agree upon in writing ("the Closing Place"), within three (3) business days after the Completion Deadline, but in no event later than August 3I, 2011, unless the panicssubsequentlyagree upon a later date in writing ("the Closing Date"). Seller and Pu rchascr hereby acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. The fuel costs and the expenses of Seller's flight crew in flying the Aircraft from the Inspection Facility to the Closing Place shall be borne by Purchaser. (b) Prior to the Closing, the following deliveries shall be made to the Escrow Agent by the responsible party indicated: (i) At least two (2) days prior to the Closing Date, Sellershall deliver the following to Escrow Agent: (A) A Warranty Bill of Sale in the form attached hereto as Exhibit D transferring title to the Aircraft to Purchaser duly executed by an officer or manager of Seller, with his or her title shown, but undated (the "Warranty Bill of Sale"); and 4 CONFIDENTIAL Subject to Protective Order IATS - 000191 SDNY_GM_02774296 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260936 EFTA01339564 (B) All releases of liens, terminations or other documents which may be necessary to enable Seller to transfer good and marketable title to the Aircraft to Purchaser free and clear of all liens, claims and encumbrances (the "Curative Documents"). (ii) On or before 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 Purchaser 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 the Escrow Agent. The documents described in subparagraphs (i), (ii) and (iii) of this paragraph 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, fax or e-mail) of the name or names and telephone number of each representative of the respective panics which is to participate in the conference call to be conducted in connection with the Closing (haeinafter 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, then the following shall occur (i) If (A) the records of the FAA then reflect that Seller is the record owner of the airframe of the Aircraft and that said airframe and the two (2) engines of the Aircraft are free and clear of all recorded liens, claims and encumbrances (or will be upon the filing of the Curative Documents held by the Escrow Agent), (B) the records of the International Registry do not reflect the registration of any liens, claims or encumbrances against the airframe of the Aircraft or against the two (2) engines, and there are no registrations on the International Registry reflecting ownership of the airframe of the Aircraft or of either of the engines in the name of 5 CONFIDENTIAL Subject to Protective Order IATS - 000192 SDNY_GM_02774297 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260937 EFTA01339565 any third party, (C) Escrow Agent has not otherwise received notice of any other lien, claim or encumbrance asserted by any third party with respect to the Aircraft, and (D) Escrow Agent has received all of the items required to close the S-76C+ Agreement [as described in Section I 2(p) below) immediately following the Closing of this Agreement, then Escrow Agent shall so advise the participants on the Closing Conference Call and then, but only then, Escrow Agent shall immediately wire the 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 with the Federal ReferenceNumber for said wireand, immediately thereafter, Escrow Agent shall file the Warranty Bill of Saleand any other necessary 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 filing of each such Escrow Document. Immediately following the above, the following shall occur at the Closing Place: (A) Seller's representative shall deliver possession of the Aircraft to Purchaser, and (B) Purchaser shall execute and deliver to Seller a Delivery Receipt in the form attached hereto as Exhibit E. (ii) Immediately following the above, the Escrow Agent, as the Professional User Entity for each of Sellerand 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 airframe of the Aircraft and each of the two (2) engines. (e) Following completion of theClosing as prescribed above, Escrow Agent shall mail the Warranty Bill of Sale to the address specified by Purchaser. (f) If all of the conditions and requirements specified in this Section 5 are not satisfied on or before August 31, 2011 (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 shall be returned by Escrow Agent to Seller, and any other documents which may be held by Escrow Agent on behalf of Purchaser shall be returned to Purchaser, (ii) If earlier received by Escrow Agent, the Balance of the Purchase Price 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 6 CONFIDENTIAL Subject to Protective Order IATS - 000193 SDNY_GM_02774298 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260938 EFTA01339566 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) The escrow requirements and procedures set forth in this Section 5 shall be subject to such reasonable modifications as may be required by any lender to Seller or Purchaser, or by any holder of a lien upon the Aircraft, and which are subsequently agreed upon by the parties hereto and the Escrow Agent. 6. Fee of Escrow Agent. The fee of the Escrow Agent (which fee also includes any out-of-pocket expenses incurred by the Escrow Agent) for performing its duties specified herein shall be in the amount of 57,805.00 and shall be bonne equally by Purchaser and Seller. Their respective portions of said fee shall be paid by them to the Escrow Agent as and when required by the Escrow Agent. In addition to its duties specified above, the duties of the Escrow Agent shall also include (a) delivering a written preliminary title and lien report and also a written post-closing title and lien report 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 in the parlance of the International Registry) with respect to the transfer of title to the airframe of the Aircraft and the two (2) engines of the Aircraft from the Seller to the Purchaser, and obtaining and providing Seller and Purchaser with post-closing Priority Search Certificates issued by the International Registry with respect to the airframe of the Aircraft and the two (2) engines. 7. DLO. (a) Seller warrants that there are no outstanding or delinquent taxes or duties attributable to the Aircraft as of the Closing Date. Seller shall be responsible for and shall pay, or reimburse Purchaser 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 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 del ivay of the Aircraft to Purchaser or the use, ownership, possession, maintenance or operation of the Aircraft after the Closing, but specifically excluding any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Seller's ownership or use of the Aircraft prior to the Closing. (c) The provisions of this Section 7 shall survive Closing. 7 CONFIDENTIAL Subject to Protective Order IATS - 000194 SDNY_GM_02774299 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260939 EFTA01339567 8. Seller's Representations and Warranties. Seller hereby represents and warrants to (or where so stated, Seller agrees in favor of) Purchaser as follows, which representations and warranties (or agreements) shall survive the Closing: (a) To the best of Seller's knowledge, all log books, maintenance records and other records delivered or to be delivered to Purchaser, and the entries therein, arc true, correct, complete and up to date. (b) All existing and unexpired manufacturers' warranties and other warranties pertaining to the Aircraft and the Engines are in full force and effect, and to the extent they are assignable, are hereby assigned to Purchaser effective as of the completion of the Closing. Seller shall, at Seller's expense, use its reasonable efforts to assist Purchaser in maintaining continuity of the warranties for Purchaser's benefit. Seller shall, at the request of Purchaser, give written notice of each assignment to the relevant counterparty and use its reasonable efforts to procure acknowledgment of such notice and to obtain the counterparty's consent to such assignment. (c) Seller has good and marketable title to the Aircraft and on the Closing Date Seller will convey to Purchaser good and marketable title to the Aircraft free and clear of any and all leases, liens, claims, rights to purchase and encumbrances of any kind or nature. (d) Seller is duly organized, existing and in good standing under the laws of thc State of Delaware and has full power and authority to execute and deliver this Agreement, to transfer title of the Aircraft to Purchaser, and to perform all of the other actions contemplated hereby, and this Agreement does not conflict with, result in a breach of, constitute a default underor result in the creation of a lien or encumbrance under, any other agreement or instrument to which Seller is a PartY. (e) Seller has paid all charges, invoices, statements, taxes, duties and penalties with respect to the Aircraft incurred on or before the Closing, and Seller hereby indemnifies Purchaser from any such charges or expenses. (0 There are no judgments, actions, suits, claims or legal, administrative, arbitration or other proceedings or governmental investigations or examinations pending or threatened or injunctions or orders entered, pending or threatened against Seller or its members or managers or its business, property or assets, at law or in equity, before or by any federal, state, municipal or other governmental department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, to restrain or prohibit the consummation of the transaction contemplated hereby or to obtain damages which if decided adversely would adversely affect the ability of Seller to consummate the transaction provided for in this Agreement. 9. LIMITATION OF WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 8, 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. EXCEPT FOR THE EXPRESS 8 CONFIDENTIAL Subject to Protective Order IATS - 000195 SDNY_GM_02774300 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60940 EFTA01339568 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 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 PARTICULARPURPOSE 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. 10. Breaches and Remedjes. (a) Failure by Purchaser to pay the Purchase Price at Closing in accordance with this Agreement, or any other failure or refusal by Purchaser to perform any of its obligations under this Agreement, or any material misrepresentation by Purchaser pursuant to this Agreement, as a result of which Closing does not take place, shall, upon the actual or offered performance by Seller of all its obligations, constitute a breach of this Agreement by Purchaser and the parties hereto expressly agree that in the event of such breach, the Deposit shall be forfeited by Purchaser, and the Deposit shall be distributed by Escrow Agent to Seller as liquidated damages and as its sole and exclusive remedy, all other remedies, including but not limited to incidental and consequential damages, being hereby WAIVED by Seller. Purchaser and Seller hereby agree that actual damages, if any, to Seller would be speculative and difficult to ascertain, and the Deposit shall serve as complete liquidated damages to Seller, and that the Deposit amount is a reasonable forecast of Seller's actual damages in such event, and Purchaser shall have no further or other liability in connection herewith. The limitation of Seller's remedies as set forth in this Section 10(a) shall not be construed to limit or otherwise adversely affect Seller's post-closing remedies, should the Closing occur, for breach of any express warranties by Purchaser set forth in this Agreement or the breach of any post-closing obligations of Purchaser set forth in this Agreement. (b) Failure by Seller to deliver the Aircraft in the condition required by this Agreement, the Warranty Bill of Sale or any other Closing documents required hereby, or any other failure or refusal by Seller to perform any of its obligations under this Agreement, or any material misrepresentation by Seller pursuant to this Agreement, as a result of which Closing does not take place, shall, upon the actual or offered perfonnance by Purchaserof all of its obligations, constitute a breach of this Agreement by Seller. The parties hereto expressly agree that in the event of such breach, Purchaser shall be entitled to the immediate return of the Deposit and Seller also shall pay Purchaser the sum of USSI00,000 as liquidated damages and as Purchaser's sole and exclusive remedy, all other remedies, including but not limited to incidental and consequential damages, being hereby WAIVED by Purchaser. Purchaser and Seller hereby agree that actual damages, if any, to Purchaser would be speculative and difficult to ascertain, and that said sum of USS100,000 shall save as complete liquidated damages to Purchaser, and that said sum of US$100,000 is a reasonable 9 CONFIDENTIAL Subject to Protective Order IATS - 000196 SDNY_GM_02774301 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026094 I EFTA01339569 forecast of Purchaser's actual damages in such event, and Seller shall have no further or other liability in connection with such breach. The limitation of Purchaser's remedies as set forth in this Section I 0(b) shall not be construed to limit or otherwise adversely affect Purchaset's post-closing remedies, should the Closi ng occur, for breach of Seller's title warranties and other Express Contract Warranties or the breach of any post-closing obligations of Purchaser set forth in this Agreement. (c) If either party hereto commences a legal proceeding to enforce any of the terms of this Agreement, the prevailing party in such action shall also have the right to recover reasonable attorneys' fees and costs from the other party to be fixed by the court in the same action, notwithstanding the limitations in Sections 10(a) and I0(b) above. I I. Performance, Force Maieure 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, except that the Deposit shall be promptly refunded to Purchaser. (b) Neither Seller nor Purchaser shall be responsible for any delay beyond the Closing Date due to any cause beyond its control, including but not limited to the following causes: civil wars, insurrections, strikes, riots, fires, floods, explosions, earthquakes, any act of govenunent or governmental priorities, allocations, regulation, or orders affecting materials, act of God, or the public enemy, failure of transportation, epidemics, or labor trouble causing slowdown or interruption of work. (c) Exclusive care, custody and control of the Aircraft and all risks of loss, damage or destruction to the Aircraft 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 pass to and be assumed by Purchaser upon the filing of the Warranty 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. 12. Other Matters. (a) Neither party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the preceding sentence, both parties hereto reserve the right to assign this Agreement to a third party in order to qualify this transaction as part of a like-kind exchange under Section 1031 o f the Internal Revenue Code of 1986, as amended and Revenue Procedure 2000-37. Such assignment, however, shall not release the assigning party from its obligations to perform hereunder. The non-assigning party agrees to cooperate with the assigning party to effect such transaction with no additional costs to the non-assigning party. 10 CONFIDENTIAL Subject to Protective Order IATS - 000197 SDNY_GM_02774302 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260942 EFTA01339570 IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. SELLER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: K . -Lanlet : c. PURCI LASER: AS1 WINOS, LLC By: Aetna Inc., Managing Member By: Name: Title: INSURED AIRCRAFT TITLE SERVICE, INC., hereby acknowledges receipt of the Deposit in the amount of $100,000.00 USD and an executed copy of this Aircraft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purchase Price Balance and to perform the other duties specified in the various provisions of this Agreement in accordance with said provisions, including without limitation the provisions of Sections 1.1, 5 and 6 thereof. Dated this I day of July, 2011. INSURED AIRCRAFT TITLE SERVICE, INC. By: Nam Title: 7 Joan Roberts Vice President 569785:00136 14 CONFIDENTIAL Subject to Protective Order IATS - 000198 SDNY_GM_02774303 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260943 EFTA01339571 IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: PURCHASER• ASI WINGS, LLC By: Aetna Inc., Man INSURED AIRCRAFT TITLE SERVICE, INC., hereby acknowledges receipt of the Deposit in the amount of S100,000.00 USD and an executed copy of this Aircraft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purchase Price Balance and to perform the other duties specified in the various provisions of this Agreement in accordance with said provisions, including without limitation the provisions of Sections 1.1, 5 and 6 thereof. Dated this . t day of July, 2011. INSURED AIRCRAFT TITLE SERVICE, INC. Name Joan Roberts Title: Vice President 569785:00136 14 Secnfk, 1 CONFIDENTIAL Subject to Protective Order IATS - 000199 SDNY_GM_02774304 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260941 EFTA01339572 (b) 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 to fully effectuate and carry out the purposes of this Agreement. (c) The provisions of this Agreement which by their terms are to be performed and observed after the Closing, and the several representations, warranties and agreements of the parties herein contained, shall survive the Closing. (d) This Agreement sets forth the entire understanding of the parties hereto 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. (e) This Agreement may be executed in one or more counterparts, and all such counterparts shall constitute one and the same instrument. No modification or amcndmcnt of this Agreement shall bc binding unless it is in writing and signed by each of the parties hereto. (g) All notices required orpermitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile or e￾mail addressed to the other party for whom it is intended at the address set forth below, or to such other address as may hereafter be designated in writing by a party to the other party: If to Purchaser: ASI Wings, LLC 151 Farmington Avenue, RT32 Hartford, CT 06156 Attn: Corcen L. Macron Fax: Email: with a copy to: Anthony J. Dennis Aetna Inc. Law & Regulatory Affairs, RW61 151 Farmington Avenue Hartford. CT 06156 Fax: Email CONFIDENTIAL Subject to Protective Order IATS - 000200 SDNY_GM_02774305 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260945 EFTA01339573 If to Seller: Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, Delaware 19803 Attn: Darren K. Indyke Fax: Email with a copy to: Darren K. Indyke 301 East 66th Street, I OR New York, New York 10065 Fax: Email (h) Any signatures on this Agreement may be transmitted via facsimile or e-mail (in pdf format), which signatures shall be deemed originals for all purposes if transmitted in accordance with Section 12(g) above. (i) Neither any failure nor any delay on the pan 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. (j) The descri ptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. (k) All terms, covenants and conditions contained herein are, and shall be, binding upon, and inure to the benefit of, the respective parties hereto and their respective legal representatives, successors and assigns. (I) This Agreement shall be construed and enforced in accordance with the laws of the State of Connecticut, excluding its conflicts of laws rules, and, to the extent applicable, the laws of the United States of America. (m) I f 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 shall not be materially and adversely affected thereby. Dollars. (n) All payments provided for in this Agreement are to be made in United States 12 CONFIDENTIAL Subject to Protective Order 1ATS - 000201 SDNY_GM_02774306 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260946 EFTA01339574 (o) In connection with any litigation arising out of this Agreement, the prevailing party in such litigation shall be entitled to recover all costs incurred therein from the other party, including reasonable attorneys fees. following: (P) The purchase of the Aircraft under this Agreement is conditioned upon the (i) The simultaneous execution by the parties hereto of a separate aircraft purchase agreement wherein Purchaser herein, as seller, shall sell to Seller herein, as purchaser, that certain Sikorsky S-76C helicopter (sometimes referred to as a S￾76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. NI 62AE for a purchase price of One Million Five Hundred Thousand U.S. Dollars (USSI,500,000.00) (the "S-76C+ Agreement); and (ii) The satisfaction of all of the requirements set forth in the S-76C+ Agreement which are prerequisite to the closing of the S-76C+ Agreement on the same date as, and immediately following, the Closing provided for in this Agreement. (q) The Aircraft currently bears the registration number set forth above, namely N722.1E. Sellerdesires to retain said registration number for its own use and, accordingly, Purchaser agrees to file the appropriate documents required by §§47.I5(d) and (f) of the Federal Aviation Regulations (14 C.F.R.) at the FAA within thirty (30) days of Closing to have the Aircraft re￾registered with the FAA under a different registration number, with Purchaser paying all costs and expenses associated therewith, including, but not limited to, all fling foes and the cost of painting the new registration number on the Aircraft. Purchaser further agrees to execute such additional documents and take such further actions as may be reasonably required to release said registration number to Seller for the exclusive use of Seller. Purchaser shall promptly notify Seller after making the FAA filings required by this Section 12(q). (Signature Blocks Appear on Following Pages) 13 CONFIDENTIAL Subject to Protective Order IATS - 000202 SDNY_GM_02774307 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260947 EFTA01339575 AIRCRAFT PURCHASE AGREEMENT a THIS AIRCRAFT PURCHASE AGREEMENT (this"Agreement") is entered into as of July 13 , 2011, by and between ASI WINGS, LLC, a Delaware limited liability company ("Seller"), whoseaddress is 151 Famtington Avenue, Hartford, Connecticut 06156, and FREEDOM AIR INTERNATIONAL INC., a Delaware corporation ("Purchaser"), whose address is 103 Foulk Road, Suite 202, Wilmington, Delaware 19803. 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, one used Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. NI62AE, with two (2) Turbomcca Arriel 2S1 engines bearing Manufacturer's Serial Nos. 20040 and 20533TEC, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in Exhibit A and Exhibit A-1 attached hereto, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-dewribed helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided, that the tent Aircraft as used herein does not include airframe maintenancemanuals and airframe illustrated parts catalogs as the same are being retained by Seller. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the parties hereto agree as follows: I. Purchase Price: Payment, Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft fora total purchase price of One Million Five Hundred Thousand U.S. Dollars (US$ I,500,000.00) (the "Purchase Price"), which shall be paid as follows: (a) Purchaser has placed a deposit of One Hundred Thousand U.S. Dollars (USS100,000.00) (the "Deposit") with Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, as escrow agent (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed at the Closing (as hereinafter defined and described) pursuant to the conditions and requirements set forth in this Agreement; and (b) The balance of the Purchase Price in the amount of One Million Four Hundred Thousand U.S. Dollars (US$1,400,000.00) (the "Purchase Price Balance") shall be paid at the Closing, said Purchase Price Balance to be wire transferred prior to the Closing into the Special Escrow Account (as defined below) of the Escrow Agent for its disbursement to Seller at the Closing upon the satisfaction of the conditions and requirements set forth in this Agreement. CONFIDENTIAL Subject to Protective Order IATS - 000203 SDNY_GM_02774308 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260948 EFTA01339576 1.1 Establishment of Special Escrow Account. The Deposit has been wire transferred to the general escrow account of Escrow Agent maintained at International Bank of Commerce, 3817 N.W. Expressway, Suite 100, Oklahoma City, Oklahoma 73112. Upon the execution of this Agreement, the Escrow Agent shall promptly cause the Deposit to be transferred to, and maintained in, a special escrow account at said Bank created and maintained solely and exclusively for the purpose of this transaction (the "Special Escrow Account"); and Escrow Agent shall thereupon provide Seller and Purchaser with the number of the Special Escrow Account and any other information pertinent thereto. The Deposit shall be held in escrow by Escrow Agent in the Special Escrow Account, and shall be refundable to Purchaser unless the same becomes nonrefundable in accordance with the express provisions of this Agreement. The Escrow Agent shall not place or hold any funds in the Special Escrow Account except for the funds received in connection with this transaction (namely, the Deposit and the Purchase Price Balance). 2. Condition of the Aircraft. (a) At the time of Seller'sdeliveryof the Aircraft at the Closing, theAircraft shall be in the following condition (the "Delivery Condition"): (i) The Aircraft shall be in an airworthy condition, with a current and valid U.S. Certificate of Airworthiness, and with all systems, components, installed equipment, and engines in operating condition and functioning in accordance with manufacturer's specifications. (ii) The Aircraft shall be current on the manufacturer's recommended maintenance program with all hourly and calendar inspections current through the date of delivery. (iii) The Aircraft shall be in compliance with all applicable FAA Airworthiness Directives and Manufacturer's Mandatory Service Bulletins. (iv) The Aircraft shall be free of damage history and corrosion except as otherwise disclosed on Exhibit B attached hereto. (v) Title to the Aircraft shall be free and clear of all liens, claims and encumbrances at the time title is transferred at the Closing with Seller able to convey good and marketable title to the Aircraft. (vi) The Aircraft shall have current, complete and continuous logbooks from the date of manufacture to the Closing Date, and with all manuals, data, technical records, task cards and information back-to-manufacturer on all life limited parts of the Aircraft. (vii) The Aircraft shall conform to the specifications set forth on Exhibit A attached hereto. (viii) The Aircraft shall be registered on the United States Civil Aviation 2 CONFIDENTIAL Subject to Protective Order IATS - 000204 SDNY_GM_02774309 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60949 EFTA01339577 Registry. (ix) The Aircraft shall be in the same condition as it was upon completion of the Pre-Purchase Inspection and after the correction of any Inspection Discrepancies (as hereinafter defined). 3. Pre-Purchase Inspection. (a) Purchaser, or its agent, shall have a right to perform a pre-purchase inspection of the Aircraft at the facility of Associated Aircraft Group, Inc. located in Poughkeepsie, New York, or, if not there, at another Sikorsky service center agreed upon by the parties in writing (the "Inspection Facility"). Seller, at Seller's sole cost and expense, shall position the Aircraft at the Inspection Facility no later than three (3) business days after this Agreement is executed by both Purchaser and Seller. Such pre-purchase inspection shall consist of a Sikorsky Airframe 100-hour Inspection and a Turbomeca Arriel 2S1 Engines 100-hour Inspection, and will include, without limitation, a bore-scope examination of internal engines, an initial test flight of not more than two (2) hours duration, and such other inspections as may be requested by Purchaser and agreed to by Seller which are necessary to determine that the Aircraft is in the Delivery Condition required in Section 2 above (collectively, the "Pre-Purchase Inspection"). The Pre-Purchase Inspection shall commence within three (3) days after the Aircraft is positioned at the Inspection Facility. The costs of the Pre-Purchase Inspection and fuel costs for the test flight will be at Purchasers expense. (b) Upon completion of the Pre-Purchase Inspection, and the issuance of a written report thereof by the Inspection Facility to both Purchaser and Seller (the "Inspection Report"), Purchaser shall, in its sole discretion, accept or reject the Aircraft not later than three (3) business days after Purchaser's receipt of the Inspection Report from the Inspection Facility. The Inspection Report shall include written estimates of the costs to repair each of the discrepancies noted. Such acceptanceor rejection shall be evidenced by Purchaserscompletion and execution of a preliminary acceptance certificate in the form of that attached hereto as Exhibit C (the "Preliminary Acceptance Certificate"). (c) If, pursuant to subsection (b) above, Purchaser, in its sole discretion, rejects the Aircraft, Purchaser shall be responsible for and shall pay the costs of the Pm-Purchase Inspection and also Seller's fuel costs and pilot expense incurred in returning the Aircraft from the Inspection Facility to Seller's home base (unless Purchaser rejects the Aircraft due to the Aircraft's having any damage history other than the damage history, if any, disclosed on Exhibit D hereto, in which event Seller shall pay all of the foregoing costs), the Escrow Agent shall immediately refund, in full, the Deposit to Purchaser, this Agreement shall terminate and neither party shall have any further liability or obligation to the other. (d) If Purchaser accepts the Aircraft, as evidenced by Purchaser's execution and delivery of the Preliminary Acceptance Certificate to both Escrow Agent and Seller, the Deposit shall become nonrefundable to Purchaser except as provided in Section 10(b) below and subject to Seller's causing to be corrected at Seller's sole cost and expense at the Inspection Facility, or such other facility as shall be approved in writing by both Purchaser and Seller, all discrepancies identified in the Inspection Report (the "Inspection Discrepancies") that must be corrected in order 3 CONFIDENTIAL Subject to Protective Order IATS - 000205 SDNY_GM_02774310 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260950 EFTA01339578 for Seller to deliver the Aircraft to Purchaser at the Closing (as hereinafter defined) in the Delivery Condition prescribed in Section 2 above. Seller agrees in such event to cause such Inspection Discrepancies to be so corrected in accordance herewith on or before the Completion Deadline (as hereinafter defined), at Seller's sole cost and expense. As used herein, the Completion Deadline shall mean within ten ( 10) business days after Seller's receipt of an executed Preliminary Acceptance Certificate from Purchaser (as such deadline may be extended by Purchaser from time-to-time by written notice to Seller). (e) Upon completion of the work required as reflected in the Inspection Report, if any, Purchaser shall have the right, at its expense, to require an additional test flight of the Aircraft, with a duration not to exceed two (2) hours, to determine if the Inspection Discrepancies identified in the Inspection Report have been corrected. 4. Jntcmational Reizistrt At least five (5) days prior to thc Closing, Seller and Purchaser shall have each, at their own expense, obtained approval on the International Registry at II( as.//www.intemationalreeistry ago to be a Transacting User Entity and such approvals shall be a condition for closing. Prior to the Closing, Seller and Purchaser shall each designate the 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 (which is the parlance of the International Registry fora Bill of Sale) evidencing the transfer of title to the airframe and the two (2) engines of the Aircraft from Seller to Purchaser. 5. Closing and Delivery. (a) The closing of this transaction ("the Closing") and delivery of the Aircraft to Purchaser shall take place at Seller's hanger facility at Brainard Airport in Hartford, Connecticut or at such other place as the parties may subsequently agree upon in writing ("the Closing Place"), within three (3) business days after the Completion Deadline, but in no event later than August 31, 2011, unless the parties subsequently agree upon a later date in writing(" the Closing Date"). Seller and Purchaser hereby acknowledge that the passing of title, possession and delivery of the Aircraft shall take place within the state in which the Closing Place is located. The fuel costs and the expenses of Seller's flight crew in flying the Aircraft from the Inspection Facility to the Closing Place shall be borne by Purchaser. (b) Prior to the Closing, the following deliveries shall be made to the Escrow Agent by the responsible party indicated: (i) At least two (2) days prior to the Closing Date, Seller shall deliver the following to Escrow Agent: (A) A Warranty Bill of Sale in the form attached hereto as Exhibit D transferring title to the Aircraft to Purchaser duly executed by an officer or manager of Seller, with his or her title shown, but undated (the "Warranty Bill of Sale"); and 4 CONFIDENTIAL Subject to Protective Order IATS - 000206 SDNY_GM_02774311 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026095I EFTA01339579 (B) All releases of liens, terminations or other documents which may be necessary to enable Seller to transfer good and marketable title to the Aircraft to Purchaser free and clear of all liens, claims and encumbrances (the "Curative Documents"). (ii) On or before 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-I) covering the airframe of the Aircraft duly executed by Purchaser 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 the Escrow Agent. The documents described in subparagraphs (i), (ii) and (iii) of this paragraph 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 (tither by correspondence, fax or c-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, then the following shall occur (i) If (A) the records of the FAA then reflect that Seller is the record owner of the airframe of the Aircraft and that said airframe and the two (2) engines of the Aircraft arc free and clear of all recorded liens, claims and cncumbranccs (or will be upon the filing of the Curative Documents held by the Escrow Agent), (B) the records of the International Registry do not reflect the registration of any liens, claims or encumbrances against the airframe of the Aircraft or against the two (2) engines, and there are no registrations on the International Registry reflecting ownership of the airframe of the Aircraft or of either of the engines in the name of 5 CONFIDENTIAL Subject to Protective Order IATS - 000207 SDNY_GM_02774312 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260952 EFTA01339580 any third party, (C) Escrow Agent has not otherwise received notice of any other lien, claim or encumbrance asserted by any third party with respect to the Aircraft, and (D) the closing of the S-76C-H- Agreement [as described in Section 12(p) below! has previously been completed, then Escrow Agent shall so advise the participants on the Closing Conference Call and then, but only then, Escrow Agent shall immediately wire the 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 with the Federal Reference Number for said wire and, immediately thereafter, Escrow Agent shall file the Warranty Bill of Sale and any other necessary Escrow Documents w ith 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 filing of each such Escrow Document. Immediately following the above, the following shall occur at the Closing Place: (A) Seller's representative shall deliver possession of the Aircraft to Purchaser, and (B) Purchaser shall execute and deliver to Seller a Delivery Receipt in the form attached hereto as Exhibit E. (ii) Immediately following the above, the 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 airframe of the Aircraft and each of the two (2) engines. (e) Following completion of the Closing as prescribed above, Escrow Agent shall mail the Warranty Bill of Sale to the address specified by Purchaser. (f) If all of the conditions and requirements specified in this Section 5 are not satisfied on or before August 31, 2011 (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 shall be returned by Escrow Agent to Seller, and any other documents which may be held by Escrow Agent on behalf of Purchaser shall be returned to Purchaser; (ii) If earlier received by Escrow Agent, the Balance of the Purchase Price 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 6 CONFIDENTIAL Subject to Protective Order IATS - 000208 SDNYGM_02774313 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260953 EFTA01339581 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) The escrow requirements and procedures set forth in this Section 5 shall be subject to such reasonable modifications as may be required by any lender to Seller or Purchaser, or by any holder of a lien upon the Aircraft, and which are subsequently agreed upon by the panics hereto and the Escrow Agent. 6. Fee of Escrow Agent. The fee of the Escrow Agent (which fee also includes any out-of-pocket expenses incurred by the Escrow Agent) for performing its duties specified herein shall be in the amount of 52,085.00 and shall be borne equally by Purchaser and Seller. Their respective portions of said fee shall be paid by them to the Escrow Agent as and when required by the Escrow Agent. In addition to its duties specified above, the duties of the Escrow Agent shall also include (a) delivering a written preliminary title and lien report and also a written post-closing title and lien report to each of Purchaser and Seller, and (b) as Sellers and Purchaser's Professional User Entity, making registrations with the International Registry of the Warranty Bill of Sale (Contract of Sale in the parlance of the International Registry) with respect to the transfer of title to the airframe of the Aircraft and the two (2) engines of the Aircraft from the Seller to the Purchaser, and obtaining and providing Seller and Purchaser with post-closing Priority Search Certificates issued by the International Registry with respect to the airframe of the Aircraft and the two (2) engines. 7. Taxes. (a) Seller warrants that there are no outstanding or delinquent taxes or duties attributable to the Aircraft as of the Closing Date. Seller shall be responsible for and shall pay, or reimburse Purchaser 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 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 use, ownership, possession, maintenance or operation of the Aircraft after the Closing, but specifically excluding any income, capital gains or other similar taxes based on the income of Seller or personal property or other similar taxes assessed or based upon Sellers ownership or use of the Aircraft prior to the Closing. (c) The provisions of this Section 7 shall survive Closing. 7 CONFIDENTIAL Subject to Protective Order IATS - 000209 SDNY_GM02774314 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260954 EFTA01339582 8. Seller's Representations and Warranties. Seller hereby represents and warrants to (or where so stated, Seller agrees in favor of) Purchaser as follows, which representations and warranties (or agreements) shall survive the Closing: (a) To the best of Seller's knowledge, all log books, maintenance records and other records delivered or to be delivered to Purchaser, and the entries therein, are true, correct, complete and up to date. (b) All existing and unexpired manufacturers' warranties and other warranties pertaining to the Aircraft and the Engines are in full force and effect, and to the extent they are assignable, are hereby assigned to Purchaser effective as of the completion of the Closing. Seller shall, at Seller's expense, use its reasonable efforts to assist Purchaser in maintaining continuity of the warranties for Purchaser's benefit. Seller shall, at the request of Purchaser, give written notice of each assignment to the relevant counterparty and use its reasonable efforts to procure acknowledgment of such notice and to obtain the counterparty's consent to such assignment. (c) Seller has good and marketable title to the Aircraft and on the Closing Date Seller will convey to Purchaser good and marketable title to the Aircraft free and clear of any and all leases, liens, claims, rights to purchase and encumbrances of any kind or nature. (d) Seller is duly organized, existing and in good standing under the laws of the State of Delaware and has aril power and authority to execute and deliver this Agreement, to transfer title of the Aircraft to Purchaser, and to perform all of the other actions contemplated hereby, and this Agreement does not conflict with, result in a breach of, constitute a default under or result in the creation of a lien or encumbrance under, any other agreement or instrument to which Seller is a PanY. (e) Seller has paid all charges, invoices, statements, taxes, duties and penalties with respect to the Aircraft incurred on or before the Closing, and Seller hereby indemnifies Purchaser from any such charges or expenses. (0 There are no judgments, actions, suits, claims or legal, administrative, arbitration or other proceedings or governmental investigations or examinations pending or threatened or injunctions or orders entered, pending or threatened against Seller or its members or managers or its business, property or assets, at law or in equity, before or by any federal, state, municipal or other governmental department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, to restrain or prohibit the consummation of the transaction contemplated hereby or to obtain damages which if decided adversely would adversely affect the ability of Seller to consummate the transaction provided for in this Agreement. 9. LIMITATION OF WARRANTIES EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 8, 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"CONDMON AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS 8 CONFIDENTIAL Subject to Protective Order IATS - 000210 SDNY_GM02774315 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260955 EFTA01339583 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 LIMMNG 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 FORA 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. 10. Breaches and Remedies. (a) Failure by Purchaser to pay the Purchase Price at Closing in accordance with this Agreement, or any other failure or refusal by Purchaser to perform any of its obligations under this Agreement, or any material misrepresentation by Purchaser pursuant to this Agreement, as a result of which the Closing does not take place, shall, upon the actual or offered performance by Seller of all its obligations, constitute a breach of this Agreement by Purchaserand the parties hereto expressly agree that in the event of such breach, the Deposit shall be forfeited by Purchaser, and the Deposit shall be distributed by Escrow Agent to Seller as liquidated damages and as its sole and exclusive remedy, all other remedies, including but not limited to incidental and consequential damages, being hereby WAIVED by Seller. Purchaser and Seller hereby agree that actual damages, if any, to Seller would be speculative and difficult to ascertain, and the Deposit shall serve as complete liquidated damages to Seller, and that the Deposit amount is a reasonable forecast of Seller's actual damages in such event, and Purchaser shall have no further or other liability in connection herewith. The limitation of Seller's remedies as set forth in this Section I 0(a) shall not be construed to limit or otherwise adversely affect Seller's post-closing remedies, should the Closing occur, for breach of any express warranties by Purchaser set forth in this Agreement or the breach of any post-closing obligations of Purchaser set forth in this Agreement. (b) Failure by Seller to deliver the Aircraft in the condition required by this Agreement, the Warranty Bill of Sale or any other Cbsing documents required hereby, orany other failure or refusal by Seller to perform any of its obligations under this Agreement, or any material misrepresentation by Seller pursuant to this Agreement, as a result of which the Closing does not take place, shall, upon the actual or offered performance by Purchaser of all of its obligations, constitute a breach of this Agreement by Seller. The parties hereto expressly agree that in the event of such breach, Purchaser shall be entitled to the immediate return of the Deposit and Seller also shall pay Purchaser the sum of USSI00,000 as liquidated damages and as Purchaser's sole and exclusive remedy, all other remedies, including but not limited to incidental and consequential damages, being hereby WAIVED by Purchaser. Purchaser and Seller hereby agree that actual damages, if any, to Purchaser would be speculative and difficult to ascertain, and that said sum of USSI00,000 shall serve as complete liquidated damages to Purchaser, and that said sum of 9 CONFIDENTIAL Subject to Protective Order IATS - 000211 SDNY_GM_02774316 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260956 EFTA01339584 USS100,000 is a reasonable forecast of Purchaser's actual damages in such event, and Seller shall have no further or other liability in connection with such breach. The limitation of Purchaser's remedies as set forth in this Section 10(b) shall not be construed to limit or otherwise adversely affect Purchaser's post-closing remedies, should the Closing occur, for breach of Seller's title warranties and other Express Contract Warranties or the breach of any post-closing obligations of Purchaser set forth in this Agreement (c) If either party hereto commences a legal proceeding to enforce any of the terms of this Agreement, the prevailing party in such action shall also have the right to recover reasonable attorneys' fees and costs from the other party to be fixed by the court in the same action, notwithstanding the limitations in Sections 10(a) and 10(b) above. II. Performance, Force Maieurc and Risk of Loss. (a) In the event that the Aircraft is destroyed or damaged prior to the Closing Date, this Agreement may be tenninated in its entirety by either party without liability to the other party, except that the Deposit shall be promptly refunded to Purchaser. (b) Neither Seller nor Purchaser shall be responsible for any delay beyond the Closing Date due to any cause beyond its control, including but not limited to the following causes: civil wars, insurrections, strikes, riots, fires, floods, explosions, earthquakes, any act of govenunent or governmental priorities, allocations, regulation, or orders affecting materials, act of God, or the public enemy, failure of transportation, epidemics, or labor trouble causing slowdown or interruption of work. (c) Exclusive care, custody and control of the Aircraft and all risks of loss, damage or destruction to the Aircraft 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 pass to and be assumed by Purchaser upon the filing of the Warranty 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. 12. Other Matters. (a) Neither party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the preceding sentence, both parties hereto reserve the right to assign this Agreement to a third party in order to qualify this transaction as pan of a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended and Revenue Procedure 2000-37. Such assignment, however, shall not release the assigning party from its obligations to perfonn hereunder. The non-assigning party agrees to cooperate with the assigning party to effect such transaction with no additional costs to the non-assigning party. 10 CONFIDENTIAL Subject to Protective Order IATS - 000212 SDNY_GM_02774317 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260957 EFTA01339585 (b) 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 to fully effectuate and carry out the purposes of this Agreement. (c) The provisions of this Agreement which by their terms are to be performed and observed after the Closing, and the several representations, warranties and agreements of the parties herein contained, shall survive the Closing. (d) This Agreement sets forth the entire understanding of the parties hereto 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. (e) This Agreement may be executed in one or more counterparts, and all such counterparts shall constitute one and the same instrument. (f) No modificationor amendment of this Agreement shall be binding unless it is in writing and signed by each of the parties hereto. (g) All notices required or perrnitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or mailed by registered or certified mail, return receipt requested, postage prepaid, or sent by facsimile ore￾mail addressed to the other party for whom it is intended at the address set forth below, or to such other address as may hereafter be designated in writing by a party to the other party: If to Purchaser: Freedom Air International, Inc. 103 Foulk Road, Suite 202 Wilmington, Delaware 19803 Atm: Darren K. Indyke Fax: Email. with a copy to: Darren K. Indyke 301 East 66th Street, 10B New Fax: Email I 1 CONFIDENTIAL Subject to Protective Order IATS - 000213 SDNY_GM_02774318 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260958 EFTA01339586 If to Seller. ASI Wings, LLC 151 Farmington Avenue, RT32 Hanford, Cr 06156 Atm: Coreen L. Marcroft Fax: Email: with a copy to: Anthony J. Dennis Aetna Inc. Law & Regulatory Affairs, RW6I 151 Farmington Avenue Hartford, CT 06156 Fax: Email: (h) 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 accordancc with Section 12(g) above. (i) 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. (j) The descriptive headings of the several sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement. (k) All terms, covenants and conditions contained herein are, and shall be, binding upon, and inure to the benefit of, the respective parties hereto and their respective legal representatives, successors and assigns. (I) This Agreement shall be construed and enforced in accordance with the laws of the State of Connecticut, excluding its conflicts of laws rules, and, to the extent applicable, the laws of the United States of America. (m) If anyclause, provision or section of this Agrccmcnt 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 shall not be materially and adversely affected thereby. 12 CONFIDENTIAL Subject to Protective Order IATS - 000214 SDNY_GM_02774319 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260959 EFTA01339587 (n) All payments provided for in this Agreement are to be made in United States Dollars. (o) In connection with any litigation arising out of this Agreement, the prevailing party in such litigation shall be entitled to recover all costs incurred therein from the other party, including reasonable attorney's fees. (p) The purchase of the Aircraft under this Agreement is conditioned upon the following: (i) The simultaneous execution by the parties hereto of a separate aircraft purchase agreement wherein Purchaser herein, as seller, shall sell to Seller herein, as purchaser, that certain Keystone (Sikorsky) S-76C helicopter (sometimes refereed to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE fora purehaseprice of EJeven Million Nine HundredThousand U.S. Dollars (US$11,900,000.00) (the "S-76C++ Agreement); and (ii) The 5-76Oi-l- Agreement shall have closed prior to the Closing provided for in this Agreement. (q) The Aircraft currently bears the registration number set forth above, namely N 162AE. Seller desires to retain said registration number for its own use and, accordingly, Purchaser agrees to file the appropriate documents required by §§47.15(d) and (f) of the Federal Aviation Regulations (14 C.F.R.) at the FAA within thirty (30) days of Closing to have the Aircraft re-registered with the FAA under a different registration number, with Purchaser paying all costs and expenses associated therewith, including, but not limited to, all filing fees and the cost of painting the new registration number on the Aircraft Purchaser further agrees to execute such additional documents and take such further actions as may be reasonably required to release said registration number to Seller for the exclusive use of Seller. Purchaser shall promptly notify Seller after making the FAA filings required by this Section 12(q). (r) Seller represents and agrees that the main, intermediate and tail gearboxes of the Aircraft are enrolled, and through the Closing Date shall be paid up, in the Sikorsky Powertrain Assurance Program (the "Program"). Seller agrees, at no additional cost to Purchaser, to instruct and authorize Sikorsky Aircraft Corporation to cause said three (3) gearboxes of the Aircraft to continue to be enrolled in the Program, to Purchaser's Account, after the Closing of the sale of the Aircraft to Purchaser. (Signature Blocks Appear on Following Pages) 13 CONFIDENTIAL Subject to Protective Order IATS - 000215 SDNY_GM_02774320 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260960 EFTA01339588 IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: SELLER: ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: INSURED AIRCRAFT TITLE SERVICE, INC., hereby acknowledges receipt of the Deposit in the amount of $100,000.00 USD and an executed copy of this Aircraft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purchase Price Balance and to perform the other duties specified in the various provisions of this Agreement in accordance with said provisions, including without limitation the provisions of Sections 1.1, 5 and 6 thereof. Dated this day of July, 2011. INSURED AIRCRA_TIT L RVICE, INC. By: Name: Joan Roberts Title: Vice President 560572:00136 14 CONFIDENTIAL Subject to Protective Order IATS - 000216 SDNY_GM_02774321 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026096 EFTA01339589 IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. PURCHASER: FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: SELLER. ASI WINGS, LLC By: Aetna Inc., Man 'ng Member By: Nam Title: INSURED AIRCRAFT TITLE SERVICE, INC., hereby aclwowledges receiptof the Deposit in the amount of $100,000.00 USD and an executed copy of this Aircraft Purchase Agreement, and agrees to hold and dispose of the Deposit and, if received by it, the Purchase Price Balance and to perform the other duties specified in the various provisions of this Agreement in accordance with said provisions, including without limitation the provisions of Sections 1.1, 5 and 6 thereof. Dated this cilit—day of July, 2011. INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Joan Roberts Title: Vice President 600172:00134 14 Sec raw.[ CONFIDENTIAL Subject to Protective Order IATS - 000217 SDNY_GM_02774322 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60962 EFTA01339590 EXHIBIT A Sikorsky S76C+ N162AE - S/N 760472 TOTAL TIME: (ranes as of 09/23/2010) TTAF: 6806.9 hrs MAIN GEARBOX: 2993.9 las TSO LANDINGS: 14751 ENGNES: (2) Turbomace Arrtel 2S1 Engines. Al a2 Sextal Number: 20040 20533TEC NEW: 5595.8 2268.4 Module 1 Neid Due 6290 Eng. Hrs 3500 Eng. Hrs. Module 2 Next Due 8073 Eng. Hrs. 3367 Eng. Fes. Module 3 Next Due 6343 Eng. Hrs. 3367 Eng. Hrs. Module 4 Next Due 6290 Eng Hrs. 4500 Eng. Hrs. Module 5 Next Due 8614 Eng. Hrs. 3500 Eng Hrs. CYCLES: HMU NI: 7133 N1:8374 N2:5687 112:8081 6220 Eng. Hrs. 2308 Eng. Hrs. NOTE' Power Train Is rotred br. PAP AVIONICS: Honeywell Primus II (pacaage) EFIS: Honeywell EDZ 756 COMMUNICATIONS: (2) RCZ 850 NAVIGATION: (2)RNZ 850 FLIGHT CONTROL SYSTEM/ AUTOPILOT: (2) Honeywell $PZ 7600 RADAR: Honeywell PRIMUS 700 TRANSPONDER: (2) RCZ 850 AUTOMATIC DIRECT1ON FINDER: RNZ 850 DISTANCE MEASURING EQUIPMENT: RNZ 850 RADAR ALTI METER: Honeywell AA-300 GLOBAL POSITIONING SYSTEM: UNS 1D FLIGHT MANAGEMENT SYSTEM: UNS 10 TRAFFIC COLLISION AVOIDANCE SYSTEM: Bendix TCAS-1 CAS 66 TERRAIN AWARENESS AND WARNING SYSTEM: N/A ELT: Artex ELT-110-406HM STORMSCOPE: Honeywell LSZ-860 COCKPIT VOICE RECORDER: Universal CVR-30A ADDITIONAL AVIONICS: Dual 375 VA KGS dato inverlers Passenger Eineler HUCAB-2 ICG ICS 100 Fight Phone With passenger handset and dialer and rallots PTA-12 dialer BF Goodrich ADI 3350 Standby ADI Dual Digital elmeits: Daytron 877 Keith 21.000 BTU NC System C4 Standby Attmeter/Airspeed Incicatoe CONFIDENTIAL Subject to Protective Order IATS - 000218 SDNY_GAL02 774323 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60963 EFTA01339591 OTHER ITEMS: Floats Cocoon Noise Reduction Upper and Lower Anti-collision Light System Forward Facing Recognition Light System Pulse Light System Pitt Controlled Search Light Two Door Speakers Left and Right Cabin Boarding Steps TM Rotor Pedal lubrication Kit Engine and Gearbox Fuzz Butner Kit WEIGHTS: MAX TAKEOFF WEIGHT: 11,700 Lbs. EMPTY WEIGHT: 8,257 Lbs. CONFIDENTIAL Subject to Protective Order IATS - 000219 SDNY_GM_02774324 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60964 EFTA01339592 EXHIBIT A-I Loose Equipment Sikorsky S-76C (sometimes referred to as a S-76C+) Manufacturer's Serial No. 760472 N162AE Main rotor blade tic-downs (qty 4) Left and right intermediate gearbox plugs Left and right engine cowling air inlet plugs Left and right engine exhaust plugs Left and right engine inlet plugs Left and right main landing gear door covers Left and right horizontal stabilizer covers Left and right side fuselage maintenance covers Spare cabin carpet CONFIDENTIAL Subject to Protective Order IATS - 000220 SDNY_GM_02774325 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60965 EFTA01339593 EXHIBIT B DAMAGE AND CORROSION HISTORY To the best of Seller's knowledge, there is no damage history except the following: • August 5, 1998: Bird strike to radome. Ring frame at station 35 repaired and radome replaced; • November 13, 1998: Puncture inside right fuel cell. Aluminum honeycomb panel repaired with doubler bonded and riveted in place; and • April 8, 2002: Bird strike to race car fairing. Replaced race car fairing, lateral servo pushrod, and number 2 engine. To the best of Seller's knowledge, no corrosion has been noted. CONFIDENTIAL Subject to Protective Order IATS - 000221 SDNY_GM_02774326 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60966 EFTA01339594 C PRELIMINARY ACCEPTANCE CERTIFICATE Sikorsky S-76C (sometimes referred to as a S-76C+) Manufacturer's Serial No. 760472 NI62AE Pursuant to the Aircraft Purchase Agreement dated July , 2011 (the "Agreement') between ASI WINGS, LLC, a Delaware limited liability company ("Seller"), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Purchaser"), Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the Agreement on the date written below, and Purchaser has (check one): Accented the Aircraft as is. Acceptedthe Aircraft subject to Seller's repairing the discrepancies necessary for Seller to deliver the Aircraft to Purchaser in the condition required by Section 2 of the Agreement. Said discrepancies are itemized on the attachment to this Preliminary Acceptance Certificate. Reiected the Aircraft. FREEDOM AIR INTERNATIONAL, INC. By: Name: Title: Date: CONFIDENTIAL Subject to Protective Order IATS - 000222 SDNY_GM_02 774327 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60967 EFTA01339595 EXIIIBIT D WARRANTY BILL OF SALE The undersigned, ("Seller"), is the owner of the flail legal and beneficial title in and to that certain used Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. NI62AE, with two (2) Turbomeca Arriel 2S1 engines bearing Manufacturer's Serial Nos. 20040 and 20533TEC, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in that certain Aircraft Purchase Agreement dated as °fluty 2011, between Seller and Purchaser, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"). provided. that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. 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, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Freedom Air International, Inc. ("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 owner 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 liens, claims and encumbrances 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 OF SELLER SET FORTH IN THE PRECEDING SENTENCE, THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this _ day of July, 2011. ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: Date: CONFIDENTIAL Subject to Protective Order IATS - 000223 SDNY_GM_02774328 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260968 EFTA01339596 EXHIBIT E DELIVERY RECEIPT Sikorsky S-76C Isomer imes referred to as a S-76C+) Manufacturer's Serial No. 760472 NI62AE Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated July , 2011 between ASI WINGS, LW, a Delaware limited liability company ("Seller") and FREEDOM AIR INTERNATIONAL INC., a Delaware corporation ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one used Sikorsky S-76C helicopter (sometimes referred to as a S￾76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. N 162AE, with two (2) Turbomeca Arriel2S1 engines bearing Manufacturer's Serial Nos. 20040 and 20533TEC, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in the Agreement, and also including all airframe, engine and accessory logbooks, Hight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above￾described helicopter and engines in Seller's possession (collectively, the "Aircraft"). provided, that the tenn Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. Purchaser accepts the Aircraft at p.m., on July , 2011 in an "As Is, Where Is" condition and"With all Faults" at and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: hours TOTAL TIME ON ENGINES AT DELIVERY: Engine No. I (MSN 42285): hours/cycles Engine No. 2 (MSN 42286): hours/cycles TOTAL LANDINGS AT DELIVERY: FREEDOM AIR INTERNATIONAL INC. By: Name: Title: Date: (Acknowledgment Following Page) CONFIDENTIAL Subject to Protective Order IATS - 000224 SDNY_GM_02774329 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60969 EFTA01339597 STATE OF CONNECTICUT ) ss: COUNTY OF The foregoing instrument was acknowledged before me this day of July, 2011, by _ [title) of Freedom Air International, Inc., a Delaware corporation, on behalf of the company. NOTARY PUBLIC, STATE OF 560119.120X0 CONFIDENTIAL Subject to Protective Order IATS - 000225 SDNY_GM_02774330 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260970 EFTA01339598 FELLERS SNIDER ATTORNEYS AND COUNSELLORS AT LAW FELLERS SVDER 6...10414911. 0•111V • IIPPIPIS PC. OKLAHOMA MY • TULSA JAP W. BLANKENSHIP O COCA& L July 18, 2011 VIA E-MAIL Ms. Tanya Butler Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 Re: Sikorsky S-76C Helicopter, U.S. Registration No. N162AE MSN 760472 Dear Tanya: Pursuant to our telephone conference this afternoon, attached is a copy of the Aircraft Purchase Agreement dated as of July 18, 2011, entered into between our client, ASI Wings, LLC, as Seller, and Freedom Air International, Inc., as Purchaser (the "Agreement"). As you know, your Company is holding in escrow the deposit of $100,000.00 described in Section 1(a) of the Agreement. The duties of your Company, as Escrow Agent, are set forth in various provisions of the Agreement, including, without limitation, the provisions of Sections 1.1, 5 and 6 thereof. Please cause the Agreement to be executed on behalf of Insured Aircraft Title Services, Inc. on page 14 and forward me a pdf copy of that page as dated and executed. If you or others should have any questions regarding the above or the attachment, please let me know. Thank you for your assistance and cooperation. JWB:nv:56986000136 Attachment Sincerely, Jap W. lankenship For the Firm 100 NORTH BROADWAY, SUITE 1700 OKLAIIONtA, CITY, OKLAHOMA 73102-8820 follarcenYlre rnm CONFIDENTIAL Subject to Protective Order IATS - 000226 SDNY_GM_02774331 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026097 EFTA01339599 Ms. Tanya Butler July 18, 2011 Page 2 xc: Ms. Coreen Marcroft (copy of letter and Aircraft Purchase Agreement via e-mail) Mr. Todd Osgood (copy of letter and Aircraft Purchase Agreement via e-mail) Darren Indyke, Esq. (copy of letter and Aircraft Purchase Agreement via e-mail) Anthony Dennis, Esq. (copy of letter and Aircraft Purchase Agreement via e-mail) Irena Damnjanoska, Esq. CONFIDENTIAL Subject to Protective Order IATS - 000227 SDNY_GM_02774332 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260972 EFTA01339600 EXHIBIT A Sikorsky S76C++ N722JE- SIN 760750 TOTAL TIME: (Tomes as of 0623/201U TTAF: 90 hrs MAIN GEARBOX: 90 hrs TSO LANDINGS: ENGINES: (2) Turbomeos Aniel 2S2 Engines. #1 02 Serial Number: 42285 42286 Time since NEW: 90 90 AVIONICS: EFTS: Honeywell EIDZ 756 COMMUNICATIONS: (2) Collins VHF-22A NAVIGATION: (2)Colins VIR-32A FLIGHT CONTROL SYSTEM / AUTOPILOT: (2) Honeywell SPZ 7600 DAFCS RADAR: Honeywell PRISAUS 880 TRANSPONDER: (2) COLLINS TDR-9413 'MODE V AUTOMATIC DIRECTION FINDER: COLONS ADF-462 DISTANCE MEASURING EQUIPMENT: (2) COLUNS OME-42 RADAR ALTIMETER: COLLINS ALT-55B GLOBAL POSITIONING SYSTEM: UNS 1FW FLIGHT MANAGEMENT SYSTEM: UNS 1FW • TRAFFIC COLLISION AVOIDANCE SYSTEM: Benda TCAS-1 CAS 66A TERRAIN AWARENESS AND WARNING SYSTEM: HONEYWELL EGPWS MK XXII ELT: Artex ELT 406NHM STORMSCOPE: N/A COCKPIT VOICE RECORDER: Universal CVR-120 ADDITIONAL AVIONICS: Gamin GMX-200 IIDS System Honeywel AL-300 Altitude Nester Truenorth SATCOM Phone Jet ADI-335D Standby Attitude Indicator Aerosonic 20020-11293 Standby Airspeed Indicator Aerosonic 101720-11810 Standby Altimeter Dukane 120 Underwater Locator dB Systems 380 Audio Panel [Whim M877 Digital Clock CONFIDENTIAL Subject to Protective Order IATS - 000228 SDNY_GM_02774333 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260973 EFTA01339601 OTHER ITEMS: Heated Glass WindsNekl Left and Right quick boarding steps C4 environmental system Lett and right fixed landing lights Cabin paging/chime system Engine wash fittings Recognition lights Cockpit 9ooserieck lights Overhead lateral absorber Hydraulic quick disconnect fittings Rotating landing light Engine zappers chip detectors Cabin ice system Pulselite Electric door locks Emergency notation system Manual rotor brake Logo lights Hinged fuel caps Chadwick-Helmuth provisions 5P Bifilar Ipod dock/audio connection Cabin WM 4 110 and 12 volt outlets WEIGHTS: MAX TAKEOFF WEIGHT: 11,700 Lbs. EMPTY WEIGHT: 8.353 Lbs. MAINTENANCE & INSPECTIONS: LAST MAJOR INSPECTION LAST COMPLETED NEXT OW Annual Inspection March. 2011 3/3112012 CONFIDENTIAL Subject to Protective Order IATS - 000229 SDNY_GM_02774334 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60974 EFTA01339602 EXHIBIT A-I Loose Equipment Keystone (Sikorsky) S-76C (sometimes referred to as a S-76C++) Manufacturer's Serial No. 760750 N722JE • spare silk carpet kit for cockpit and passenger compartment • maintenance covers and blade lie down kit • One David Clark maintenance headset • 6 Bose Headsets • maintenance power cord for passenger compartment (walk around cord). • spare NM Radio remote control for passenger compartment. • Data loader for Universal FMS. • spare gear pin set. • Three rubber tail rotor boots. • touch up paint kit. • spare fabric for interior groves point material • 10 life vest • two new EEDS O2 bottles for crew • Paper maintenance manuals and parts books IPC • wiring diagrams for completion and Data book • Vinyl maintenance runner for cockpit • Turbomeca engine maintenance manuals and parts books CONFIDENTIAL Subject to Protective Order IATS - 000230 SDNY_GM_02774335 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260975 EFTA01339603 EXHIBIT B DAMAGE AND CORROSION HISTORY To the best of Seller's knowledge, there is no damage history. To the best of Seller's knowledge, no corrosion has been noted. CONFIDENTIAL Subject to Protective Order IATS - 000231 SDNY_GM_02774336 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260976 EFTA01339604 EXHIBIT C PRELIMINARY ACCEPTANCE. CERTIFICATE Keystone (Sikorsky) S-76C (sometimes referred to as a S-76O-4-) Manufacturer's Serial No. 760750 N722JE Pursuant to the Aircraft Purchase Agreement dated July __, 2011 (the "Agreement") between ASI WINGS, LLC, a Delaware limited liability company ("Purchaser"), and FREEDOM AIR INTERNATIONAL, INC., a Delaware corporation ("Seller"), Purchaser hereby confirms that Purchaser has completed its Pre-Purchase Inspection of the Aircraft in accordance with the Agreement on the date written below, and Purchaser has (check one): Accented the Aircraft as is. Accepted the Aircraft subject to Seller's repairing the discrepanc iesnecessary for Seller to deliver the Aircraft to Purchaser in the condition required by Section 2 of the Agreement. Said discrepancies are itemized on the attachment to this Preliminary Acceptance Certificate. Iteiected the Aircraft. ASI WINGS, LW By: Aetna Inc., Managing Member By: Name: Title: Date: CONFIDENTIAL Subject to Protective Order IATS - 000232 SDNY_GM_02 774337 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260977 EFTA01339605 EXHIBIT D WARRANTY BILL OF SALE The undersigned, FREEDOM AIR INTERNATIONAL INC. ("Seller), is the owner of the full legal and beneficial title in and to that certain used Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C-H-) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2)Turbomeca Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in that certain Aircraft Purchase Agreement dated as of July 2011, between Seller and Purchaser, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided, that the term Aircraft as uscd herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. 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, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto ASI WINGS, LLC ("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 owner 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 liens, claims and encumbrances 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 OF SELLER SET FORTH IN THE PRECEDING SENTENCE, TIM AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this day of July, 2011. FREEDOM AIR INTERNATIONAL INC. By: Name: Title: CONFIDENTIAL Subject to Protective Order IATS - 000233 SDNY_GM_02774338 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260978 EFTA01339606 EXIIIBIT E DELIVERY RECEIPT Keystone (Sikorsky) S-76C (sometimes referred to as a S-76C-i-±1 Manufacturer's Serial No. 760750 N722JE Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated July 2011 between ASI WINGS, LLC, a Delaware limited liability company ("Purchaser"), and FREEDOM AIR INTERNATIONAL INC., a Delaware corporation ("Seller), Purchaser hereby acknowledges the delivery and acceptance of one used Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Turbomeca Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in the Agreement, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records,checklists,drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided, that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. Purchaser accepts the Aircraft at p.m., on July .2011 in an "As Is, Where Is" condition and "With all Faults" at and subject to the waivers and disclaimers set forth in the Agreement. TOTAL TIME ON AIRFRAME AT DELIVERY: hours TOTAL TIME ON ENGINES AT DELIVERY: Engine No. 1 (MSN 42285): hours/cycles Engine No. 2 (MSN 42286): hours/cycles TOTAL LANDINGS AT DELIVERY: ASI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Title: Date: (Acknowledgment Following Page) CONFIDENTIAL Subject to Protective Order IATS - 000234 SDNY_GM_02774339 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260979 EFTA01339607 STATE OF CONNECTICUT ) ss: COUNTY OF The foregoing instrument was acknowledged before me this day of July, 2011, by [title] of ASI Wings, LLC, a Delaware limited liability company, on behalf of the company. NOTARY PUBLIC, STATE OF sa114. I80101 CONFIDENTIAL Subject to Protective Order IATS - 000235 SDNY_GM_02774340 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002 60980 EFTA01339608 LETTER OF INTENT June hi, 2011 Freedom Air International, inc. 103 Foulk Road, Suite 200 Wilmington, DE 19803 Re: Sikorsky 5-76C+ Aircraft, Serial No, 760472, U.S. Registration No. NI 62/r& Ladies and Gentlemen: AS! Wings, LLC ("Seller') hereby expresses its Intent to sell to Freedom Air International, Inc. ("Purchase?') that certain Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. N162AE and two (2) Turborneca Arriel 251 engines hearing Manufacturer's Serial Nos. 20040 and 20045, together with all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, and also including all loose equipment that is normally or currently pan of the helicopter and all aircraft records and documents associated with the helicopter, all as is to be more particularly described in the definitive Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: I. The total purchase price shall be the sum of One Million Five Hundred Thousand U.S. Dollars (USSI,500,000.00) payable as follows: (a) Within three (3) business days after Purchaser's acceptance of this Letter of Intent ("LO1"), Purchaser shall wire transfer a fully refundable US$100,000.00 deposit (the "Deposit") to Insured Aircraft Tide Service. Inc., Oklahoma City, Oklahoma, Attn: ICirk Woford, President (the -Enna,/ Agent"), which Deposit shall be held in escrow and disbursed in accordance with the terms and conditions set forth in the definitive Aircraft Purchase Agreement described below (the 'Purchase Agreement"); and CONFIDENTIAL Subject to Protective Order IATS - 000236 SDNYGM_02774341 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260981 EFTA01339609 (b) 'Ile balance of the purchase price in the amount of USS1,400,000.00 shall be paid at the closing provided for in the Purchase Agreement, said purchase price balance to be wire transferred prior to such closing into a special escrow account of the Escmw Agent for its disbursement to the Seller at said closing upon the satisfaction of the conditions and requirements to he set forth in the Purchase Agreement. 2. The Deposit and this 1.O1 shall be subject to the execution or n Purchase Agreement between Sella and Purchaser in form and substance mutually satisfactory to the parties, providing for the sale and purchase of the Aircraft on terms consistent with this 1.O1, such other terms as are typically found in transactions of the type contemplated herein and such other terms and conditions as may be mutually agreeable to (he parties. Seller shall provide an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this 1.O1 by Purchaser and the Purchase Agreement shall be entered into by Seller and Purchaser within fifteen (IS) business days after the acceptance of this 1,O1 by Purchaser. The Purchase Agreement shall supersede this WI in its entirety and if there should be any conflicts between the provisions of the Purchase Agreement and this LO1, the provisions of the Purchase Agreement shall control for all purposes. If the parties fail to enter into a Purchase Agreement by such date, then, unless the parties agree in writing to extend the dale for execution, the Escrow Agent shall, within one (1) business day, reimburse the Deposit to Purchaser and neither Seller nur Purchaser shall have any liability to the other party. 3. The Aircraft shall be delivered with good and marketable title and free and clear of all liens, claims, demands and encumbrances. 4. The Aircraft shall be delivered in an airworthy condition with a valid standard U.S. certificate of airworthiness and shall in all respects comply with the Delivery Condition to be defined and specified in detail in the Purchase Agreement. 5. A pre-purchase inspection of the Aircraft shall be conducted at a facility to be specified in the Purchase Agreement and the scope of the prepurchase inspection, including mechanical and records inspections, test flights and the like will also be specified in the Purchase Agreement. 6. The tights and obligations of the parties under the Purchase Agreement shall be made subject to the simultaneous execution by the parties of a separate aircraft purchase agreement wherein Seller herein, as purchaser, shall purchase from Purchaser herein, as seller, that certain Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722.IE for a purchase price of Eleven Million Nine Hundred Thousand U.S. Dollars (lISS11,900,000.00). 2 CONFIDENTIAL Subject to Protective Order IATS - 000237 SDNYGM_02774342 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110260982 EFTA01339610 7. This LOI will remain in effect until 5:00 p.m. EDT on Junc3P, 2011, after which. if not accepted by Purchaser, it shall expire nix' have no further fume or effect. This WI may be accepted by Purehnxr's returning by f •girnile a rnnv there signed by an authorized representative to "CC! on.) prior to that lime. (fax number) ACCEPTED: FREEDOM AIR INTE Al., INC. By: Name: 1.10 .5 tie Title: O _cc dor Date: 29- 20/L r, 7 3 2 1 ASI WINGS, LLC 3 CONFIDENTIAL Subject to Protective Order IATS - 000238 SDNY_GM_02774343 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260983 EFTA01339611 LETTER OF INTENT )uncdt.2011 Freedom Air International. Inc. 103 Foulk Road, Suite 200 Wilmington, DE 19803 Re: Keystone (Sikorsky) S-76C++ Aircraft, Serial No. 760750.13.5. Ratistmtkm No. N722.1F Ladies and Gentlemen: ASI Wings, LI-C: ("Purclutscr") hereby expresses its intent to purchase from Freedom Air International, Inc. ("Seller') that certain Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE and two (2) Turborneca Arriel 252 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics. equipment, systems, furnishings and memories installed on, contained in or attached to said helicopter and engines, and also including all loose equipment that is normally or currently part of the helicopter and all aircraft records and documents associated with the helicopter, all as is to be more particularly described in the definitive Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following icons and conditions: I. The total purchase price shall be the sum of Eleven Million Nine I kindred Thousand U.S. Dollars ((1S$11,900,000.00) payable as follows: (a) (b) Within three (3) business days after Seller's acceptance of this Letter of Intent ("Win, Purchaser shall wire transfer a fully refundable 085100,000.00 deposit (the "Deposit") to Insured Aircraft Title Service. Inc., Oklahoma City, Oklahoma, Attn: Kirk Woford, President (the "Escrow Agent"), which Deposit shall be held in escmw and disbursed in accordance with the terms and conditions set forth in the definitive Aircraft Purchase Agreement described below (the 'Purchase Agreement"); and The balance of the purchase price in the amount of USSI 1,800,000.00 shall be paid at the closing provided for in the Purchase Agreement, said purchase price balance to be wire transferred prior to such closing into a special esemw account of the Escrow Agent for its disbursement to the Seller at said closing upon the CONFIDENTIAL Subject to Protective Order IATS - 000239 SDNY_GM_02774344 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026O984 EFTA01339612 satisfaction of the conditions and. requirements to be set forth in the Purchase Agreement. 2. The Deposit and this 101 shall be subject to the execution of a Purchase Agreement between Seller and Purchaser in loon and substance mutually satisfactory to the parties, providing for the sale and purchase of the Aircraft on tams consistent with this WI, such other terms as arc typically found in transactions of the type contemplated herein and such other terms and conditions as may be mutually agreeable to the parties. Purchaser shall provide an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this WI by Seller and the Purchase Agreement shalt be entered into by Seller and Purchaser within fifteen (15) business days after the eczema= of this WI by Seller. The Purchase Agreement shall supersede this 1.O1 in its entirety and if there should be any conflicts between the provisions of the Purchase Agreement and this LOI, the provisions of the Purchase Agreement shall control for all purposes. If the parties fail to enter into a Purchase Agreement by such dale, then, unless the parties agree in writing to extend the date for execution, the Escrow Agent shall, within one (I) business day, reimburse the Deposit to Purchaser and neither Seller nor Purchaser shall have any liability to the other party. 3. The Aircraft shrill be delivered with good and marketable title and free and clear of all Hens, claims, demands and encumbrances. 4. The Aircraft shall be delivered in an airworthy condition with a valid standard 11.5. certificate of airworthiness and shall in all respects comply with the Delivery Condition to he defined and specified in detail in the Purchase Agreement. 5. A pre-purchase inspection of the Aircraft shall be conducted at a facility to he specified in the Purchase Agreement and the save of the pre-purchase inspection, including mechanical and records inspections, test flights and the like will also be specified in the Purchase Agreement. 6. The rights and obligations of the patties under the Purchase Agreement shall be made subject to the simultaneous execution by the parties of a separate airmail purchase agreement wherein Purchaser herein, as seller, shall sell to Seller herein, as pumhaser, that certain Sikorsky S-76C helicopter (sometimes referred to as a S•76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. NI 62AE for a purchase price of One Million Five Hundred Thousand U.S. Dollars ISSI,5(t,000.00). 7. Unless completed prior to the acceptance of this LOI by Seller, this LOI and the placing of the Deposit with the Escrow Agent shall be subject to the completion era demonstration flight of the Aircraft to be provided by Seller with an executive of Purchaser or Aetna, Inc. being on board, and the aftirmative approval of the Ararat% by said executive upon the completion of said dentonstration flight. 2 CONFIDENTIAL Subject to Protective Order IATS - 000240 SDNY_GM_02774345 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260985 EFTA01339613 8. This WI will remain in effect until 5:00 p.m. EDT on June 30. 2011, after which, if not accepted by Seller, it shall expire and have no Whey force or effect. This WI may be accepted by Seller's returning by facsimile a copy thereof signed by an authorized rcpcsentativc to ^g,i OS;Feet/ all l_ prior to that time. (lax number) ASI WINGS, LLC ACCEPTED: FREEDOM AIR INTE3N4TIONAL, MC. By: Name: Title: Date: 567571v2:321115 CONFIDENTIAL Subject to Protective Order IATS - 000241 SDNY_GM_02774346 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260986 EFTA01339614 LETTER OF INTENT June 21, 201) Freedom Air International, fns. 103 Foulk Road, Suite 200 Wilmington, DE 19803 Re: Sikorsky S-76C+ Aircraft, serial No. 760472. U.S. Registration No. N162AF Ladies and Gentlemen: ASI Wings, LLC ("Seller') hereby expresses its intent to sell to Freedom Air International, Inc. ("Purchase•") that certain Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration Nu. N162Ali and two (2) Turbomeca Artie] 2S1 engines bearing Manufacturer's Serial Nos. 20040 and 20045, together with all avionics. equipment, systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, and also including all loose equipment that is normally or currently pan of the helicopter and all aircraft records and documents associated with the helicopter, all as is to be more particularly described in the definitive Aircraft Pun:base Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: I. The total purchase price shall be the sum of One Million Five Hundred Thousand U.S. Dollars (US$1,500,000.00) payable us follows: (a) Within three (3) business days after Purchaser's acceptance of this Letter or Intent ("LO1"), Purchaser shall wire transfer a fully refundable US$100,000.00 deposit (the "Deposit" to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Kirk Woford, President (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed in accordance with the terms and conditions set forth in the definitive Aircraft Purchase Agreement described below (the 'Pure!rase Agreement"); and CONFIDENTIAL Subject to Protective Order IATS - 000242 SDNY_GM_02774347 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260987 EFTA01339615 (b) The balance of the purchase price in the amount of USS1,400,000.00 shall be paid at the closing provided for in the Purchase Agreement, said purchase price balance to be wire transferred prior to such closing into a special escrow account of the Escrow Agent for its disbursement to the Seller at said closing upon the satisfaction of the conditions and requirements to be set forth in the Purchase Agreement. 2. The Deposit and this lel shall be subject to the execution of a Purchase Agreement between Seller and Purchaser in form and substance mutually satisfactory to the parties, providing for the sale and purchase of the Aircraft on terrors consistent with this 1O1, such other terms as are typically found in transactions of the type contemplated herein and such other team and conditions as may he mutually agreeable to the panics. Seller shall provide an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this Lel by Purchaser and the Purchase Agreement shall he entered into by Seller and Purchaser within fifteen (15) business days after the acceptance of this 1.O1 by Purchaser. The Purchase Agreement shall supersede this LOI in its entirety and if there should be any conflicts between the provisions of the Purchase Agreement and this LOI, the provisions of the Purchase Agreement shall control for all purposes. lithe parties fail to cater into a Purchase Agreement by such date, then, unless the parties agree in writing to extend the date for execution, the Escrow Agent shall, within one (1) business day, reimburse the Deposit to Purchaser and neither Seller nor Purchestr shall have any liability to the other party. 3. The Aircraft shall be delivered with good and marketable title and free and clear of all liens, claims, demands and encumbrances. 4. The Aircraft shall be delivered in an airworthy condition with a valid standard 11.S. certificate of ainvorthintws and shall in all respects comply with the Delivery Condition to be defined and specified in detail in the Purchase Agreement. 5. A pre-purchase inspection oldie Aircraft shall be conducted at a (Utility to be specified in the Purchase Agreement and the scope of the pre-purchase inspection, including mechanical and records inspections, test flights and the like will also be specified in the Purchase Agreement. 6. The rights and obligations of the parties under the Purchase Agreement shall be made subject to the simultaneous execution by the parties of a separate aircraft purchase agreement wherein Seller herein, as purchaser, shall purchase tom Purchaser herein, as seller, that certain Keystone (Sikorsky) S-76C helicopter (sometimes referred to es a S-76C++) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N72216 for a purchase price of' Blown Million Nino Hundred Thousand U.S. Dollars (I MS11,900,000.00). 2 CONFIDENTIAL Subject to Protective Order IATS - 000243 SDNYGM_02774348 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260988 EFTA01339616 7. This LOI will remain in effect until 5:00 p.m. EDT on Sunc30, 2011, after which, if not accepted by Purchaser, it shall expire and have no further force or effect. This I.01 may be accepted by Purchaser's returning by facsimile a thereof signed by an authorized reptescrdative to "rct Os) oo... --1 at prior to that time. (fax number) ACCEPTED: FREEDOM MR INTE Etv• Name: Title: 0 itr, Dalgaa AL, INC. St,ThatillUS MI WINGS, LW 3 CONFIDENTIAL Subject to Protective Order IATS - 000244 SDNYGM_02774349 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260989 EFTA01339617 I.ETTER OF INTENT lune (22., 2011 Freedom Alr Unemotional. Inc. 103 Faulk Road, Suite 200 Wilmington, DE 19803 Re: Keystone (Sikorsky) S-76C+t• Aircraft. Serial No. 760750.1LS. Reitistration No. N7221E. ladies and Gentlemen: MI Wings, LIC ("Purchaser") hereby expresses its intent to purchase from Freedom Air International, 1m. ("Seller") that certain Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a 3-76C++) bearing Manufacturer's Serial Nu 760750 and U.S. Registration No. N722JE and two (2) Turboiner.a Arriel 232 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, and also including all loose equipment that is normally or currently pan of the helicopter and all aircraft records and documents associated with the helicopter, all as is to be more particularly described in the definitive Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: I. The total purchase price shall he the sum of Eleven Million Nine I lundred Thousand U.S. Dollars ((JSS11,900,000.00) payable as follows: (a) Within three (3) business days after Seller's acceptance of this letter of Intent ("1.O1"), Purchaser shall wire transfer a fully refundable USS100,000.00 deposit (the "Deposit") to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Kirk Woford, President (the "Escrow Agent"). which Deposit shall be held in escrow and disbursed in accordance with the terms and conditions set forth in the definitive Aircreft Purchnse Agreement described below (the "Purchase Agrosnent"); and (b) 'the balance of the purchase price in the amount of USS11,800,000.00 shall be paid at the closing provided for in the Purchase Agreement, said purchase price balance to be wire transferred prior to such closing into a special escrow account of the Escrow Agent for its disbursement to the Seller at said closing upon the CONFIDENTIAL Subject to Protective Order IATS - 000245 SDNY_GM_02774350 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260990 EFTA01339618 satisfaction of the conditions and requirements to be set forth in the Purchase Agreement. 2. The Deposit and this LOI shall be subject to the execution of a Purchase Agreement between Seller and Purchaser in form and substance mutually satisthctory to the panics, providing for the sale and purchase of the Aircraft on tams consistent with this LOT, such other terms as are typically found in transactions of the type contemplated herein and such other terms and conditions as nary be mutually agreeable to the parties. Purchaser shall provide an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this LOI by Seller and the Purelase Agreement shall be entered into by Seller and Purchaser within fifteen (IS) business days after the acceptance of this LOI by Seller. 'Tito Purchase Agreement shall supersede this LOI in its entirety and if there should be any conflicts between the provisions of the Purchase Agreement and this LOI, the provisions of the Purchase Agreement shall control for all purposes. If the parties fail to enter into a Purchase Agreement by such date, then, unless the parties agree in writing to extend the date for execution, the Escrow Agent shall, within one (I) business day, reimburse the Deposit to Purchaser and neither Seller nor Purchaser shall have any liability to the other pony. 3. The Aircraft shall be delivered with good and marketable title and free and clear of all lions, claims. demands and encumbrances. 4. The Aircraft shall be delivered in an airworthy condition with a valid standard 1I.S. certificate of airworthiness and shall in all respects comply with the Delivery Condition to he defined and specified in detail io the Purchase Agreement. 5. A prepurchase inspection of the Aircraft shall be conducted at a facility to he specified in the Purchase Agreement and the scope of the pre purchase inspection, including mechanical and records inspections, test flights and the like will also be specified in the Purchase Agreement. 6. The rights and obligations of the panics under the Purchase Agreement shall he made subject to the simultaneous execution by the parties of a separate aircraft purchase agreement wherein Purchaser herein, as seller, shall sell to Seller herein, as purchaser, that certain Sikorsky S-76C helicopter (sometimes referred to as a 8.76C+) bearing Manufacturer's Serial No. 760472 and 11.S. Itegistration No. N I62Ali fin a purchase price of One Million Five Hundred Thousand U.S. Dollars (t tss I ,500,000.00). 7. Unless completed prior to the acceptance of this LOI by Seller, this LOI and the placing of the Deposit with the Escrow Agent shall be subject to the completion of a demonstration flight of the Aircraft to be provided by Seller with en executive of Purchaser or Aetna, Inc. being on hoard, and the affurnative approval of the Aircraft by mid executive upon the completion of said demonstration flight. 2 CONFIDENTIAL Subject to Protective Order IATS - 000246 SDNY_GM_02774351 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026099 I EFTA01339619 8. This 1.01 will remain in Oleos until 5:00 p.m. EDT on June 30 2011, after which, if not accepted by Seller. it shall expire and have no further force or effect. This LOt may be accepted by Seller's returning by fisigalgaddaglampl signed by an authorized representative to "V d dsy e j at prior to that time. (fax number) MI WINGS, LLC ACCEPTED: FREEDOM AIR INTE TIONAL, By: Name: Title: Date: 567571v2:32015 CONFIDENTIAL Subject to Protective Order IATS - 000247 SDNY_GM_02774352 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00260992 EFTA01339620 S-76C++ S/N 760750, N750A (N722JE) Acceptance Keystone Helicopter Company / Sikorsky Global Helicopters Coatesville, Pennsylvania For Larry P. Visoski AIR GHISLAINE February 9, 2010 © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000248 SDNY_GM_02774353 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260993 EFTA01339621 S-76C++, Serial Number Audit Report Table of Contents 760750 Helicopter Audit Checklist PAGE Avionic & Equipment 4 Aircraft & Equipment 6 Aircraft Documents 6 Maintenance Program 8 Aircraft Evaluation 9 Interior Inspection 9 Exterior Inspection 11 List Of FAA Form 337'S & STC'S 15 Aircraft Component List 16 AD Compliance Report 23 Acoustic Data Report 26 Track & Balance Report (4P & I P) 27 Weight & Balance Sheet 29 Installed Equipment 30 760749 Photographs 38 © Hugh Redditt Compan; CONFIDENTIAL Subject to Protective Order IATS - 000249 SDNYGM_02774354 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260994 EFTA01339622 Helicopter Audit Checklist Sikorsky S-16 Date: January 27. 2010. CONFIDENTIAL A/C: S-76C++ SA4: A/C TT: 19.0 hours, DATE OF FIRST SERVICE ENGINES: rUfbOillre.R 760750 Reg.#: N75 OA Mfg Dale: 8 DEC 2008 Total Landings: 30 .111 Engine N2 Engine MAKE/MODES DATE OF MPG SERIAL NUMBER TOTAL TIME SINCE. NEW TOTAL CYCLES SINCE. NF.W NI: 41.1 /142: 46.0 cycles TOTAL STARTS RE-MARKS: Both engines installed on 26 November 2008 — aircraft and both engines total time: 0.0 hours. Arriel 252 30 OCT 2008 42285 19.0 hours 58 Arriel 282 30 OCT 2008 42286 19.0 hours NI:40.1 /912: 44.4 cycles 56 MAIN GEARBOX INTERMEDIATE-7/4- GEARBOX 31. t"' TAN; GEARBOX, PART NUMBER 76351-09600445 76357.05600.041 7635845600.041 SERIAL NUMBER A231-00485 A242-00472 A23B-00477 T.T. SINCE. NEW 19.0 19.0 19.0 T.T. SINCE 0/H - - POWER-BY-HOUR No No No I. Airworthiness Certification Date8 DEC 2008. Transoon. Registration Certificate: k.27-2009 isms sansers.~.. COMManir or riwnromAnOn-rtoulm MmTKINICabratTIMIS STANDARD AIRWORTHINESS CERTIFICATE Cr rat ott6 trOfTS4 11750/4 t 86, SI: 6C • ..."666.• ^-'- 9- - etc•••••- knar warenneWtnell. To: a zoos r tfatt.- EARFEH600/ NE labs 00•00041• •••• Or SO WIT/40 It lo.44 1•41tArtAiny 0.40141.1•1=MIXM.MILCAL% trier •••PC••••CmitS1 FAA Fenn 111(134 Oa Gay as waren erromenaniema mint MY ea arra SN POMOlin tees WY oni impaled la nctionc•Wit. Wane Deep Dalt, unlit 01. ProtlociblCrlerate 12 Iht ore ••• byte tO to a'. . coadke lot sob eponilot. hive deenvuntera. NC In•els re ..4.0 Weed. Ter re coital* rt4utikid ON I hen lingFAA bra Ilona me ONOTte. O. ?Me to arrnaiNA•s% lon corneae Oen not Own IIPcheefre At iriNtlen MOM INet in )2 mS Total laden I Hugh Redditt Company oleise um , He WalnInelnaln S antroo-w• re .14 2e/I K.it . r64405INE, Subject to Protective Order IATS - 000250 SDNY_GM_02774355 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260995 EFTA01339623 2. Date of Last Annual Insp.: N/A , Due: N/A . 3. Radio License Date: N/A Expiration: N/A . 4. Flight Manual - Weight & Balance Date: 24 JAN 2010. Corrected Thru: N/A. -Empty Weight: 8353.0 lbs. C.G.: 208 2 Moment: 1739175.0. -Maximum Gross Weight: 11.70Q lbs. CONFIDENTIAL 12000 11203 GOO) 110/14) WEIGHT AND CENTER OE GRAVITY ENVELOPE -0 -06•0 1000 • Pan 00.0.00 ti - M 2rs, ho tan. AA Yon Atom& 04 IM.m0 .4. 14AIII0. ,14/.6.•••••••••••••••? —0 - $'••••0D•al.0.1.0,1•••••• • 80‘. 1•4 —o-- It to ma oator est...0M IMO MAO 21090 MAO an 5. Airframe Logbooks Review: I FEB 2010. 6. Engine Logbooks Review: I FEB 2010, 7. Airframe AD, CSN, CSB/ASB, T.B., etc. Compliance Review: J FEB 2010 8. Engine AD, CSL, CET, CSB/ASB, etc... Compliance Review: 1 FEB 2010. 9. Aircraft Inventory, (Equipment & Option), List Copy: AV IONIC & EQUIPMENT SYSTEM •'"-- 7I:. TYPE QTY COMMUNICATION SYSTEM NAVIGATION SYSTEM RADIO TUNING UNITS FLIGHT DIRECTOR AUTO PILOT SYSTEM DISTANCE MEASURING EQUIPMENT SYS. AUTOMATIC DIRECTION FINDER SYSTEM TRANSPONDER COMPASS SYSTEM COLLINS VIIF-22A COLLINS VIR-32A, GSIMB COLLINS RTU-4200 HONEYWELL SPZ-7600 DAFCS Same as Flight Director COLLINS DME-42 COLLINS ADF-462 COLLINS TDR-94D"Mode S" LITRE LCR-I00 © Hugh Redditt Company Subject to Protective Order 2 2 2 2 2 2 2 IATS - 000251 SDNY_GM_02774356 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260996 EFTA01339624 RADIO ALTIMETF.R SYSTEM RADAR LONG RANGE NAVIGATION SYSTEM GI DRAT. POSITIONING SYSTEM COLUNS ALT-55B HONEYWELL PRIMUS 880 UNIVERSAL. UNS-IFw (WAAS FMS) Pavlof UNS-IFtv EELS HONEYWELL ED& 7564 Tube 2 MULTI-FUNCTION MOVING MAP DISPLAY GARMIN GMX-200 MULTIFUNCTION DISPLAY - 'IDS SYSTEM (IDS -3 Tube STOFtMSCOPE 0 ALTITUDE ALERTER HONEYWELL AL-300 AIRBORNE 1 ELEPHONE TRUENORTH SATCOM 1 COCK PI 17CAITIN INTERPHONE SYSTEM MULTIFUNCTION DISPLAY HONEYWELL MFRD MULTIFUNCTION DISPLAY IIDS - 3 Tube 3T TCAS BENDIX KING CAS-66A TCAS 1 STANDBY ATTITUDE INDICATOR JET ADI-335D STANDBY AIRSPEED INDICATOR AEROSONIC 20020-11293 STANDBY ALTIMETER AEROSONIC 101720-11810 STANDBY POWER SUPPLY JET PS 855A GROUND PROXIMITY WARNING SYSTEM HONEYWELL EGPWS MK XXII EMERGENCY LOCATOR TRANSMITTER ARTEXELT-406NIIM COCKPIT VOICE RECORDER UNIVERSAL CVR-I20 UNDERWATER LOCATOR DUKANE 120 AUDIO PANEL dB SYSTEMS 380 2 DIGITAL CLOCK DAVTRON M877 2 STEREO ELT BATTERY REPLACEMENT DATE DEC 2013 UUT FtEPIACEMENT DATE AUG 2014 (WEE SC47042) SINGLE PILOT IER Yes XX No REMARKS: F.FIS Displays ED-800.4 ea), Emergency ICS System, Honeywell LSZ-860 Lightning Strike Sensor System. leppView Option Tor the Gamin GMX-200, Penny & Giks ADC 2 ea., PC-251-I23KA Static Inverters 2 ea, 3 IIDS Displays, Gamin GDL-69A XM Weather Receiver wFXM Radio, Emergency ICS (COM) Panel © Hugh Redditt Compan; CONFIDENTIAL Subject to Protective Order IATS - 000252 SDNY_GM_02774357 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260997 EFTA01339625 AIRCRAFT & EQUIPMENT CONFIDENTIAL =Ea MICROPHONE. CAPTAIN: No HEADSET CAPTAIN: Yes FLASHLIGHT CAPTAIN: Yes CABIN: FIRST OFFICER: FIRST OFFICER: FIRST OFFICER: COCKPIT FIRE EXTINGUISHER & LOCATION: RAI Broom Closet SUN VISORS: APPROACH PLATE HOLDER (PLT & CPLCPLT): No Yes Yes CABIN FIRE. EXTINGUISHER & LOCATION: Aft Right Iowa cabinet. LIFE LINES LIFT JACKET LIFE RAFT & ELT SURVIVAL KIT X FIRST AID KIT, CABIN X KEYS X SMOKE DETECTOR BAGGAGE COMPARTMENT Yes GENERAL EQUIPMENT INSTALLED. X HEATED GLASS WINDSHIELD X ROTATING LANDING LIGHT X LAI & PM QUICK BOARDING STEP BLEED AIR CABIN HEATER X C4 ENVIROMENTAL SYSTEM X ENGINE.7.A PREPS CHIP DETECTORS FREON AIR CONDMONER X CABIN ICS SYSTEM WHELEN STROBES X PULSELITE X FIXED LANDING LIGHTS LH & RH X ELECTRIC DOOR LOCKS HEATED FOOT PADS (cockpit) CABIN DISPLAY (B&D) HAM. STAND. AIR CYCLE MACH. X EMERGENCY FLOATATION SYS CARGO HOOK/ NET RESCUE HOIST! BASKET SNOW KIT SEARCH UGIIT RAT CABIN SLIDING DOOR X ROTOR BRAKE, MANUAL SYSTEM X CABIN PAGING/CHIME SYSTEM X LOGO LIGHTS RECOGN. LIGHTS PROVISIONS - AUX FUEL TANK X ENGINE WASH FITTINGS AUX FUEL TANK X RECOGN. LIGHTS X FUEL CAPS, HINGED ICE PROBE- ROSEMOUNT X CHADWICK-HELMUTH - PROV. X COCKPIT GOOSENECK LIGHTS X SP BIFILAR X OVERHEAD LATERAL ABSORBER X IPOD DOCK 1 AUDIO CONNECTION X HYDRAULIC QUICK DISCONNECT FITTINGS Remarks: LED Lights, 4ea. 110 Volt AC Outlets in Cabin, 4 ea. 12 Volt DC Automotive Outlets in Cabin, Cabin ICS System with 8 ea. Bose Headset Jacks and Call Button INVENTORY OF LOOSE EQUIPMENT TO GO WITH TILE A/C: Keference Inventory Sheets 10. Copy of Complete Electrical Load Analysis Data Package For the A/C: Report p EL01859 Key. B dated 12 JAN 2010 II. A/C Manuals and Documents: AIRCRAFT DOCUMENTS: C of A: Yes RADIO STATION LICENSE: No FLIGHT MANUAL: Yes REVISION STATUS Current EQUIPMENT LIST: Yes © Hugh Redditt Company REGISTRATION CERTIFICATE: Yes TELEPHONE STATION LICENCE: No FLIGHT MANUAL SUPPLEMENTS: Yes COCKPIT CHECK LIST: WEIGHT & BALANCE MANUAUSECTION: Yes Subject to Protective Order IATS - 000253 SDNY_GM_02774358 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260998 EFTA01339626 OPERATING MANUAL: WA PERFORMAMANCE MANUAL: N/A A/C LOGBOOK: Yes ENGINE LOGBOOKS: Yes 337'S: Yes APU LOGBOOK WA MAINT MANUAL: Yes We Yes MFG WIRING MANUAL: Yes OUTFITTING WIRING MANUAL: Yes ELECT WAD ANALYSIS: Yes STRUCTURAL REPAIR MANUAL: TOOL & EQUIPMENT LIST: NON DESTRUCTIVE TEST MANUAL: A/C SB's: Yes A/C CSN's: Yes ENG SB's: Yes STC: Yes COMPASSCALIBRATION CARDS: Yes ALT CALIBRATION CARDS: AVIONICS HANDBOOKS: Yes JEPPESEN MANUALS: N/A WARRANTY CERTIFICATE: Yes PLACARDS: Yes VENDOR COMPONENT COMPUTER LISTING FOR COMPLETE A/C: WA REMARKS: Maintenance Manuals were sent directly to owner. Aircraft Data Books (Books I thru 6), 1 ea. Instructions for Continued Airworthiness (ICA) Binder; lea. Approval Log Binder 12. Copy of Wiring Prints: yet, 13. Serial Number Verification Check: 30 JAN 2010. 14. Marathon SP-376, 40 Amp NiCad Battery, P/N: 30596-001 S/N: 10802197 15. Pitot-Static System Leak Check, (FAR 91.411, 2yr test), - Date: 2 JAN 2010 Next Due: JAN 2012. CONFIDENTIAL 16. Air Data Computer (ADC) Calibmtion, FAR 91.411: • Pilots: SM: 006836-001 Date: 2 JAN 201Q - Copilots S/N: 006837-002 Date: 2JAN 201Q - Standby Altimeter. S/N: 291256 Date: 2 JAN 201Q Next Due: JAN 2012 Next Due: JAN 2012. Next Due: JAN 2012. 17. Transponder Test, FAR 91.413: (TDR-94D) - NI S/N: a Date: 2 JAN 2010 Next Due: JAN 2012. - N2 S/N: 30MLF Date: 2 JAN 2010 Next Due: JAN 2012. IS. Compass System Type: Liter AHRS I.C1t- 100 Swing Date: 13 JAN 2010 - Standby Compass Swing Date: 13 JAN 2010. 19. Ground powercheck of all systems, (electric, hydraulic, eight Control): Aircraft was static - 1QIAN M, Flight Test: 9 FEB 2010 20. Emergency Float Insp. Date: JAN 2010, Next Due: JAN 2011 - R/H Nose Float Cartridge Removal Date: APR 2014 (6070) - Ml Nose Float Cartridge Removal Date: APR 2014.(6061) - Rill Main Float Cartridge Removal Date: APR 2014 (6054) - 1/H Main Float Cartridge Removal Date: APR 2014.(5586) Float Bottles: Valve & Cylinder Assy. (P/N 76251-01103-102) - R/H Nose F.B. S/N: 2O2, R&R Date: JAN 2020 - L/H Nose F.B. SIN: 5761 R&R Date: JAN 2020 - /UN Main F.B. S/N: $.1¢3, R&R Date: IAN 2020. -1/H Main F.B. S/N: R&R Date: JAN 2020. Main Landing Gear Explosive Links: (76251-00707-042) 7 © Hugh Redditt Company Subject to Protective Order IATS - 000254 SDNY_GM_02774359 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00260999 EFTA01339627 - Rill SIN: M11518, R&R Date: FEB 2007. • L44 SIN: AA' 1457 R&R Date: FEB 2007. 21. #1 Eng Fire Bottle Wt Check Due: 31 DEC 2010 Hyd Test: MAY 2013 Retire: MAY 2023 S/N: 17 - Main Cartridge Removal Date: I APR 2018.(00935) - Res. Cartridge Removal Date: I APR 2018. (00941) #2 Eng Fire Bottle WA Check Due: 31 DEC 2010. Hyd Test: MAY 2013. Retire: MAY 2023. S/N: 0472 - Main Cartridge Removal Date: 1 APR 201 , (00931) - Ra. Cartridge Removal Date: I APR 2018 (00963) 22. M.L.G. Blowdown Bottle Last Service Date: J I NOV 2008 Due Ilyd. Test: NOV 2011 Ret. Date: JO 2023 S/N: 23. ECU Type: Keith C4 (Freon C34a1 24. ELT Make: NCI EX C406 NUM P/N: 453-5061 S/N: 06990. Battery Expiration Date: DEC 2013 25. Type Oil: #1 Engine: MOBIL 254, #2 Engine: MOBIL 254 MOB: DOD-L-85734 (BP-25), IGB: DOD-L-85734 (BP-25) TGB: DOD-L-85734 (BP-251. 26. Chadwick Provisions: 1.4/R: Yes, T/R yst 27. Hoist, (if installed): WA, Cable Insp.: MA, Hook: Eta, Insp.: NLA, 28. Maintenance Program and Next Major Inspection Due: MAINTENANCE PROGRAM: Sikorsky Recommended Program PART 91:409(F)(31 135: , 121: 125: - COMPUTER MAINTENANCE PROGRAM: Hal - LAST MAJOR AIRFRAME INSP/PI IASE TYPE INSP: 100 Airframe Inspection. ACTT: 14 hrs., DATE: 1 I JAN 2011. - NEXT INSP DUE: 25 Hour Insp. Due: € 30.4 hrs. 50 Hour Insp. Due: € 55.4 hrs. MO Hour Insp. Due: @ 105.4 hrs. 200 !bur Insp. Due: @ 200 hrs. 300 Hour Insp. Due: @ 300 hrs. 500 Hour Insp. Due: € 500 hrs. 900 Hour Insp. Due: ® 900 hrs. 1250 Hour Insp. Due: ® 1.250 hrs. Zone I Insp. Due: € 1,500 hrs. Zone 2 Insp. Due: € 1,500 hrs. Zone 3 Insp. Due: € 1.500 hrs. 7.one 4 Insp. Due: @ 1,500 hrs. Zone 5 Insp. Due: € 1,500 hrs. 3000 Hour Insp. Due: € 3.000 lus. 50 Hour Eng. Insp. Due: € 50.0 /50.0 hrs. F.ng. Hours ISO Hour Eng. Insp. Due: @ 150 / ISO hrs. Eng. I lours © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order 1ATS - 000255 SDNY_GM_02774360 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O26100O EFTA01339628 300 Hour Fte, Insp. Due: ® 300 / 300 hrs. Eng. Flours 12 Month Insp. Due: Q 11 JAN 2011 3 Year swashplare lnsp. Due: Q II JAN 2013 3 Year M/R flub Insp. Due: 4)) 11JAN 2013 1250 Spindle Insp. Due: Q 1,250 hrs. Remarks: I Ian ..Wood MY At mails IN inialteakiets Re me cattle 'weed and I 1 hewn FM 440(1.2, ad Ogaisby 4.2003 be Salad diercathass. TIM cellos% doss nacho. I <SOWS NC tespedbn. Moab:64*w 12 TOW LaMar • tavola elm 104•0••••••••• .0.1•4WASASIO•Onr• WWI Fs/ pews Wel to aro, Fe. ✓tes.!" blepOpnlotinteral. 01µ00 loOSIS w at 'arm egiNunp cottenvi Mei be . 4 , 4.11,Ma. I11..0* leLIM Sionleg 034 Rao IA191 e.NO .L1WOn.1 es lent.M.1 1 E .:7400-•• l•C 04 100.0 11114001 16,4_12 'Wald IS/ IOC C. CO1 I t14,..7:00 29. Items due TBO Limits or SLL in the next 500 hrs.: N/A. helicopter new. 30. General Condition Statement: (General description about condition of the fuselage and components, deterioration, insecure attachments, improper component installation, component operation. List of discrepancies optional.) * This is a strong visual inspection using this Audit Checklist as a guide. This Is an AIRWORTHINESS INSPECTION (i.e. 25 hr., 50 hr. 100 hr. inspection, etc.) * Remove: Tail drive shafting cowling, IGB cowling, TUB cowling, Tail cone access panel. fwd "E" bay panels, Battery access panel, Minton° access panel and Race car cowl. AIRCRAFT EVA Ill AT ION DAMAGE HISTORY: None INTERIOR INSPECTION. INTERIOR CONDITION: JN # of PASSENGER SEATS: IL. COLORS: _Mica Ultrasuade (Off-whitel. Seats arc Paprika Colored Wool Flannel Medium Bronp• Plated Hardware. Walnut Burl Wood Veneer. FLAME TESTED - FAR: 25.853(a)( I). (a)(2). (a)(3) & (a)(4) - Reference Keystone Helicopter Ration # ER01859.8 dated: 29 JAN 2010 EMERGENCY EXIT LIGHTS & MARKINGS: Yes. SHOULDER HARNESS CREW: 1st CABIN SEATS: yam, EQUIPMENT LOCATION PLACARDS: lei CABIN NOISE LEVEL CHECK, COPY OF dB SOUND SIGNATURE: 81.2 dBA Reference 760750's Interior Cabin Acoustic Data Report. REMARKS: Aircraft interior is new and in excellent condition. It is in a eight place VIP with storage under the fore and aft bench seats, these bench scats have full length cushions, and a cockpit/cabin divider configuration. (It is a deluxe VIP Interior, featuring: cocoonrSilencer" interior shell with isolator mounting, cabin/cockpit divider bulkhead, leather upholstery, cabin door threshold lighting, cabin switches, cabin decorative plating, cabin dome lights with cockpit control, cabin reading lights. It has a lightweight Acoustic Noise Reduction — Bay Blanket Kit installed.) The interior window panels arc tinted. The basic seat frames, overhead panels, and side panels are sound (new). No torn or frayed leather is apparent. The interior is designed to meet the following load criteria: 6 G down, 4 G fwd, 3 G aft, 3 G side or any combination of such loads with a vector sum of 6 G (max) in any direction. Attach and support structure must exceed these loads by a factor Hugh Redditt Compan; CONFIDENTIAL Subject to Protective Order IATS - 000256 SDNY_GM_02774361 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261001 EFTA01339629 of 1.33. The "Silencer" interior has been difficult to fit properly. Much rework done on panels. REFERENCE: Interior specification. • Cabin Seats: All facing Forward bench seat with full length cushions (bottom & back) with three (3) under scat storage drawers. The forward facing all bench scat cushions arc contoured similar to the front bench seat. A stiffener has been added to the bottom cushion. There is a shortened center fold down ann rest with internal storage located in the middle of the aft bench seat. A fuel extension cabinet with three fold down doors is located under the all bench scat. Scat cushions covered in "paprika" colored Wool Flannel. Seat cushions styled similar to a Rolls Royce Phantom type seats. • Crew Seats: New, mounting secure, sheepskin seat face insects. First aid kit located below copilot scat. OK. Headliner: The headliner fit is OK — minor gaps noted on close inspection where panels fit together. (Mica colored Ultra-suede) Takes skill and patience to install and remove. Scat Belts: New, plated hardware and beige earth tone color. Operate properly. • Cabin Floor: OK. • Carpet: New off-white wool carpet with geometric pattern, a spare is provided for the cabin and cockpit. • Side Walls: Ok, Keystone/Sikorsky had difficult time getting these to fit correctly. The wood veneer pieces do not appear to fit snuggly at seams. (Small gaps by door seams.). • Credenza: N/A - Not installed. • Fixed Cockpit/ Cabin Bulkhead Divider: Serviceable - A bulkhead dividing the cockpit and cabin is provided in the forward cabin. This bulkhead is integral with the "Silencer" wall panel system and cannot be removed. • Inst. Panel: Serviceable, good condition. All gauges, switches and panels secure no broken or loose instrument glass. All switches, circuit breakers and knobs OK. Placards are serviceable. The panel and console paint was detailed. Four (4) EFIS Tubes, LIDS, digital radio master and weather radar. • Door Latches: Operates correctly. All doors were reworked to have their door latch upper pin to fit/operate correctly. • Interior Window Panels: Ok - serviceable, optically clear - tinted inner plastic panels. © Hugh Redditt Compan; CONFIDENTIAL Subject to Protective Order IATS - 000257 SDNY_GM_02774362 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261002 EFTA01339630 EXTERIOR INSPECTION: A/C CONDITION: aw, PAINT COND: New, DATED PAINTED: DEC 2009. PAINT MODIFICATION CENTER: Sikorsky Global lielicomers (Keystone). Coatesville. PA. PAINT COLORS: DuPont IMRON Phantom Grey Effect (P1251 EP-400) and Silver Platinum (P17.53Ell EMERGENCY EXIT MARKINGS: YE T/R DANGER MARKINGS: ,112, STROBE LIGHT: Xga EXIT LIGHT: Yes ANTI-COLLISION LIGHTS: ill, LIFE RAFT TIE LINE FITTING: 5 EXTERNAL A/C PROTECTIVE COVER KIT: (ENG, prior, BLADE TIE DOWN, ETC.): X21, Overall Airframe: (Hangar Rash, Corrosion, Leading & Trailing Edges, Etc.) • Overall the aircraft is in new condition. The aircraft is painted Phantom Grey Effect overall. All components and engines are new and serviceable. It has the "3" P & "5" P bifilars installed. The engine cowling, metal exhaust section are serviceable. No corrosion areas noted on the airframe. There were no running leaks or major seeps or obvious damage noted. The flight controls arc serviceable. The MGB, transverse and engine machinery decks were dry. The engine wash connections arc located in the baggage compartment overhead. It has a heated glass windshield, pitot tubes and static ports. Pilot and copilot windshield wipers are installed. The vertical stabilizer inspection access panels arc incorporated. The modification for cold working T/R Pylon Aft Spar Assembly fastener holes and replacing fasteners in accordance with Sikorsky CSN 76.237A, has been accomplished. The aircraft brakes and tires are new/ serviceable. Landing gear mechanisms arc new/ serviceable. The Sikorsky emergency flotation system is installed. It has the standard short radomc. The aircraft has a Ull & Rill "quick step" retracting boarding steps for the cabin doors. © Hugh Radcliff Company CONFIDENTIAL Subject to Protective Order IATS - 000258 SDNY_GM_02774363 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261003 EFTA01339631 The doors now operate smoothly and shut properly. Latches work OK. All door seals arc serviceable. The forward "E" Bays arc OK, rain covers installed and Avionic mounting secure. The baggage compartment is clean, no oil dripping from ceiling, which is caused by any oil leaking from machinery deck. The baggage door seals arc serviceable. The baggage compartment wall panels arc in good (new) condition. The historical records and aircrall and engine logbooks arc complete. Itikorsky , _ NOT TORE USED FOR MANUNACTVRING NA 4141GAIMI A re Rev t 0 rst-Yutt. 1 "-- r,— ocnot_aitti: i.triretakkAnaseritrgactrtenklalfirCaremtisokrattOPirratitsuipt artmarawratJ Windshield: I leauxl glass windshield new. The windshield and windows are optically clear. Windshield wipers installed. The top of the windshields have a green tinted 3M Film applied. • Windows: Replaced VII cabin door window. • Doors: R/ti cabin & Rill cockpit doors operate properly. NACA Scoops (ram fresh air vent) on cockpit doors and removed from cabin doors. Need to adjust both LAI & R/H cabin doors. (All 12 © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000259 SDNY_GM_02774364 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261004 EFTA01339632 doors adjusted) Single Action- Cabin & Cockpit Emergency Door Release one link is added to the Emergency Door Release Pull-Lever that simultaneously raises the Door Lock, thus permitting a single release of the cabin and cockpit door locks in an emergency condition. • Quickstep: Op-checked OK. • Nose & Radome: No obvious defects noted. Fwd "E" Bay: Clean — OK. Pulselites/recognition lights installed to shine through forward chin bubbles. • Aft "E" Bay: Clean — OK. • No defects noted, - floor protector incorporated. • Flight Controls: Ok, no obvious discrepancies noted. • Servos: Ok, mounting secure — no leaks. • Hydraulic System: Ok, Properly serviced, quick disconnects relocated to baggage compartment overhead. • MAI Head: "3" P & "5" Bililars installed, bonding straps installed, Serviceable. Spot paint P/C Rods. ➢ Spindles: Ok — bonding straps installed. Dampers: Ok. Ok — serial numbers on "5" P weights difficult to read. Rotating Scissors: Ok. Stationary Scissors: Ok. ➢ Swashplate: Ok, dirty. © Hugh Redditt. Company CONFIDENTIAL Subject to Protective Order IATS - 000260 SDNY_GM_02774365 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261005 EFTA01339633 • M/R Blades: New. Paint scheme #2. full-length titanium erosion strip. All M/R blade root end spindle attachment shims edges pm-sealed. All blades are P/N 76150-09100-053. There is no hangar rash or wear marks on the blades. M/R Blade sequence red, black, yellow, and blue. Red (A086.03958): Serviceable - new, this blade is a replacement for A086-03771 which was replaced due to tracking difficulties and the inability to get a smooth ride with the original blade. ➢ Blue (A086-03769): Serviceable - new 10 Yellow (A086-03768): Serviceable - new > Black (A086-03773): Serviceable - new • MGB & MGB Deck Area: Clean, no leaks noted, properly serviced and mourning secure. The wires, hoses and lines in vicinity of the MOB are properly mounted and secure. Lower MOB transverse deck area clean. • Rotor Brake: OK - New, actuator properly serviced. • Engine Area: Overall clean, lines and harness secure. Firewalls OK. No major fuel or oil leaks noted. No major discrepancies noted with wiring harness, lines and hoses, except minor oil seeps on #1 & 02 engine. (corrected). Inlet filters clean. Eaton pulse electric Chip detector system (FUZZ Burner). Engines and Airframe total time 0.0 hours at installation. No borescope inspection done at this time. ➢ Shafting: OK. ➢ MI Eng: Serviceable (new), Turbomeca has accepted the engine operating parameters and power margins. Mounting secure. Passed power assurance check. Replaced "Harley" Tube. ➢ #2 Eng: Serviceable (new), Turbomeca has accepted the engine operating parameters and power margins. Mounting secure. Passed power assurance check. Corrected oil seeps. Replaced Generator vent tube. • Intermediate Gearbox (1GB): OK, properly serviced, mounting secure. • Trail Drive Shaft: Ok. > Viscous Dampen & Bearings: OK, properly serviced viscous dampers. • Tailboom Arca: OK. ➢ 17K Cables & Fairleads: OK. • TM Gearbox: Serviceable, properly serviced and mounting secure. • T/R Blades: New. Bonding straps installed. • Horizontal & Vertical Stabilizers: OK. Inspection panel installed per CSN 76.207. Static wicks installed on Horizontal Stabilizer. Cold worked T/R Pylon AR Spar Assembly fastener holes and replaced fasteners in accordance with Sikorsky CSN 76-237A. • Wheelwells & Landing Gear: Properly serviced, emergency flotation system installed. ➢ Right Main: New, properly serviced. > Left Main: New, properly serviced. ➢ Nose: New, properly serviced. ➢ Brakes & Tires: New, serviceable. > Emergency Flotation System: New Installation, Properly serviced - serviceable. • A/C Belly: OK, antennas secure. All antennas sealed at the base. • Fuel Tanks: OK • No leaks or seeps, locking hinged fuel caps. • Cowling: OK, fit fair. • Corrosion: None noted. • Leaks: No running leaks, seeps or stains noted. • Hangar Rash: New. © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000261 SDNY_GM_02774366 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261006 EFTA01339634 MAINTENANCE INSPECTION: • CHECK OUT ALL INTERNAL & EXTERNAL LIGHTING: Yes. ACCEPTANCE TEST FLIGHT: Februa ,ry 910I0 REFERENCE SIKORSKY ACCEPTANCE CHECKLIST SHEETS Acceptance Test Flight: 9 FEB 2010 ECU IN FLIGHT CHECK OUT: 1 HEATNENT IN-FLIGHT CHECK OUT: / IN-FLIGHT CHECK OUT: Weadia Radar: / COMM'S: / NAV:— / — EMS: 1 GLIDE SCOPE / MARKER BEACON ____ -7 --- LIDS: i VORf VOT accuracy check: NI / / #2 1 ADP. 1 DME: 7 — XPON DER NI &N2: / ADCS I 1 ADC12: 1 Standby ALT: —/— RAD ALT: I EGPWS: / TCAS I: / Standby MS: —1 — GARMIN 200: 1 NI AHRS: / S2 AHRS: / Standby ADE 7 — ALT ALERTER: —1 — UNS-I F FMS: / ILS: 1 PASSENGER BREIFER: WA ICS SYSTEM: 1 AC WEIGHT: I FLIGHT IMAGE RECORDER (DYES): WA CV R: 1 AUTO-PILOT TEST: 1 FUEL QTY TEST: No Remarks: CONWLETE POST FLIGHT INST.& LEAK CHECK OF ALL COMPONENTS, GEARBOXS AND SYSTEMS: SUMMARY I. LED Landing Lights, Strobe Lights, Anti-collision Lights, Logo Lights and Recognition Lights. 2. The Red Main Rotor Blade was replaced. 3. CAW CSN 76-237A - Vertical Stabilizer Aft Spa assembly - Cold worked T/R Pylon AR Spar Assembly fastener holes and replaced fasteners. 4. C/W ASB 76.76.5 — Engine Power Control Levers (ECL) In-Track Force Adjustment 5. Replaced UH cabin door window — was not optically clear. LIST OF FAA FORM 33TS & STUB S-T6C++. SIN 760750 Ent RECORD OF MAJOR REPAIRS AND ALTERATIONS PO' Mt TOMO Ne DM 81337 Rae NM besoraca Me mimamdcw I 11 January 2010 X twa Celicat• Renton. 11 January 2010 X Inalls 11 Janua-.2010 = Item Ian.* 4 11 Jame, 2010 1•40mAcCiddi S IIJanuary:2010 X Cabal Now m Wit 8/6147b4Y min*, 20 PYS 11 23,08n/2010 X 10IC NW IMO 8 11 AV..): V 3010 X ROC Cabo CS* aawdnmem %stem 611 6 11 Janusre 2010 X KNC IISVACt 0ONZ. IKVA Convene 8110 10 II Aviary 2010 a Sm21•UNS.IfwFUSv41.1.PV SVCS: 810:12461NY 11 22 JanAwy_2010 X TED Z;(14841114* $2O1: $I01414NY-D , 12 , 22 Janua_2010 X car o lGO. em s* arcs: sivigumad 11 22 anon 2010 K TeueNa to AMCOM &tom. WIIII OPS U 8641 ISTCP: Sit02S10NY41 © Hugh Redditt Comport? CONFIDENTIAL Subject to Protective Order IATS - 000262 SDNY_GM_02774367 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261007 EFTA01339635 DATE: January 27.201Q S•76 COMPONENT LIST 5-76C4-s SIN: #1 ENGINE: Artie' 760750 NC TT: 19.0 FIRS TOTAL LANDINGS: HRS 2) 252 5/N. 42285 ENG TT: 19.0 #2 ENGINE Artie' 252 5/14: 42285 ENG TT: 19.0 HRS NOMENCLATURE PART NUMBERCr SfN I T.T. T50 1 T.REMAIN I TBMSLL WE Blade red 76150-09100-053 A086-03958 15.9 27,994.1 28,000.. Mitt Blade black 76130.09100-053 A086.03773 19.0 21,981.0 28,000.. AVE Blade yellow 76150-09100-043 A086-03768 19.0 27,981.0 28,000.. AYR Blade blue 76150-09100-049 A086-03769 19.0 27,981.0 28,000.. Mat Head Assy 76000-09300-546 marmorean 19.0 19,581.0 19,600. AVE flub 76103.08010449 8027-00368 19.0 -• 17.9810 18,000. Spindle rod 76102-08001-045 G134-00766 19.0 4, 981.0 I 5000. Spindle blue 76102-08001.043 0134-00716 19.0 4,981.0 5000. Spindle yellow 76102-08001-043 0134-00775 19.0 4, 981.0 5000. Spindle black 76102-08001443 0134-00754 19.0 4,981.0 5000. Horn red 76102-08011-046 A050-04087 19.0 21,681.0 21,700. Hom blue 76102-08011-046 A050-04085 19.0 21,681.0 21,700. Horn Yellow 76102-08011.016 A050-04107 19.0 21.681.0 21,700. Horn Black 76102-08011-046 A050-04091 19.0 21,681.0 21,700. Spindle Nut red 76102418001.102 D186-03918 19.0 4,981.0 5,000. Spindle Nut blue 76102-08003-102 D186-04107 19.0 4,981.0 5,000. Spindle Nut yellow 76102-08003-102 D186-04056 19.0 4,981.0 5,000. Spindle Nut black 76102-08003-102 D186-04104 19.0 4, 981.0 5,000. Kahr Bearing red SB 5206-202 B199-21436 19.0 1,231.0 1,250 Kahr Bearing blue SB 5206-202 B199-21437 19.0 1,231.0 1,250 Kahr Beating yello SB 5206-202 B199-21444 19.0 1,231.0 1,250 Kahr Bearing black SO 5206-202 B199-21395 19.0 1,231.0 1,250 Mat Swashplate 76104-08500-044 A238-00476 19.0 19.181.0 19.200. Blau MW. 76107-08100-013 Upper Arm Amy. 76107-08001.101 D173-00100 13.6 29,386.4 29,400. Lower Aim Assy. 76107-08001-104 D173-00075 19.0 -- 29,381.0 29,400. Bitibs Weight Amy 76107-08004-057 E187-00935 19.0 -- 29,381.0 29,400. Bifilu Weigh Assy 76107-08004-057 E187-00924 19.0 • • 29,381.0 29,400. Bifilar Weight Assy 76107-08004-057 8187-00908 19.0 -- 29,381.0 29,400. Bifibf Weight Amy 176107-08004-057 E187-00912 19.0 -- 29,381.0 29,400. Bifilar Weight Any 76107-08004458 11188-00133 13.6 - • 29,386.4 29,400. Sillier Weight Any 76107-08004-058 H188-00158 13.6 -- 29,386.4 29,400. Bifilar Weight Assy 76107-08004-058 H188-00154 13.6 29.386A 29.400. Bilibr Weight Any 76107-080W-058 11188-00159 13.6 29,386.4 29,400. Main Gearbox 76351.09600-045 A231-00485 19.0 3,731.0 3,750. 1GB 76357-05600-041 A242-00472 19.0 4,481.0 4,500. TOR 76358-05600-041 A239-00477 19.0 4,481.0 4,500. © Hugh Redditt Compan3r6 CONFIDENTIAL Subject to Protective Order IATS - 000263 SDNY_GM_02774368 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261008 EFTA01339636 P& 2, S-76C++, S/N 760750 S-76 COMPONENT IAST NOMENCLATURE PARTPRWABER, - -3,7., • SRI T.T. TS0 T.REMALN TBO/SLL MOB Suppon Fit. 76209-03001-057 1102140336 1 19.0 -- 23,381.0 23.400. MOB Support Fit. 76209-03001-058 11021.00309 119.0 -- 23,381.0 23,400. T/R Blade Assy. (I) 76101-05501.042 A245-01026 19.0 •- -- Blade 76101-05020-048 A334-04676 19.0 -- 19,981.0 20,000. Blade 76101-05020-048 A334-04677 19.0 •• 19,981.0 20,000. Spar 76101.05017445 A293-05289 19.0 -- On Cond. On Cond. T/R Horn 76101-05006-042 B361-01051 19.0 •• 11,981.0 12,000. UR Horn 76101-05006-042 8361-00990 19.0 -- 11,981.0 12,000. T/R Blade Assy. (0) 76101-05501-042 A245-01027 19.0 -- -- - - Blade 7610145020-048 8334-00124 19.0 - 19,981.0 20,000. Blade 76101.05020-048 A334-04678 19.0 -- 19,981.0 20.000. Spar 76101-05017-045 A293-05293 19.0 -- On Cond. On Cond. T/R nom 76101-05006-042 B361.01039 19.0 -- 11,981.0 12000. T/R Dom 76101-05006442 8361-00949 19.0 -. 11,981.0 12,000. MosbordRommens 76102-05001447 A131-00749 19.0 -- 9,081.0 9,100. T/R D/S Brg Sot Assy. 7636144007-042 04840376 19.0 -- 2, JAN 201 981.0 5 3,000. 5 Years 'caring 5B1138-1011-102 -- 19.0 .. 2,981.0 JAN 2015 3,000. 5 Years Tat INS Big Spt Assy. 76361-04007-041 048-00372 19.0 -- 2,981.0 JAN 2015 3,000. 5 Years Bearing S131138-101/-102 -- 19.0 .. 2,981.0 JAN 2015 3,000. 5 Years T/R D/S Bra Sat May. 76361-04007-041 048-00385 19.0 - • 2.961.0 JAN 2015 3,000. 5 Years Bearing S81138-101/-102 -- 19.0 -- 2,981.0 JAN 2015 3,000. 5 Years Servo, FWD 76650-09805-Ill B345-02101 19.0 •- 2,981.0 3,000. Servo. Aft 76650-09805-Ill B345-02097 19.0 -. 2,981.0 3,000. Servo, LAT 76650-09805411 B345-02102 19.0 -- 2,981.0 3,000. Savo, TA 76650-05801-114 13346-00902 19.0 -- 1.981.0 2,000. Tail Cone 76000-04000-041 -• 19.0 -- -- - - Stabilizer Rain. Fit 76200-81004-046 0355-00249 19.0 -- 13,981.0 14.000. I Slats Support Fitting 76209-240IM-049 017-00243 19.0 -- 13,981.0 14,000. Stabilion Assy. 76200-06003-055 B253-02518 19.0 • - 37,681.0 37.700. DC Stan/Gen. 76550-09006-108 6479 19.0 •- 981.0 1,000. DC Star/Gen. 76550-09006-108 9170 19.0 -- 981.0 1.000. Bleed Air Shol-Off VS 176500-07903-103 2328 19.0 -. -- On Cond. Bleed Air Shut-ott Val 7650047903.102 2315 19.0 -- -- On Cond. © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000264 SDNY_GM_02774369 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261009 EFTA01339637 Pg. 3, S-76C++, SIN 760750 S-76 COMPONF.A LIST NOMENCLATURE' PART NUMBER • SIN TM T.REMA1N YBO/SULii.s￾Actuator. Pitch 76900-01802-106 0818129 19.0 2,981.0 3,000. Actuator, Pitch 76900.01802-106 0815123 19.0 2,981.0 3,000. Actuator, Roll 76900-01802-106 0815124 19.0 • - 2,981.0 3.000. Actuator, Roll 76900-01802-106 0820149 19.0 • - 2,981.0 3,000. Actuator, Yaw 76900-01802-106 0813072 19.0 2,981.0 3,000. Actuator. Yaw 76900-01802-106 0837269 19.0 2,981.0 3,000. Lill Main I/0 76250-02500-109 131627 19.0 - - Cylinder 2071.2 IISM3883 30C -- 107,970C 108.000C Piston 2071.4 LISM3835 30C - - 128 670 C 128.7000 Ask Support. Fining 2071Al2 HSM3954 30 C 33,270C 33,300 C PigUniversal to CyL 2071.29 IISM 1831 30C 71,970C 72,000C Brag Brace. Iota 2071-74 115M3560 30 C • 206,970 C 207,000 C ontrace Rod Fad 2071.35 LISM31351 30 C - - 107,358 C 107,388 C Up. Torque Arm 2071-46 IISM3622 30C -- 120,700 C 120,730 C Pin, Rod/Up Tug Arm 2071-32 IISM1646 30C •• 112,470C 112,500C Lower Torque Arm 2071-47 HSM3667 30 C -- 53,646C 53,6760 P/Rog Rod End 2071A235 IISM0401 30 C • - 61,170C 61.2000 Axle 2071-85 IISM3724 30C -- 105,180C 105,210C Liii SILO Actuator 19450200-01 BIC55119 19.0 - • -- - - Outer Cylinder 1945F302 IISM4145 30C -- 31,920C 31,950C Piston 19456314 IISM0611 30C -- 148,470C 148,500C Ret. Actuator Piston 1945-210 IISM1900 30C • - 35.970 C 36,000C RetractionBrace 2071-76-01/-02 IISM13424 30C -- 184,443 C 184,473 C RAI Main I/0 76250-02500-110 BI628 19.0 • - - - Cylinder 2071-2 IISM3826 30C -- 107,970C 108,000C Piston 2071.4 IISM3810 30C • - 128,670C 128,700C AI% Surged. Filling 2071Al2 IISM3959 30C - - 33,270 C 33,300 C PigUniversal toCyl. 2071-29 11514 1817 30C - - 71970C 72.000C Drag Brace, Iowa 2071-74 FISM3578 30 C - - 206,970 C 207,000 C D/Brace Rod End 2071-35 IISM3834 30C - • 107,358 C 107,388 C Up. Torque Arm 2071.46 IISM3634 30C -- 120,7000 120,730 C Pin. Rod/Up TN Ann 2071.32 IISMI657 30C -- 112,470C 112,500C Lower Torque Arm 2071.47 IISM3640 30 C -- 53,646 C 53,676C P/Ftod, Rod End 2071A235 IISM0394 30C -- 61,170 C 61,200C Axle 2071.85 IISM3719 30C -- 105,180C 105,210C 1111 MLG Actuator 19450200-01 B1055% 1 19.0 I -- -- - - Outer Cylinder 1945F302 IISM4143 30C • - 31,920C 31,9500 Piston 1945E314 HISM0622 30 C • • 148,470 C 148,500 C Reg Actuator Piston 1945-210 IISM1853 30C -- 35,970C 36.0000 Retraction Brace 2071.76-01/-02 115M23404 30 C • - 184,443 C 184,473 C Nose L/G 76250-01000-III I 1310659 19.0 -- •- - - Axle 2070-85 I HSM3390 30C -- 204,218C 204,248C Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000265 SDNY_GM_02774370 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 10 I 0 EFTA01339638 Pg. 4, S-76Cr r, SiN 760750 S-76 COMPONENT UST NOMENCLATURE PAWNUMBER; SIN it ISO I T.EEMA1N'' TECVSLL Fork 2070-60 1151.15343 30 C • - 143,970 C 144,0C° C Cylinder 2070-2 115M3301 30C -• 60,720C 60,750C Piston 2070-4 HSM3380 30C -- 161,421 Q 161.451 C MUG Actuator 20700200 B1C10O9 19.0 -- -- - - D. Mace Cylinder 2070-201 HSM5337 -- 103,470C 103,500C D. Blum Piston 2070-212 HSM3407 - - 139.970 C 140.000 C Piston Rod 194411204 IISM3337 -- 98,970C 99,000C ENGINESEETIONI 02922529303San 14,000 C fl Engine ARR1EL 2S2 4228571.0 19.0 -- 2,981.0 Oct 2023 3,000. 15 Veers ea Assy. 0292907340 5204 19.0 -- 2,981.0 3,000. Accessory GB MO1 70BM017800 7116 19.0 • - 2,981.0 3,000. Compressor MO2 70BM027800 7918 19.0 -- 2,981.0 3,000. Gas Generator MO3 70B14037800 10511 19.0 41 C - - 2,981.0 9,959 C 3,000. 10,000 C Free Turbine MO4 70BM041750 7386 19.0 41 C -- 2,981.0 9.959 C 3,000. 10,000 C Reduction GB MO5 70MB057800 11416 19.0 - - 2,981.0 3.000. mu havemew. Vag 0292860930 243TEC 19.0 -- 2.981.0 3.000. Oil Cooler Blower VCT-1518C 01(112 19.0 -- 2,981.0 3,000. Barrier Filter, Fax 76302-07800-104 0560 7.4 - • - - On Cond. Barrier Filter, Main 76302-07800-103 0565 7.4 -- -- On Cond. 92 Engine ARR1EL 282 42286TEC 19.0 -• Oct 202 2,981.0 3,000. 3 IS Years Elector Assy. 0292907340 5203 19.0 -- 2,981.0 3.000. Accessory GB MO1 700M017800 7117 19.0 I -- 2.981.0 3,000. I Compressor MO2 709M027800 7919 -- 2.981.0 I 3,000. Gas Generator MO3 70[1%1037800 10512 19. 0 40.1 C - - 2,981.0 3,000. 9,959.9 C 10,000 C Free Turbine11O4 70BM041750 7387 19. 0 40.1 C -- 2,981.0 3,000. 9,959.9 C 10,000 C Reduction GB MO5 I 70103057800 11417 -- 2,981.0 3,000. 1.42"" S " lia I 0292860930 i 250TEC 19.0 -- 2,981.0 3,000. Oil Cooler Blower VCT-1518C 01027 19.0 -- 2,981.0 3,000. Barrier Filter, Fax 76302-07800-104 0559 7.4 -- -- On Cond. Bather Filter, Main 76302-07800-103 0564 7.4 - - - - On Cond. Fuel Selector Valve 65317-03006-109 1202 19.0 -- DEC 2018 10 Years Fuel Selector Valve I 65317-03006-110 1217 19.0 I -- DEC 2018 10 Years O Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000266 SDNY_GM_02774371 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O26101 I EFTA01339639 FLIGHT CONTROLS raw OsemerVes Ton ROWS • TO Reed Cad Na Gabel OA* Colinine/Ptich ANCS• Roil fl yers Canto, Dampen Coantrettyck /Rano Smite Tan New gado Pncl. Ono (OKInsinslalaboal CONAIRflog Mew flatnal Load, •d~ Sedanl LANDING GEAR SYSTEM Actuator ROW Pod NOSE LANDING GEAR Locking Speen.. Universal PAM Posthoning Rod Thdown Ring © Hugh Redditt Company MAIN LANDING GEAR Rey/idiom flea LAndlno 6411 DOW Linkage Upper D. ON.441 Charging And Fie Valve Lower Ong wnce Shoe Sinn CONFIDENTIAL Subject to Protective Order IATS - 000267 SDNY_GN1_02774372 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002610 I 2 EFTA01339640 MAIN ROTOR BLADE Luring Edge Erosion Slip Maw Mots for M4nene Hoel•Townb Con Obis Nest Sw OVOOM<OMMer Aasth MI © Hugh Redditt Company' Fiber Ole*. Coon Sitio TM wC CONFIDENTIAL Subject to Protective Order IATS - 000268 SDNYGM_02774373 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002610 I 3 EFTA01339641 STA110111•1 11•1 11•I'lll'Ill '1 11•I'1 1 1; 4; 1.1.1 . 1. 1 ' l' 1' 11 '1'4;1 '1MT 1,4 o 100 IN 400 STATIONS AND WATERLINES © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000269 SDNY_GM_02774374 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 10 I4 EFTA01339642 S1019ZOCVJ-43 0 C CO ri?i m n r 0 -0 0 m m C o m a 7 "e) 2.3 > 70 g <1 • 9 >• - -io so O ..CD -c I" I° iV V • N I-1 8 n monk, MODEL NO. STIC AIRWORTHINESS DIRECTIVES REGISTRATION NO: . SERIAL NO: 760750 SECTION: 73 PAGE I AD NO. AD DATE DESCRIPTION .7 .:•-: E SIGN.11) CO!.'F.IED On. G,'•.^41?:.; c:,?: r 8947-12 27-07/49 TM HORN LIFE LIMITS- REFER. T.R. BLADE LOG CARO - TIME COMPLIANCE ro 96-17-15 01-Feb-99 INSP.CAR SWASHPLATE BRG RETAINING BOLTS • (REF. SWASHPLATE LOG D) • WA 01-09c-06 (IV L Dolph VII A•• Keyslene NOONAN' PO 99-01-09 03-Mar-99 TEST FUEL SUPPLY LINES -WABY NC SERIAL NO. 01-Dec-Ce L poen (fIthk Keystene Helicoote/ r) 99-0741 07-Apr-99 CelE ENGINE INOP PERFORIAANCE • NA BY PM ENGINE LUAU INSTALLED 01-ENK-06 L DoNn Ralik, Keystone IlOcconer r 99.1943 31•Aup-00 INSP. TOP. MO FAIRING ANGLES- INSPECTED AS PER ASB 7646- 14A NEXT INSP. WE: 1500 IRS. 01-Dec-06 L. Dotn (Act" Keystone Netccoler AD 20004142 31-Aug-00 M.R. BLADE ROOT POCKET INSPECTION- (REFERENCE MR BLADE LOG) • WA 01-Dec-0e L. ONO CII.P21 IA Keystone Net IN AD 2000-2342 16-Feb-01 REPETITIVE INSP. M.R. SHAFT - (REFERENCE MOB LOO CARD) NOTE: SUPERSEDED BY AD2001-104, DATED. JUNE 21, 2001- WA owetax....Doto WI ,c i 4' " Keystone Heteeptes AD 20014144 132-Feb4I NW. M.L G. POSITIONING ROOS AND ROD ENDS - INSPECTED AS PER B.F. GOOORICI4 SB76/142-03 -(REFER TO MLG LOG CAFtD)- WA a 01-0•540 IA b L DoMh Keys-one Heecopter SD 20014341 01-Met-01 INSP. CERTNN M R. SHAFT - (REFERENCE nt G.B. LOG CARD) -INC 01-Dec-08 L Dolph (414 it Keystone Neneople SA ?31S-II Ramon OVIS,2001 © Hugh Redditt Company VERIFY CURRENT REVISION OF PORNO 23 EFTA01339643 91019ZOCVJ.d3 N c F2 m 4 0 -o 70 0 m m C f 0 m a 70 -t7 <1 GI 70 8- 90 .93 00 ,C$ O -c IC) V, - 0 a.) ti el O- zig I-1 8 OSikorsky AIRWORTHINESS DIRECTIVES MODEL NO- STSC REGISTRALIONNCe . SERIAL NO: 760760 SECTION: 13 PAGE 2 AD NO. AD DATE DESCRIPTION DATE COMPLIW SIGNED ORGANIZATION AD 2004104)6 214en.01 'REPLACE CERTAIN MR SHAFTS. (REFERENCE M.G.B LOG CARDS WA 01-00405 L. Dope (Ak t‘ *wolfing HelIcepW AD 2001-2405 10-0/*Oi AHRS MODIFICATION Of et T. 02- (NA THIS AIRCRAFT> 01•Dec44 L. Dow. W5?‘ Keystone Helcoper AD 200142-14 10-Dec.01 OVERLAND AVIATION SERVICES FIRE EXTINGUISHING SYS. BOTTLE CARTRiOGE - (NA THIS AIRCRAFT) 01-Dec-08 I. Dope t44 \ A Keystone Helkoster AO 2002-1601 264t102 PREVENT FAILURE OF A MAIN ROTOR BLADE - (REFER TOM RS. LOG CARD). N/A 01-Doc-00 L. Do101 W‘Itt" Kolatele Meepopter A02002-1425 INSP. OF FUEL METER** HP/LP PUMP ASSY 4 ON ARRIEL MODEL 251 ENGINES - (NOT APPLICABLE TO ENG Mil INSTALLED) 01.0.006 L Dolce !Ai ( \ % Keystone letkomer AD 2002-2147 AYR SPINDLE INSPECTION • (REFER TO LOG CARD) • NM 0143a448 L. DoW1 I jt4(k \ KeyMone NelcoresT AD 20010412 TURBOMECA ENGINE - TU 54 a TU 70A MOOIFICATION INCORPORATION OF 01-0m48 US L. Doth k \ 4 Keystone Pekoes AD 2003-0415 ROTOR BRAKE DISC INSPECTION a REMOVAL OF - plA THIS AIRCRAFT)L Dolph (1411YA Keystone He10op*r AD 2003-14.18 Mit G BRAKE ASSY INSP 01-0oc•08 L. Dote Ksystone H :yS e SA 71.1, RraolmOVINOZO © Hugh Redditt Company vEritry CUiRFrvT RPASC.i OF FCRil 24 EFTA01339644 L.1019ZOCVJ.d3 N c m 4 0 7a 0 m m C o m a 70 10 IV > 70 a N 9 70 > 8- 0 1p P 1-1 IC) *sin IE tal : V s ;3 gaig Sikorsky ..my If.0.9.• MODEL NO. S76C AIRWORTHINESS DIRECTIVES REGISTRATION NO: . SERIAL NO: 740760 SECTION: 13 PAGE 3 AD NO. AD DATE DESCRIPTION DATE COMPLIED SIGNED ORGANIZATION I AD 200146-CA AIRCRAFT MATH DUAL CHANNEL AUTOPILOT .5 WITH DUAL ISP/F_RTERS - (NOTAPPLICASLE PER NC SERIAL NUMBER) C 10ec.C6 14 i 1. L Dolph $ )(emcee Hee:opts, AD 2403.04.C6 HONEYWELL PRIMUS II FtNZ•6641651 INIEGRATED NAVIGATION UNITS - (NIA • SYSTEM NOT INSTALLED) Cl-0!006 Cl-0!006 L Dolea 2Lii: Keynes* AD 2405-22-01 17-Oct-05 MR HUB PILOT FITTING- N/A TO THIS PILOT FITTING cia.ca 1 ' 04tk , I. each wv Keystone Hee:Opfer HAD 2C05-72-CS HONEYWELL PRIMUS II RN2•8504151 INTEGRATED NAVIGATION UNITS. (N/A • SYSTEM NOT INSTALLED) Cl-0e400 L. ONO 14 1/4 Keystone HeltOpler FACI 2007-G2-17 47-Mar-0/ TURBOMECA - 15, ENGINES . (NOT APPLICABLE THIS AIRCRAFT) G1.06,06 L Opch 14..11 Keystone He er IAD 2007-11-05 16•May07 MAIN ROTOR SHAFT INSPECTION. ,NOT APP_ICABLE THIS SIN SHAFT-I CI-Dec-06 ii/i, L 000h te 'V I Keystone lieleopler A02007-24-1C HMU FUEL FILTER DRAIN SCREW REPLACEMENT (WA THIS C1.0.2c-e L. Dap AL K00431. HOINOW unariS CIA6100 © Hugh Redditt Company CurePENT Prosy,/ OF /COM 25 EFTA01339645 SIKORSKY AIRCRAFT CORPORATION S-76 INTERIOR CABIN ACOUSTIC DATA REPORT CONFIDENTIAL /Verret Model: Altframe Namger, Reg...Witten No: Cuatomr, glade, Tyfrc Date Act:Area: ArcaIrcd B ri An.tude M51: Net Data; Cm. GM* Test Mots: Test location: Skonky S-76C44. 760750 N72238 Air als1Mne VIP Febrile 2010 2. 3% 143 knots 2000 It Ak 7 0 C 1670 Os No. of Pax: 4 souls 8353IW TesIGVW: 1072310s T. beret, S. She Coatesville PA )his A rct4i. tcctAttraft: hgEglatOlital deA. 81.2 OBA: 83.0 i 000: •1.8 : 68.6 511.4: 71.9 1511.4: •3.3 ildit • 77.0 t 141 • 78.4 jkHz: -1.4 tutalyge Onto Receacter:I racrogatoned that twtl DE.thiCODIS Test IOC-12043AL 535365 BBC 4192 2686211 ProAmplftert I t/D i 902 Power Spot:AY:I VD I 2221 Calibrator:, eii 4231 AralyZer: I HP I 35670A 4503 n3 2691596 5125.462 tr# o4C+.46c vinef nod lw,so ..t,* envied htlennonfrater aid aci.to:C&W in [Cocked N Llt-S04470 an aoar(7 end SAE ARP lgoa 1M clMa roVo 4CQuive 0.org sfrayv 4 tenor Alga with Y WM art Mit,. ebsel no Vire >bar, ECS wd Hair sputa .Peet M A byft,;)9 ,4Inm M cab', waffiree coneod cam motels Se and ''',(44,t'u IT,.11,40 ..W neon MO*" .2C.* ease Typo InterIce: n Ceiling Cover: &Sewall Cooer Forward Bulkhead' Sestina Artangengent: cabin Door Type: Po,h Main Tremens/am S/N: Silencer Ulna Suede Ultra Suede 2 Small SlIderS _ FISR A231-00455 TSfli 19.5 7•30: 40 twoortap.sta...Y Sikorsky © Hugh Redditt Company Cockp t Dma ELM 099141 3/ 106.1 _ 98.5 125 95.0 250 89.1 500 87.6 ,11/31 84.0 WIZ 79.6 4144 72.2 CIO/ 66.1 OEM I 89.4 ri.4 I 80.9 Eau Dal Et= 31 97.4 97.2 63 93.5 92.4 125 89.7 250 8E.; 500 75.2 1831.2 76.5 2144 65.3 %Pt 56.4 811% 49.7 06A 80.6 _ 82.4 _ 80.7 _ SILO 68.4 69.0 684 not 208.5 102.9 97.8 90.4 90.4 80.6 68.668.6 92.6 83,4 5100 96.5 92.2 90.5 82.3 75.8 76.1 65.5 56.2 49.2 87.8 83.1 76.0 78.2 65.7 55.0 49.5 Eros EMI 31 96.9 63 92.9 125 250 ratan Ski 97.6 97.0 92.9 92.3 85.0 83.4 88.0 81.3 75.9 76.2 89.6 82.2 76 76.5 67.4 57.7 50.6 80.9 69.5 _stlft 75.6 76.6 21Pli 65.2 64.5 4104 81411 411.4 114 57.2 50.2 56.1 49.7 80.4 68.5 Aft C.:, II Data Nit [DUD 98,7 98.7 96.1 95.7 92.0 89.1 82.S 83.0 73.7 74.5 76.2 06.4 55_7 55.0 57.0 49.2 48.5 49.3 81.2 80.8 82.5 68,0 67.7 70.0 68.4 E32 63 125 250 500 LP is 21012 41441 81012 ODA 5114 Stlx1 97.2 95.9 92.5 83.0 76.7 78.4 67.7 76.8 64.6 Subject to Protective Order IATS - 000273 SDNY_GM_02774378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261018 EFTA01339646 \\ 5 ggA4 . S-76C++ DELUXE VIP Aircraft Informaticn• Operator: Air Ghlalalno Serial Number: 760750 4/Rov Controls: 3P & 5P Millar. Lateral Absorber and Nose Absorber Locatton MEASURED Fleet Average Limit Pilot Heal Vertical 1 0.37 0 33 0 60 Copilot Vertical 2 0.00 0.13 0 40 Pilot Vertical 3 0 25 0.20 0 40 Pilot Lateral 4 C47 0.35 05G L•11413441 AR Cabin Vertreal Wahl-nano Mt Cabin Vortical Rig ht.haad Att Cabin Lateral • • - Ei AA 514 140 0.33 0.17 c c52 0.40 0.41 0.27 SIa 91 I _ Final Absorber Scaling* VorUc:11 - 11.9 fx L:414: - 25354A' © Hugh Redditt Company 7 5,4(3 RCv al. :1.03 CONFIDENTIAL Subject to Protective Order IATS - 000274 SDNY_GM_02774379 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261019 EFTA01339647 S-76C++ MAIN & TAIL ROTOR 1/REV VIBRATION LEVELS Aircraft Information: Operator: Air GhiaIrene Serial Number; 760750 • r COCKPIT DATA (Floor Sutton 9?) Test Condition genic IPS I (MEG Dan. Roo IPS (A.BI Dag. Not ustorai IPS Dog. _ LIMIT Ground 0.07 241 0.03 123 0.20 343 0.20 How 0.07 216 0.03 168 -...„............N --....."........ 0.20 125 Kb 0.18 248 006. 179 \ NN -\...,................... 0.20 145 Kt; 0.16 244 0.07 Ile N......... 0.20 155 Kts 0.13 256 00$ 245 H 7e,.....:'7,„ ._ 0.20 MAIN ROTOR BLADE TRACK (mm) Test Condition Wale Corot ILK YEE KU RED Ground -6 2 3 Hover a 10 1251(b 44 7 1 0 145 Kt, .15 8 2 6 155 Kts 45 7 4 4 TAIL ROTOR MEV" ": MAIN ROTOR WEIGHT (OUNCES) mann Cotyr MK YEL I BTU RED 37 52 rI 0 TAIL ROTOR BLADE WEIGHT (GRAMS) diaJo Color RIO I DI It YLL I WA/ 27 0 0 10 28 © Hugh Rcdditt Company CONFIDENTIAL Subject to Protective Order IATS - 000275 SDNY_GM_02774380 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261020 EFTA01339648 FLIGHT MANUAL BF: M. WIFIN AIRCRAFT ACTUAL WEIGHT APID HORIZONTAL BALANCE FOR 5.75 MODEL HELICOPTER Kennone HoScooters Dab: 24-Jan-2010 Shod Serial No 760750 REACTON %HEEL OR JACK POINT SCALE 00. SCALE REROMO MA TARE SCALE ERROR SVIIBOL le WEIGHT LEFT mat BS 3067.0 0 AL 3067.0 RICM Iffilm Rod 2997.0 0 w 2997.0 HOW Yel 2291.0 0 vm 2291.0 TOTAL WBOHT W 8355.0 WEIGHING WEIGHING VERTICAL mow C 1 o) II ler ) I OAINICTOR MARCO 4 V Or II Kr Iz I T @ IE 0 ler ON JACKS ON 'WHEEL 5 k c 92- AWN • - WEIGHT NIGHORLZONTRL (WL • WRI it 2$2” 6.G. I.C. G. W Er • L CORRECTED W (WPM J) W ORLIWEE IMO 0.01:40 £9WTRACTEO %TIGHT (ta HORIZONTAL MT (0/ Ea TO /WO CAWS MST OA NJ I //wan as wowed 8355.0 208.1 1738900.0 nu. -ubbla Ant 25.0 5450.0 lbw.. bob.. 3 27.0 5175.0 tme,v TOTAL boom GROSS 8353.0 206.2 17391754 CALAACE 205.21 faroc•odi cam ilontemIDm •• 8.2 ova Rotel MAINid Mx Oa Scab SIN: 08280000024 Caliblation Duo: Jul 2010 Figure 24. Chan B (Sheet 1 of 2) APRIL 12, 1501 29 © Hugh Redditt Company waani4a or M. Wile. Sri Um/ 2.23 CONFIDENTIAL Subject to Protective Order IATS - 000276 SDNY_GM_02774381 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261021 EFTA01339649 CONFIDENTIAL SIKORSKY S-76C++AmcRAFT GENERAL SPECIFICATION§ PROPULSION Two Turd:meta Arra 252 Engines Full AvIlonly Digilal Engine Control (FADEC)wf Pict end Coplot op Ights (two) DisPlayad on IIDS Pertamance Displays 75 - Power Turd. INel Tonperahro 141 • Gas To w/ 30 sot and 2 mit indication TO- TOWpOrneter tighlp • Triple Tachornetor CMS • Engine Overspoork By . Wood Vaasa Poston. OFCU condom' Dieptilyed on ICS Engine Display Fuel Flow - digital rasa* 01 Torrperaheanossuro Hydraulic Pressure Ewan° wake wash vat a:smock:as in Baggage Corrotemore Engine leo dotoction systole with flame data:tors and we arthlifer per &oho Engem fro extngehng, Mc ON system (MO) Dual flout main gewbox 1605 Shp fa takeoff Intermediate and tail gowboxes with plercameollig drive shahs magnetic chip dorpobtswth fuzz turnoff capatety (four) eaten-7380PaboOa(dk-L-23690) Mote 254 Synthetic Jet Oil (MIL-PRF-23699) Engine net banns friers ail Donato moniboring depay in cockpit MAIN ROTOR SYSTEM Fountiado arboutated ran color system WI ono P.C. aluminum tub and dal:ammo bOa'nOs Man roof Nadas litantan Was. Fiberglass skins, honeycomb cores. tigh Wittily pant "oaing edge asionwoloction, and ighInng *Ike proroctea Marrilty aclualed rota braba system 3P Ban vibralionsiSprOSsiOn system Ovorhaid loath atiorbor provisions Four-bade Ilexbeamtai rotor wl trfning Witt) and loath.) edge abrasion prolocten 01Tanporaluro/Prossure • display on IIDS SON gauges for oil lad in nan. Lao and inkarmahato transmissions FVovesens for rack and balance w/ 5 acre. 2 mag. motors (RADS/A7 . Gimcrack 8500- Falk*) Free wheel units on main konsmosion Eiview4.180-Taba0t(M1L-L-23609) BP Turbo 01 25 Gearbox Lubricat (000-1-857341 FLIGHT INSTRUMENTS Airspeed - refer to Avionics Package Altimeter - refer to Avionics Package IVSI. refer to Avionics Package Prot-Static system. NMI Digital elate Oa Damon 677 (two) Staxby magnetic conpass (Iluminaled) IIDS (InteNotod Instrument Display System) - pratel warned Dual Engine Pedonnance Display (tan). En9n0 DiSpley. RerrotO Data AccialitiOn Ur* Sikorsky Aircraft Proprietary © Hugh Redditt Company STANDARD EOUIPMENT Dual Tomperalwe Probe. IIDS REV Salthgtato (Not Stroll Swlch in Cows Console, Static Pal connoction Master wlrnnglCauion Panel, mounted in low polo GlareshrOd. Pilot aid Cciabl Outside An Tormoraturo • methane* IIDS (ow) Caution/naming/Advisory - asplw on IIDS COCKPIT. FLIGHT S GROUND CONTROLS Primary tight - annum* ratting, and drocliona contras a aided A Plot and Copra Haan. coloctrio aid Cyd}C Mac contras mitt rotor pedal type controls Overhead WOMB Outbdnint wt mixed mode bands (WW1 Cyck and coleckve stick Tim boards Slick Ian control and Dual ha/pendent fight contra servo systems Dual independent 3.003 psi trydratic systems vAth Quick disconnects for gourd SONKilla Lending gear - NM, retradable "Hyde type wl pooling nose gear. strutrernote service tine and main Wee, bakes. posibon ingewitas. Tow up waning indicator (mot Cockpit coning Pnournate ornorgency Itnang gear oulonsion system a oxiernay Ws** prossuro gaup MiliStat:40 adder pedals - foadall. Pia/Coda Search Ighl d,rocbonal ward on conative Overhead iwaStOr switch panels - Plot (Iwo), Copilot (one) Cabin dome hyds musks control OF I (ono engine nag Pacing Satoh and 14 4 Provisons for emergency relation systemIWO nose foal bola. wows corer ELECTRICAL SYSTEM Battery show 25.2 volt Marten SuperPowor nickei.caurn. 44 afrirtiOtr. 1008100 aft Of Baiter Conpadment Battery krnpwaturo yearning system DC Genarators • too 28 UDC 200 amps oath DC Generator Control Unit (CCU1- Mates voltage legiabon. reverS0 Current and groundfait proluction, aid ova-voltage protection (two) AC Gait...for - ono 10KVA. 115VAC Taw Phase AC Genongor Control Unit - provides VOLItyl rogsalion, load proloclive brats for overvosage. urdeivo gage. and °attune*. External power stoma receptacle-28 kVC. AN NM/ Pi Haase *laity and ova-voltage proration Stabc kwedef rotate Mentos Package Power monite on IlD5 (volts. asps, kat) Emergoncy Power Sway- PS 1155A (2.5 All) ROSetbt40 490 trail bonded FUEL SYSTEM Dual !Xi taitS W graufty Na Bbd. 261 US patting YNa CaPtC4y Dual akpentkint suction fuel systems vi cross-lied casaba., Fuel Quantity displayed on ICS wl test and Egli total of tali and right tanks Came:0nm type gauging probes Los kneel fool waning system (MO) Ilog(41.as filler cap ath key lock (two) Sub,ect to Protective Order IATS - 000277 SONY_GM_02774382 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261022 EFTA01339650 CONFIDENTIAL SIKORSKY S-76C++ AIRCRArr \Meng provians for auxiliary fuel ICE & RAIN PROTECTION Healed Goss Was/secIs (N.o) Heated pilot and state (tmo) Engine pm oce (eM) Wines-red melds. etecInc • Iwo speed /Mak (stol and copilot), masa 'Menus LIGHTING Cafack Inellimmenl panel. Pa and copied Nondlgon ornaments Oaresoued Canon Wily eked coed on canines closet (Imo) Cabin Exil Wes, ienTirrolod Ono) Na smokisgetaslen seal ben signs • see Wale( Dreigency 11ghb (Mo)weballery pack Baggage M osowitinment (Iwo) Enema° Position -Wald Ankcollkon. Mee sleobes • Mee Fix red beacon - Fore° 'mend (ono) • ripe man gear Convotable 'atidav (Seven) • nose Iropecbm for :GB and TOG sight gauges CABIN COMFORT SYSTEM Cocked and cabin eta as hoeing (25000 BTU) whenesNeld delogpng system Healer coned pone Ran, as venllalen syslem, side mourned Meek ('oat). Cabo anima and veves.att(Ikm) COMIC MOWS/ tamer Caine gasper - carpeldna ale (two), Min gee to nitric* pone/ PAINS CORROSION PROTECTION Rea to Penis and Finishes section Carbide black named panel pea !WO COCKPlaCABIN APPOINTMENTS prawcopini seals - venally °Ginseng. 5 POill feSIIIIINMEIMCSS. %Altar skoPOGI Cannon. We vest stooge damsons. fen upholstery 204 oboe nod cabal van 75 PSF noof and girds foe up io lwe've (12)so0b Cabal Sneed edam:tem victor locks and meth key lock and hold open dente (M) Cocked hinged entrance eta mIkey ack (ao) and dew' A- paledMalt hash Conran key Iola -cockpit cabin baggage.(sa); hid rho caps (Mo) boor open marring panclamencirAws • CKPT Gm). CABIN (MaX BAGG (Iwo) and EXT PY/R Floe eargoshers No) • cockpit on RH sided dose. cabin, bleed on ova' Mena First NO lot vaever. On leg sided cards dose Skorsky AYtran Propnetery © Hugh Redditt Company STANDARD FODIPMENT Flame blocking on atm ma agleam Flooring - 75 OM Wend atioad la (English slandaed) Life vat prance for an passenge. Iowans Mame Folder et lover ea cockpit door IMO) BAGGAGFJCARGO COMPARTMENTS Separate 38 etc ad baggage compartment wth lentrigN doom pointed rade le nolch Smoke dote for micakpl indweila Lockelde doe *Rhumb Ire. (two) Fleeing • 75 MN' Cargo he down points Mandl roof covering Finish tensed Mile epoxy slindoe. 'Melo of dooes painted b =throe:aft keens< AVIONC-.5 Nese mounted calcine Marla COmpartrants. Mee and lad LOOSE TOOLS S EQUIPMENT Mode ninakey kit anionic' HEADSET/MICROPHONE E<KAUST COVER. ENGINE. LEFT EXHAUST COVER ENGINE RIGHT WALX-AROUND CORD, ICS. 30 FEET WAULAROUND CORD. ICS. B FEET ADAPTER. ENGINE WASH TAM( JUMPER ASSY. ICS MAINTENANCE P2294 PIN ASSY. MLG PIN ASSY. NLG SHIELD ASSY, ENGINE INLET, RM SHIELD ASSY, ENGINE INLET, UH SHIELD ASSY, IGO REEL Rill SHIELD ASSY. IGO INLET, ten SHIELD ASSY, AFT COWL INLET. Rail SHIELD ASSY. AFT COWL INLET. LM COVER ASSY, PROTTUBE TIE DOWN. MAIN ROTOR BLADE COVER ASSY.ACCEL BLEED VALVE TUBE MOUNT 2 Subject to Protective Order IATS - 000278 SDNY_GM_02774383 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261023 EFTA01339651 SIKORSKY S-76C++ AIRCRAFT BASELINE AVIONICS PACKAGE ADDITIONAL EODIPMENT COMM 1 Collins VHF 22A (16w mouton') wah cm 22 (118 000 136.975 MHz. 4 channel preset digital display). bottom mounted VHF antenna COMM 2 Collins VHF 22A (lEar minrnum) web Cll 22(118000. 136.975 MHz, 4 channel preset dgibl display). lop mounted V/IF antenna NAV 1 Collins VIR 32 with CTI 32 (108 00 . 117.95 mitt. 4 channel preset. digital display). DMN4-17/A all weather blade antenna GS / Included in No. I VIR 32 (40 channels). internal nose mounted antenna MB 1 Included in No. 1 VIR 32 (75 MHz), with I li-lo Sense switch volume control. displayed on EADI I. bottom fuselage mounted antenna EHSI 1 Honeywell EDZ 756 EFIS System, mollifies. ED 800 - Electronic x r HSI with ivst state 50 705 708 • Symbol Generator, DC 811 • Display Control Panel. RI 206 • Heading/Course (dual) Panel, Annunciator/Switch • FD CMD BARS. E .T.. SG REV, ADC REV. COMP MON RESET EADI 1 Honeywell ED 600 - Electronic r x 6" ADI with airspeed and altimeter scales, 'manometry. Bare Sel Panel, Airspeed Bug Sal Panel MRS I Liter LCFt-100 ICRO2S - Altitude Heading Reference System. System includes: LCR 92S Fiber Optic Gyro with rate gyrooulptd, Sikorsky Dual Compass Control Panel, Honeywell FX 220 - Flux Detector, Annunciators -AHRS/1/2, MRS TEST NAV 2 Codns VIR 32. 108.00 - 117.95 MHz, Nay Delmer GS 2 Included In No. 2 VIR 32 (40 channels). GS Diotexer MB 2 incluied in No. 2 VIR 32(75 MHz), with Ili-Lo Sense switch, volume control, displayed on SAD! 2, marker beacon Dolexer ENV 2 Honeywell EDZ 756 EFIS System. includes: ED 800 - Electronic 5- a 6- HSI with NSI scale. SG 705 708 - Symbol Generator. DC 811 - Display Control Panel. Hag and Cars control Is included in EHSI 1 panel, Annunciator/Switch - FD CMD BARS. E T.. SG REV. ADC REV. COMP MON RESET EADI 2 Honeywell ED 800- Electronic r x AD: with atspood and Omelet scales, 'norm:meter, Baron Set Panel NIBS 2 litet 1CR 92S- Altitude Heading Reference System. System includes: LCR 92S Fiber Optic Gyro with rale gyro output, Honeywell FX 220 - Flux Detector, Annuncelor/Swolcn MRS TEST ADF Coatis ADF 462, 190 - 1799 KHz, and 2179 - 2185 KHz, ANT 462A - Combination Loop/Sense Antenna TRANSPONDER Collins TOR 90 • ATCRBSTransponder. • Digital Control Head. CAD 62 (.001) • Control Adapter, bey mounted 1-band antenna DME Collins DME 42 (300 w mimmum) with IND 42A. belly moulted1-band antenna. Tracks throestations simultaneously for instantaneous display selection. providing: distance and ground speed or time.to-go or station identifier (2.3. or 4 letters). DME Hold feature is incorporated in both the Nay 1 and Nay 2 controls heads. belly mounted 1-band antenna AIR DATA I Penny and Giles- Air Data Computer. %/encoding output to transpander(s) AIR DATA 2 Penny and Giles -Nn Data Computer. mancoding output to transponder(s) Dual AtiloploVFD SPZ MOO - Dual Digital Automatic Fight Control System, nclixlesfZ 706 -Digital Flight Guidance Computer. two MS 700 - Mode Selector. PC 700 - Autopilot Controller, AFCS Indicator Panel, Linear Pad) Actuator (MC), Linea/ Roll Actuator (two), Linear Yaw Servo (two), Pilch Trim Actuator. Rol Trm Actuator, Collective Trim Actuator, Pedal Darriperrnm Actuator (hydraulic). Annunciator Lights. AP 1/AP 2/C1TV/DCPL. TRIM FAIL, FD Decouple with Chime Backup Airspeed Airspeed Indicator - Backup Altimeter Sensate Altimeter ( in 8 Mb) Angtvde Netter Honeywell N. 300 - Ar Data (Altitude Resoled) Distgay, Annunciator • single ALT ALERT Radio /Omelet Collins ALT 550 . Receiver/Transmitter. ALI 55 - 3 tooth Inercalor (0 - 2500 fool). bottom fuselage mounted Antennas (Iwo) Sikersxy Aircraft Proprietary 3 © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - O00279 SONY_GM_02774 384 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261024 EFTA01339652 CONFIDENTIAL SIKORSKY S-76C Wombat Radar Static Inverter Standby ADI Stby Power Supply ELT CUR Dual Audio ICS ICS VOX ICS Foot With Headsets ICS Jacks ICS Cords Passenger Briefer Cabin Paging Collechwa Switches Cyclic &retches Avoncs Mater EFIS Master Master By-Pass Cooling Fans TAWS -I-I- AIRCRAFT ADDITIONAL EQUIPMENT Honeywell Primus 440. VN 440 - TransmineriReceiverlAmenna Unit with t2 inch Antenna Radiator. Honeywell NALCO Radar-Only Display (upgradable to display additional data) Two Marathon Model PC-251-123K 115 VAC, 250 VA lightweight Inverters (wl integral 26 VAC transformers), Annunciators (in IDS) • NO 1 INV FAIL, NO 2 INV FAIL 8FGoodridt ADI 335D - 34nch Stand-by Atlitudo Indicator providing Nay (VORA.OGGIdeslope). DME. and FMS data. Urst Is installed on the center instrument panel as a backup to the EFIS system. Features include: eight character LED display; COVVORAocalizer and GlitleSIO9e crosspointers with appropriate validityflags; navigation modes of - en route VOR with manuat 0135: 0135 auto-centering and TOTROM ambiguity indicator; preoson approach IL5 and back course: DME distance: groundspeed. and time￾to-station, manual last erection caging: and FMS display. Gyro is automaticasy tied to a dedicated power supply (30 minute mirsmisn) during a total aircraft power loss. Upon deptaton of the dedicated power supply. the ADI 3350 provides approximately nine minutes of additionaluseful attitude information during its spn down. There Is also a NAV 1/NAV 2 AnnunciatodSwitch that adds Nav 2 display capability Into the ADI 3350 Indicator mounted next to the ADI 335D indicator. J.ET. PS 855A - 2.5 NI lead acid standby power supply with Annunciator/Switch - G000/BATTERY TEST, BAER PWRIOFRARM ARTEX ELT 406-Ni0A with remote switch and 'al' indicator. beacon transmits on 121.5, 243.0 and 4C6.025 MHz, two year Alkaline Batboy. tail boom mounted VHF anomie Universal Navigation CUR 120: CVR Recorder with ultrasonic Underwater Locator Beacon: Control Panel with Headphone Jacks Signal Level LEO Display. Pass and Fail LCD Indicators and an Erase Button. Two dB Systems 360 - Audio Selector/Amplifier/ICS Panels ICS with volume control included in dB Systems 380 Maki Panels for Cockpit. plus Cabin and Baggage Cayman:nem maintenance Jacks Cockpit ICS VOX - Voioe activated keying. Included in dB Systems 380 Audio Panels Sikorsky 45' pedestal mounted switch (two). permits fool keying of ICS or airtrah radios with selecton on dB Systems 380 audio panels Davkl Clark H10-26 (three) - high impedance headsets Cockpit - TJT-120 type (two). Cabin - MS connector type (one). Baggage Canparbnent - MS connect( type (two) Cabin Maintenance - 6'; Baggage Maintenance - 30 • (two): ad with MS connector and push.to-talk switch Heads Up Technobgies. PBS 250 Passenger Beeler wl Takeoff. Turbulence, and Lancing Briefings Page/Chime Amplifier. dB Systems 251w/ intef ace to pilot and copilot audio Go Around. Trim Release, Servos 1/2 Off. Collective/YawBeep. Search Light Control. Engine Trim. OEIAACP (30 sec-2 min) Push-to-tale, Tnin Release. Cyclic Beep. Decouple. Floats (opt.). Cargo Hook (opt.) Sikorsky single Radio Muter rocker switch in Overhead Switch Panel Sikorsky EFIS Master rocker switches in Overhead Switch Panel Storsky Radio Master By.Pass, EFIS By-Pass (Pilot and Copilot) CRT fans (two). mnuncotor (in ICS)- CRT FAN FAIL X Honeywell Mc XXII Enhanced Ground Proximity Warning System (EGPWS). Features include: terrain display on EFISIt Sx Modes: Mode 1 Excessive Rate of Descent. Mode 2 Excessive Terrain Closure Rate. Mode 3 Inadvertent Descent After TeAeoll Mode 4 Unsafe Terrain Clearance. Mode 5 Below Glideslope. Mode 6 Altitude CalloAs Sikorsky Moan Proprietary 4 © Hugh Redditt Company Subject to Protective Order IATS - 000280 SDNY_GM_02774385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261025 EFTA01339653 Document Revision History REV CHANGE° BY REVIEWED BY DESCRIPTION DATE TEL MS, ONilii Release. Prepared IAW PWA 911903 • Updated eartsmakm baad on edda an delete. kam Cantate Amerdment 1 (es Ma m CCO) • Reformetted and innam« layouts and bales in 'wand halt d doneert • Corrected smaal Sens InHond/wo Easement mime a Engna el NOB cd, EMS meid gewoon ARS • Echted database mat/Ix to opmeet* lia all dala leansfa hardware • Edited descrolen of 86054 • *Wed diademen re 90037 • Ediled Database Mam to sper* CM/Men repen lo te roedel pm bo ddee/Y BROM D OK T/20/09 • Edna maan90025 to smok hal 'Poe bes0 sal oom amern e to be ~d • Edited manra 90336. 37 to change badlo toom han Can1 lo Corn2 • Edda re/raamloos on pleng edlch panda (P. IS) • Call2ded opbon 90039 by altlno Irma mbo saam (VHF 112) C R TSI, Doleted 90051, Gaarne MI supbSY MMS 8)309 O TV. • Updated ocn4Cureban ot aten MeniMment system (amich panels) hemt ai nidesIgn pel talmer pi der weet • Balata coseMmaion items pattaano to aam baned on CCD6aied 1026/09 lift PIET> 90048 Deken All-Fmng Denen Saai, Thee lo Fors Maa. — Denen« MaYe Genie( FoldDown Padded Arm Rem 90049 Custorn Fornerd-FacMg Benen Beat. Thea lo Fes %oe wil, ~Mei Smtaa Center FoldrOom Padded Mn Reel Mrt& 90048 Cualom AllrFacing Back Sak Vree to Fors Place. mar Shoderred Serie Center FolcIrDoen Paddel Arm Reel 90049 Crelom rotaram.FacIng Beach Seal, rem re Fes Ram arm shersleMb Smr/e Cate PckhDown Padded Ann Ral 1/25/. 10 EilANDED In 9003T, change 20 VbIr to 112 VIJF In 90099, change desalMon 90039 can Entertainment Meteen MOT -4 Aalio encres. iPod dock auelery stereo atde inplA. Va Radio hm Garen GOL-69A(willb /ermee contra). avd ATC aucbo kom VHF 112 -Auclio Bouma Maan switch pand and colt Mot batch panel -Meesters OM Madam only. not spaan • Edited ScasmerDabbase Maas per Input © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000281 SDNYGM_02774386 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261026 EFTA01339654 SIKORSKY S-76C++ AIRCRAFT Rev. A Here to one of list 1 Rev. 8 Rev B CUSTOMER SPECIFIC ITEMS ADDITIONAL ROHIPMENT 90001 Cabin reading light master ON/Of F switch in the cockpit 90002 Clear Coat Exterior Paint (over metallic) 90001 Replace exterior fairing/access panel hardware with stainless steel hardware 90007 GMX-200 display to be installed on the right and the MF RD on the kill 90010 Audio input Jack In cockpit for Mod type device. Entertainment audio to be heard in both cockpit Bose and David Clark headsets only. No other controls. volume controlled via Mod device 90019 Do not install the 83000 magazine storage's lower cabin doors 90020 Custom upholsterylcushion fabrication requiring customer approval via pro-production prototype. The following options ate ADDED￾90022 Customize ceiling reading lights. Relocate one reading light Itom each group to the outboard area of the ceiling, to be centered on outboard passenger seats. 90024 Relocate the reading light switches to the overhead area, adjacent to the reading lights. Relocate the dome ligM switches on the same panel as I he relocated outboard lights, in the outboard position 90025 Truenorth Satellite phone system with VAS Saver to support Blackberry email. Includes cabin handset and cockpit dialer. TMs system provides satellite phOne capabilitythrough the Indium network. as well as ccimeolinty for lityckberry and other likruenabled deices at data speeds sufficient to support email. Since the saltine phone system Ins two channels. one will be available for phone calls coon while the other Is being used tor 1VM). Iridium calls can be Nixed and received from the cabin handset and the codicil headsets. through use of the dater panel moused in the center console. The system also provides an ink:scorn imam between the cabin and the cockpZ. (Noto Insets zignelarrif teclacal end cetbSceflon Ask with the VAR pookon of flus Instelfantn. If IMA function has to be abandon* only the sereille phone porton wie be nstakx0 90029 LED Landing Lights, left and right, with pulse capability The baseline banding light on the right main tenting gear is replaced with an LED landing light. and a second omits added on the left main landing gear. Thine are connected to a Rasher box. alitming them to operate In PULSE mode. An owtheed switch In the cockpit is used to select ON-OFF-PULSE. 90030 LEO Recognition Lights. with pulse capability Forward lacing high powered recogrition lights. one on each side. Lights are located in the left and right lonvard E-bays. lust forward of tall rotor pedals. Includes: two LED keno units vdth integrated lenses, blockoul bulkheads to minimizellght leakage into cockpit. intogratket with rasher unit for pulse function. overhead snitch with ON-OFF-PULSE selections, 90031 Garman GDL-69A XM weather receiver with XM radio receive capability. XM radio audio output will be connected to cabin headsets only (Ref. Option 90039). In addition to normal XM weather function. the )OA ;ado audio output wil be connected to the cabin headsets. Two GarrNn GRC-10 radio frequency remote controls are provided to control the )0.I redo. 90032 Four 110 Volt AC outlets In cabin, powered by 1000 VA convertor hooked to AC generator. Outlets to include flip covers. 90033 Four 12 Volt DC automotive-typejacks in cabin, with covers 90034 Modify cabin interior door handle lighting per customer preference. Remove the standard strip of LED lights and replace with single, concealed light source to provide a wit orm illumination of the handle area 90036 Cabin ICS system vnth 8 Bose headset jacks, with Call function. Headsets not connectable to satellite phone. Eight headset lacks are mantled t the cabin tor Bose noise-cancelling headsets. These headsets can be used to communion° with other cabin passengers. communicate With the cockpit crew, and to listen b the iPod, MA Radio. or aux audb (these audio sources are part of the cabin entenanment syStem. 0pton 90030) Audo from tie 42 Communications radio Sikorsky Aircraft Proprelary 16 © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - O00282 SDNY_GM_02774387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261027 EFTA01339655 SIKORSKY S-76C++ AIRCRAFT ADDTTIONAI EQUIPMENT' (COM2)wlll also be routed to the cabin headsets (ref. Oren 90037). This functon is mooned on and off by an annunciate-switch on the instrument panel. The ICS Private button n de cockµt selects whether the cabn headsets are connected to (ICS PRVT OFF) or isolated from (ICS PRVT ON) the cockpit dodoes A swath panel for the headsets a provided in each corner of the cabn. Each mach panel controls the functions for the two headsets adjacent to it. An audio source button Is providell to switch bearer Pod. Xkl. and aux audio. A cal button is provided to alert the =NO aewthat ct mmunication is desked. in case the ICS PRVT function is on Rev. B 90037 Connection of audio from theft VHF radio (COM 2) to the cabin ICS cIrcu It. with onion switch in cockpit Desired to made passengers to listen to MOICOMmunication No transmit capab3ty for passengers. Rev. D 90039 Cabin Entertainment System wino -4 Audio sources: Pod dock, auxiliary s o audio input. XM Radio from Carmln OD1.459A (with remote control), and ATC audio from VHF 0/2 -Audio source selection swkoh panel and call pilot switch panel -Audio plays over headsets only. not speakers 90040 Redesign Forward cabin Bulkhead to extend lower the bottom of the standard narrow windows 000.W-dew Custom cabin imholstoryearto-DELETED 90042 Custom Cabin Interior Materials 90043-Cuskiin Fr ariederealeriermeladebraiM DELETED 90044 CustomCabin Headset Hooks (Quantity 8) 90045 Shoot leaning Mat on Boarding Steps LHlFtH 90046 HEEDS Bottle Mounts on Cockpit Side Posts (similar to ale 696& TOO) 90047 Umbrella Holders on Inside of Baggage Compartment Doors (slinks to ale 696) 90050 LED Logo Lights 90052 Custom Fonvard-Facing Bench Seat, Three to Four Place with Single Center Custom Fold￾Down Arm Rost with Custom Storage Compartments 90053 Custom Upholstery Modification to Forward and Aft Seat Benches. as well as Additional Outboard Cushion Styling 90054 Move pilot seat aft slightly 1.5 inches The to liming options have bean DELETED: 90004 Relocate readmIrghts I tom tenter...bin caging to above outboa rd passengers 90006 Fight Bose headset latric fee too wan MocatriCSin Me-cabin damornimaikins) 90006-Satcom-Systorn to bo triclatiod without trio cockpit imeroom capability Insl. tom 32024) 00009 Audio input jack in cabinfor :Pod-type-device -Entertainment audio-to beaeardineil cabin. Bose headsets. No other controls. volume controlled via iPod device 90012-Bearding der to b0 eurldfied withwarsenonskd 00013-Fwd-lacing bench seat, 3.4 passenger. Vrt wide single (old down Novel for right hand Paramus.. Armrest shall be shortened fromtlio-olanclatd length and Provide storage insideuricke lid for rPorittell phone iackc and troidercroicuctmor furnished :Pod/Celt 90016-Headpki set lothrow carpet for-cabin floor 9001E Head hangenlocateklat level above all 8 cabin mad againct foraardalt bulkheads 80017—Customer Orin iMenOrmadrials Cuctomor Furnished Materials (Leather, Carpel. Silemekin, Panel Covering) CustomUpholstorY Work 90031--Cell phone-interface intotheosbiniCS system.-Connestionio be-in Melolddown armrest el the 00043 MO rasingbrinori seatioriniability to 5t40.14h0-aellithOno 0Onnaal.on10r any occupant On il.o had radio benctimat44) positions. Ned to Wolght-OnOlwae4ssw4oh to chsablo.n4loghl ono. Sikorsky Aita3t1 Ropier:3:y 17 © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000283 SDNY_GlIA_02774388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261028 EFTA01339656 SIKORSKY S -76C++ AIRCRAFT A DDITLONALEOl I I PIMENT 0004$-Custom Aft-Caoing43ench-Seet, 444.4-to For-Place, withShotteno4Gingte Genie. Fold￾Down Padded Arm-Rest 90040-Custom Forward-Facing Bench StolzThee/el* Four Place, with Shortened Single Center Fold-Down Padded Arm Rest PAINTS & FINISHES See Exterior Paint Rendering and Paint Scheme Drawing for Details on Paints 8 Finishes 50002 VIP Interior Paint Prep 8 Finish 50012 VIP Exterior Paint Preparation 8 Finish INTERIORS See Interior Specification for Details on Interior arrangement and configuration 63000 Deluxe VIP Interior Group 63010 Aft Facing Bench, Three/Four Passenger w/ 3 Urder•Seat Storage Drawers ADDED 63013 Aft Facing43enish-3144-Pbee DELETED 63038 Fwd Facing Divan. ThreeMour Passenger w/ Fold Down Armrests ADDED 63071 Bulkhead Storage Compartment • Crew PHI Facing Bench) 63085 Cabin Cootakkaink-Two -DELETED 63098 Acoustic Noise Reduction- Bay Blanket Kit. Lightweight 70016 Sheepskin Seating • Crew Seats 70052 Seat Bell Extension 72063 Flight Manual Storage. LH Controls Closet 76017 Cabin Door Vents. Remove 77034 Single Action Door Release Revision Log: Original relent; January 27, 2039 (PRELVONARYI Revision -A: February 6, 2009 'PRELIMINARY) 1. ()Meted Cede 90017. Customer Flirt:010d Custom Cabn Unions. Matenals 2. Deleted Cade 90023. FonvardJacng Bench Seat, 3-4 Passengers Nth Sege. Slannvelaklath Fold-Doan Arm Rest 3. Deleted Code 63013, AR-Facing Bench Seal, 3-4 Passenger 4. Deleted Code 41030. Entertainers Package 2, Atan go-angle* & Added COCkt 63014. MI-Facing Bench Seat. 3-4 Passenger, With Foki-Down Table And Arm Rests 6. Added Code 63036. Fame:diem; Bench Seal WM Fold.Odvai km Rests And FoldOcieni Table 7. Added Code 98040. Redesign Forward Cabn BuIchead To Extend Lower, The Bottom Of The Standard Morrow Waken M Added Cede 90041, New Custirn Caton Upholder, StIe Yamaint 04 Standard %M 62 9. Added Cede 90038. IPod Dods h M RH Yagaw Reveal It Added Code 90042, Custom Cabin tierce alienate. (Leather, Carpel. Panel Covering) 11. Added Code 90041 Custoo Ferrari Wow [den Metallic Pate 12. Added Coto 90044, Cactom Caton Headset Hooks (Overtly 8) 13. Arkled Code 90045, Shoe-CleaningMal On Bowdon) Steps LH/RH 14. Charged Location Of KGHandset From LH To RH On Code $0025 It Deleted code 90012. Booming Steps to Be Sutaced WM Coarse Nan-Sod 16. Deleted code 90016. Headset Hangars boosted at ceiling Level Above All B Cab., Seats Revision -it March 6, 2009 (PRELIMINARY) 1. Deleted code 63014, Aft En:rigBark Ilyee/Fota Passenger WFolci.Doen Center Table, and Armrests 2. Deleted code 90005 Eight Bose Headset Jacks 3. Deleted code 63039 FavrankFaorg Dorm. Tine/Four Passenger mcold.Deren Center Table and Armrests 4. Re-addedcode 63013. Allaacing Bench Seat. 3-4 Passenger with Fold.Down Nm Rests S. Added code 63038. Fomond-Foong Oven. lbreeMour Passenger ye/Fold-Dom Nneests 6. Added code 90036. Cats ICS Syslem with B BOSE Headset Jacks 7. Added code 90039. Elialtalfrlen System © Hugh Redditt Compai47 CONFIDENTIAL Subject to Protective Order IATS - 000284 SDNY_GM_02774389 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261029 EFTA01339657 Rees ton -C: Jung A 2009 PRELIMINARY/ 1. Added trierace b sece cleaning m2 to bowling slap codes 60001. aid 00302 2. hated carps. a mrelernm as 'Reference OW. and addecloustarroromeldedurottent vita frecto 3. Charged :tie location cl ne ICG SATFWONF bfl to to as Relvandcw in code 90025 4. Deleted Code 30061. Cobh CS 5. Deleted Code 3001:G. Cabin Cal Salem Donned Code 63013. ANS wing Beret Seat I Deleted Code 90011. Nee Detail LiphObley Style. se the is correned Winn code 90042 8. Delete Code 90043. CtstilOm Rawl Paint Cola. as me et vandarel material and ehltle4600 9 Added Code 90014 WADS Bottles Waxes cn Corked See Posts (Swaim to AC 590 and 3001 10 Added Code 90012. Unbolts lobes on Wide al Dagger ConpaYnert Doors (Smear to AC 896) 11. P400 Code 90348, Custom An-Feting Barth Seel 12. Added Code 90049 Guest F0wad.Feorg Bench Seat 13. Added Code 90051. Cedar, Cateel. Patterned livoushoul 14. ReneeCode 90042 italenal Deaf/014ns 15. Horrocac irtaiov.ve Codes Revision -0: August 3.2009 1. Rotrweo the wand lee W'.9 h Cowed Ameremat references 2. Needed code 90051. Custom CelPel Pallerred 11904211044 Peels/on -E: August 19.2009 1. Inertia 70014 eatecler antemorAselslierf -SiloiSky Aerated Revision -F: November 5, 2009 led par Completion Change DirectIve 44 100.'12009) 1. umled coon 90018Custom Afisachg Bach Seat 2. Deltad code 90019 Custom Forwaro4 aorg Handl Sea 3. Added code 53010 Abi aong Barth. 3.4 Passage', wt' lens UnacteSem S.eagr Drawers 4. Amino coca 90052 Custom femora-Sacra Hach Sex 3-4 ;tanager wan Seigle Duda Cus:om iciatcwm Aim Rest wen Cusaam Storage Cotrpaltrents 5. Added coda 90053 Custom Ucholsievy Wankatal 10Forward cob AA Seat Batas. as was asAdcleonalChsboard Cuellar St/Ing 5. Rewire code 90039 Clescnpbon CONFIDENTIAL Barrier Filler Main Rotor Head Assembly #2 Engine 38 © Hugh Redditt Company Subject to Protective Order IATS - 000285 SDNY_GM_02774390 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261030 EFTA01339658 Landing c icar Inside Tailboom Boarding Step Face Insat Forward- Mt Facing Seat Frame Aft forward 1.acIllf Franc © Hugh Redditt Company CONFIDENTIAL Subject to Protective Order IATS - 000286 SDNY_GM_02774391 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261031 EFTA01339659 Cabin to Cockpit Divider Wall Instrument Panel - Power On 40 © Hugh Rcdditt Company N-7( eu CONFIDENTIAL Subject to Protective Order IATS - 000287 SDNY_GM_02774392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261032 EFTA01339660 FAA Docs & Filings CONFIDENTIAL Subject to Protective Order IATS - 000288 SDNY_GM_02774393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261033 EFTA01339661 Priority: Import: Export: Documents required from seller Need 135 Forms: Have Bill of Sale Release of Lien Security Agreement Bill of Sale Warranty Bill of Sale LLC Release of Lien Misc. Documents (liens, etc....) N# Change To: Documents required from buyer Need 1031 Forms: Buyer Seller Date Filed Have Application for Registration LW Security Agreement Leaso Agreement N# Change N# Relinquishment Flight Time Wire Closing Authorization Delivery Receipt CONFIDENTIAL Subject to Protective Order lATS - 000289 SDNY_GM_02774394 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261034 EFTA01339662 REGISTRATION NOT TRANSFERABLE SE019ZOCVJ.d3 N 2 C co r° m 4 0 -0 70 O rn n C m w o m a 70 ▪ -,443 70 g 6-) 0 a t, -a : 4 0 N N .0 2 UT , 0 su v F. • 1.1 0_ 43 8 -4 8 UNITED STATES OF AMERICA DEPARTS/ .OF TRANSPORTATION. FEDERAL AVIATION ACIANISTRATION CERTIFICATE OF AIRCRAFT REGISTRATION This cereficate must be in the ail￾craft when operated. NATIONAL'S`, AND REGISTRATION mARKS N 162AE AIRCRAFT SERIAL NO, 760472 MANUFACTURER AND MANUFACTURERS DESIGNATION OF AIRCRAFT SIKORSKY S-76C ICAO Attasft Aaron Cod: 50174441 I S 8U E D T 0 FREEDOM AIR INTERNATIONAL INC 103 FOULK RD STE 202 WILMINGTON DE 19803.3742 COrpOratiOn Ms Dente Is issed for reparation osmoses osy end 4 /vs • artifice of le. The Feeil Avtalion Administrate does not detennine dot a enelhin SS Mean pried ern V.S. DePartmont of Transportation Federal Aviation AtImInlitnetIOA It is certified dim the abOve demand aircraft has ben entered on the register of the Federal Avladon Adrrinistratran. Unadd States of America. in accordance with the Cornerean on International CM Avtadon dated December 7, 1944. Sad with TM 49. United States Code, and regulations issued thereunder. 501E OF ISSUE August 16, 2011 E(PPADON DATE August 31, 2014 O sre...Lbc -• AOAMWSTRATOR U.S. Department of Transporatian Federal Aviation Administration CM minion Resist% P.O. le 25004 Odeon* Qty. OK 7312}0506 Official Sebes Penalty for Nino Use 5100 AC Pen 1050-3 0=010) SuP•0114de• prI•10115 salon 162AE TO: FREEDOM AIR INTERNATIONAL INC 103 FOULK RD STE 202 WILMINGTON DE 19803-3742 EFTA01339663 FedEx Ship Manager - l'rint Your Label(s) Page I of I From (405)6314443 Join Roberts Inured Arudl ilk Smote. he 4348 SW 36m Sate 011atqms Cott DR zws NMI) OKCA Fat .11.10t.2022e,. SW TO IM)t64.6110 X110 George Reenstra 10 FOX RUN RD ALLENDALE, NJ 07401 Ball SENDER Shp OS, 113N)Dt1 kft(cs 1 018 CAD 13287321PINE1 IE0 Re/ Inmpo PO If NON TRNI ROI 1 ST GMVA MON - 22 AUG A2 2DAY " RES 07401 NIUS SWF Ma pimp Ws WM IUI re) Pete 24.1110n On tie 04 10 p tat lt1'0l0FM1 e 220241:n2•2 2 Feld ,. pliAid OOP. by a 2War"'b'. 3 Pimp sew n woo, pad, Md ai tU s rut 'Wens isma r*Set00) Law. O1 S. SSW an Ss mod SS SCSnrin Wan*, Ueoefee the penes Monoism tor nµ4343 uwq s (tong, d Ise lad ke fhp003 purpossa &WSW aid Cold Amine iOntoree berg cr.,.\ tog... 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Ueda Gide https://www.fedex.com/shippingfaddressCheckerAction.do?method=doContinue 8/18/2011 CONFIDENTIAL Subject to Protective Order IATS - 000291 SDNY GM_02774396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261036 EFTA01339664 RE: certificate of registration-N162AE 'ibject RE: certificate of registration-N162AE From: "George Reenstra"' Date: Thu, 18 Aug 2011 15:44:42 -0400 To: "Katie Miller" CC: "Darren lndyke If you send it to me I will get It in the helicopter Send to george reenstra 10 fox run Allendale nj 07401 thanks George Reenstra Aircraft Services Group Inc 212 Route 94, Ste 2E Vernon, Ni 07462 Email: ueorcieftouget.com -----Original Messai From: Katie Miller Sent: Thursday, August a, zu JAZ VM To: George Reenstra Subject: certificate of registration-NI62AE Please find attached a copy of the original certificate of registration for the above referenced aircraft. Please send me the name and address of where you want it sent. Sincerely, Katie Miller forJoan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36TH Oklahoma City, OK 73179 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and of 2 8/18/2011 2:57 PM CONFIDENTIAL Subject to Protective Order iATS - 000292 SDNY_GM_02774397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261037 EFTA01339665 RE: certificate of registration-NI 62AE chngerous content by MailScanner, and is o lieved to be clean. 2 of 2 8/18/201 12:57 PM CONFIDENTIAL Subject to Protective Order IATS - 000293 SDNY_GM_02774398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261038 EFTA01339666 certificate of registration-N162A1 Subject certificate of registration-N 162AE From: Katie Miller Date: Thu, 18 Aug 2011 14:42.18 -050U To: g.reenstra@yourjet.com Please find attached a copy of the original certificate of registration for the above referenced aircraft. Please send me the name and address of where you want it sent. Sincerely, Katie Miller forJoan F. Roberts, Vice President Insured Aircraft Title Service 4848 SW 36TH Oklahoma City, OK 731 79 N162AE-cert of reg.pdf Content-Type: application/pdf Content-Encoding: base64 1 of 1 8/18/2011 2:42 Pk CONFIDENTIAL Subject to Protective Order IATS - 000294 SDNY_GM_02774399 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261039 EFTA01339667 Insured Aircraft Title Service, Inca Filing Time Serial Number: Return to: Tonya Butler OILco Ass' Reedaln CONFIDENTIAL Subject to Protective Order ATS-00()295 SDNY_GM_02774400 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261040 EFTA01339668 Insured Aircraft Title Service, Inc File g Time --72zje Serial Number r: 5O x c_ tin, ?cr zf: - rvr : : ; 2 rn x O) to ---,- Return to: Tonya Elia er .:. , :2 O; = 4 .`.-1 XS a X itl )3. -) p...• ..< o p Crl z b. CO co ••I 65 Reehicon to PisS" CONFIDENTIAL Subject to Protective Order IATS - 000296 SDNY_GM_02774401 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261041 EFTA01339669 Paperwork Redutdon Act Statement: The InfMI11111O11 collected an this form is necessa-y to obtain authorrratioo to trammit tignt motion to the Internalmai Registry Ole information is a condition for the Issuance of a unique author matron code. We estimate that it will take approximately 30 minutes to complete the form. Please note that any agency may not conduct or sponsor. and a person is not required to respond to a collection of info nation unless it displays a currently valid ()MB control number OMB 2120-069'7, AUTHORIZATION CODE IRN20110726120229 FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (Al least one party is required) Name ASI Wings. U.0 Address 151 Farmington Avenue. Hartford, CT 06156 Phone Electronic Address COLLATERAL: (Required) Aircraft Make/Model SIKORSKY S-76 Serial Number 760750 PARTY: Name Freedom Air International. Inc. Address Phone Electronic Address U.S. Registration Number N722JE Engine Manufacturerfalake TURB0MEDA ARRIFI 252 R O M A ARRIEL 2S2 Model Serial Number 42285 42286 ❑ Additional collateral listed on attachment TYPE OF INTEREST: (Al least one block mini be checked) ❑ Notice of Prospective International Interest, Prospective assignment, prospective sate ❑ International Interest O Contract of Sale ❑ Discharge or Release ❑ Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE. INC. 4648 S.W. 36Th ST.. OKLAHOMA CITY. OK 73179 (name, address, telephone number) 405-681-6663 (JR) AC Form 805043S (02/06) Page I of CONFIDENTIAL Subject to Protective Order IATS - 000297 GDNY_GM_02774402 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261042 EFTA01339670 Pape/wort Reduction Act Statement: The infornul ion collated on (Ins form rs necesmy mob= authorization to transmit Dior Illalt00 to the International Registry. The information is a condition for ❑e mom of a unique authorrya:on code We co nue that it ()ill Like appear:nudely 30 mimics to complete the tam Please note that any agency may not condat or sponsor. and a person is not rcquircid respond to, a collection of Information micas it displays a cuitcntly valid OMR control number. ONIII 21204697. AUTHORIZATION CODE IRN20110726121324 FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (Al least one party is required) Name Freedom Air International, Inc. Address Phone Electronic Address PARTY: Name ASI Mugs. LLC Address 151 Farmington Avenue. Hanford, CT 06156 Phone 860-2734386 Electronic Address COLLATERAL: (Required) Aircraft Make/Model Serial Number U.S. Registration Number $IKORSKY S-76 760472 Nte2AE Engine Manufacturer/bloke TUREIOMECA TUREOMECA Model ARRIFL PSI ARAIFI PSI Serial Number 20040 70533TEC ❑ Additional collateral listed on attache nt TYPE OF INTEREST: (At least one block must be checked) ❑ Notice of Prospective International Interest, Prospective assignment, prospective sale ❑ International Interest 0 Contract of Sale ❑ Discharge or Release ❑ Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE. INC. 4848 S.W. 36TH ST,. OKLAHOMA CITY. OK 73179 (name, address, telephone number) 405-M-6663 (JR) AC Form 8050-135(02/06) Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000298 SDNY_GM_02774403 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261043 EFTA01339671 Re: N162AE file-stamped copies of documents are attached Subject: Re: N162AE file-stamped copies of documents are attached From: Joan Roberts <jroberts@insuredaircraft.com> Date: 12:31 PM To: Ted Osgood CC: "' ike Mikolay < Mike Dwyer Corrected file-stamped copies of the documents are attached. This will also confirm that we are applying to the FAA to change N162AE (s/n 760472) to N162AD, then when N162AE is available, we are going to reserve it back to ASI Wings, LLC and ask the FAA to apply N162AE to s/n 760750. When N7221E becomes available, we will ask that it be reserved in the name of Freedom Air International, Inc. Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma city, OK 73179 www insuredairc .c •m On 7/26/2011 12:15 PM, Joan Roberts wrote: Joan Roberts Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 i,vww.insuredaircraft.com On 7/26/2011 12:05 PM, Joan Roberts wrote: I of 4 7/26/2011 12:31 PM CONFIDENTIAL Subject to Protective Order IATS - 000299 SDNY_GM_02774404 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261044 EFTA01339672 07/26/2011 13:17 4056883711 PAGE 01/01 Paperworic Redactkm Act Mattoon: The intonation collected on this form Is reciessary k obtain authorization m tresumil information tatty Incemstioreti Registry. The information in condition far the irikknee ors unique otelasehation code. Wo estimate the It will rake kgrereallatelY 10 minute" to compkie the romi. Please note that sny agency may not condint or sponsor. and a parson is not required to respond to, a collection of information traces it displays a carrently ealid OMB control numbet. OMB 2I2.0-0697. AUTHORIZATION CODE TEN20110726121324 FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (At least one party is required) Name Freedom Air International, Inc. Address Phone PARTI: Name AS/ Wigs. LLC Address 151 Rumington Avenue, Hertford, CT 06156 Phone 8804734386 Electronic Address Electronk Address COLIATEML: (Required) Aircraft Make/Model SIKORSKY S-76 Engine Manufacturer/Make Serial Number U.S. Registration Number 700472 NitrAE Model Serial Number TUARDMFrA TURBOMECA vj ARRIEL 21 20040 2053979E ❑ Additional collateral listed on attachment TYPE OF INTEREST: (At least one black mint be checked) ❑ Notice of Prospective International Interest, Prospective assignment, prospective sale ❑ International Interest 0 Contract of Sale ❑ Discharge or Release ❑ Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE. INC. 4840 S.W. 35TH ST,OKLAHOMA CITY, OK 73179 (name, address,telephone number) 4054814663 (JR) AC root 801),I3S (O/04) Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000300 SONYGM_02774 405 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261045 EFTA01339673 WARRANTY BILL OF SALE The undersigned, ("Seller"), is the owner of the full legal and beneficial title in and to that certain used Sikorsky S-76C helicopter (sometimes referred to as a S-76C+) bearing Manufacturer's Serial No. 760472 and U.S. Registration No. N162AE, with two (2) Turbomeca Arriel 2S1 engines bearing Manufacturer's Serial Nos. 20040 and 20533TEC, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in that certain Aircraft Purchase Agreement dated as of July _121_, 2011, between Seller and Purchaser, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided, that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. For and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto Freedom Air International, Inc. ("Purchaser"), all of Seller's right, title and interest in and to the Aircraft. Seller hereby warrants to Purchaser, its successors and assigns, that Seller is the lawful owner of the Aircraft and that there is hereby conveyed to Purchaser good and marketable title to the Aircraft, free and clear of any and all liens, claims and encumbrances whatsoever, and Seller will warrant and defend such title forever, at the sole expense of Seller, against all claims and demands whatsoever. EXCEPT FOR THE WARRANTIES OF SELLER SET FORTH IN THE PRECEDING SENTENCE, THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this.76 day of July, 2011. MI WINGS, LLC By: Aetna Inc., Managing Member By: Name: Meiindex Wes-the-7 0K Title: lisi;s4o4 Claraporntx- ce.cretcv Date: jit y a 4. .adn CONFIDENTIAL Subject to Protective Order IATS - 000301 SDNY_GM..02775406 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261046 EFTA01339674 • FORM APPROVED OMB No 2120.0042 ANTED STATES OF AMENCA DEPARTMEM OF TRANSPORTATION /1WAAL ONTTION ACNINISTRATICNAINI MONTIC0/EVACPONNITICat CD/TEA *OCTOPI REGISTRATION APPIJCATION CERT: ISSUE DATE ciagglaErSaticR N ‘ (0 a AE MICFSMANUFACTUFER 8 hale ik. gigs/ORSICA3 S JI(DC AIRCRAFT No. —I Gin L{^I L. FOR FAA USE ONLY TYPE Of REGISTRATION COWS Cow Dui 0 1. Individual 02. Pannetenip NP rampaetion 04. Co-Ownw OS. Government De. NonDitizen CapOration O9. NOn.CetizenCorpotelka Co-Oveser NAPE On APRJOIAIT (PariONKI infra on eVklence a ospotiNp. II mama/P.9 n ha nom. NM riaTI0 anti TM -a) Fref..c/ ovv-) 4 1 v--Tin -1-cilnai oR 4 1 tit% C. ) TELEPtONI M./MEER ( I ADOPES$ reonamord ina1109 address tor fit lippleani on loll Cl PO. Da is used. enema OPOINIS run ONO be ohemMi Norte, arcei tree: ADSEC LOASICRC,Ca 1 Si/I i kit itao-) Paws PD. Sue ENV \ 4 ; I Inl ( te‘ STATE -1::)e DP CCOE ADD t3 0 CHECKNER YOU ARE ONLY REPORTING AtHANGE OF RESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. prase or Mytoemp ammo/ Ia any (women in MS SPOK4bOn may Oe prOyncls Ia punishapon bY Ire and/. nnn,40. 1'... (US. Coat Tx. le. Sac NM). CERTIFICATION VAC Cutts"( IC TA* llm abbe "Pa', M eanod by ol mo Unit/ Slates. the 'dmired 'poste, yam n a dile SiNtAINg capwarimel 'a wimp trust ewe cameo. Puss*: I or: 211.52( Caf PE_PPPW1010/NL • A reSideni alio,. min aka mgeo0On ram IASI et Pam 1.551) No. Is and A ea:oaten aid eon/ft cmppatkaul N awaited and Oorq ttoMoas Under Pm Awn Cl OWN .0•00:000 a based one save/ mom, in Ma WANE Sloss. meads a Ron haws ate avklar ION Q) TE No Tha Ise Segal is nal spasm in'd P.O Cams ai any IMMyo 0:040Y: ad le0ad valence a ~amp Is weave a has boon Ned with Me Federal ANN/al AamInbuolko NOTE: If exact/led ICI CO-NoencriNp all applicants must Sign. USE remise ads it rieCINSary. TYPE OR PAINT NAME BELOW =NATI/RE CACN PART OF THI APPLICATION MUST Of SIGNED IN INK. StGemasPE .)DteXABAnii . ‘Dt/saitLE. Vic49,-eziceed- 7-2-4-./ MuTE FE TRW DATE DATE ROIL Prong Sys. awing in NINcti of Me Conlon at Moen Ropluntbn. a/pagan Thy be operated prop/600nm at spoon os 00 re the PINK Cady Of Otis oppficaMa mai loo carved in lh Soak AC Foam 0M0.1 (1/09,049 0052-00-6284001) SuParsocIss RaMous EdMon CONFIDENTIAL Subject to Protective Order IATS - 000302 SDNY_GM_02774407 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261047 EFTA01339675 Paperwork Reduction Act Statement: The information collected on this form is necessary to obtain authorization to transmit information to the Intonational Registry The information is a condition for the Issuance of a unique authonmiron code We estimate than will take apprommately 30 minutes to complete the form. Please note that any agency nuy not cenduct or sponsor, and a prison is not required to Tettiond to, a collection of information unless it displays a currently valid OMU comtol numkr OMB 2120-0697. AUTHORIZATION CODE FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (Al 'Mt one party is required) Name Freedom Air International, Inc. Address Phone Electronic Address COLLATERAL: (Required) Aircraft Make/Model SIKORSKY S-78 Serial Number 760472 PARTY: Name ASI Wings, LLC Address 151 Farmington Avenue, Hartford, CT 08156 Phone 860-273-3386 Electronic Address U.S. Registration Number N167,AE En ine Manufacturer/hi:Ike Model Serial Number r il.kdrarlint •- 0 Additional collateral listed on attachment TYPE OF INTEREST: (At Intl one block must be checked) 0 Notice of Prospective International Interest, Prospective assignment, prospective sale 0 International Interest 0 Contract of Sale 0 Discharge or Release 0 Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE, INC. 4848 S.W. 36TH ST.. OKLAHOMA CITY. OK 73179 (name, address, tekphone number) 405-681-6683 OR) AC Ram 5050.135 (02/06) Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000303 SDNYGM_02775 408 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261048 EFTA01339676 7-26-11 7:30 run N722JE/ N162AE HOLD UNTIL JOAN CALLS YOU! Please date does!!! FEES: $5.00 for N722JE $5.00 for N162AE Subject to Prot.. Order IPTS- DOM. SON,,a27.0B SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFE,9_00261009 EFTA01339677 FedEx Ship Manager - Print Your label(s) https://www.fedex.conthippinp/addressCheekerActioado?method-... From (405)681-19363 Gion OKCA Lorin BMi Inured liscroA St Serve. he 4S4S SW. 3611SL 0ktiliom• Ott OK 73179 Shp OS.. 251111 &drag, 0 I LB CAD 10217321911E1311O fillP TO: CM) 1531Ille Executive Jet Management 58 LINDBERGH DR HARTFORD, CT 06114 BILL SENDER Doi yeti •. o. o los Rae NI22JE 6 NISI& Irivowe PO 0 IN't TRK0 XE KXAA TUE - 26 JUL Al PRIORITY OVERNIGHT 06114 CT US BDL MIss petty tit 1st r*Att bsanIXI NWfN9tb Pin y tbEnbyasIan, aural ten& 2. Fab to itlriled pope 'kat er loritctot V. 3. Pb Oil itdWilypath WO Matt, yet *Oran It MY te bateoto pOrket d to MO Ctr. be its, ant stare" Wotan; woo* to pares Mae, WM fOr tOfflorti ()WV a ph:4-xoGY H ribs tk;CT-Ti Pscolcs ..frosTLT0 Nil CO*, f° "Wm/ tarif thine. eta, WO tie arcotafon of new < oft roc0-t. 1, 4 Ufa/ Is µMo f MOWN tat women iota Moira coition new Wort Foto Soot* OOP. .slab of Co:Oaf m tot, as rot to filtpOPOOff to soy [IS In coo. of fOCO ow Woof anew f w off" of oo. nano OW fel Oetorf natotorys• nhlterriaer, 10. *a giro via Ft en ONO rol (Soo OX0010,1yOur Waal In, atel f b lot, Otto Mayo bon toon. t Sere appit lintale tea nit Ir in Ins ra.doi Ilmsc •YlealryfratJap. Vas OW* nem roonslarol. festoys Inc onto foo awe loon d dews %Saw *to oet41/~Neel spr-4I a Mello be pillar IM In itAvige10•9m1 wit Rnertry <awl oast leloititoof wool Ices Nile, um Ice Wit el...Entity van a. $530. • jerenary,groxon mitA, ro)Otetle imtuneelt aid ens Mem Welk OW Sed(404/01. ci - a Ia. to Ow IONA att WM*. sow F PER Sink* 04). I of I 7/25/201I 3:32 PM CONFIDENTIAL Subject to Protective Order IATS - 000305 SDNY_GM_02774410 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261050 EFTA01339678 FC4IM APPROVED OMB NO. 21204042 UNITED STATES OF AMEPICADEPARTIIENT Of TRANSPCEITADEN laNALNINTIONADMISTRATIONAMICE lealgOliCYAINIMMITICALCV411.1 • AIRCRAFT =IPA DON CERT: ATE a:ISMER N E itiRefUerSt aiRER1 . STIOC AIRCIIMT . SERIMMot c oo ....7 ...._ TYPE OF ITO)STRAllgal (Cho* Pio boa 01. Inividual 02. Partners,* O. Corpselike 04. 0 R. Non-Ciliien Ceepamtion Fl B. teen-Citizen 5. NAME OR APRJCANT Qiimeson(a) Shown on cralanee a ovnenNg. II Inclidclual. On Fre.C. el 0 tel/1 Aiv- 4-:cir OPIAL ± .11C... 4 ClItt 112UP,IONE Noun[ ( I k e ADDRESS0'0~0M Nuns. and MN* Rural Rout*: manna Andros I Mlappleani CO aal) Of P. Med. Mal .1010 be thown)• krr a i FA t A 6( 1 : Z DO -)._ an \4 ' i I IM i WO \ XP CODE is %03 0 CHECK ATTENTION! • A laho Of diShOnett Mt CallInein II) Thal Ms *cue 04 ow Unte4 ft ikdng vuu, Pelt ONE.A5APPKEIT a. . Arm:Mart b. A non-cilizen - and sde • inspaacn to That the zdrcraidt p:. That legal *V NOT TYPE OR P \1-Z)V HERS YOU Read the Watt 10 Wry inutenon *wall is owntd Slates eke Mains a aliceo.rah caierized *east el ARE N EP G ACHANGE folio g s ate nt fore signing This i US mploted. In ti, cation Y s tor wilt/mint 5 T ICON ER • A ION OF this application. by In, anat.. ccaporat an) ADDRESS Pnpriscrrntra - ), CI, .. • kr a Undoleala ;at* t a C.4atfinnc)4Y0 a ' ns 'prtmealy In St o. Form 1.551) /b. are avrAnt* business (moot the Lev( ol (alabg . ay twin Sign newel ex figla hors, aid of any loreign musky; and vvirship la has been Nal all, tn. Y.:4yd A4abon AtImInnizaece. ' t tiled A ir snip ell *Scants must sign. Use reverse side II necessary. - ME BET— SIGNATURE PART OF CATION MUST IN INK, ei . ni V iccPre. itie Ci+ f DATE teN K . aa-chr WC TIRE DATE I Wrian er g‘a TITLE DATE NOTE Panclne recelpl MAO Corlatate 04 Magi nesetrouco.lhe Leath mai be aparalad fan oetsd not In exam of SD OEM asap wild% Sr* tr.• Few caw Of dataaseesen nal be clelal al he ann. AO Pam 00504 ll/09( P45.10052-004326-9307)3upersodes ProwSaus Eddon CONFIDENTIAL Subject to Protective Order IATS - 000306 SDNY_GM_02774411 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 105 I EFTA01339679 FORM APPROVED OMB No. 2120.0042 UNnED SEAMS OF AMERICA DEPARTMENT OF 11EANSPORTATION sCOGAALAvIalONADOA0011447101•44PMWONAOMITAMOMAIMOU WM% • PJACPAST REGISTRAWN APPUCATON .fl,., OEFIt lE(WE DATE we 44, • ..mmAillaimm N 722JE MICRAPIMANUFACTUREIT&MOLIEL Keystone (Sikorsky) S -76C WON'T SERIAL NO. , 760750 ei . - • TYPE Cf RECTSTRMION Chock Ono tog 0 I. IrtdMOuel -02. ParInOONO • . 83. CerPorebn 04$ Co- 5. 0 8. tiOn-Citiam Oorpore;On CI El, Non-OliTen NAME Ca APPUCAHr IVa,c*1 known on inTdonai ot °PCP. If luvivkluot 0. 0 Ord I AT * ASI Wings, LIZ Ara Cla num‹,"„„fmaj8601 273-0386 k 474) on sump met ADDRESS (Patentee matg pIdepis tot litsI exam( Ow be I . 151 Farmington Ave :5::1 A.Tolobr incl poet Rog A0,* Dry , '' tnt i L Hartford ecir :0-- i VP COLE -106166' • : q CHECK HERE IF YOU ARE ON EPORI4.I G'A CHANGS0F ADDRESS Es•- • ATTENTION! Read the follotpg statem£nt EiD1Ore signing this application. Ibis p is MU iSCVMplOted. :•;' A tone or denotes, wen to my quanta In eV / auc itov‘en RV puoiannt gra, Ondia Impleanmont S C. 10011 • ER4kATION\ UWE CERN', ...> ‘ Xi k (1 Tonne *NA b under $ A c,:..Ion ir4LKIN#IrparaliOng ol Ita WW1 ., Of 401WInni.giiIniarn• 1• Fa St of Conn 1451) No balms pic( No Imo of Motel enamel guilt primacy Norco siiitescassona ersiateours are lasasseay • . Y°P . .. p) Thu tho Swift is al env rails cowls): PPS ' / ... ..' ' p) ITN** hes 000,4101.011 Ow Pods! A,Iedon AdraktIsbvsbn. A.,. i... . . . . ... .. . NO enship Stet:Oltenia must sign. Use ramose Side it neonsatity. TYPE OR EIRTRNATURE EACH PART OF THIS APPLICATION MUST SE SaNER IN INte., ) • RgItistant Ccieporate ecretary of Aetna Tnc.-„ DATE 6LtY einda Westbrook , Managing Member of ASI Wings, LLC sae i ARE . • DATE NOTE Peedimermeipt el No Orticatit of Mean AntiPayon. the See men be Rented lore plebe not in excess 04 90 OTTLEKANI •PTOTINA tee AM( ten/ M MP epramiloniefrel be Solid In the Swan. • AC Faro 8050-I (1/09) (NSW C052-00128-9007)SuPersados Pmts.* RINbn CONFIDENTIAL Subject to Protective Order IATS - 000307 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774412 and 17 EFTA_0026105/ EFTA01339680 RE. N722,1E& Nie2AE-Docincilts in Escrow Subject: RE: N722JE & N162AE-Documents in Escrow From: Ted Osgood Date: Mon, 25 Jul 2011 16:20:04 -0400 To: Tonya Butle Darren Indyke S George Irena Damnjanoska , Jap Blankenship "Marcroft, Coreen , Anthony Dennis ac osep CC: Mike Dwyer Mike Mikolay Please send the pink slips to Aetna's hangar in Hartford, CT, since both aircraft will be there at closing: Executive Jet Management 58 Lindbergh Drive Hartford, CT 06114 Ted Osgood Aircraft Sales Director Guardian Jet, I.LC 1445 Boston Post Road Guilford, CT 06437 www.Guardiaget.com Front: Tonya Butler Sent Monday, July 25, 2011 4:14 PM T : Darren Ind ke• Geot Reenstra; Ted Osgood; Irena Damnjanoska; Jap Blankenship; Marcroft, Coreen Anthony Dennis Subject: N722JE & N162AE-Documents In Escrow Please find attached copies of the original documents held in escrow for N722JE and N162AE. We also received the pink slips from the AFR for both aircraft. The parties will need to keep the pink slip in the cockpit of the aircraft, until the certificate of registration is completed. Please advise what address you want us to send the pink slips back to by Fed-Ex. Sincerely. Tanya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma O OK 73179 1012 7/ 25/ 201 t 3:28 I'M CONFIDENTIAL Subject to Protective Order IATS - 000308 SDNY_GM_02774413 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261053 EFTA01339681 RE N722.Oi& Ni62AE-Docinnents in Escrow yominSULISIAralud100.1 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 012 7/25/2011 3:28 PM CONFIDENTIAL Subject to Protective Order IATS - 000309 SDNY_GM_02774414 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261054 EFTA01339682 FEJ.T FRS SNIDER ATTORNEYS AND COUNSELLORS AT LAW KUM SNIDER SLANNENSOPP SNLEY 6 WORN& P.C. OKLAHOMA CITY ■ TULSA July 22, 2011 VIA HAND-DELIVERY Insured Aircraft Title Service, Inc. Attn: Kim Thompson 4848 SW 36th Street Oklahoma City, Oklahoma 73122-2116 Re: N722JE and N162AE Dear Kim: IRENA DAMNJANOSKA ASSOCATE Pursuant to Section 5(bXiiXB) of the Purchase Agreement between ASI Wings, LLC as Purchaser and Freedom Air International, Inc. as Seller covering N722JE, enclosed is an original of the application for aircraft registration executed by ASI Wings, LLC. Pursuant to Section 5(b)(iXA) of the Purchase Agreement between ASI Wings, LW as Seller and Freedom Air International, Inc. as Purchaser covering NI 62AE, enclosed is the original of the Warranty Bill of Sale executed by ASI Wings, LLC as Seller. Please let me know any questions you may have regarding any of the above. lD/tjb Enclosures S70265310XQ V truly rena njanoska Forth inn 100 NORTH BROADWAY. SUITE 1700 OKLAHOMA CRY, OKLAHOMA 73102-8820 voww.fellensnIder.com TELEPHONE 405.232.0621 ■ FAX 405.232.9059 CONFIDENTIAL Subject to Protective Order IATS - 000310 SDNY_GN1_02774415 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261055 EFTA01339683 DARREN K. INDYKE Darren K. Indyke, PLLC 301 East 661b Street, 10B New York, New York 10065 email: dkiesq@aolom July 21, 2011 VIA FEDERAL EXPRESS (405-681-66631 Ms. Tonya Butler Escrow Assistant for Joan F. Roberts - Vice President Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 Re: Sale and Purchase of N722JE and N162AE Dear Ms. Butler: In connection with the Closing Escrow maintained by Insured Aircraft Title Service, Inc. for the sale by Freedom Air International, Inc. ("FAI") to ASI Wings, LLC ("AV) of N722JE and for the purchase by FAI from ASI of N162AE, I have enclosed the following executed, but undated, documents for you to hold in escrow: 1. Warranty Bill of Sale of FAI relating to sale of N722JE to ASI; and 2. FAA Aircraft Registration Application on form AC FORM 8050-1 relating to registration of N162AE on behalf of FAI. These documents are to be held in escrow subject to and in accordance with the provisions of the Aircraft Purchase Agreement entered into as of July 18, 2011 by and between SAI, as purchaser, and FAI, as seller, relating to the purchase and sale N722JE, and the Aircraft Purchase Agreement entered into as of July 18, 2011 by and between SAL as seller, FAI, as purchaser, relating to the sale and purchase of CONFIDENTIAL Subject to Protective Order IATS - 000311 SDNYGM_02774416 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261056 EFTA01339684 N162AE. Pleas i t of the enclosed documents by email to the to lap Blankenship, Esq. at Thank you for your assistance in these matters. Sincerely, Clut-U-0- 1( Darren K. Indyke CONFIDENTIAL Subject to Protective Order IATS - 000312 SDNY_GM_02774417 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261057 EFTA01339685 ARAUTP22 AIRCRAFT REGISTRATION SYSTEM 06/29/11 ARAUTM30 LIMITED LIABILITY INQUIRY 08:03 Phase Name : ASI WINGS LLC (DE) Effective Date : 10/29/1998 Expire Date Limit/Restrictions : NONE Authorized Signer 1. MEMBER 2. 3. 4. Accept Date : 12/22/2009 Accepting Examiner : Christine Mounger Enter-PF1---PF2---PF3---P£4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- OPT MAIN PREY CONFIDENTIAL Subject to Protective Order IATS - 000313 SDNY GM_02774418 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261058 EFTA01339686 8 0 To: Federal Aviation Administration 0 Civil Aviation Registry 0 Aircraft Registration Branch 0 P.O. Box 25504 Oklahoma City, OK 73125 8 Date: November 30, 2009 Re: Statement in Support of Registration of United States Civil Aircraft in the name of a Limited Liability Company Ladies and Gentlemen: ASI WINGS, LLC (the "LLC"), is a citizen of the United States as defined in 49 U.S.C. § 40102(a)(15), and is eligible to register aircraft in its name. In that regard, the following representations are made: I. The LLC is lawfully organized in the state of Delaware. 2. The effective date of the LLC is October 29, 1998. 3. The name of each of the members of the LLC and the type of entity of each (i.e. individual, corporation, partnership, or LLC) are as follows: Name Type of Entity U.S. Citizen Aetna Inc. Corporation Yes X No 4. The LLC is managed by the sole member and the member may ac independently. 5. The member named above is a citizen of the United States as defined in 49 U.S.C. 40102(a)(15). ASI WINGS, LLC By: Aetna Inc., Managing Member By: adtlejL Name: Mel Yid a. CS 1-b }IDOL Title JuIsi dStiVair trutieSechituy SOI 1332:03173 CONFIDENTIAL Subject to Protective Order IATS - 000314 SDNY GM_02774419 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261059 EFTA01339687 VIII0HT1)10 1.113 VW0I1V-1110 LS Z1 Wd OT OM 6002 Ii01.1.1MISI03111O21311IV VV3 H11M 03114 CONFIDENTIAL Subject to Protective Order IATS - 000315 SDNY_GM_02774420 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261060 EFTA01339688 IR Forms & Filings CONFIDENTIAL Subject to Protective Order IATS - 000316 SDNY_GM_02774421 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261061 EFTA01339689 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul 2011 at 17:41:59 GMT Transaction Statement No: 15816642 Services supplied to Organisation: Insured Aircraft Title Service, Inc. 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United States Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction II) Description Quantity 26 Jul 2011 1428AA1F31 INTEREST - REGISTER • SIKORSKY / S-76/ 1 760472 Price (USD) 100.00 Subtotal (USD): 100.00 VAT (USD) charged at 0%: 0.00 Total (USD): 100.00 Credit Balance: 8,440.00 Payment Method: PREPAID This is not a request for payment. Payment has been made in full. Aviareto Regjalefed Office: Aviareto Still< 3. Plaza 255. Blanchardsion Co. pond° Park Ptase 2. Olonthardtiown, Dublin 15. Republic of Ireland VAT registration number: lir:6403536Q CONFIDENTIAL Subject to Protective Order IATS - 000317 SDNYGM_02774422 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261062 EFTA01339690 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul 2011 at 17:50:45 GMT Transaction Statement No: 15816964 Services supplied to Organisation: Insured Aircraft Title Service, Inc. 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United Stain Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction ID Description Quantity Price (USD) 26 Jul 2011 1428B235A1 INTEREST - REGISTER • Turbomcca / Aniel I 50.00 251/20040 Subtotal (USD): VAT (USD) charged at 0%: Total (USD): 50.00 0.00 50.00 Credit Balance: 8,340.00 Payment Method: PREPAID This is not a request for payment. Payment has been made in full. A viniao Regisiered Office: AVISHCIO Limib4 Suite 3. Plaza 255. Blowhards:soon Corporate Puk Phase 2. Dlanchartlaiort. Dublin IS, Republic of Ireland. VAT registration number: 166403536Q CONFIDENTIAL Subject to Protective Order IATS - 000318 SDNY_GM_02774423 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261063 EFTA01339691 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul 2011 at 17:55:22 GMT Transaction Statement No: 15817284 Services supplied to Organisation: Insured Aircraft Title Service, Inc. 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United States Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction ID Description Quantity Price (USD) 26 Jul 2011 1428B66EAF INTEREST - REGISTER - Turbomcca / Arriel 1 50.00 251 / 20533TEC Subtotal (USD): 50.00 VAT (USD) charged at 0%: 0.00 Total (USD): 50.00 Credit Balance: Payment Method: This is not a request for payment. Payment has been made in full. 8,220.00 PREPAID Aviamo Remstaed Office: AViCIITIO Limited, Suite 3, Plait 255, BLancltudttown Comet-ate Pork Phase 2, filanchardsumn. Dublin IS, Republic of Ireland. VAT registration number: 166403536Q CONFIDENTIAL Subject to Protective Order IATS - 000319 SDNYGM_02775424 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261064 EFTA01339692 07/26/2011 13:10 4056883711 PAGE 01/01 Paperwork Redaction Au State/mat: The information collected on this form h necessary to obtain authorization to Irefivrvig infmnation to the Intonational Rcimry. 11w information is a conirtion for the iskalkirt ore tUtlitn authorization code. We CS0Male ihtil it win take 1pprOM Meekly JO minutes tocomplete the form. (lease rote int any spiny may MX COMM Or sponsor, and n person requited to respond M, to.. collection of infatuation untcm ft displays a eurrordly valid OMR control number. OMR 2120697, AUTHORIZATION CODE IRN20110726120229 FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (At least one party is required) Name ASI Wings, LLC Address 151 Farmington Avenue, Hartford, CT an 58 Phone 880.2734388 PARTY: Name Freedom Air International, Inc. Address Phone Electronic Address Electronic Address COLLATERAL: (Repaired) Aircraft Make/Model SIKORSKY S-78 Engine Manufacturer/Make Serial Number 760750 Model Registration Number Nr4,IE Sctial Number TuReoitigedt -runsomEcA ACRIEi Pa2._ AFIRIFL282 422$5 42256 O Additional collateral listed on attachment TYPE OF INTEREST: (At least one block must he cheeks) El Nodes of Prospective international Interest, Prospective assignment, prospective sale ID International Interest I71 Contract of Sale O Discharge or Release O Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE. INC. 4848 S W, 36TH ST.. OKLAHOMA CITY, OK 73179 (name, and rem, telephone number) 405-681-6663 (JR) AC Pore, 5050.13$ (02/0a) Page 1 of CONFIDENTIAL Subject RS Protective Order IATS - 000320 SDNYGM_02774425 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFUL00261065 EFTA01339693 WARRANTY BILL OF SALE The undersigned, FREEDOM AIR INTERNATIONAL MC. ("Seller"), is the owner of the full legal and beneficial title in and to that certain used Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C-H-) bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Turbomeca Arriel 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in that certain Aircraft Purchase Agreement dated as of July I R , 2011, between Seller and Purchaser, and also including all airframe, engine and accessory logbooks, night and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft"); provided, that the term Aircraft as used herein does not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. 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, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto ASI WINGS, LLC ("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 owner 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 liens, claims and encumbrances 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 OF SELLER SET FORTH EN THE PRECEDING SENTENCE, THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller his caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this o day of July, 2011. FREEDOM AIR INTERNATIONAL INC. bo "3 t-- )- z co tii tad 2 p D ) ... c{ I:2LL <F-- z< •• an I- < CONFIDENTIAL Subject to Protective Order IATS - 000321 SDNYGM_02774426 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261066 EFTA01339694 FORM APPROVED OMB No. 2120-0042 NOTED STATES Of AMERICA DEPARTMENT OF IRANSPORTADON TEITIRAT.MWICTI AOITIMISTAOTIONASTA MONTIONAY IAROKWITICAL MITES AMCRAFT REOGITIATTONAPPLICAllON CERT: ISSUE DATE REGIVIMA VTEMOEFI N 722JE ASCRAFT MANUFACTURER & MODEL Keystone (Sikorsky) S -76C ASICRAFT SERIAL No. 760750 FOR FAA USE ONLY TYPE OP REGISTRATION fl eck One Wee O 1. InOWO.441 O 2. Partnere:11OP EIS. COrPORITIOn O 4. CO-Ovenew O 5. GOvernment O S. Non-Citizen Ceeporalion O 9. Non-Citizess Corporation Co-Owner NAME OR APPLICANT (Penorpl mown on enTesnee of ownenshie It in...duel give tel rano. Net name. and mdse mil's" ASI Wings, LLC TELEFITCHE NUMBER: I 860) 273-3386 ACCOIESS FATITAInted Malec, AMAPA lot NI acceeeni on Need P.O. Box is wed. PITY4441Oen* vial ODA DO earn) Plonlier and stoolor 151 Farmington Avenue We Delft P.O. Roc Ott' Hartford STATE Connecticut VP COOE 06156 O CHECK HERE IF YOU ARE ONLY REPORTING A CHANGE OF ADDRESS ATTENTION! Read the following statement before signing this application. This portion MUST be completed. A Rae at clePoosst rep. IC eny CpaitICA ET Via appplEatiy, 'nay broom:1i (Cr p,a*M'.nl by Me aniThr wrpnycoment N.S. Cos*. Tom II. Soc. TOON. CERTIFICATION ME CERTIFY. (II ThS the above pica* inorepl by the under/apnea epeeteant ate is a teem {ACACIAS oorporatceal a norms SIMee. Par vote vest. give earns el sumer A Or c4TECK (WE AS A/ ePROPII/ATP 4 A Neident Sen. web Oen nootramon "cent 1.151 or Fenn 1451) No. A A non-DADDIEEEDOETOTTO EEIWYPOS and clog wane** order so Tex al(Diais end sem eircen e Imes end peirnAlly used in the Uneed SIGN. FlecodeceMoM sours we essedale ter IfiSpeaket A III Ilan es airerS is net mestere:I ..der ihe rename toregn 0Oulary; MO MIA& MAW OVTienC• at opnennip is Ma, or Me been lied wan me Feet.* Asietice Adninlerelen. NOTE: If aima9O9 lot ca-OvisvirshiP all scoscants must sign. Use reverse side if necessary. TYPE OR PRINT NAME BELOW SIGNATURE EACH PART Of THIS APPLICATION MOST SE SIGNED IN INtc NAWAE S Alistant Corporate ecretary of Aetna Inc. DATE 9.44‘ -// -," SIDRA Melinda Westbrook Managing Member of ASI Wings, LLC DATE SIGNATURE TITLE DATE NOTE POPTAEIT TCOPPT a ITTOGoleal* 44 Reath 41•901,1411. 1. Th• *ATM max ITTE APETawynots woo not in <Ara el 90 dem S welch thee the NW COpy of INC ipPTCAPOn mull be Carrlenl the Perak AC Form90904 (/00) MST. 4052-00.621140071 Sup/soda Pne•Tows Eileen floe N zaa LLi tu ci. 2 2 FL. D OIL •t Owe? _I I- 9 < Z< • • LLI < O I L CONFIDENTIAL Subject to Protective Order IATS - 000322 SDNY_GM_02774427 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261067 EFTA01339695 Paperwork Reduction Act Simonton The information collected on Um form is necessary to obtain authorization to tlaronlit information to the Intemmional Registry. The information is a condition for the issuance of a unique authorization cede. We estimate that it will take approximately 30 menuies to complete the Tam Please note that any agency may not conduct or sponsor. and a person is not required to respond to. a collection of information unless it displays a tUffently valid OMB control number. 0082120-007. AUTHORIZATION CODE FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (Al least one party is required) Name ASI Wings. LLC Address 151 Farmington Avenue, Hardord, CT 06156 Phone 860-273-3386 PARTY: Name Freedom Air International, Inc Address Phone Electronic Address Electronic Address COLLATERAL: (Required) Aircraft Make/Model Serial Number U.S. Registration Number SIKORSKY 3-76 760150 N722JE Engine Manufacturer/Make TURBOMECA TURBOMECA Model ARRIEL282 ARRIEL 282 Serial Number 42285 42286 ❑ Additional collateral listed on attachment TYPE OF INTEREST: (At least one block must be checked) ❑ Notice of Prospective International Interest, Prospective assignment, ',mutt-live sale ❑ International Interest 21 Contract of Sale ❑ Discharge or Release ❑ Other (specify type) SUBMITTED BY: INSURED AIRCRAFT TITLE SERVICE. INC. 4848 S.W. 36TH ST.. OKLAHOMA CITY. OK 73179 (name, address, telephone number) 405.681-6663 (JR) At Form 5050433 (Mm6) Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000323 SDNY_GM_02774428 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O261068 EFTA01339696 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul2011 at 17:59:59 GMT Transaction Statement No: 15817602 Services supplied to Organisation: Insured Aircraft Tide Service, Inc. 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United States Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction ID Description Quantity Price (USD) 26 Jul 201 I 1428BAA9D0 INTEREST - REGISTER - SIKORSKY / S-76/ I 100.00 760750 Subtotal (USD): 100.00 VAT (USD) charged at 0%: 0.00 Total (USD): loo.00 Credit Balance: 8.085.00 Payment Method: PREPAID This is not a request for payment. Payment has been made in full. Avarcto Registered Office: Aviattio [Amsted. Suite 3. Plan 255. Blanchardsteval Corponte Pa* Phase 2.11Inewhaubsown. Dubin IS, Republic of Inland VAT registration number: 166403336Q CONFIDENTIAL Subject to Protective Order IATS - 000324 SDNY_GM_02774429 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261069 EFTA01339697 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul 2011 at 18:05:10 GMT Transaction Statement No: 15817924 Services supplied to Organisation: Insured Aircraft Title Service, Inc 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United States Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction ID Description Quantity Price (USD) 26 Jul 2011 1428BF655C INTEREST - REGISTER - TURBOMECA / I 100.00 ARRIEL 2S2 / 42285 Subtotal (USD): too00 VAT (USD) charged at 0%: 000 Total (USD): too.® Credit Balance: Payment Method: This is not a request for payment. Payment has been made in full. 7,935.00 PREPAID Reelect* Repisteted Offiec Reelects Limited. Suite 3, Plan 255. fitembetteseeseet Coepoiale PAP Phase 2, abaci...Widow" Dublin I5. Republic of Ireland. VAT registration number: 1E6403536Q CONFIDENTIAL Subject to Protective Order IATS - 000325 SDNYGM_02774430 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261070 EFTA01339698 aviareto Transaction Statement Issued by Aviareto Limited, Registrar of the International Registry for International Interests in Mobile Equipment (Aircraft Equipment) Created on 26 Jul 2011 at 18:10:17 GMT Transaction Statement No: 15818082 Services supplied to Organisation: Insured Aircraft Title Service. Inc. 4848 SW 36th Street Oklahoma City, Oklahoma 73179, United States Organisation ID: 7524 Name: Brenda K. Cobb Services Supplied Date Transaction ID Description Quantity Price (USD) 26 Jul 20I I 142804132/) INTEREST - REGISTER - TURBOMECA / I 50.00 ARRIEL 2S2 /42286 Subtotal (USD): 50.00 VAT (USD) charged at (r/o: 0.00 Total (USD): 50.00 Credit Balance: Payment Method: This is not a request for payment. Payment has been made in full. 7.88500 PREPAID Aviareto Regigeted Office: AviateM Limited, Suite 3, Plaza 255, Blancharduown Comorate Park Phase 2, Blancharattown, Dublin 15. Rcpubbc of Inland. VAT registration numbs: IE6403536Q CONFIDENTIAL Subject to Protective Order IATS - 000326 SDNYGM_02775431 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261071 EFTA01339699 International Registry Page 1 of I Horne User Area Registration Area Search the Registry Fees and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish FADS (Frequently Asked Questions) Contact Us Annual Statistical Report Help Login Judy iluntomen insured Aran Dee Service. Inc Logout s t S nr - i2 , Fad INTERNATIONAL REGISTRY OF MOBILE ASSETS Ig Request Authorisation to work on Aircraft Objects Authorisation Request Confirmed nor ataxmaron reGJOUS ale being processed. You mil be contacted by email as each mandual request is approved Manufacturer Name Model Designate Manufacturers Serial Number SIKORSKY S-76 '760750 TURBOMECA IARRIEL 2S2 42285 12ft2 , > TURBOMECA IARRIEL 2S2 142286 SIKORSKY S-76 760472 C rurborneca ;Atrial 2S1 20633TEC • 1 J Entity ID Elgin Nam Freedom Mr Internabenal. Inc -_aer govea 293884 Aso WWogs. ,. U-C --appg—Chied Return to start By elating this site you aclutowledge and agree to all terms and conditions stated heron Intns://www.internationalreeistrv.aero/irWeb/DageflowsAvork/Reeistrations/RequestAircraftObiectkonfir... 7/25/2011 CONFIDENTIAL Subject to Protective Order IATS - 000327 SDNY_GM_02774432 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261072 EFTA01339700 Fagg 1 of I Intel national Registry Home User Area Registration Area Search the Registry Fees and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish PACs; (Frequently Asked Questions) Contact Us Annual Statistical Report Help Log-in Judy Huntoman Insured Aircraft Title Service. Inc Logout Ida INTERNATIONAL REGISTRY OF MOBILE ASSETS Ea Request Authorisation to work on Aircraft Objects Authorisation Request Confirmed Your authmisaben requests are being Inalned You vale be ccntaded by email as each individual request is SW0v00 Manufacturer Name lAzdel Designator Manulactuses Serial Nutabar ITurbraeCa i lAttiel 2S1 1120040 Entity ID Entity Name _arogea 1293884 I Freedom Air Internat.:nal, Inc Return to start By anteing this site you adwortteOge and agree to all terms and conditions stated herein ',tiny/to:km iniernationalreeistrv.acm/irWcb/pageflows/work/Registrations/RequestAircraftObjectkonfir... 7/26/201 CONFIDENTIAL Subject to Protective Order IATS - 000328 SDNY_GM_02774433 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261073 EFTA01339701 Net witional Registry - Authorisation Approved Subject: International Registry - Authorisation Approved From: Date: Tue, 26 Jul 2011 14:38:53 +0000 (GMT) To: ***Please do not reply to this email*** •••Please keep this email for future reference••` Your application to be authorised to work on the following aircraft object on behalf of Freedom Air International, Inc. has been approved and you can now register your interests on www.internationalregistrv•aero. Manufacturer: Turbomeca Model: Arriel 2S1 Manufacturer's Serial Number: 20040 Authorising party: Freedom Air International, Inc. Contact us: Via the International Registry Helpdesk at This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/26/2011 9:46 AM CONFIDENTIAL Subject to Protective Order IATS - 000329 SDNY_GM_02774434 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261074 EFTA01339702 In :rna -nal Registry Page I of Home User Area Registration Area Search the Registry Fees and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish FAO' (Frequently Asked Questions) Contact Us Annual Statistical Report Help Log-In Logout Judy Ilunternan Insured Aircraft Title Sava. Inc 1411165M72 INTERNATIONAL REGISTRY OF MOBILE ASSETS El Request Authorisation to work on Aircraft Objects Authorisation Request Confirmed (O E Yaw aulhcrisaten nmuests are being processed. You will be contacted by email As each WzInedtsel request is approved. Manufacturer Name Mode Designator Manufactures Serial Number J ITurbomeca 'Artist 2S1 20040 Entity ID Entity Name ASI Wings. LLC t— aff01,1€C1 '445636 Return to start By entering this ste you acknowledge and agree to all terms and conditions stated heroin https://viriminternationalregistry.aero/irWeb/pageflows/work/Registrations/RequestAircraftObject/confir... 7/25/2011 CONFIDENTIAL Subject to Protective Order IATS - 000330 SDNY_GM_02774435 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261075 EFTA01339703 'term :iona. Registry - Authorisation Approved Subject: International Registry - Authorisation Approved From: Date: Mon, 25 Jul 2011 23:01:40 +0000 (GMT) To: "'Please do not reply to this email"' "•Please keep this email for future reference*** Your application to be authorised to work on the following aircraft object on behalf of ASI Wings, LLC has been approved and you can now register your interests on www.internationalregistrv.aero. Manufacturer: Turbomeca Model: Arriel 2S1 Manufacturer's Serial Number: 20040 Authorising party: ASI Wings, LLC Contact us: Via the International Registry Helpdesk at help$aviareto.aero This messoye has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/26/2011 7:56 AM CONFIDENTIAL Subject to Protective Order ATS-000331 SDNY_GM_02774436 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261076 EFTA01339704 Mei ..ationn. Registry- Authorisation Approved I of I NIltsZAE Subject: International Registry - Authorisa ion Approved From: international registry@international reg istry.aero Date: Mon, 25 Jul 2011 21:29:01 +0000 (GMT) To: jhunteman@insuredaircraft.com ^••Please do not reply to this email••• •••Please keep this email for future reference`•• Your application to be authorised to work on the following aircraft object on behalf of Freedom Air International, Inc. has been approved and you can now register your interests on www.internationalreaistry.aero. Manufacturer: SIKORSKY Model: S-76 Manufacturer's Serial Number: 760472 Authorising party: Freedom Air International, Inc. Contact us: Via the International Registry Helpdesk at helpBaviareto.aero This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 7/2512011 432 I'M CONFIDENTIAL Subject to Protective Order IATS - 000332 SDNY_GM_02774437 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261077 EFTA01339705 Iter.ational Registry- Authorisation Approved Subject: International Registry - Authorisation Approved From Date: Mon. 25 Jul 2011 21:29:54 +0000 (GMT) To: ***Please do not reply to this email'*• •••Please keep this email for future reference•'• Your application to be authorised to work on the following aircraft object on behalf of Freedom Air International, Inc. has been approved and you can now register your interests on www.internationalregistry.aero. Manufacturer: Turbomeca Model: Arriel 2S1 Manufacturer's Serial Number: 20533TEC Authorising party: Freedom Air International, Inc. Contact us: Via the International Registry Helpdesk a This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. I of I 7/25/201 1 4:33 PM CONFIDENTIAL Subject to Protective Order IATS - 000333 SDNY_GM_02774438 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261078 EFTA01339706 dern 'Ina' Registry - Authorisation Approved loft 1U23,11ke Subject: International Registry - Authorisation Approved From￾Date: Mon, 25 Jul 2011 21:08:00 +0000 (GM 0 To "'Please do not reply to this email`•' "'Please keep this email for future reference••' Your application to be authorised to work on the following aircraft object on behalf of ASI Wings, LLC has been approved and you can now register your interests on www.internationalreoistry.aero. Manufacturer: SIKORSKY Model: S-76 Manufacturer's Serial Number: 760472 Authorising party: ASI Wings, LLC Contact us: Via the International Registry Helpdesk ati This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 7/25/2011 4:11 I'M CONFIDENTIAL Subject to Protective Order IATS - 000334 SDNY_GM_02774439 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261079 EFTA01339707 men. 'ional Registry • Authorisation Approved Subject: International Re ist - Authorisation roved From: Date: Mon, 25 Jul 2011 21:08:50 +0000 (GMT) To: •••Please do not reply to this email••' •*•Please. keep this email for future reference'•' Your application to be authorised to work on the following aircraft object on behalf of ASI Wings, LLC has been approved and you can now register your interests on www.internationalreaistry.aero. Manufacturer: Turbomeca Model: Arriel 2S1 Manufacturer's Serial Number: 20533TEC Authorising party: ASI Wings, LLC Contact us: Via the International Registry Helpdesk at This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. of I 7nsnolluopm CONFIDENTIAL Subject to Protective Order IATS-000335 SDNY_GM_02774440 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261080 EFTA01339708 nlenriior4. tcgistry - Autlarisalion Approved of Ni tilE Subject: International Registry - Authorisation Approved From: Date: Mon, 25 Jul 2011 21:26:55 +0000 (GMT) To "'Please do not reply to this email•'• "'Please keep this email for future reference*" Your application to be authorised to work on the following aircraft object on behalf of Freedom Air International, Inc. has been approved and you can now register your interests on www.internationalregistrv.aero. Manufacturer: SIKORSKY Model: S-76 Manufacturer's Serial Number: 760750 Authorising party: Freedom Air International, Inc. Contact us: Via the International Registry Helpdesk a This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 7/25/2011 4:30 PM CONFIDENTIAL Subject to Protective Order IATS - 000336 SDNY_GM_0277444I SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261081 EFTA01339709 nterirtiona; tcgistry - Authorisation Approved Subject: International Registry - Authorisation Approved From Date: on, 25 Jul 2011 21:29:Jb +0000 (GM I ) To **•Please do not reply to this email*** ***Please keep this email for future reference*** Your application to be authorised to work on the following aircraft object on behalf of Freedom Air International, Inc. has been approved and you can now register your interests on www.internationalreoistrv.aero. Manufacturer: TURBOMECA Model: ARRIEL 2S2 Manufacturer's Serial Number: 42285 Authorising party: Freedom Air International, Inc. Contact us: Via the International Registry Helpdesk at helo8aviareto.aero This message has bean scanned fnr viruses and dangerous content by MailScanner, and is believed to be clean. '(I 7/25420II4:33PM CONFIDENTIAL Subject to Protective Order IATS - 000337 SDNY_GM_02774442 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261082 EFTA01339710 Muir-diem' tegisny-AuftwisahonAppnwed Subject: International Registry - Authorisation Approved From Dat : Mon 25 Jul 2011 21:29:17 +0000 (GMT) To: ***Please do not reply to this email"' ***Please keep this email for future reference•" Your application to be authorised to work on the following aircraft object on behalf of Freedom Air International, Inc. has been approved and you can now register your interests on www.internationalregistrv.aero. Manufacturer: TURBOMECA Model: ARRIEL 2S2 Manufacturer's Serial Number: 42286 Authorising party: Freedom Air International, Inc. Contact us: Via the International Registry Helpdesk at This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. of I 7/25/201 1 4:33 I'M CONFIDENTIAL Subject to Protective Order IATS - 000338 SDNY_GM_02774443 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261083 EFTA01339711 Kern ital Registry,- Authorisation Approved 1 -12 LSE Subject: International Registry - Authorisation Approved From Dat : Mon. 25 Jul 2011 21:07:24 +0000 (GMT) To: •••Please do not reply to this email••` 0"PLease keep this email for future reference••• Your application to be authorised to work on the following aircraft object on behalf of ASI Wings, LLC has been approved and you can now register your interests on www.internationalregistry.aero. Manufacturer: SIKORSKY Model: S-76 Manufacturer's Serial Number: 760750 Authorising party: ASI Wings, LLC Contact us: Via the International Registry Helpdesk a This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. loll Tl2SR011 4:1 I PM CONFIDENTIAL Subject to Protective Order IATS - 000339 SDNY_GM_02774444 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261084 EFTA01339712 ficrii. Ite istr> - Authorisation Appro‘ t1 Subject: International Registry - Authorisation Approved From: Date: on, 25 Jul ZU11 21 UtI.2/ +UUUU (C+IVI T°El •"Please do not reply to this email••• `••Please keep this email for future reference•" Your application to be authorised to work on the following aircraft object on behalf of ASI Wings, LLC has been approved and you can now register your interests on www.internationalregistry.aero. Manufacturer: TURROMECA Model: ARRIEL 2S2 Manufacturer's Serial Number: 42285 Authorising party: ASI Wings, LLC Contact us: via the International Registry Helpdesk at This MARRAges has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. gI 71251201 14: 1 I'M CONFIDENTIAL Subject to Protective Order IATS - 000340 SDNY_GM_02774445 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261085 EFTA01339713 teens oral Registry - Authorisation Approved Subject: International Registry - Authorisation Approved From Date: Mon, 25 Jul 2011 21:09:26 +0000 (GMT) To: *••Please do not reply to this email*** ••`Please keep this email for future reference••• Your application to be authorised to work on the following aircraft object on behalf of ASI Wings, LLC has been approved and you can now register your interests on www.internationalrelistrv.aero. Manufacturer: TURBOMECA Model: ARRIEL 2S2 Manufacturer's Serial Number: 42286 Authorising party: ASI Wings, LLC Contact us: Via the International Registry Helpdesk at This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. of I 7125/2011 4:20 PM CONFIDENTIAL Subject to Protective Order RTS - 000341 SDNY_GM_02774446 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261086 EFTA01339714 International Registry rage 1 of I Itome Oar Area Registration Area Search the Registry Fees and Payment Option DOCumtnlatiOn and Information Arabic Chines* English French Russian Spanish FAO. (Frequently Asked Questions) Contact Us Annual Statistical Report Help Loth, J.vty Himisman nsured Aircraft Tree SeenCe. Inc. Logout I ‘N • I INTERNATIONAL REGISTRY OF MOBILE ASSETS Manage Authorisations The I Si teeee shoes Your Peneng and Bute:4SW requests Manufacturer. BOMBARDIER BOMBARDIER Turbo meca Tufbemeca Model Designator. MSN Transacting Entity 4, Status Matches Multiple Request Authorisation Current Users. Date and time. Date and Time. Mannizcturer UM° CHALLENGER McDcnicrs 20040 AUTHORISED NO 300 Corporation CHALLENGEJI Bombardier 3C0 20040 Aerospace PENDING NO Corporston Freedom Air NMI 251 20040 Interrtsbanoa AUTHORISED NO Inc PAM 251 20040 LLC ASt Wm"' AUTHORISED NO 2009 Oct 21 1903'.15 2011 Jai 213 2011 Jul 21) 13:10:15 14:38.53 2011 Jul 25 2011A4 25 212SAT 2101:40 YES YES NO NO Rego 1 of I ChCOSO Pate We, Y 50 20 10 By entering itis e you acknowledge aro agree to all tern...and condition, stated harms httric.//www internationalreeistrv.aerotirWeb/Dasteflows/work/Renistrations/DisplayUsersAuthorisations/... 7/26/2011 CONFIDENTIAL Subject to Protects Order IATS - 000342 SDNY_GM_02774447 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261087 EFTA01339715 IF tevoke-Engine Only-MI Wings, 1.1,C Subject: Re: IR Revoke-Engine Only-ASI Wings, LLC From: Tonya Butler Date: Tue, 26 Jul 2011 08:20:25 -0500 To: "Dennis, Anthony S" CC: "Sullivanifkovic, Carol A" We have received the approval from her this morning, that we needed. So, we are good to go for closing on the IR. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 vfflw.insuredaireraft.com On 7/25/2011 5:57 PM, Dennis, Anthony J wrote: Tonya, overnight please send Carol whatever authorizations or revocations you need and she will do that for you. Jap called and said he did not need to be brought in to that part of it. Insured Aircraft is handling these IRs for us and not his law firm. Carol will dick on whatever you need but pls make site you are emailing her the correct requests for the correct equipment or other collateral. Need this asap tonight or tomorrow morning. Tharits. Tony From: Tonya Butler Sent: Monday, July 25, 2011 5:20 To: Sullivanilkovic, Carol A Cc: Jap Blankenship; Dennis, Anthony ); Subject: Re: IR Revoke-Engine Only-ASI Wings, LLC No, just s/n 20040.1 will request again now, please approve s/n 20040 when it comes through. Thank you, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Okbhoms City, OK 73179 %VW w. insuredaircrart.com On 7/25/2011 4:18 PM, Sullivaniflcovic, Carol A wrote: I revoked for Turbomeca Artie! 2S1, s/n 20040 but not for Turbomeca Arriel 2S2 42211 tor 3 CONFIDENTIAL 7/26/2021 8:20 AM Subject to Protective Order lATS - 000343 SDNY_GM_02774448 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261088 EFTA01339716 : IR Revoke-Engine Only-ASI Wings, LLC Does that one need to be revoked as well? Thx. Carol From: Tonya Butler Sent Monday, July 25, 2111I I M To: Sullivanifkovic, (DIA Cc: Jap Blankenship; Subject Re: IR Revoke-Engine Only-ASI Wings, LLC Dennis, Anthony 3 Okay, but did you revoke the previous party for the one engine listed below? We will have to log on again after you revoke the one engine, and request again. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4808 S.W. 36th Street Oklahoma City, OK 73179 tbutler(Minsuredaircraft.com www.insuredaireraft.com On 7/25/2011 4:10 PM, Sullivanilkovic, Carol A wrote: I have authorised Judy Hunteman on all the pieces of collateral mentioned. From: Tonya Butler Sent Monday, July 25, 2011 5:02 PM To: Sullivanifkovic, Carol A; Jap Blankenship' Subject: IR Revoke-Engine Only-ASI Wings, LLC Hello, We have tried to request authorization on behalf of AS! Wings, LLC for the engine description below. Please revoke the previous party that requested for them, when the lien was filed on the IR. Turbomeca Arriel 2S1, s/n 20040 Please send me an e-mail once you have revoked the previous party on the IR. I will then log back on and request authorization again. We have been advised that this aircraft is closing tomorrow, so we need to take care of this today. Thank you, Tonya Bader ! of 3 7/26/2011 8:20 AM CONFIDENTIAL Subject to Protective Order IATS - 000344 SDNY_GN1_02774 449 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261089 EFTA01339717 IR Revoke-Engine Only-ASI Wings, LLC Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Tide Service, Inc. 4848 S.W. 36th Street Oklahoma City. OK 73179 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This e-mail may contain confidential or privileged information. If you think you have received this e-mail in error, please advise the sender by reply e-mail and then delete this e-mail immediately. Thank you. Aetna This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This e-mail may contain confidential or privileged information. If you think you have received this e-mail in error, please advise the sender by reply e-mail and then delete this e-mail immediately. Thank you. Aetna 3 of :3 7/26/20118:20 AM CONFIDENTIAL Subject to Protective Order IATS - 000345 SDNYGN1_02775450 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261090 EFTA01339718 LE: IR Revoke-Engine Only-ASI Wings, LW Subject: RE: IR Revoke-Engine Only-ASI Wings, LLC From: "Sullivanifkovic, Carol A" -71 Date: Mon, 25 Jul 2011 17:28:49 -0400 To: Tonya Butler CC: Jap Blankenship "Dennis, Anthony J" Judy Hunteman is the only one listed now for Turbomeca Arriel 2S1, s/n 20040. She had requested authorization for TURBOMECA ARRIEL 2S2 42285 hut it appears that you don't need her to have that one. From: Tonya Butler (mailt' Sent: Monday, July 25, 2011 5:21 PM To: Sullivanifkovic, Carol A Cc: Jap Blankenship; Dennis, Anthony) Subject: Re: IR Revoke-Engine Only-ASI Wings, LLC No, we did not need you to revoke that request. Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www. insuredaircraft.com On 7/25/2011 4:19 PM, Sullivanifkovic, Carol A wrote: I just revoked for: Turbomeca Arriel 2S2 42211 From: Sullivanifkovic, Carol A Sent Monday, July 25, 2011 5:18 PM To: Tonya Butler' Cc: Jap Blankenship; Dennis, Anthony J; Subject: RE: IR Revoke-Engine Only-ASI Wings, LLC I revoked for Turbomeca AM& 2S1, s/n 20040 but not for Turbomeca Arriel 2S2 42211 Does that one need to be revoked as well? Thx, Carol loft 7/25/2011 4:31 PM CONFIDENTIAL Subject to Protective Order IATS - 000346 SDNY GM_02774451 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261091 EFTA01339719 RE: IR Revoke-Engine Only-ASI Wings, LLC From: Tonya Butte Sent: Monday, July 25, 2011 5:13 PM To: Sullivanifkovic, Carol A Cc: Jap Blankenship; i; Dennis, Anthony Subject: Re: IR Revoke-Engine Only-AS1 Wings, LLC Okay, but did you revoke the previous party for the one engine listed below? We will have to log on again after you revoke the one engine, and request again. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Tile Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 WNW. Insureclaircraft.com On 7/25/2011 4:10 PM, Sullivanifkovic, Carol A wrote: I have authorised Judy Hunteman on all the pieces of collateral mentioned. From: Tonya Butler Sent Monday, July 25, 2011 5:02 PM To: Sullivanifkovic, Carol A; lap Blankenship; l Subject: IR Revoke-Engine Only-ASI Wings, LLC Hello, We have tried to request authorization on behalf of ASI Wings, LLC for the engine description below. Please revoke the previous party that requested for them, when the lien was filed on the IR. Turbomeca Arriel 251, s/n 20040 Please send me an e-mail once you have revoked the previous party on the IR. I will then log back on and request authorization again. We have been advised that this aircraft is closing tomorrow, so we need to take care of this today. Thank jot, Toga Sutler Escrow• Assistant for Joan R Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 2 of 3 7/25/2011 4:31 PM CONFIDENTIAL Subject to Protective Order IATS - 000347 SDNY_GM_02774452 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261092 EFTA01339720 RE: IR Revoke-Engine Only-ASI Wings, I.I.0 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This e-mail may contain confidential or privileged information. If you think you have received this e-mail in error, please advise the sender by reply e-mail and then delete this e-mail immediately. Thank you. Aetna This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 3 0(3 7/25/2011 4:31 PM CONFIDENTIAL Subject to Protective Order IATS - 000348 SDNY_GM_02774453 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261093 EFTA01339721 te: IR Revoke-Engine Only-ASI Wings, LLC Subject: Re: IR Revoke-Engine Only-ASI Wings, LLC From: Tonya Butler Date: Mon, 25 Jul 2011 16:20. To: "Sullivanifkovic, Carol A" CC: Jap Blankenship "Dennis, Anthony J" No, just s/n 20040. I will request again now, please approve s/n 20040 when it comes through. Thank you, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City. OK 73179 www.insuredaircraft.com On 7/25/2011 4:18 PM, Sullivanifkovic, Carol A wrote: I revoked for Turbomeca Artie/ 2S1, s/n 20040 but not for Turbomeca Arriel 2S2 42211 Does that one need to be revoked as well? l'hx, Carol From: Tonya Butler Sent: Monday, July 25, 2011 5:13 PM To: Sullivanifkovic, Carol A Cc: Jap Blankenship; T Dennis, Anthony) Subject: Re: IR Revoke-Engine Only-A51 Wings, LLC Okay, but did you revoke the previous party for the one engine listed below? We will have to log on again after you revoke the one engine, and request again. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 i 01.: 7/25/2011 4:20 PM CONFIDENTIAL Subject to Protective Order IATS - 000349 SDNY_GM_02774454 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261094 EFTA01339722 IR Revoke-Engine Only-A51 Wings, 1.I.0 www.insuredaircraft.com On 7/25/2011 4:10 PM, Sullivanifkovic, Carol A wrote: i have authorised Judy Hunteman on all the pieces of collateral mentioned. From: Tonya Butler [mantel Sent: Monday, July 25, 2011 5:02 PM To: Sullivanifkovic, Carol A; lap Blankenship; Subject: IR Revoke-Engine Only-ASI Wings, LI.0 Hello, We have tried to request authorization on behalf of ASI Wings, LW for the engine description below. Please revoke the previous party that requested for them, when the lien was filed on the IR. Turbomeca Arriel 2S1, s/n 20040 Please send me an e-mail once you have revoked the previous party on the IR. I will then log back on and request authorization again. We have been advised that this aircraft is closing tomorrow, so we need to take care of this today. nankin", Toga Bmtkr Escrow Assistant for Joan F. Roberts • VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This e-mail may contain confidential or privileged information. If you think you have received this e-mail in error, please advise the sender by reply e-mail and then delete this e-mail immediately. Thank you. Aetna 2 013 7/25/2o11 4:20 PM CONFIDENTIAL Subject to Protective Order lATS - 000350 SDNY_GM_02774455 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261095 EFTA01339723 te: IR Revoke-Engine Only-ASI Wings, I.LC This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 3 of 3 7/25/2011 4:20 PM CONFIDENTIAL Subject to Protective Order IATS - 000351 SDNY_GM_02774456 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261096 EFTA01339724 'R Revoke-Engine Only-ASI Wings, I.I.0 Subject: Re: IR Revoke-Engine Only-ASI Wings, LLC From: Tonya Butler Date: Mon, 25 Jul 2011 16:21• - To: "Sullivanifkovic, Carol A" CC: Jap Blankenship ennis, Anthony J" No, we did not need you to revoke that request. Tonya Butler Escrow Assistant for Joan F. Roberts -1/P Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 alrcraft.com On 7/25/2011 4:19 PM, Sullivanifkovic, Carol A wrote: I just revoked for: Turbomeca Arriel 2S2 42211 From: Sullivanifkovic, Carol A Sent: Monday, July 25, 2011 5:18 PM To: Tonya Butler Cc Jap Blankenship; Dennis, Anthony 3; Subject: RE: IR Revoke-Engine Only-ASI Wings, LLC I revoked for Turbomeca Artie! 251, s/n 20040 but not for Turbomeca Arriel 2S2 42211 Does that one need to be revoked as Well? Thx, Carol From: Tonya Butler Sent: Monday, July 25, 2011 5:13 PM To: Sullivanifkovic, Carol A Cc: lap Blankenshi Dennis, Anthony 3 Subject: Re: IR Revoke-Engine Only-AS! Wings, LLC Okay, but did you revoke the previous party for the one engine listed below? We will have to log on again after you revoke the one engine, and request again. Sincerely, Tonya Butler I nr 7/25/2011 4:21 PM CONFIDENTIAL Subject to Protective Order IATS - 000352 SDNY GM_02774457 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261097 EFTA01339725 to:III Revoke-Engine Only-ASI Wings, I.LC Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 wWw.insur On 7/25/2011 4:10 PM, Sullivanifkovic, Carol A wrote: I have authorised Judy Hunteman on all the pieces of collateral mentioned. From: Tonya Butler Sent Monday, July 25, 2011 5:02 PM To: Sullivanifkovic, Carol A; Jap Blankenship; Subject: IR Revoke-Engine Only-AS! Wings, Hello, We have tried to request authorization on behalf of AS! Wings, LLC for the engine description below. Please revoke the previous party that requested for them, when the lien was filed on the IR. Turbomeca Arriel 2S1, s/n 20040 Please send me an e-mail once you have revoked the previous party on the IR. I v411 then log back on and request authorization again. We have been advised that this aircraft is closing tomorrow, so we need to take care of this today. Thankou, Taiga Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklalunna City. OK 73179 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is 2013 7/25/2011 4:21 PM CONFIDENTIAL Subject to Protective Order IATS - 000353 SDNY GM_02774458 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261098 EFTA01339726 te• IR Revoke-Engine Only-ASI Wings, LLC believed to be clean. This e-mail may contain confidential or privileged information. If you think you have received this e-mail in error, please advise the sender by reply e-mail and then delete this e-mail immediately. Thank you. Aetna This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 3 of 3 7/25/2on 4:21 PM CONFIDENTIAL Subject to Protective Order IATS - 000354 SDNY_GM_02774459 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261099 EFTA01339727 In mat Registry l'age I of I Home User Area Registration Area Search the Registry Fees and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish FAQ, (Frequently Asked Questions) Contact Us Annual Statistical Report Help Log-in Logout Judy Hunternan Insured Aircraft Title Senesce. Inc 11 -;f4Cf INTERNATIONAL REGISTRY OF MOBILE ASSETS Request Authorisation to work on Aircraft Objects AUTHORISATION REQUEST FAILURE. Some ci the Authonsate:n requests you have made we not be processed This drolaern has arisen as these ObleCis nave coshirg Authorisations which must be revoked by the TUE Adrnerstrator Mom you request Authorisation again. Masa OPett Enuly Entity Administrator Externem/ANS 2S1/20040 ASI Wings. LTC SullivandkoecCAOaetna con Authorisation Details Please verily your authorisation details before confirming your application. IIchanges we required. pease use the 'Amend Authorisabori button Manufacturer Name Model Designator Manutacturors Senal Number 'SIKORSKY 11S-76 760750 ITUFTBOMECA IARRIEL 252 142285 TURBOMECA 1ARRIEL 2S2 142286 'SIKORSKY 5-76 1'760472 Turbomeca IlArriel 251 120040 TurborneCi 'Atrial 251 laosanc Entity ICI Entity Name 1293864 Freedom AS International. Inc. '445636 1 AS Weida LLC *aflame Demo￾User ID: Dale: 1734567640 25 Jul 2011 20:26:00 GMT Amend AUthOcisatixt BY entering this sate you adoeudedge and agree to ea terms and conditions stated herein urine/fwww internatiDnai repistrv.aero/irWebtoageflows/work/Registrations/RequestAireraftObject/refres... 7/25/201 I CONFIDENTIAL Subject to Protective Order IATS - 000355 SDNY_GM_02774460 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00261100 EFTA01339728 R A yoke-Engine Only-ASI Wings, LLC Hello, Subject: IR Revoke- noine Oniv-ASI Winos. LLC From: Tonya Butler Date: Mon 25 Jul 2011 16:01:32 -0500 Jap Blankenship We have tried to request authorization on behalf of AS! Wings, LLC for the engine description below. Please revoke the previous party that requested for them, when the lien was filed on the IR. Turbomeca Artiel 2S1, s/n 20040 Please send me an e-mail once you have revoked the previous party on the IR. I will then log back on and request authorization again. We have been advised that this aircraft is closing tomorrow, so we need to take care of this today. Thankyou, Toga Buller Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Senice, Inc. 4848 S.W. 36th Street raklahnma City OK 73179 of 1 7/25/2011 4:01 PM CONFIDENTIAL Subject to Protective Order IATS - 000356 SDNY_GM_02774461 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00261101 EFTA01339729 International Registry Page I of I slelyee‘:ley Home User Area Registration Area Search the Registry Fees and Payment Options Documentation and information Arabic Chinese English French Russian Spanish FACH (Frequently Asked Question,* Contact Us Annual Statistical Report Help Log-In Tonya Butler Insured Airmail True Service inc Logout Search Entities Entity Details Enitly ID Entity Name: AckRoss￾Country￾Adman Name: Admit Status: Adrnin Ernst Telephone Number. INTERNATIONAL REGISTRY OF MOBILE ASSETS 'Ed 293804 Freedom Air International, Inc. 457 Madison Ave.. 4th Floor New York NY 10022 United Statea (Joan Roberts APPROVED I Stealth /Warn I l al_docseinsuredairoraft.corn 1405456143663 By antenna this Me you acknowledge and agree to and Conditions stated herein https://www.internationalregistry.acrofirWeb/pageflows/work/UserManagement/SearchEnt... 7125/2011 CONFIDENTIAL Subject to Protective Order IATS - 000357 SDNY_GM_02774462 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I 102 EFTA01339730 mermitionM Registry Administrator Subject: International Registry Administrator From: Angie Risley Date: Fri, 22 Jul 2011 15:02:30 -0500 To: This is to confirm we are handling the closing on this aircraft. It appears you are the IR administrator for ASI Wings, LLC. We tried requesting authorization on the IR on the below collateral. However, an authorization already exists. Please revoke the authorization so that we can request it. Please let me know when this has been completed so I can go in to the system and request your approval. Sikorsky S-76 s/n 760472 Turbomeca Arriel 2S1 s/n 20040 and 20533TEC Thanks! Angie Risley Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www.insuredaircratt.com I of 1 7/22/2011 3:02 I'M CONFIDENTIAL Subject to Protective Order IATS - 000358 SDNY_GM_02774463 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261103 EFTA01339731 International Registry Page 1 of I Home User Area Registration Area Search the Registry Foos and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish FAQs (Frequently Asked Quango Contact Us Annual Statistical Report Help Log-in Judy Huntsman insured Arasii Title Somme: Inc Logout I INTERNATIONAL REGISTRY OF MOBILE ASSETS Request Authorisation to work on Aircraft Objects AuTtiORISATION REQUEST FAILURE maTr-Au objects have existing Authon one wnich must be 'croaked by the TUE Adrolnist s made vial not to processed has orison as request Authorisation again. fore you Afloat, Obreel Entity Entity Adman/seater SIKORSKY/S.76/760472 ASI Wings. LLC SulitiranifitovcCAGacina tom ensemecafAnel 251/20040 MI Wags. LLC StAlvanilkovicCARIeetna Qom Authorisation Details Please verify you authonsation details before contrintng your apptcation II changes are required. p, use the 'Amend Audi/onsets:eV Manufacturer Name bled!' Designator Menu/mitres Serial Number 'SIKORSKY 76 760472 Turbomeca I 2S1 '20040 ITurborneCa del 1 20046 2 tea TEC i 'SIKORSKY S-76 '760750 ITURBOMECA FUEL 2S2 42285 ITURBOMECA IEL 2S2 '42286 ITURBOMECA 1 RI Si '20040 TURBOMECA IEL2S1 30146 20533/CC Entity ID Emily Name 445636 AV Wings LLC Signature Walls: User ID: Date: '734567640 121 Jul 2011 1520:29 GMT Amend AutheddietiOn By entering this site you adtrimviedge and agree to all tons and conditions stated berm" %mac •//dadoa int ornritianalred isirv.acroti rWeb/naaeflows/work/Registrations/RequestA ircra ftObject/re fres... 7/21/2011 CONFIDENTIAL Subject to Protective Order IATS - 000359 SDNY_GM_02774464 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 00261104 EFTA01339732 R. ft • 722JE and 162Af: Subject: Re: IR for 722JE and 162AE From: Tonya Butled Date: Tue, 19 Jul 2011 16:35:46 -0500 To: Ted Osgood Well, the IR is backed up, cause of people going on vacation, but we will do the best we can. Everyone is wanting to close on friday, so we have asked them, but just cross your fingers. Sincerely, Tonya Butter Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City. OK 73179 On 7/19/2011 4:22 PM, Ted Osgood wrote: OK. We were hoping to close on Friday because of a need to use the helicopter next week, is there a chance the registration could go into next week, or is there a way you can tell them its urgent? I know you're busy and I hate to ask, but its important to Aetna that we get this done quickly. Thanks Ted Ted Osgood Aircraft Sales Director Guardian .let, LLC 1445 Boston Post Road Guilford, CT 06437 'ii From: Tonya Butler [mailt Sent Tuesday, July 19, 2011 5:16 PM To: Ted Osgood Subject: Re: IR for 722JE and 162AE I just spoke with my IR Dept. and we just now received the IR paperwork to start their registration. It will take about 3 business days to complete the process. I of 2 7/19/2011 4:36 PM CONFIDENTIAL Subject to Protective Order IATS - 000360 SDNY_GM_02774465 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261105 EFTA01339733 Re R ft • 722JE and ingAr Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street www.insuredaircraft.com On 7/19/2011 4:10 PM, Ted Osgood wrote: Tonya Where is Freedom Air with IR registration? Everyone besides Darren Indyke is travelling so I'm helping them out where I can. Thanks, Ted Ted Osgood Aircraft Sales Director Guardian Jet, IAA: 1445 Boston Post Road Guilford, CT 06437 www.Guardiankt.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 of 2 7/19/2011 4:36 PM CONFIDENTIAL Subject to Protective Order IATS - 000361 SDNY GM 02774466 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261106 EFTA01339734 1E: IN r 722,IE and i6r2AE Subject: RE: IR for 7227E and 162AE From: Ted Osgood Date: Tue, 19 Jul 2011 17 22 12 -0400 1 of 2 To: Tonya Butler OK. We were hoping to close on Friday because of a need to use the helicopter next week, is there a chance the registration could go into next week, or is there a way you can tell them its urgent? I know you're busy and I hate to ask, but its important to Aetna that we get this done quickly. Thanks Ted Ted Osgood Aircraft Sales Director Guardian Jet, 1.1,C 1445 Boston Post Road Guilford, CT 06437 www.Guardiankt.com From: Tonya Butler [mato' Sent: Tuesday, July 19, 2011 5:16 PM To: Ted Osgood Subject: Re: IR for 7227E and 162AE I just spoke with my IR Dept. and we just now received the IR paperwork to start their registration. It will take about 3 business days to complete the process. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www.insuredaircraft.com On 7/19/2011 4:10 PM, Ted Osgood wrote: Hi Tonya Where is Freedom Air with IR registration? Everyone besides Darren Indyke is travelling so I'm helping I them out where I can. 7/19/20114:34 PM CONFIDENTIAL Subject to Protective Order IATS - 000362 SDNY_GM_02774467 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261107 EFTA01339735 RE: 1k for 722.1E and 162AE Thanks, Ted Ted Osgood Aircraft Sales Director Guardian Jet, IL(' 1445 Boston Post Road CT 06437 WWW.TJUd1UIO t.L,L0 This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. 2 oft 7/19/2011 4:34 PM CONFIDENTIAL Subject to Protective Order IATS - 000363 SDNY GM 02774468 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 log EFTA01339736 te: 1K for 722JE and I62AE Subject Re: IR for T22JE and 162AE From: Tonya Butler' Date: Tue, 19 Jul 2011 16:15:48 -0500 To: Ted Osgood======. I just spoke with my IR Dept. and we just now received the IR paperwork to start their registration. It will take about 3 business days to complete the process. Sincerely, Tonya Butler Escrow Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, Inc. 4848 S.W. 36th Street Oklahoma City, OK 73179 www.insuredaircraft.com On 7/19/2011 4:10 PM, Ted Osgood wrote: F5 Tonya Where is Freedom Air with IR registration? Everyone besides Darren Indyke is travelling so I'm helping them out where I can. Thanks. Ted Ted Osgood Aircraft Sales Director Guardian'Iet. IAA' 1445 Boston Post Road Guilford. CT 06437 www.GuardianJet.com This message has been scanned for viruses and dangerous content by MailScanner, and is believed to be clean. ni 7/19/2011 4:15 Ppe CONFIDENTIAL Subject to Protective Order lATS - 000364 SDNY GM_02774469 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261109 EFTA01339737 Intenrational Registry littps:fiwww.internationairegjstry.acrotieWebipagellows/work/UserM... Homo User Area Registration Area Search the Registry Fees and Payment Option Documentation and Information Atabic Chinese English French Russian Spanish FAQs (Frequently Asked Questions) Contact Us Annual Statistical Report Help Lewin. Tanya EttAar trend Aircsaft Roe Reinke, inc. Logout I of I 'S r Entity Search Search Results IRO& Tr.t. INTERNATIONAL REGISTRY OF MOBILE ASSETS The Ian omng 1st ShCrIFS al entities Thal match tie supplied search terms Entity IDEt/t/ HMO Adrrin Adria, Stems 22294 Freedom Airlines. Inc. eilw, S. Gilman APPROVED Page 1 of I Chose page size 20 10 Search isiziaM By ertering Oils silo you acknonledge and agree to an terms and conditions staled heroin 7/19/2011 11:26 AM CONFIDENTIAL Subject to Protective Order IATS - 000365 SDNY_GM_02774470 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002611 10 EFTA01339738 International Registry Intos://www.intemationalregistry.aero/irWeb/pageflows/work/UscrM... Home User Aron Registration Area Search the Registry Fees and Payment Options Documentation and Information Arabic Chinese English French Russian Spanish FAITH (Frequently Asked Questions) Contact Us Annual Statistical Report Help Log-In. Tanya Sults Insured Aircraft Tile Sonice. inc. Logout I of I CONFIDENTIAL Search Entities Entity Details city ID [445536 Entity Nacre: Wings. LLC Address. [151 Fa unaglon Avenue. Hartford, CT 06156 Couniry - [Untied States Adorn Name: rCaroIA Sullivan-INC:vie !Minor Status: FPPROVED Adrian Email [Sullivani&ovicCAtietn/Leom Telephone Narbst 1960-273-2820 INTERNATIONAL REGISTRY OF MOBILE ASSETS Ea Search Aoki I By entering Vas Le you antic...ledge and agree b al terns end conditions SOW herein Subject to Protective Order 7/19/2011 11:24 IATS - 000366 SDNY_GM_02774471 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261I I I EFTA01339739 Closing Packet CONFIDENTIAL Subject to Protective Order IATS - 000367 SDNY_GM_02774472 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261112 EFTA01339740 AML CONFIDENTIAL Subject to Protective Order IATS - 000368 SDNY_GM_02774473 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261113 EFTA01339741 Billing Info CONFIDENTIAL Subject to Protective Order IATS - 000369 SDNY_GM_02774474 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 114 EFTA01339742 ESCROW BILLING INFORMATION 4/7:07,277A-Airdt, 7OC 4?1,7 Aircraft Descriptions: A/407 ii i SIle. 4)//, Buyer: AS-Pdie-43.1 Seller:Leitns-%;z AzZat:4-- 94 o76-0 74 17-2-/ Bill: Prepay: Bill: Prepay: — K4l (r aL/ /740 Escrow L7G, 1,7 Fee: Escrow e: . e> C - IR Fee: GP 470 — 4PLIV al/ ci7 Ke, IR Fee: Title Search: POSTER-itleSearch: Exchange Fee: Exchange Fee: Total: V9 /IC Total: Date: By: Mail ❑ Fax U 2620 'I CONFIDENTIAL Subject to Protective Order IATS - 000370 SDNY_GM_02774475 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 I 15 EFTA01339743 it. CONFIDENTIAL Rif Ltk 19 Subject to Protective Order IATS - 000371 SDNY_GM_02774476 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261 I Id EFTA01339744 N 3aarK0 Make 10, y Area *theft*/ Model .3 - "IGC SIN "I &SYNC Engine Make Model g, SIN S.RJ SIN Prop Make: Model SIN S/N Title Search: :4- Al Deposit $ SOO. cot% Purch. Price $ Ctrs, one% Time: q:41 Over 550HP Seat IV's Escrow Fee $ Pd by Buyer $ Pad By Seller $ IR Fee $ Ti Company/ $ < \S" Exchange Co. BACK TO BACK (circle or highlight) Split IR WAIVER (*clew highlights) EXP. DATE: (ma facao r Trade In Make I Model tN 4.1\k Ny slier: i ontact Phone Fax: Email: Cell: Eng. Make Over 550 HP SEWS in Prop Make Model Model S/N S/N SIN S/N Asv_ to h ty—c aj ‘ tir-Suyet: Ail t AN￾it intact Laic% Nits nal I Phone: Fax: Email Cell: Broker: Contact Phone: Fax: Email: Cell: Broken ifkot t..)0,1441( Contact Phone: Fax: Email: Cell: Lender: Contact Phone: Fax: Lender: Contact Phone: Fax: Email: Cell: Attorney: Contact 114 4 Email: Cell: Attorney: Contact larlff er .ae. Phone: Pho Fax: Emal Fax: Email, Cell: Cell: C CONFIDENTIAL Subject to Protective Order IATS - 000372 SDNY_GN1_02775 477 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I 1 17 EFTA01339745 (/) O O O 0 -o G) -o 00 „, O 2 ,„ Q F-1 1VI1N3O1ANOO S ,1 4, 00 11 0 GA03010.Icl Jaw° SIVI - £L£000 1132 SH. TICKLE HAY ..HST HALM BERCH• FL 33410 JNITED STATES US " BECKI W / ANGIE RISLEY :11ra°17...2V Er" COO: 00689432V9SFE20,32 • DILL THIRD PART! INSURED AIRCRAFT TITLE SERVICE INC 21 E MAIN ST 41,./,7 . STE 100 219K..L-4802 CITY OK 73104 11,1“ XH OKCA FedEx Ewen WED - 12 JUN 10:30A PRIORITY OVERNIGHT 73104 ck—us 0KC EFTA01339746 Table of Content 1. Wires In/Out 2. FAA/IR Searches 3. Disbursement Instructions & Authorization 4. Contracts & Legal 5. FAA Docs & Filing 6. IR Forms & Filings 7. Closing Packet 8. AML 9. Billing Info CONFIDENTIAL Subject to Protective Order IATS - 000374 SDNY_GM_02774479 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261119 EFTA01339747 1 - Wires In/Out CONFIDENTIAL Subject to Protective Order IATS - 000375 SDNY_GM_02774480 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261120 EFTA01339748 Legal/Dispute Funds Received: qzasaNaa - Rversiori Stk Ur Date: tvorreuri K. y1(/ Funds *IA c S up rdian Tot￾s • Atirm Inc I ATS Total: nit! pal do& itoyaitoni tat:triff±) q02.° Amount: s 5Ccir 42,50 L -700 3, 00O00 Date: tfi-t3-let Arpiti i300 100.0uo Total: Notes: (holdback, foreign exchange, interest, confidential etc....) 3400' go CONFIDENTIAL Subject to Protective Order IATS - 000376 SDNY_GM_02774481 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 121 EFTA01339749 TEMPLATE NO. C TR Li 0 i E S L OR L ILT USE ONO) Bank of America -, AUTHORIZATION TO TRANSFER DOMESTIC WIRE (WITHIN FUNDS FORM THE US) DeWitt/AMR 20/l IBC CUSTOMER (ORIGINATOR INFORMATION DATE 6/13/2019 f IBC BRANCH WRITTEN AMOUNT AMOUNT 962.50 FEE DEBIT ACCOUNT NUMBER OR CHECK 0 ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET CITY/STATE/ZIP OKLAHOMA CITY, OK 73179 TEL. NO 405.681.6663 BENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK TIBANK ABNROUTING S BRANCH CITY di STATE BENEFICIARY INFORMATION BENEFICIARY /AETNA, INC. - OPERATING BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS 151 FAR TON AVE CITY HARTFORD STATE CT ZIP CODE 06156 COUNTRY FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT* FURTHER CREDIT BNF ADDRESS CITY STATE ZIP CODE COUNTRY OBI REFERENCE ionic* IIINUKIARY INFO} RE: N722JE MOVEMENT COST NOTIFY .. y Int 0N. an • itrean...“O4 e Oa* Isennny -4 a 'Nay, Kt e,I•••• CddMrtIOUlt. 01 eliauteni by any xi et Weil tern. Weirevnei.e. peeti 4 fount ol ihe Ilini I nirr4 pan., annoMeages nce4P1s0 @Oen.. --- CUSTOMER SIGNATURE A 641/1 2 e6fevt PREPARED BY "EASE PRINT) EXTENSION / -4c.e .., rffi egnegrAWCWAK VERIFIED SIGNATURE CARD 'WWI ropy of Conveys tirenre al Passport CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES • MUST BE FOLLOWED FOR NON-ESTABLISHED CUSTOMERS CUSTOMER WHO CALLED: CALL BACK NUMBER: WHO RECEIVED CAI e CALL BACK BY: TIME REC a) (.. f cr TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000377 SDNY_GM_02774482 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_OD261199 EFTA01339750 Payment Details Report Company: insured Aircraft Title Service LLC Requester: Miller, Cyra Run Date: 0611312019 11:36'22 AM COT Domestic High Value (Wire) Payment Calogory:UreOntflafiro Status: Confirmed By Bank Transaction Number Debit Account Information Debit Bank Debit Account Debit Account Name: Insured a Me Service LLC Debit Currency: USD Beneficiary Details Beneficiary Warne: Beneficiary Address: Beneficiary City: Beneficiary Postal Code: Beneficiary Country: AETNA INC OPERATING 151 FARMINGTON AVE HARTFORD 06156 US • Wiled States of America Payment Details Credit Currency: USD Credit Amount 962.50 Optional infomiatIon Sender's Reference Number 1960B31197RUIG713 Additional Routing Intermediary Bank ID: Control Mformation Input Enable' Approver achablel Approved: antler Initial Confirmation: VVTX•20190613m116659 Confirmation CHPR:0385889 Bank of America "rea Merrill Lynch Beneficiary Accou Beneficiary Bank ID CID 701 EAST 60TH ST NORTH SIOUX FALLS US - United States of America Beneficiary Email: Beneficiary Mobilo Number￾Value Date: 0611372019 Beneficiary Information: RE: N722JE MOVEMENT COST Receiver Information: Input Time: 05/13/2019 11:31:29 MI CDT Time: 06/132019 1t:31:56 AM CDT Time: 06113201911:34:42 AM CDT CONFIDENTIAL Subject to Protective Order lATS - 000378 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_027744&3 and 17 EFTA_00261123 EFTA01339751 Incoming Payments Report Company: insured Aircraft Tile Service LLC Requester: Williams, Rachel Run Date: 06/13/2019 11:15:50 AM CDT Incoming Payments Originator Information Originator: DARREN K INDYKE PLLC 575 LEXINGTON AVE - 4TH NEW YORK NY USA 10022 Beneficiary Details Beneficiary: INSURED AIRCRAFT TITLE SERVICE 21 E MAIN STREET SUITE 100 OKLAHOMA CITY OK 73104 Payment Details Credit Amount: 962.50 Credit Currency: USD Currency Rate: Optional information Clearing Reference 0: 20190613C1676E1C00244706131200 Additional Routing Intermediary Bank: Extended Remittance Control information CONFIDENTIAL TO BANK NA Input Time: 06/1312019 11:00:51 AM CDT Bankof America --s-ar Merrill Lynch Transaction ID: 2019061300322097 Originator Bank ID: Originator Account: Beneficiary Bank: ERICA: N.A Beneficiary Account: Pay Date: 06(13/2019 11.00 58 AM CDT Beneficiary Information: MOVEMENT COST Receiver Information: Subject to Protective Order IATS - 000379 SDNY SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, GM_02774484 and 17 EFTA_00261124 EFTA01339752 TEMPLATE NO. Bank of America ee-4 0, CONTRO • FO RE DEPT WI ONLY) R.:l. Ala 201I AUTHORIZATION TO TRANSFER FUNDS DOMESTIC WIRE (WITHIN THE US) FORM IBC CUSTOMER (ORIGINATOR INFORMATION DATE 623/2019 IBC BRANCH WRITTEN AMOUNT AMOUNT gli 300 FEE DEBIT ACCOUNT NUMBER OR CHECK # ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET CITY/STATE/ZIP OKLAHOMA CITY, OK 73179 TEL. NO 405.681-6663 BE EFICIARY (RECEIVER] BANK INFORMATION RECEIVER BANK IBANK ABA/ROUTING It BRANCH CITY & STATE Sob BENEFICIARY INFORMATION BENEFICIARY AETNA, INC. - OPERATING BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS 151 FARMINGTON AVE. CITY HARTFORD STATE CT ZIP CODE 06156 COUNTRY FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT it FURTHER CREDIT BNF ADDRESS CITY STATE ZIP CODE COUNTRY OBI REFERENCE ‘01110 1UP41/10•Ol• LSO) RE: N722JE S/N 760750 NOTIFY a...KW ••••• a Fat re.An. um wavily./ 'web? nr.4s Mal Ow Ilana Nal est In UV. •I my...ay ...scow ••• ar. inharbobar 4. MAAS ainay,sseaona. ea... ton el 4.Y.P......." 1 ....+ 1 •••••••......4nad ',the Oa* and IN.. S.W. a. M. Won avri one a Beal lita• _VI.... Jamie ..01 Of .4•••••••••1 by any ad stair. birmed stew...ma en. taw aro. Palk. I Irt *Neared ....by.. .. nn.i. 0 • <ort a On .N•lhoMIansql al (inf. 1• the tenet Iran agel taws i+• nn ce•-...d Th. Mr... Wen ....r ai nia. b. M.Y. .." ......." ..... 1" nini • 0.di " CUSTOMER SIGNATURE , ovei64, PREPARED BY (PLEASE PRINT) EXTENSION ppr 7 ' - „ - - VERIFIED SIGNATURE CARD ItoppheabIe. SRAM CORR Of VINCI% License or r Passpor I CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES • MUST BE FOLLOWED FOR NON-ESTABUSHED CUSTOMERS CUSTOMER WHO CALLED: CALL BACK NUMBER: WHO RECEIVED CALL: CALL BACK BY: TIME RECEIVED CALL: R 1 1 IN ' TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000380 35 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY15, 027744/ and 17 EFTA_00261195 EFTA01339753 TEMPLATE NO. CONTROL Iron 0 PT USE OMNI Bank of America -t> AUTHORIZATION TO TRANSFER DOMESTIC WIRE (WITHIN Revise, I MARIO!? FUNDS FORM THE US) IBC CUSTOMER (ORIGINATOR INFORMATION DATE 6/13/2019 IBC BRANCH WRITTEN AMOUNT ft' AMOUNT $ 100,000.00 FEE DEBIT ACCOUNT NUMBER / OR CHECK It ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 4848 SW 36TH STREET CITY/STATE/ZIP OKLAHOMA CITY, OK 73179 TEL NO 405-681-6663 .41ENEFICIARY (RECEIVER) BANK INFORMATION RECEIVER BANK , BANK OF AMERICA ABA/ROUTING 0 BRANCH CITY & STATE Guilford, CT BENEFICIARY INFORMATION BENEFICIARY JET LLC fi gUARDIAN BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS 102A BROAD STREET CITY GUILFORD STATE CT ZIP CODE 06437 COUNTRY FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT # FURTHER CREDIT BNF ADDRESS CITY STATE ZIP CODE d r COUNTRY OBI REFERENcEroncerpiencmayihro) , RE: N722JE S/N 760750 NOTIFY . CoMNYIetlelef• 01141.14 ••••141•1. St 0••••11$0100 Pet *try torn inat the Sn 0.0 MI bOak an nuns, %tarn , Pee sty 'sums?, Mas4 de., mob...at mow PM 0 any trek ray. or noose al manna gelelle. ,..„,„,"...,,,....,................".agsbasknaywne.a.n..............natebrnanmednabrAna nag.'"""^"•* `1"""^"'"'""" an,..; au ovirertranan setenat• is On cerestwas a amens hn«, tomarm 7. prow ...wt... itorminselva• bb trilled towbar ars, . 'COMA ii•Si. • COWCIt b Wand fOrMime. CUSTOMER SIGNATURE arkrd 6. A lai PREPARED BY (PLEASE PRINT( EXTENSION ST,47ZetP ,,,,,,,,icse attach Copy.% Ornery [kens° or Passport VERIFIED SIGNATURE CARD CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES-MUST BE FOLLOWED FOR NON-ESTABUSHED CUSTOMERS CUSTOMERWHO CALLED: CALL BACK NUMBER: WHO RECEIVED CALL: CALL BACK BY: . TIME RECEIVED CALL: l ^ TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000381 SDNY_GM_02774486 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1 96 EFTA01339754 Transfer Your Money Bank America's Most Convenient Bank° Transfer Your Money Thank you! Your wire transfer has been scheduled. Please note, wires received after 5 PM ET on a business day, or any time on a Saturday, Sunday or federal holiday, will deliver on the next business day. ID Payment From Amount 454086 TD BUSINESS CONVENIENCE PLU $962.50 Fee https://www.feeds.td.com/en/docume nt/oao/pdf/l_fees.pdf Effective date Jun 13, 2019 Message Movement cost 6213/19. 1102 AM hops.11onl.nabsnkIng.tdbentcomtaticansfectwinitirevieve/succoss Page I at 2 CONFIDENTIAL Subject to Protective Order IATS - 000382 SDNY_GM_02774487 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261197 EFTA01339755 Translet Your Money Beneficiary Name Address 21 E. Main Street Suite 100 Oklahoma City, OK 73104 Bank Insured Aircraft Title Service BANK OF AMERICA N.A. P.O. BOX 27025 RICHMOND, VA 23261 8004460135 RTN Account type Checking Account 2019 TD Bank, N.A. Ap Rights Reserved hitprRonlinobanicinoidbank.comiiitranslerhtlioicirdlow 6/13/19. 11:02 AM Page 2 al 7 CONFIDENTIAL Subject to Protective Order IATS - 000383 SDNY_GM_02774488 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261128 EFTA01339756 CO:1.O019 Subject: Privileged and Confidential From: "Darren Indyke" Sent: 6/13/2019 10:04:46 AM To: CC: "Darren Indyke" Attachments: Transfer Your Money.pdf vt CONFIDENTIAL Subject to Protective Order IATS - 000384 SDNY GM_02774489 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261129 EFTA01339757 Incoming Payments Report Company: Insured Aircraft Title Service LLC Requester: FMK Tiffany Run Date: 03/29/2019 3:25:26 PM CDT Incoming Payments Originator Information Originatoa HYPERION AIR. LLC C./O HBRK ASSOCIATES. INC 575 LEXINGTON AVENUEATH FLOOR NEW YORK NY 10022 Beneficiary Details Beneficiary: INSURED AIRCRAFT TITLE SERVICE 21 E MAIN STREET SUITE 100 OKLAHOMA CITY OK 73104 Payment Details Credit Amount: 2,501,700.00 Credit Currency: USD Currency Rate: Optional Information Clearing Reference fr: 20100329B108313C05601403291622 Additional Routing Intermediary Bank Extended Remittance Control Information CONFIDENTIAL DEUTSCHE BANK TRUST CO. AMERICAS Input Time: 03/29/2019 3:22:19 PM CDT Bank of America e Merrill Lynch N)-7V-3.% Transaction ID: 2019032900571561 Originator Bank ID: BKTRUS33PWM inaSTATION Originator Account: Beneficiary Bank: ERICA N A. Beneficiary Account: Pay Date: 03/29/2019 3:2225 PM COT Beneficiary Information: REFERENCE TAIL N722JE SERIAL 1407607 50 HYPERION AIR LLC BALANCE OF PURC HASE PRICE PLUS ONE HALF ESCROW FEE FOR N722JE Receiver Information: Subject to Protective Order IATS - 000385 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774490 and 17 EFTA_00261130 EFTA01339758 A Insured Aircraft Title Service, LLC 21 E. Hain Street, Suite 100, Oklahoma Gill, OK 73104 405-681-6663 800-654-4882 FAX: 405-681-9299 DEPOSIT CONFIRMATION RE: KEYSTONE HELICOPTER S-76C SERIAL NUMBER: 760750 N722JE FROM: NICOLE MOGHBEL February 21, 2019 (1) PAGE TO WHOM IT MAY CONCERN: THIS WILL CONFIRM THAT I.A.T.S HAS RECEIVED INTO ESCROW THE SUM OF $500,000.00 FROM 42953432-HYPERION AIR LLC AS A DEPOSIT ON THE ABOVE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW AND IS CONSIDERED FULLY REFUNDABLE PENDING OUR RECEIPT OF FURTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT GOVERNING THE FUNDS HELD IN ESCROW. PLEASE FEEL FREE TO CONTACT ME DIRECT AT 800-654-4882 WITH ANY QUESTIONS OR IF YOU DESIRE ADDITIONAL INFORMATION. BEST REGARDS, Kim ple.si4c1 NICOLE MOGHBEL ASSISTANT TO KIRK WOFORD, PRESIDENT SIGNED, SUBJECT TO TATS TERMS & CONDITIONS CONFIDENTIAL Subject to Protective Order IATS - 000386 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY15, 02775491 and 17 EFTA_00261131 EFTA01339759 212112( 1 Subject: Re[21: N7221E Deposit From: "Nicole Moghbel" Sent: 2/21/2019 7:07:34 AM To: watt Walter" CC: "Kirk Woford" a "Larry isos Attachments: N722JE-Deposit.pdf Please see attached. Nicole Moghbel Executive Assistant to Kirk Woford-President Insured Aircraft Title Service, LLC 21 East Main Street Suite 100 Oklahoma City, OK 73104 ATTENTION: WE HAVE MOVED. PLEASE NOTE OUR NEW ADDRESS. Original Message From: "Matt Walter" To: "Nicole Moghbel Cc: "Larry Visoski" Sent: 2/21/2019 6:58:50 AM Subject: Re: N7221E Deposit "Kirk Woford" I typically see a letter confirming that the deposit was sent from the entity that we have the LOI with. Has that changed at IATS? I guess I need to send you the LOI! Coming your way. Matt Walter, CPA Sales Director Guardian Jet CONFIDENTIAL Subject to Protective Order 12 IATS - 000387 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774492 and 17 EFTA_00261132 EFTA01339760 2/21120 1 Subject Re: N722JE Deposit From: "Nicole Moghbel" Sent: 2/21/2019 6:56:50 AM To: "Matt Walter" "Kirk Woford" CC: "Larry Visoski" Matt, I can confirm that we are in receipt of the funds. Sincerely, Nicole Moghbel Executive Assistant to Kirk Woford-President Insured Aircraft Title Service, LLC 21 East Main Street, Suite 100 Oklahoma City, OK 73104 ATTENTION: WE HAVE MOVED. PLEASE NOTE OUR NEW ADDRESS. Original Message From: "Matt Walter" ; "Kirk Woford" Cc: "Larry Visoski Sent: 2/21/2019 6:22:31 AM Subject: N722JE Deposit Angie or Kirk - please see yesterday's outgoing wire notice attached. Can you confirm receipt of the deposit against this helicopter? I would imagine it's arrived by now. If any issues, I've copied Larry Visoski who is the buyer's contact. I represent the seller. Thanks Matt 1/2 CONFIDENTIAL Subject to Protective Order IATS - 000388 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774493 and 17 EFTA_00261133 EFTA01339761 Incoming Payments Report Company: Insured Aircraft Title SeMce LLC Requester: Fmcc, Tiffany ct un Date: 02120!201910:19:39 AM CST Incoming Payments Originator information Originator HYPERION AIR, LLC ASSOCIATES, INC 675 LEXINGTON AVENUE,4TH FLOOR NEW YORK, NY 10022 Beneficiary Details Beneficiary: INSURED AIRCRAFT TITLE SERVICE 21 E MAIN STREET SUITE 100 OKLAHOMA CITY OK 73104 Payment Details Credit Amount: 500,000.00 Credit Currency: USD Currency Rate: Optional Information Clearing Reference X: 201902209108353C01094602201043 Bank of America S' Merrill Lynch Transaction ID: 2019022000317840 goci. Originator Bank ID Originator Account LEGAL WORKSTATION Beneficiary Ban ICA, N.A. Beneficiary Accouniell. Pay Date: 02120/2019 9:43:24 Mt CST Beneficiary Information: REFERENCE TAIL NO N722JE SERIAL N07 60750 HYPERION AIR LW Additional Routing intermediary Bank: Receiver Information: DEUTSCHE BANK TRUST CO. AMERICAS Extended Remittance Control information Input Time: 02/2012019 9:43:19 AM CST CONFIDENTIAL Subject to Protective Order IATS - 000389 SONY GM_02774494 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 011261134 EFTA01339762 UIL [JULIA. e Elk Wire Confirmation The wire transfer request below has boon transmitted successfully, The template created with the transfer request has been created successfully. The balances shown below aro recorded at the limo of the request. Schedule Information Canfrmatka: Approval status: 1 of I received Transmitted: 02/2012019 10:39:43 AM (ET) Transmitted by. BELLAKLEIN Debit information Template name: Hyperion to Insured AiragLiaServlce Hyperion Alt, LUX • DDA=. DBTCA Checking • 51,249,347.94 Account: (Balance as of: 02!20'201910:30:31 AM (ET) Not a guarantee of available funds.) Wire type: Domestic wire Security code: Send on date: 0212012019 Amount: 500,000.00 Currency: USD Recipient information Bank ID typo: Bank ID: IS= Bank name: BANK OF AMERICA. N A.. NY Bank address 1: Oklahoma City Bank address 2: O1( 73102 Bank address 3: Recipient account (If appropriate enter the IBAN) Recipient name: Insured Aircraft lltie Service Recipient address 1: 21 E Main Skeet Suite 100 Recipient address 2: Oklahoma City OK 73104 Recipient address 3: Additional information for recipient: Reference Tail No N722JE Serial No 760750 Hyperion Air LLC First Intermediary Information Bank ID type: Bank ID: Intermediary account (If appropriate enter the IBAN) Bank name: Bank address 1: Bank address 2: Bank address 3: CONFIDENTIAL Subject to Protective Order IATS - O00390 SDNY_GM_02774495 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261135 EFTA01339763 Second Intermediary Information Bank ID type: Bank ID: Intermediary account: (If appropriate enter the IBAN) Bank name: Bark address 1: Bank address 2: Bank address 3: Wire Initiator Information Wire Initiator name: Wire Initiator address 1: Wire Initiator address 2: Wee Initiator address 3: Bella !Gain cro KIRK Associates, Inc 575 Lexington Avenue.4th Floor New York. NY 10022 CONFIDENTIAL Subject to Protective Order IATS - 000391 SDNY_GM_02774496 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261136 EFTA01339764 From: Larry Vlsoskl Subject: Re: IATS Wire Transfer lost:oche:1s Date: February 20. 2019 el 10:19 AM To: Sella Klein Cc: Richard K Also ref on the wire: Tail Number: N722JE Serial 760750 Hyperion Air, LLC Sent from my iPhone On Feb 20, 2019, at 9:37 AM, Bella Klein MENEM= wrote: Please forward the attachment and i will process the wire Thank you, Bella On Feb 20, 2019, at 9:31 AM, Richard Kahn agel wrote: Larry we will send wire by 10am and money will be in their account by 12pm. Thanks. Richard Kahn HBRK Associates Inc. 575 Lexington Avenue, 4th Floor New York, NY 10022 On Feb 20, 2019, at 9:08 AM, Larry Visoski wrote: CONFIDENTIAL Subject to Protective Order IATS - 000392 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774497 and 17 EFTA_00261137 EFTA01339765 Insured Aircraft Title Service, LLC 21E. Main Street, Suite 100, Oklahoma City, OK 79104 405-681-6663 800-654.4882 FAX: 405-681-9299 Th)41; I. i I INSTRUCTIONS FOR USD PAYMENTS TO BANK OF AMERICA U.S. & INTERNATIONAL WIRE TRANSFERS BENEFICIARY BANK: BANK OF AMERICA ABA, 211 N Robinson Ave, Oklahoma City, OK 73102 SWIFT CREDIT: INSURED AIRCRAFT TITLE SERVICE ACCOUNT 21 E. Main Street, Suite 100, Oklahoma City, OK 73104 PHONE ADVISE: Kirk Woford REFERENCE: — AIRCRAFT REGISTRATION AND SERIAL NUMBER (---) NirKYE Seem' AID, it 40-7sD 4 5t0,00D FUNDS HELD IN ESCROW ARE NON-INTEREST BEARING ESCROW FEES MUST BE PAID AT CLOSING. A MINIMUM $150.00 FEE WILL BE ASSESSED FOR AN UNSUCCESSFULLY CLOSED ESCROW. ESCROW DEPOSITS RECEIVED ARE CONSIDERED REFUNDABLE TO THE DEPOSITOR UNTIL WE ARE NOTIFIED OTHERWISE BY THE DEPOSITOR OR UNTIL WE ARE IN RECEIPT OF A PURCHASE AGREEMENT THAT HAS BEEN EXECUTED BY BOTH PURCHASER AND SELLER OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD IN ESCROW. CONFIDENTIAL Subject to Protective Order IATS - 000393 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774498 and 17 EFTA_OO261 138 EFTA01339766 From: Larry Vlsoskl Subject: Fwd. IATS Wee Translet Instructions Date. February 20, 2019 a19:06 AM To: Rich Ka Cei Bella KIO Rich & Bella Can you let me know when the wire is sent, so I can inform Matt the Broker at Guardian Jet to confirm it's been received? (I'll be in the dentist chair from 11am until 12:30pm today, FYI) Thx Larry Sent from my iPhone Begin forwarded message: From: J <jeevacation@gmail,com> Date: February 20, 2019 at 8:55:47 AM EST To: Darren Indyke Cc: Richard Kahn Subject: Re: IATS Wire Transfer Instructions ok On Wed, Feb 20, 2019 at 8:55 AM Darren Indyke alla wrote: LOI is in the name of Hyperion Air LLC. That should be the depositor. DARREN K. INDYKE 1 5300 W. Atlantic Avenue, Suite 602 Defray Beach, Florida 33484 The information contained in this communication is confidential. may be attorney-client CONFIDENTIAL Subject to Protective Order IATS - 000394 SDNY_GM_02774499 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261139 EFTA01339767 privileged, and is intended only for the use of the addressee. It is the property of • Darren K. Indyke. Unauthorized use, disclosure or copying of this communication • or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke - O2019 Darren K. Indyke — All rights reserved. On Feb 20, 2019, at 8:53 AM, Richard Kahn wrote: please advise on entity to send deposit? plan d? jege Ilc? hyperion air II? something else thank you Richard Kahn HBRK Associates Inc. 575 Lexington Avenue, 4th Floor New York, NY 10022 On Feb 20, 2019, at 8:49 AM, J <jeevacation@gmail corn> wrote: yes On Wed, Feb 20, 2019 at 8:48 AM Larry Visoski wrote: Jeffrey CONFIDENTIAL Subject to Protective Order IATS - 000395 SDNY_GM_02774500 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261140 EFTA01339768 Should we place deposit in escrow. See email from Matt: Larry - see attached for insured aircraft wire instructions. Can you send me a note when the deposit is in? Once escrow confirms it's in we will remove the other hell from the market. Thanks Matt Sent from my iPhone Begin forwarded message: From: Matt Walter Date: February 20, 2019 at 8:43:48 AM EST To: Larry Visoski Subject: MIS Wire Transfer Instructions Larry - see attached for insured aircraft wire instructions. Can you send me a note when the deposit is in? Once escrow confirms it's in we will remove the other heli from the market. Thanks Matt Matt Walter, CPA Sales Director Guardian Jet please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of CONFIDENTIAL Subject to Protective Order IATS - 000396 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774501 and 17 EFTA_00261141 EFTA01339769 From: Larry Mos13111. Subtect Fwd: LOIN] Date: February 19, 2019 al 6:45 PM To: Je vacation teevacationtronmail.coin Cc: Darren1MA Signed LOI See email from Matt, Sent from my iPhone Rich Kohrl Begin forwarded message: From: Matt Walter Date: February 19, 2019 at 6:42:53 PM To: Larry Visoski Subject: LOIN722JE signed Larry see attached. CVS's aviation attorney will work to get the first draft of the agreement out ASAP. Can we close by the end of March? They would really like to close in March. Thanks let's speak tomorrow. Matt. a L0I Helo N722J...-19.pdf Matt Walter, CPA Sales Director Guardian Jet CONFIDENTIAL Subject to Protective Order IATS - 000397 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774502 and 17 EFTA_0026114/ EFTA01339770 J.FITER OF 'INTENT February 18;2019 ASI Wings. LW 151 faitpingtcm Avenue • Hartford, CT061,56. Re: 2008 'Keystone (SikOrsity)S-76C Helicopter Serial No. 760750. U.S. Registration No. N727-IF, Ladies andGentlemen: HyPhrion.Air, 11,C ("Purchaser) :hereby expresses its intent to purchase from ASI Wings Ile ("Seller', that certain 2008 Keystone (Sikorsky)S-2fiC helienpler (s.ometimesreferred to as a S￾76OH-), bearing Manufacturer's Serial No. 760750 and U.S. Registrationlsio. /472VE„ With two (2) TurhOntepa A.triel 2S2 engines, together ,with all avionics, equipment (including loose' .equipmentin the Seller's possession);systems, furniShitigsend accesSoriei installed oii, Contained in; attached: to or associated with said helicopter end engines, and also including all aitfrathei engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, Checklists, drawings, anyissuedFAA Form 21's, wanantydocuttients, andel' other recoritaimd paperwork relating to the above-described heficoptenend engines required by the PAA. to be in Seller's possession, all as is to be more particularly deseribed in the definitive ivritteai Aircraft PurebaseA,greoment describedbelow(Collectively, theAircrafel subject to the followingternis and conditions: 1. Thetotal piuthape.pricefortheAiroraft shall be the woof Three Million United States Dollars 03,000,000.60 USD) payable as follows: (0 Within two .(2). business days after Seller's atieeptenbef of this later of relent MOP), Pnrchasershall wiretransfer a fully refundable Five Hundred Thousand U.S. Defier ($500,000.00 USD) deposit (the "Deposit') to [listed Aircraft Title Seavice, Inc., Oklahoma City, Oklahoma, Atm loan .RdbertS, Vice President (the "Escrow Agent% infavoref Seller with specific reference. to the Aircraft, which Deposit shall be held in escrow and disbursed in actordenee with the ten* and conditionsset forttlin thedefuritive written Aircraft Purchase Agreement described below; and QS The balance of the purchase price for the Aircraft. in the amount of Two Million -Five.HUndred ThousandUnited Statist Dollars ($2,500,000.00 USD) shall be paid at the closing previdedforje the definitive Aircraft Purchase Agreement described below, saidpurchase pricebalarice to bewiretranSfeiredpriOrto sueh closinginto a special escrow account of he Escrow. Attainfavor of Seller with specific to the Aircraftfor its disbursement to:the Seller at said closing upon the satisfaction of the conditions and requirements to be. set forth in the said Aircraft Purchase 2 CONFIDENTIAL Subject to Protective Order IATS - 000398 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY15, 02774503 and 17 EFTA_0026 1143 EFTA01339771 Agreement 2.. The Deposit and. this LOI shall be subjeot Jo the execution of a definitive. Written Aircraft Aircra Purchase Agreement between Seiler and 'webs:ter in Irwin andntlbstance intnualLy satisfactory 19 the parties, providing for the sale and purchase of the Aircraft on tennseansistent With this LOT, and such other terms and conditions as may beimuttially agreeable to the parties. Said definitive written Aircraft Purchase Agreement shall herein be referred. to as the "Purchase Agreement!, Sellerand Putchasershall uridettalosto execute. and deliver to each other the mutually acceptable Purchase Agreement within ten (l0)busitiess days after theaceeptartee0f this LOT by Seller Mindirated by Sellers/le-store below. TbeParchnseAgreement, the initial draft of which shall begenerattriby the seller, shall SuParSede lbiala in itsentirety. and, if thereshoultibe any conflicts between the proviiidas of the Purchase Agreement and-this LO1, the-proviSionsnf the PurchaSeAgreeinent shell 'control for all petposesilf thepariles fail le enter into the-Purchase Agreefnent within sect ten OA business day period? *pi:unless the patties mutually agree in writing-to extend the datefor execution, the Escrow-Agent-dud; within one.(1) business day atlantic expiration of such ten (to) bisinessrisqpetiod,nsturn the Deposit to Purchaser, and'neither Seller nor Putt-baser shall have any firtherliability to the otherparly, 3: The. Antraftahall he delivered with.goed and marketable title and free and clear of all liens, claims; demands-antlencunibrahees. 4. TheAircraftshallberielivered in anairworillycontlitidn Witb aValitstandrad US, Certificate of Airworthiness and shall.comply in all respects with. the "Delivery.Conditide to be defined and ape/ rifled in detail ih the PinchaseAgreement. 5. A. pit-purchase inspection of theAlesraft sheltie conducted at a munitillyagreeable facility to be specified in the Purchase Agreement, and the scope of the .p$-purchase inspect*, including mechanical and records inspections,:test flights and the Act will also be spetifiedin the Purchase Agreement Cletingtin the purchate of the Aircraft shall be subject to Purchaser's satisfaction, in Purchases sole discretion; with the results .otthe pre-purchateihspection of the Aircraft Upon 'completion of the Pre-Plitchogo in-Mimics? PUrcharter and..8eller will.mutually agreevpon list of airworthiness discrepancies, such list till be compktedno later than.ten (10) business days after the beginning. of die prepurchase inspection, Purchaser will provide written ,adoeptante or rejection of the. Aircraft Within. two .(2) btaines.s (Jaya:after receipt of the aforementioned list of discrepancies. Purclaset's technical acceptance-of the Aircrift will be indicated via. an. Aircraft Techincal Acceptance Certificate which Will bo an exhibit of the Purchase Agreement. At the execution of 'the. Aircraft teChnical Acceptance Certificate, the deposit. Will become. non￾Preipurthase inspection to begin within 'five (5) business 'days after notification that the Aircraft is readyfor ilispectitinorattbernaintertaneef.acility's first available openingthereafter. Closing and delivery to like place within two (2) business days following resolution of Me discrepancies-listed an the-AiretitftlPechniellAccentaiwe Certificate or such other date es-the patties may agree to inwritingoubjectto conditions in this LOT being cornpliedwith. 3 CONFIDENTIAL Subject to Protective Order IATS - 000399 504 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, SDNY_G141_02774 15, and 17 EFTA_0026I144 EFTA01339772 6, Movenient to and From the pre-purchase inspection facility, anyvisual inspection, delivery flight, or test flights will be paid for in advance directlrto Seller era rate equatto Eight Hundred SeventyliVe United $tateaDollara.($875:00 usp) per flighthour. '7. Both Seller and Purchaser agree and acicnowiedge that this LOX constitutesa non-binding letter, f intent ant except.for the,provisions regarding the Deposit, whibh the patties agree create legal and blitding obligations, does:not and is not intended to create any legal obligation or enforceable right in. any party. 8. This LOT Will rem* in effect until 5:01) p.M. BST on Pebruary'20,;2019, after. which, if not accepted bySeller,, it shall expire and havono further fcitcoor effect/This TAI Maybe accepted by Seller's returning, by email : a pdf of a copy hereof( signed by an authorited representative of Sellet,to tarty Viaositi,Manager, at Ivjecgaol.conl prior tb That time. Pottory1S2019 4 CONFIDENTIAL Subject to Protective Order IATS - 000400 SDNY_GM_02774505 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261145 EFTA01339773 ACCEPTED: CVS PHARMACY, INC., On behalf of its wholly owned indirect subsidiary, ASI WINGS LLC By: ' Name: `-ic;" (4-k Va i Co s Title: h-6-J r tea/ ene Date: February 1 , 2019 CONFIDENTIAL Subject to Protective Order IATS - 000401 SDNY_GM_02774506 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261146 EFTA01339774 FAA/IR Searches CONFIDENTIAL Subject to Protective Order IATS - 000402 SDNY_GM_02774507 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261147 EFTA01339775 allORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment This certificate was created on 13 Jun 2019 at 16:19:20 GMT Requested by: Woford K of Insured Aircraft Title Service. LLC Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: SIKORSKY Model Designation: 5.76 Manufacturer's Serial Number: 760750 Certificate Number 1240141 26 Jul 2011 18:01:37 GMT File Number: 732496 c Type: Sale o Fractional or Partial Interest: 100.000000% , re Seller. Freedom Air International. Inc.' (jrl_docsepinsuredaircralt corn) VI Buyer: ASI Wags: LLC (irclosings2egichristavtation corn) cm o et 13 Jun 2019 16:03:01 GMT File Number: 1644795 5 ce Type: Sale Fractional or Partial Interest: 100.000000% Seller: ASI Wings, LLC (rclosings2©glIChnstaviation corn) Buyer: Hyperion Air. LW (kw6_dom@insuredaircraft.com) End of List In conformity with Article 22(3) of the Cape Town Convention "international interest in this certificate denotes an interest which the creditor has acquked or intends to acquire and is not intended to indicate whether what is registered is an international interest or a prospective international interest. Similarly: with reference to Article 19(4) and 19(5) of the Cape Town Convention: 'assignment* is not intended to indicate whether what Is registered is an assignment or a prospective assignment, and. in conformity with ArticM Ill of the Aircraft Protocol. 'sale' is not intended to indicate whether what is registered is a sale or a prospective sale. The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within sac decimal places. Percentages shown are of the full aircraft object. 'The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Entity Reference Old Name Air Ghisiaine. Inc. New Name Date Changed on International Registry _ . . Freedom Air International, Inc 25.Jui-2011 This document has been digitally signed by the fiegtsuar and the signature has been hied Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000403 SONY_GM_02774508 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261148 EFTA01339776 PRIORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment This cembeate was created on 13 Jun 2019 at 16.19'20 GMT Requested by: Wolord K of Insured Aircraft Title Service. LLC Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: TURBOMECA Model Designation: ARRIEL 2S2 Manufacturer's Serial Number: 42285 - — Certificate Number 1240142 26 Jul 2011 18:06:15 GMT File Number: 732506 c Type: Sale • Fractional or Partial Interest: 100.000000% ii l Seller: Freedom Air international, Inc.* gri_docs@insuredaircraft.com) Buyer: ASIlNings. LLC (irclosings2@gilcluistaviation.com) at 0 K 13 Jun 2019 16:17:01 GMT File Number: 1644797 c Type: Sale • Fractional or Partial IMerest: 100.000000% ra Seller. ASl Wings. LLC (Irclosings2@gachristavration corn) Buyer: Hyperion Air. LW (contdocs@insuredaircraft corn) F End of List In conformity with Artiste 22(3) of the Cape Town Gonvanhon -inteinatranal Interest' in this certificate denotes an interest which the creditor has acquired or intends to acquire and Is not intended to indicate whether what is registered is an international interest or a prospective international interest. Similarly, with reference to Article 19(4) and 19(5) of the Cape Town Convention. *assignment' is not intended to indicate whether what is registered is an assignment or a prospective assignment, and, in conformity with Arlide Ill of the Aircraft Protocol. 'sale' is not intended to indicate whether what is registered is a sale or a prospective sale. The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in airaaft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. •The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Entity Reference Old Name New Name Date Changed on International Registry 0000293884 Air Ghislaine. Inc. Freedom Air International. Inc 25-Jul-2011 This document has boon digitally signed by the Registrar and the signature has been filed. Pagel& t CONFIDENTIAL Subject to Protective Order IATS - 000404 SDNY_GM_02774509 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261149 EFTA01339777 PRIORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment This certificate was created on 13 Jun 2019 at 16:19:20 GMT Requested by: Woford K of Insured Aircraft Title Service, LLC Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: TURBOMECA Model Designation: ARRIEL 2S2 Manufacturer's Serial Number: 42286 Certificate Number 1240143 26 Jul 2C11 18:11:56 GMT File Number: 732512 5 Type: Sale Fractional or Partial Interest: 100.000000% Seller: Freedom Air International, Inc.' (Jrl_docsiginsuredaircraft tom) Buyer: ASI Wings. LLC (irdosings2@gichristayiati0n.00m) gi re 13 Jun 2019 16:03:04 GMT File Numbur 1644796 c Type: Sale o Fractional or Partial Interest: 100.000000% :a e Seller: ASI Wings, LLC (urclosings2@gitchristayohon.com) 4; Buyer: Hyperion Air, LLC (Wet decsiginsured aircraft can) es m cc End of List In conformity with Artide 22(3) of the Cape Town Convention 'international Interest' in this certificate denotes an interest which the creditor has acquired or Intends to acquire and is not intended to indicate whether what is registered is an international interest or a prospective international interest Similarly. with reference to Article 19(4) and 19(5) of the Cape Town Convention. -assignment' is not intended to indicate whether what is registered is an assignment or a prospective assignment. and, in conformity with Article III of the Aircraft Protocol. 'sale is not Intended to indicate whether what is registered Is a sale or a prospective sale. The International Registry system is designed to use percentages with a maximum of six dermal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object 'The International Registry was notified that this entity had a change of name within the meaning set out In the Regulations and Procedures for the International Registry. Entity Reference Old Name New Name Date Changed on International Registry 0000293884 Air Ghislaine, Inc. Freedom Air International, Inc. 25-Jul-2011 This document has been digitally signed by the Registrar and the signature has been filed. Page 1 of 1 CONFIDENTIAL Subject to Protective Order IATS - 000405 SDNY GM_02774510 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 ISO EFTA01339778 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main, Suite 100 Oklahoma City, OK 73104 Attn: Kirk Woford cj 101 Insured Aircraft Title Service, LLC P O BM 19527 405-6814463 010-41401JA CITY. OICLIMPA4 73144 TOLL FREE PHONE 600-664-4992 RE: N/A FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: N722JE Make: Keystone Helicopter Model: S-76C Serial No.: 760750 Record Owner: ASI Wings, LLC Address: 151 Farmington Avenue, Hartford, CT 06156 Type: Corporation Date Registered: 8-16-11 Title: Assistant Corporate Secretary of Aetna Inc., its Managing Member Signed By: Melinda Westbrook Acquired By: Bill of Sale Date: 7-26-II Date Filed: 7-26-11 Recorded: 8-16-'1 FAA Doc. 14 DT007148 Previous Owner: Freedom Air International Inc. formerly Shmitka Air Inc. formerly Air Ghislaine Inc. Address: 103 Foulk Road, Ste. 202, Wilmington, DE 19803 Date Registered: 2-27-09 Subject To: NO LIENS OF RECORD Page 1 of 2 N722JE Ser. No. 760750 Printed: Feb 21, 2019 10:40 AM 4 1 CONFIDENTIAL Subject to Protective Order IATS - 000406 SDNY_GM_02774511 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261151 EFTA01339779 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main, Suite 100 Oklahoma City, OK 73104 Attn: Kirk Woford 101 Insured Aircraft Title Service, LLC P 0 BOX 19527 405681 C441 OKLAHOMA orf, OKLAHOMA 23144 TOLL FREE PHONE 1400464-41342 RE: N/A This search is subject to the filings reflected on the records and index of collateral provided by the FAA and Insured Aircraft Title Service assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA records and index of collateral are free of error. Report Date: 02/21/2019 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE By K. Williams KW/ts Title Examiner This title search DOES NOT include a search for registrations lodged at the International Registry of Mobile Assets. If this collateral qualifies under the provisions of the Capetown Convention and Aircraft Protocol, a separate search should be obtained. Page 2 of 2 N722JE Ser. No. 760750 Printed: Feb 21, 201910:40 AM CONFIDENTIAL Subject to Protective Order IATS - 000407 SDNY_GM_02774512 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261152 EFTA01339780 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main, Suite 100 Oklahoma City, OK 73104 Atm: Kirk Woford 101 Insured Aircraft Title Service, LLC 1113. BOX 19527 4054814899 C411.414014A CITE OKLAHOMA 73144 TOLL FREE: PHONE 000454-4882 RE: N722JE FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arriel 2S2 Serial No.: 42285TEC Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there are No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September 18, 1997. Page 1 of 2 Engine Ser. No. 42285TEC Printed: Feb 22, 2019 9:19 AM vet'S . W m‘.4/1 CONFIDENTIAL Subject to Protective Order IATS - 000408 SDNY_GM_02774513 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261153 EFTA01339781 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main, Suite 100 Oklahoma City, OK 73104 Ann: Kirk Woford 101 Insured Aircraft Title Service, LLC P 1:1 BOX 12627 4064414663 ONIA110MA Ctn. OKLA/101411 73114 TOLL EPEE: PHONE 800416.148112 RE: N722JE This search is subject to the filings reflected on the records and index of collateral provided by the FAA and Insured Aircraft Title Service assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA records and index of collateral are free of error. Report Date: 02/22/2019 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE By K. Selig KS/ts Title Examiner This title search DOES NOT include a search for registrations lodged at the International Registry of Mobile Assets. If this collateral qualifies under the provisions of the Capetown Convention and Aircraft Protocol, a separate search should be obtained. Page 2 of 2 Engine Ser. No. 42285TEC Printed: Feb 22, 2019 9:19 AM CONFIDENTIAL Subject to Protective Order IATS - 000409 SDNY_GM_02774514 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O261154 EFTA01339782 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main, Suite 100 Oklahoma City, OK 73104 Atm: Kirk Woford 101 Insured Aircraft The Service, LLC rn P 0.130% 19527 406481 6663 MAMMA MX OKL4.110Wk 73144 TOLL FREE PHONE 000464 VW RE: N722JE FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arriel 2S2 Serial No.: 42286TEC Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there are No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September 18, 1997. Page 1 of 2 Engine Ser. No. 42286TEC Printed: Feb 22, 2019 9:18 AM CONFIDENTIAL Subject to Protective Order IATS - 000410 SDNY_GM_02774515 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261155 EFTA01339783 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main, Suite 100 Oklahoma City, OK 73104 Attn: Kirk Woford 101 Insured Aircraft Title Service, LLC P O. PM 19627 405-6814663 OKLAMMA CM( OKLAHOMA 73144 TOIL MEE P140kIE 030484-4162 RE: N722JE This search is subject to the filings reflected on the records and index of collateral provided by the FAA and Insured Aircraft Title Service assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA records and index of collateral are free of error. Report Date: 02/22/2019 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE By K. Selig KS/ts Title Examiner This title search DOES NOT include a search for registrations lodged at the International Registry of Mobile Assets. If this collateral qualifies under the provisions of the Capetown Convention and Aircraft Protocol, a separate search should be obtained. Page 2 of 2 Engine Ser. No. 42286TEC Printed: Feb 22, 2019 9:18 AM CONFIDENTIAL Subject to Protective Order IATS - 000411 SDNY_GM_02774516 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261156 EFTA01339784 isIORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment This certificate was created on 21 Feb 2019 at 1726.31 GMT Requested by: Woford K of Insured Aircraft Title Service, LLC Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: SIKORSKY Model Designation: S-76 Manufacturer's Serial Number: 760750 Certificate Number 1201026 26 Jul 2011 18:01:37 GMT File Number: 73249G e Type: Sale a o Fractional or Partial interest: 100.000000% ti Seller: Freedom Air international, Inc: Orl_docsetinsuredaircraft corn) Ti Buyer: ASI Wings. LLC (ircioeings2(gidebeegildirlstosm) ar0 ce End of List The International Registry system is designed to use percentages with a maximum of sax decimal places when recording fractional and partial Interests in aircraft objects e.g. 12.123456% Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. 'The international Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Entity Reference Old Name Ni8w Name:. Date Changed on International Registry 0000293884 Air Ghislalne, Inc. Freedom Air International, Inc. 25-Jul-2011 This document has been cbgitally signed by the Registrar and the signature haS been filed. Page 1 oft CONFIDENTIAL Subject to Protective Order IATS - 000412 SDNY_GM_02774517 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261157 EFTA01339785 PRIORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment This certificate was created on 22 Fob 2019 at 16:31:26 GMT Requested by: WolOrd K of Insured Aircraft Title Service, LLC Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: TURBOMECA Model Designation: ARRIEL 232 Manufacturer's Serial Number: 42285 Certificate Number 1201385 26 Jul 2011 18:06:15 GMT File Number: 732506 c Typo: Sale o Fractional or Partial Interest: 100.000000% ia E Seller: Freedom Air Intemabonat Inc.' (jrl_docsainsuredaircraft com) s Buyer: ASI Wings. 'AC (irclosings2(ftdebeegilchrist.com) Eii o re End of List The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123156%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. 'The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Reference Old Name New Name Date Changed on International Registry 0000293884 Air Ghistaine, Inc. Freedom Air International:Inc. 25-Jul-2011 This document has been digitally signed by the Registrar and the signature has been filed. Page 1 ol I CONFIDENTIAL Subject to Protective Order IATS - 000413 SDNY_GM_02774518 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261158 EFTA01339786 PRIORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment This certificate was created on 22 Feb 2019 at 16 31.26 GMT Requested by: Woford K of Insured Aircraft Title Service. LLC Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: TURBOMECA Model Designation: ARRIEL 252 Manufacturers Serial Number: 42286 Certificate Number 1201386 26 Jul 2011 18:11:56 GMT File Number: 732512 5 Type: Sale Fractional or Partial Interest: 100.000000% Seller: Freedom Air International, Inc.' grl_doos@insuredaircraft.com) Buyer: ASI Wngs. LLC ( rclosincgs2 debeegilchrist.com) End of List The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aicrafl object. 'The International Registry was nMified that this entity had a change of name within the meaning set out in the Regulakins and Procedures for the International Registry. Entity Reference Old Name New Name Date Changed on International Registry 0000293884 Air Ghislaine. Inc Freedom Air International. Inc. 2S-Jul-2011 This document has been dignagy signed by the Registrar and the signature has been filed Page 1 of I CONFIDENTIAL Subject to Protective Order IATS - 000414 SDNY_GM_02774519 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261159 EFTA01339787 2/Z" " 19 Subject: Re[2]: N722JE SN760750 From: "Ryne Lamle" Sent: 2/22/2019 10:46:47 AM To: "Matt Walter" CC: "Nicole Moghbel" 1 ; "Larry Visoski" "Thomas M. Richardson" Attachments: N722JE FAA ENG TS001.pdf; N722JE IR ENG TS001.pdf Thanks Matt, Please see the attached engine title searches. Regards, Ryne Lamle Executive Assistant to Kirk Woford-President Insured Aircraft Title Service 21 East Main Street, Suite 100 Oklahoma City, OK 73104 Phone: 800-654-4882 Fax: 405.684-5009 ATTENTION: WE HAVE MOVED; OUR NEW ADDRESS IS: 21 EAST MAIN STREET, SUITE 100, OKLAHOMA CITY, OKLAHOMA 73104. "Please note: Our banking relationships have changed. Please send all escrow funds to our Bank of America accounts. If you need our current wire transfer instructions or have any questions, please do not hesitate to contact us." Original Message From: "Matt Walter" To: "Ryne Lamle" Cc: "Nicole Moghbel" "Thomas M. Richardson" Sent:2/21/20194:34:48 PM Subject: Re: N7221E 5N760750 Engine serial numbers: "Larry Visoski" 112 CONFIDENTIAL Subject to Protective Order IATS - 000415 SDNY_GM_02774520 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 I 60 EFTA01339788 2122 .9 Engine 1 — 42285TEC Engine 2 — 42286TEC Larry - can you confirm which entity will be executing the Sales Agreement? Reason we ask is because the entity that signed the LOI is a slightly different entity from the entity that sent the deposit in. Thanks. Matt Walter, CPA Sales Director Guardian Jet On Feb 21, 2019, at 12:48 PM, Ryne Lamle Hi Matt, wrote: Please see the attached FAA/IR title searches for N722JE. When available, please provide the engine info and we'll run those searches as well. Thanks, Ryne Lamle %2 Executive Assistant to Kirk Woford-President Insured Aircraft Title Service 21 East Main Street, Suite 100 Oklahoma City. OK 73104 ATTENTION: WE HAVE MOVED; OUR NEW ADDRESS IS: 21 EAST MAIN STREET, SUITE 100, OKLAHOMA CITY, OKLAHOMA 73104. —Please note: Our banking relationships have changed. Please send all escrow funds to our Bank of America accounts. If you need our current wire transfer instructions or have any questions, please do not hesitate to contact us.— <N722.1E FAA TS001.pdf> <N722JE IR TS001.pdf> 7/2 CONFIDENTIAL Subject to Protective Order IATS - 000416 SDNY_GM_02774521 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261161 EFTA01339789 1/21/201. Subject: From: Sent: To: Attachments: Larry, N722JE SN760750 "Ryne Lamle" 2/21/2019 11:47:29 AM Nicole Moghbel" N722JE FAA TS001.pdf; N7221E IR TS001.pdf Please find attached, the FAA and IR title searches. Please provide the engine data when available so we can run those searches as well. Thanks! Ryne Lamle V Executive Assistant to Kirk Woford-President Insured Aircraft Title Service 21 East Main Street, Suite 100 Oklahoma City, OK 73104 ATTENTION: WE HAVE MOVED; OUR NEW ADDRESS IS: 21 EAST MAIN STREET, SUITE 100, OKLAHOMA CITY, OKLAHOMA 73104. "Please note: Our banking relationships have changed. Please send all escrow funds to our Bank of America accounts. If you need our current wire transfer instructions or have any questions, please do not hesitate to contact us.- 111 CONFIDENTIAL Subject to Protective Order IATS - 000417 SDNY_GM_02774522 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261162 EFTA01339790 L21/20 I:, Subject: N722JE SN760750 From: "Ryne Lamle" Sent: 2/21/2019 11:47:40 AM To: 'Nicole Moghbel" >; Attachments: N722JE FAA TS001.pdf; N722JE IR TS001.pdf Hi Matt, Please see the attached FAA/IR title searches for N722JE. When available, please provide the engine info and we'll run those searches as well. Thanks, Ryne Lamle F2 Executive Assistant to Kirk Woford-President Insured Aircraft Title Service 21 East Main Street, Suite 100 Oklahoma City. OK 73104 ATTENTION: WE HAVE MOVED; OUR NEW ADDRESS IS: 21 EAST MAIN STREET, SUITE 100, OKLAHOMA CITY, OKLAHOMA 73104. "Please note: Our banking relationships have changed. Please send all escrow funds to our Bank of America accounts. If you need our current wire transfer instructions or have any questions, please do not hesitate to contact us." 1/I CONFIDENTIAL Subject to Protective Order IATS - 000418 SDNY_GM_02774523 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261163 EFTA01339791 MA Registry - Aircraft • N•Nutnber Inquiry https:/fregistry.faa.goylaircraftinquityThINum_Results.aspx?NNum... FAA REGISTRY N-Number Inquiry Results N722JE is Assigned Aircraft Description Serial Number 760750 Manufacturer Name KEYSTONE HELICOPTER Status Valid Certificate Issue 08/16/2011 Date Model S-76C Expiration Date 08/31/2020 Type Aircraft Rotorcraft Type Engine Turbo-shaft Pending Number Change None Dealer No Date Change None Mode S Code (base 52325707 Authorized 8 / oct) MFR Year 2008 Mode S Code (base 16 / hex) A9ABC7 Type Registration LLC Fractional Owner NO Registered Owner Name Street ASI WINGS LLC 151 FARMINGTON AVE City HARTFORD State CONNECTICUT County HARTFORD Zip Code 06156-0001 Country UNITED STATES Airworthiness Engine Manufacturer TURBOMECA Classification Standard Engine Model ARRIEL 2S2 Category Transport A/W Date 12/08/2008 Exception Code No I or2 2/2112019, 6:31 AM CONFIDENTIAL Subject to Protective Order IATS - 000419 SDNY_GM_02774524 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261164 EFTA01339792 FAA Registry - Aircraft - N-Numbcr Inquiry littps://rcgistry.faa.gov/aircrallinquiry/NNum_Results.aspx?NNum... The information contained in this record should be the most current Airworthiness information available in the historical aircraft record. However, this data alone does not provide the basis for a determination regarding the airworthiness of an aircraft or the current aircraft configuration. For specific information, you may request a copy of the aircraft record at htto://aircraft.faa.gov/e.gov/ND/ Other Owner Names None Temporary Certificates Certificate Number T146046 Issue Date 08/04/2014 Expiration Date 09/03/2014 Fuel Modifications None 2 of 2 2/21/2019, 631 AM CONFIDENTIAL Subject to Protective Order IATS - 000420 SDNY_GM_02774525 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261165 EFTA01339793 Disbursement Instructions & Authorization CONFIDENTIAL Sullied to Protective Order IATS - 000421 SDNY_GM_02774526 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261166 EFTA01339794 PRIORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment This certificate was created on 13 Jun 2019 at 13.35:43 GMT Requested by: Angie Risley of Insured Aircraft Title Service, LLC Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: SIKORSKY Model Designation: 5.76 Manufacturer's Serial Number: 760750 Certificate Number 1240041 26 Jul 2011 18:01:37 GMT File Number: 732496- c Type: Sale o Fractional or Partial Interest: 100 000000% a Seller: Freedom Air International, Inc.' br1_docsr§insuredakaaft.com) Buyer: ASI Wngs, LLC (irclosings2@gitchnstaviation.COM) re End of List In conformity with Article 22(3) of the Cape Town Convention International Interest' In this certificate denotes an interest which the creditor has acquired or intends to acquire and is not intended to indicate whether what is registered Is an International interest or a prospective international interest. Similarly, with reference to Article 19(4) and 19(5) of the Cape Town Convention. 'assignment' is not intended to indicate whether what is registered is an assignment or a prospective assignment, and, in conformity with Article III of the Aircraft Protootil. 'sale is not Intended to indicate whether what is registered Is a sale or a prospective sale. The International Registry system is designed to use percentages with a maximum of six decimal paces when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. •The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Roferarico Old Name Now Name Date Changed on International Registry 0000293884 Alt GhIslaine, Inc Freedom Alr International, Inc. 25-Jul-2011 This document has boon dower signed by the Registrar and the signature has been tiled. Page 1 of 1 CONFIDENTIAL Subject to Protective Order IATS - 000422 SDNY_GM_02774527 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261167 EFTA01339795 PRIORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment This certificate was created on 13 Jun 2019 at 13:35:43 GMT Requested by: Angie Risley of Insured Aircraft Title Service. LLC Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: TURBOMECA Model Designation: ARRIEL 2S2 Manufacturer's Serial Number: 42285 Certificate Number 1240042 26 Jul 201148:06:15 GMT Ric Numbor: 732506 e Type: Sale • Fractional or Partial Interest: loG000000% 1 Seller: Freedom Air International. Inc.' (81_doCsratinsurednifcrac0a0 w Buyer. MI Ohne% LLC (irclosings2@gilcluntaviation.com) co e N End of List In conformity with Article 22(3) of the Cape Town Convention 'International interest' in this certificate {tondos an interest which the creditor has acquired or Intends to acquire and is not intended to indicate whether what Is reentered is an international Interest or a prospective international interest Similarly. with reference to Article 19(4) and 19(5) of the Cape Town Convention. 'assignment' is not intended to indicate whether what is registered is an assignment or a prospective assignment, and, in conformity with Article 111 of the Aircraft Protocol. 'sale" is not intended to indicate whether what L5 registered is a sate or a prospective Stile. The International Registry system Is designed to use percentages with a maximum of six decirnal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decknal places. Percentages shown are of the full aircraft object. •The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Name Change History Entity Reference Old Name 0000293884 AM GhIslalne, Inc. Now Name Freedom Air International. Inc Date Changed on International Registry 25-Jul-2011 This document has been digitally signed by the Registrar and the signature has been riled. Page 1 of/ CONFIDENTIAL Subject to Protective Order IATS - 000423 SDNY_GM_02774528 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261168 EFTA01339796 PRIORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment This certificate was created on 13 Jun 2019 al 13:35:43 GMT Requested by: Angie Risley of Insured Aircraft Title Service. LLC Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: TURBOMECA Model Designation: ARRIEL 2S2 Manufacturers Serial Number: 42286 Certificate Number 1240043 2b Jill 2011 18;11'56 GMT File Number. 732512 Type: Sale Fractional or Partial Interest: 100.000000% .r.. Seller: Freedom Air International, Inc.' tjrl_docs€insuredaircrah.com) Buyer: ASI Wings. LLC (rtcrosings2iggilchristavWbon.com) 0 End of List In conformity with Article 22(3) of the Cape Town Convention 'international interest' in this certificate denotes an interest which the credited' has acquired or intends to acquire and is not intended to indicate whether what is registered is an international interest or a prospective international Interest. Similarly, with reference to Article 19(4) and 19(5) of the Cape Town Convention, 'assignment is not intended to indicate whether what is registered is en assignment or a prospective assignment. and, in conformity with Article III of the Aircraft Protocol, 'sale' is not intended to indicate whether what is registered is a sale or a prospective sale. The International Registry system Is designed to use percentages with a maximum of six decimal places when recorthng fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot bo fully represented within six decimal places. Percentages shown are of the full aircraft object. 'The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Entity Reference Old Name New Name Date Changed on International Registry 0000293884 Air Ghislaine, Inc. Freedom Air International, Inc. 25-Jul-2011 This document has been digitally signed by the Registrar and the signature has boon filed Paget's( I CONFIDENTIAL Subject to Protective Order IATS - 000424 SDNY_GM_02774529 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261169 EFTA01339797 GEGIIP03 GFGIIM09 N-Number Serial Num : Mfr Name Model Name : AIRCRAFT DOCUMENT CONTROL SYSTEM REGISTRATION IMAGES Page 1 of 4 722JE 760750 KEYSTONE HELICOPTER S-76C DOCUMENTS 06/13/19 08:34 Document Description Status Doc ID Doc Date 4Pgs * 1. REG RENEWAL APP(ONLINE) ACCEPTED 9377 03/28/2017 4 2. RQST DUP/EXTENSION/TEMPORARY ACCEPTED 9736 08/04/2014 2 3. TEMPORARY CERTIFICATE ACCEPTED 9084 08/04/2014 2 4. REGISTRATION RENEWAL APP ACCEPTED 4974 07/14/2014 2 5. N-NUM CHANGE CANC. NOTICE ACCEPTED 1736 12/11/2012 2 6. FORM 8050-64 ACCEPTED 5077 09/16/2011 2 WINDOW 1 : Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT MAIN A/W +PAGE PREV +DOC CONFIDENTIAL Subject to Protective Order IATS - 000425 SDNY_GM_02774530 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261170 EFTA01339798 *** NO MATCHES FOUND *** ARCOLP01 AIRCRAFT REGISTRATION SYSTEM ARCOLM01 COLLATERAL INQUIRY 06/13/19 08:34 TYPE-COLL SEARCH CRITERIA 1 2,3,9 4 Type-Coll : 1 (Required) N-Number : 722JE Mfr Name Model Name • Serial Number: Air Carrier : Air Carr City: Air Carr Loc : S Recording Nbr: Enter-PF1---PF2---PF3---PF4---eF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT PREV CONFIDENTIAL Subject to Protective Order IATS - 000426 SDNY_GM_02774531 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 171 EFTA01339799 *** NO MATCHES FOUND *** ARCOLP01 AIRCRAFT REGISTRATION SYSTEM ARCOLM01 COLLATERAL INQUIRY 06/13/19 08:34 TYPE-COLL SEARCH CRITERIA Type-Coll : 2 (Required) 1 N-Number 2,3,9 Mfr Name Model Name • Serial Number: 42285 4 Air Carrier : Air Carr City: Air Carr Loc : 5 Recording Nbr: Enter-PF1---FF2---FF3---PF4---PF5---PF8---PF7---PF8---PF9---PF10--PF11--PF12--- CONT PREV CONFIDENTIAL Subject to Protective Order IATS - 000427 SDNY_GM_02 774532 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261172 EFTA01339800 *** NO MATCHES FOUND *** ARCOLP01 AIRCRAFT REGISTRATION SYSTEM ARCOLM01 COLLATERAL INQUIRY 06/13/19 08:34 TYPE-COLL SEARCH CRITERIA Type-Coll : 2 (Required) 1 N -Number 2,3,9 Mfr Name Model Name • Serial Number: 42286 4 Air Carrier : Air Carr City: Air Carr Loc : 5 Recording Nbr: Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PFS---PF9---PF10--PF11--PF12--- CONT PREV CONFIDENTIAL Subject to Protective Order IATS - 000428 SDNY_GM_02774533 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261173 EFTA01339801 Subject: {Disarmed} RE: N722JE From: "Smith, Darin P." Sent: 6/12/2019 3:48:27 PM To: "Matt Walter" ; "Angie Risley" apriore, Steven J." >• Approved. Regards, Darin Darin P. Smith, Senior Legal Counsel — Corporate Services CVS Health One CVS Drive Woonsocket, RI 02895 Mail Code 1160 VCVSHealth CONFIDENTIALITY NOTICE: This communication and any attadtments may contain confidential and/or privileged information for the use of the designated recipients named above. If you are not the intended recipient, you are hereby notified that you have received this oommunication in error and that any review, disclosure, dissemnatiOn. dead:Mtn or copying of it or Its contents is prohbited. If you have received this communication in error, please notify the sender immediately by email or telephone and destroy at copies of this communication and any attachments. Thank You. From: Matt Walter (mailto Sent: Wednesda June 12 2019 4:43 PM To: Angie Risley Lapriore, Steven 1. Smith, Darin P. Subject: (EXTERNAL) RE: N722JE Angie — here is a draft closing statement, along with Seller's wiring instructions (which have also been entered into the closing statement). Darin can approve via email/phone call for you. Thank you. Matt Walter, CPA 1/3 CONFIDENTIAL Subject to Protective Order IATS - 000429 SDNY_GM_02774534 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261174 EFTA01339802 6/12/200 Sales Director Guardian let PAailScanner has detected a possible fraud attempt from "uridefense.proofoointcom" claiming to be www.ouardianiet.corn For a complete list of our current aircraft inventory, visit us online at MallScanner has detected a possible fraud attempt from "orldefense,oroofpoint,com- claimlne to be www.ouardlanletcornialrcraft-salos From: Angie Risley [MailScanner has detected a possible fraud attempt from "insuredaircraft.com" claiming to be mailto: Sent: Wednesday, June 12, 2019 4:37 PM To: 'Lapriore, Steven 3.'; Matt Walter; mith, Darin P.' Subject: N722JE All￾The outstanding items I will need before closing are the following: 1.) Attached FAA Bill of Sale 2.) Attached Warranty Bill of Sale 3.) Disbursement instructions for proceeds. Will you be paying a commission to Guardian Jet or any other invoice I will need to know about? I will need amounts and wiring instructions for each entity I am paying. I can send the FAA Bill of Sale and Warranty Bill of Sale to the person signing via docusign for their digital signature. I will just need the name of that person and their email address. Thank you! Angie Risley Escrow Agent /Executive Assistant to Kirk Woford-President Insured Aircraft Title Service, LLC 21 E. Ma In Street, Suite 100 OKC, OK 73104 MaLlScanner has detected a possible fraud attempt from surldefense.proofpointcom' claiming to be www.instwedaircra ',teeth pnalenWInsuredaircraft.com ATTENTION: EFFECTIVE JANUARY 15, 2018, OUR NEW ADDRESS WILL BE 21 EAST MAIN STE. 100, OKLAHOMA CITY, OKLAHOMA 73104. Our business will be fully operational during the moving process. You will not experience any changes or delays in service during that time. Please update your records with our new address as of January 15, 2018. 2i3 CONFIDENTIAL Subject to Protective Order IATS - 000430 SDNY_GM_02774535 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261175 EFTA01339803 61212019 33 CONFIDENTIAL Subject to Protective Order IATS - 000431 SDNY_GM_02774536 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261176 EFTA01339804 6112/2019 Subject: {Disarmed) RE: N722JE From: "Matt Walter" Sent: 6/12/2019 3:43:13 PM To: "Annie Risle " "'La • riore, Steven J."' Attachments: 2019 06 12 - S76C++ SN 760750 - Closing Statement Draft.pdf; Aetna Inc Letter.pdf Angie — here is a draft closing statement, along with Seller's wiring instructions (which have also been entered into the closing statement). Darin can approve via email/phone call for you. Thank you. Matt Walter, CPA Sales Director Guardian Jet www.guardianiet.com For a complete list a our current aircraft inventory. visit us online at www.auardianlet.comlalrcraRaales From: Angie Risley (mailto Sent: Wednesday, June 12, 2019 4:37 PM To: 'Lapriore, Steven J.'; Matt Waite Subject: N7223E All- 'Smith, Darin Corn The outstanding items I will need before closing are the following: 1.) Attached FAA Bill of Sale 2.) Attached Warranty Bill of Sale 3.) Disbursement instructions for proceeds. Will you be paying a commission to Guardian Jet or any other invoice I will need to know about? I will need amounts and wiring instructions for each entity I am paying. I can send the FAA Bill of Sale and Warranty Bill of Sale to the person signing via docusign for their digital signature. I will just need the name of that person and their email address. 1/2 CONFIDENTIAL Subject to Protective Order TATS - 000432 SDNY_GM_02774537 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261177 EFTA01339805 6/12/2019 Thank you! Angie Risley Escrow Agent Executive Assistant to Kirk Woford-President Insured Aircraft Title Service, LLC 21 E. Main Street, Suite 100 OKC OK 73104 MaJIScanner lies detecteda_possiblo fraud attempt from -urtemalinrotectionfink" claiming to be wwwinsureofaircraft.com angiereinsuredaircraff.corn ATTENTION: EFFECTIVE JANUARY 15, 2018, OUR NEW ADDRESS WILL BE 21 EAST MAIN STE. 100, OKLAHOMA CITY, OKLAHOMA 73104. Our business will be fully operational during the moving process. You will not experience any changes or delays in service during that time. Please update your records with our new address as of January 15, 2018. 212 CONFIDENTIAL Subject to Protective Order IATS - 000433 SDNY_GM_02774538 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261178 EFTA01339806 CLOSING SETTLEMENT STATEMENT - SELLER Sikorsky S76C++, sn 760750, N722JE SELLER ASI Wings LLC Selling Price $3,000,000.00 Money Received by Seller In Advance of Closing Money Paid by Buyer In Advance of Closing Deposit Revd toricow had in *some) $500,000.00 Deposit Sent $500,000.00 Total Money Received in advance $000 Total Monoy Sent in advance 5500000.00 Sellers Additional Fees/Adjustments Seller's Agenrs Fees (Guardian Jet) ($100,000.00) Buyers Additional Fees/Adjustments Movement Costs $1,925.00 Movement Costs $1,925.00 1)2 of Escrow Fee ($1.700.00) 1/2 of Escrow Fee $1.700.00 Total Sellers Adjustments ($99, 775.00) Total Buyers Adjustments $3,625.00 Pro-Closing Summary Pro-Closing Summary Sale Pnce $3,000,00000 Sale Price $3,000,000.00 Total Money Sent in advance ($500,000.00) Total Sellers Adjustments (599.775.00) Total Buyers Adjustments $3,625.00 Proceeds Duo at Closing $2,900,225.00 Amount Due at Closing 52,503,625.00 CLOSING FUNDS IN ESCROW Buyer's Deposit $500,000.00 Duo from Buyer at Closing $2,503,625.00 Total Funds $3.003.625.00 OUTGOING FUNDS (Via Separate Wires from Escrow) Proceeds Due to Seller 52,900,225.00 Insured Aircraft Title Service, LLC $3,400.00 Seller's Agenrs Fees (Guardian Jet) $100.000.00 Total Distributed 53,003,625.00 BUYER Hyperion Air, LLC Purchase Price $3,000000,00 PLEASE SIGN HERE AFTER REVIEWING ASI Wings LLC Signature Date Printed Name CONFIDENTIAL Re-Positioning Cost Calculation Flight to Inspection and T&B flights (1.7 hours x 5,575Mr movement rate) Evaluation Flight (0.5 hours x $875fir movement rate) $1,487.50 $437.50 SELLER'S WIRING INSTRUCTIONS' BANK ADDRESS ABA/ROUTING FEDERAL TAX ID ACCOUNT a 0. Aetna, nc ra inky BENEFICIARY Sikorsky 576C.* in 760750. N722JE REFERENCE Casbark, N A 111 Weil SIsec4, Nos York, NY 10043 GUARDIAN JET WIRING INSTRUCTIONS' BANK ADDRESS ABA/ROUTING Sank of Amenca WAY& CT 06437 Twister) or Tfan8,41) ACCOUNT II GUARDIAN JET. tiC BENEFICIARY S!koaky Sled... en 760150. N722JE REFERENCE Subject to Protective Order IATS - 000434 SDNY_GM_02774539 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261179 EFTA01339807 Chi 1 rags:onion Services One reine.4 a) New tactic. DI; 19729 Date: 06/06/2018 To whom it may concern, Please accept this letter as verification that Aetna, Inc. has an open account, listed below are the account details: Name of the Company: Aetna, Inc. — Operating Name of the Bank: MA N.A. Account Number: Routing/ABA Number: Type of Account: Checking Currenc :USD Swift: Bank Address: Ill Wall Street New York, NY 10043 Sincerely, Paul J. Ceresini Vice President / Client Account Manager Citi Citilmitk, N. A. CONFIDENTIAL Subject to Protective Order RTS - 000435 SDNY_GM_02774540 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 ISO EFTA01339808 611217019 Subject: From: Sent: To: Attachments: Fwd: Sale of the Sikorsky S76C helicopter 6/12/2019 3:45:04 PM image001.gif; ATT00001.htm; Aetna Inc Letter.pdf; ATT00002.htm Angie￾Please see below for written authorization by seller to me allowing me to release on their behalf. Best, Tom Sent From My iPhone - Please pardon any creative autocorrects. Begin forwarded message: From: "Smith, Darin P." Date: June 12, 2019 at 4:36:05 PM EDT To: "Thomas M. Richardson Cc: "Lapriore, Steven J." Subject Sale of the Sikorsky 576C helicopter "Chuey, Lindsay A." *EXTERNAL OF GT* Tom — "Mitchell, As just discussed, attached please find wire instructions re the sale of the Sikorsky 576C helicopter; serial it 760750; reg. if N722JE scheduled to close tomorrow morning. Note, once the wire is initiated, please have the Escrow Agent send us the Fed Ref ti. Thanks. Also, I will be out of the office in meetings tomorrow and likely unable to join the closing call. In the event that I can't join the call, you are hereby authorized to release all signatures on behalf of Seller so long as Steve Lapriore, Ed Kammerer, Matt Walter and you are each satisfied that all closing conditions in CONFIDENTIAL Subject to Protective Order iATS - 000436 SDNY_GM_0277454 1 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 IR! EFTA01339809 6,12/2079 have been met and the closing should proceed as planned. Thank you very much. Regards, Darin Darin P. Smith, Senior Legal Counsel — Corporate Services CVS Health One CVS Drive Woonsocket, RI 02895 Mail Code 1160 If you are not an intended recipient of confidential and privileged information in this email, please delete it, notify us immediately at postmasterftgtlaw.com, and do not use or disseminate such information. 2/2 CONFIDENTIAL Subject to Protective Order IATS - 000437 SDNY_GM_02774542 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261182 EFTA01339810 V2812019 Subject: Re[2]: N7221E From: "Angie Risley" Sent: 3/28/2019 10:37:59 AM To: "Darren Indyke" CC: "Darren Indyke" Attachments: Wire Transfer Instructions -New Address.pdf Buyer's half of the fee is $1,700 making the total to wire in being $2,501,700. Wiring instructions attached. Thank you! Angie Risley Escrow Agent! Executive Assistant to Kirk Wotord-President insured Aircraft Title Service, LLC 21 E. Main Street, Suite 100 7 1'4 COT pnalerelnsuredaircralt.com ATTENTION: EFFECTIVE JANUARY 15, 2018, OUR NEW ADDRESS WILL BE 21 EAST MAIN STE. 100, OKLAHOMA CITY, OKLAHOMA 73104. Our business will be fully operational during the moving process. You will not experience any changes or delays in service during that time. Please update your records with our new address as of January 15, 2018. Original Message From: "Darren Indyke" To: Cc: "Darren Indyke" Sent: 3/28/2019 10:3 : Subject: Re: N722JE Ok. Great. If I were to send over the funds to closing, I would need the $2.5MM plus one-half the escrow fee, correct? What is Buyers half of the escrow fee, please. DARREN K. INDYKE 5300 W. Atlantic Avenue, Suite 602 Delray Telephone: 1/3 CONFIDENTIAL Subject to Protective Order IATS - 000438 SDNY_GM_02774543 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261183 EFTA01339811 Contracts & Legal CONFIDENTIAL Subject to Protective Order IATS - 000439 SDNY_GM_02774544 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002611184 EFTA01339812 6/1222019 Thurscloof te)34b Subject: N722JE - Closing Call From: "Angie Risley" Sent: 6/12/2019 3:28:41 PM To: "'Darren Indyke— ; "Matt Wa ter" All- ; "'Smith, Darin P." Lapriore, Steven J."' >; 10100 Sometimes my calendar invite doesn't work quite right so if you didn't receive the dial in for the closing call tomorrow at 11:00am EDT, please use the following dial-in: Thank you, Angie Risley Escrow Agent! Executive Assistant to Kirk Woford-President insured Aircraft Title Service, LLC 21 E. Main Street, Suite 100 OKC. OK 73104 wv.w.insuroda ircra ftcom -1,9A Bo5- ---3*(30-5- - moven/ion+ Cost KITENTION: EFFECTIVE JANUARY 15, 2018, OUR NEW ADDRESS WILL BE 21 EAST MAIN STE. 100, OKLAHOMA CITY, OKLAHOMA 73104. Our business will be fully operational during the moving process. You will not experience any changes or delays in service during that time. Please update your records with our new address as of January 15, 2018. CONFIDENTIAL Subject to Protective Order IATS - 000440 SDNY_GM_02774545 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x1261185 EFTA01339813 AIRCRAFT PURCHASE AND SALE AGREEMENT This Aircraft Purchase and Sale Agreement (the "Agreement") is made and entered into effective as of March 27, 2019 (the "Effective Date") by and between ASI Wings LW ("Seller") and Hyperion Air, LLC ("Duvet"). RECITALS WHEREAS, Seller is the owner of the following described airframe, rotor blades and engines: Airframe ("Airframe"): Make and Model Keystone (Sikorsky) model S-76C Serial Number 760750 Registration Number N722JE Engines ("Engines"): Make and Model Turbomeca S.A. model Arriel 2S2 Serial Numbers 42285TEC & 42286TEC Main Rotor Blades ("Blades"): Make and Model Serial Numbers Sikorsky Model 76150-09100-053 A086-03958, A086-03773, A086-03768 & A086-03769 The Engines to be described on the International Registry (as hereinafter defined) as set forth on Schedule A hereto. WHEREAS, Buyer has offered to purchase the above-referenced Aircraft (as such term is more fully described and defined in Section 1.1 below) from Seller fora purchase price of Three Million Dollars (US$3,000,000.00) (the "Purchase Price") subject to certain terms and conditions. WHEREAS, Buyer and Seller now desire to enter into this Agreement for the purpose of setting forth all of the terms and conditions pursuant to which Buyer shall buy and accept the Aircraft from Seller and Seller shall sell and deliver the Aircraft to Buyer. NOW, THEREFORE, in consideration of the mutual covenants, conditions and agreements contained herein, the parties hereto agree as follows: SECTION 1. PURCHASE AND SALE OF AIRCRAFT 1.1 Purchase and Sale. Subject to the terms and conditions set forth herein, Seller hereby agrees to sell and deliver to Buyer, and Buyer hereby agrees to buy and accept from Seller, the Airframe, Blades and Engines more fully described in the specifications attached hereto as (the "Specifications"), together with all avionics, equipment, components, appliances, accessories, instruments and other items installed in or attached to the Airframe, Blades and/or Engines (collectively the "Aircraft Comnonents"), together with all loose equipment, if any, specific to the Aircraft as more fully described in Exhibit A historical records required by applicable law to be maintained (including the same that are in Seller's possession or under Seller's control) 3. HAS Doe 658455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000441 SDNYGM_02774546 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261186 EFTA01339814 with respect to the Airframe, Blades, Engines or any Aircraft Components (other than Excluded Documents, as such term is defined below) and a complete, continuous from the date of manufacture to the Closing (as such term is hereinafter defined), up-to-date and accurate set of original English-language logbooks, flight, maintenance and inspection manuals, wiring diagrams, completion drawings and supporting technical publications, burn test certificates, task cards and evidence of parts traceability for all work performed and installed parts, together with all other documentation and technical information relating thereto, in Seller's possession or under Seller's control, all in compliance with the requirements of the manufacturers and the Federal Aviation Regulations (the "EAR") (collectively, the "Aircraft Documentation"). The Airframe, Engines, Blades, Aircraft Components and Aircraft Documentation are collectively referred to as the "Aircraft". For the sake of clarity, Seller shall not be required to deliver Aircraft Documentation containing (or, provided that it would not invalidate the same, Seller shall be entitled to redact from the Aircraft Documentation) Seller's confidential flight information, internal confidential or proprietary information unrelated to the operational control, condition or maintenance of the Aircraft including, without limitation, its passenger manifests, pilot assignments, non-business personal use tracking, accounting or tax records for the Aircraft, unless required by FAR recordkeeping requirements to be maintained with the Aircraft (the "Excluded Documents"). 1.2 Assignment of Warranties and Service Contracts 1.2.1 Transfer of Warranties. Effective as of the Closing (as such term is hereinafter defined in Section 5.1), Seller shall execute an assignment of warranties substantially in the form of Exhibit B hereto (the "Assignment of Warranties") and cooperate with Buyer to cause to be transferred and assigned to Buyer any and all warranties relating to the Aircraft to the extent such warranties are still in effect and transferrable. If any consent of an applicable warranty provider is required for any such warranty to be assigned, Seller agrees to take such other reasonable steps, at Buyer's request and at Buyer's expense, as will enable Buyer to receive the benefit of the assigned warranties and to process warranty claims directly with such warranty provider. 1.2.2 Service Contracts. Effective as of the Closing, Seller shall cooperate with Buyer to cause to be transferred and assigned to Buyer any and all of Seller's rights with respect to any and all repair or maintenance agreements or programs relating to the Aircraft that are in effect and transferrable or assignable. Such rights shall include without limitation, any subscriptions maintained by Seller to any computerized maintenance programs and any maintenance service programs or other similar agreements as applicable, including, without limitation, the contracts described on Schedule 1.2.2 (collectively, "Service Contracts"). Seller shall be responsible for and shall have paid any and all sums owing to providers of Service Contracts with respect to all periods prior to the Closing. Buyer shall be responsible for and shall pay any fees associated with the transfer or assignment of such Service Contracts. Buyer, at its election, may terminate any Service Contracts after the Closing or choose not to have any Service Contract transferred or assigned. Seller shall cooperate with Buyer to obtain acceptance and acknowledgement by the provider of each such Service Contract of the transfer or assignment of each such Service Contract. 1.3 Payment Terms. Buyer shall pay the Purchase Price to Seller in accordance with the following schedule: 1.3.1 Deposit. Buyer has previously deposited the sum of Five Hundred Thousand Dollars (US$500,000.00) (the "Deposit") with Insured Aircraft Title Service, LLC, 21 E. Main Street, Suite 100, Oklahoma City, OK 73104 Attn: Joan Roberts HAS Doe #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000442 SDNYGM_02774547 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261187 EFTA01339815 ("Escrow Accent") as and for a deposit against the Purchase Price to be held subject to the terms and conditions of this Agreement. Buyer shall instruct Escrow Agent to maintain such Deposit in a segregated account designated for the transactions contemplated herein. 1.3.2 Deposit of Purchase Price. Except as provided below, the balance of the Purchase Price shall be deposited with Escrow Agent on or prior to the Closing Date (as such term is hereinafter defined in Section 5.1). On or prior to the Closing Date, Buyer shall submit written instructions to Escrow Agent to disburse the Purchase Price to Seller, upon satisfaction by Seller or waiver by Buyer, of each of the conditions, covenants and agreements to be performed by Seller herein. 1.3.3. Source of Funds. Buyer confirms that the Deposit has been deposited with Escrow Agent exclusively with respect to the sale of the Aircraft by Seller to Buyer as contemplated by this Agreement and for no other transaction, person, or purpose, including, without limitation, any planned or subsequent sale of the Aircraft by Buyer. Buyer further confirms as a condition precedent to Seller's obligations hereunder that the funds constituting the Deposit and the Purchase Price have been or will be deposited with Escrow Agent from Buyer's account or, if such funds originated from an account other than in the name of Buyer, such funds have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price, as applicable solely in connection with this Agreement. 1.4 Condition of the Aircraft at Delivery. As a condition precedent to Buyer's obligation to pay the Purchase Price and to accept delivery of the Aircraft, Seller shall tender the Aircraft for delivery: (i) in substantial conformity with the Specifications in all material respects; (ii) with all Aircraft Documentation demonstrating that the Aircraft has been maintained in accordance with the Federal Aviation Administration ("FAA") mandated and/or manufacturer recommended maintenance programs; (iii) with a current and valid U.S. Certificate of Airworthiness for the Aircraft and such Airworthiness Certificate shall be without any special conditions, restrictions or limitations of any kind or nature (except those common to aircraft of the same vintage and model as the Aircraft); (iv) as a United States registered Aircraft owned by a "citizen of the United States" as such term is defined in § 40102(a)(15) of the Federal Aviation Act; (v) up to date and current on all airworthiness directives, mandatory service bulletins, mandatory service letters with due dates on or before the Closing and with all calendar-based, cycle-based and time-based maintenance and inspections due on or before the later of April 30, 2019 and the date of Closing completed without deferments or extension, and returned to service, provided, however, that Buyer shall pay the labor costs associated with the performance of any and all inspections set forth in the Pre￾Purchase Inspection as such term is hereinafter defined) and failure by Buyer or the Inspection Facility (as such term is hereinafter defined) to perform such inspections shall not be deemed to constitute a failure of HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000443 SDNY_GM_o2774548 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 IRS EFTA01339816 Seller to place the Aircraft in Delivery Condition as such term is hereinafter defined) with respect to such inspections; (vi) airworthy and fully operative within manufacturer's specifications and tolerances with all systems and components properly operational, airworthy within manufacturers' specifications and tolerances, if any; (vii) all Service Contracts shall be eligible for transfer to the Buyer at or subsequent to Closing without payment of any fees or costs other than customary transfer fees and with all payments and other obligations due under such Service Contracts, if any, to providers of Service Contracts with respect to periods prior to the Closing paid or performed; (viii) subject to clause (ix) below, in the same condition as at the completion of the Pre-Purchase Inspection (as hereinafter defined in Section 2.1), and Evaluation Flight(s) (as hereinafter defined and referred to in Sections 2.2 and 3.2), ordinary wear and tear excepted, taking into account any additional hours, cycles and/or time incurred in connection with the performance of this Agreement; (ix) with all Discrepancies (as hereinafter defined in Section 2.3) and all other mutually agreed items noted on the Post-Inspection Notice corrected in accordance herewith; (x) with no outstanding engineering dispositions, technical variances (or manufacturer's equivalent) or operation limitations issued against the Aircraft or any portion thereof and no non-standard or repetitive inspection • intervals or any other requirement of a modification to the normal life limitation, overhaul or inspection interval of the Aircraft or any portion thereof; and (xi) with no history of Material Damage or Material Corrosion. The condition of the Aircraft described in this Section 1.4 hereof is hereinafter collectively referred to as the "delivery Condition"). Notwithstanding anything set forth to the contrary in Section 1.4 (v) above, if during or as a result of any calendar-based, cycle-based and time-based maintenance and inspection performed by the Inspection Facility as part of the Pre-Purchase Inspection, the Inspection Facility determines that any items require repair, replacement or other correction, the costs and expenses of such repair, replacement or other correction, including the labor costs associated with such repair, replacement or other correction, are the responsibility of Seller, and not Buyer, and such items shall be deemed to be Discrepancies under Section 2.3 hereof. • 1.5 Damage and Corrosion. For purposes of this Agreement: "Material Damage" means any damage or repair of damage other than as disclosed by Seller on Exhibit A hereto (A) the repair of which resulted in or would require the issuance of an FAA Form 337 if completed by a repair station other than the manufacturer (whether or not an FAA Form 337 has actually been issued); (B) that requires or results or resulted in any deviation from the original approved manufacturer's aircraft build specification or standard production configuration; (C) the repair of which constituted or would constitute a "major repair" as such term is defined in 14 CFR Part 43, Appendix A; or (D) a lightning strike. HAS Doc 058455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000444 SDNY GM_02774549 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 I 89 EFTA01339817 "Material Corrosion" means any corrosion that (A) cannot be repaired, rectified and terminated on a non-recurring basis such that the Aircraft can be returned to service without a requirement of repetitive or recurring inspections which deviate from the Aircraft manufacturer's normal maintenance procedures or requires modifications to the normal component life limitations, overhaul and/or inspection intervals for the Aircraft; (B) is materially dissimilar when compared to the same type of aircraft of similar age and total time since new; or (C) exceeds manufacturer's published tolerances for corrosion to a significant degree. SECTION 2. PRE-PURCHASE INSPECTION AND EVALUATION FLIGHT. 2.1. Pre-Purchase Inspection. Buyer's obligation to purchase the Aircraft is subject to the completion of a pre-purchase inspection on the Aircraft to be performed by Associated Aircraft Group at its facilities of located at 32 Griffith Way, Hudson Valley Regional Airport, Wappingers Falls, New York 12590 (the "In_apection Facility") as set forth in the workscope for the same identified as Associated Aircraft Group, Inc. Customer Estimate, Work Order Quote: Q775-03-2019 and attached as Schedule 2.1 hereto (the "Pre-Purchase Inspection"). Completion of the Pre-Purchase Inspection shall be evidenced by the Inspection Facility's delivery to Buyer and Seller of the Pre-Purchase Inspection report (the "Inspection Report"). In addition, the Pre-Purchase Inspection shall include, but not be limited to, confirmation that the Aircraft is in Delivery Condition, an inspection of the interior, exterior, Airframe, Blades, Engines, and Aircraft Components, and an inspection and review of the Aircraft Documents, all as more fully described on Schedule 2.1. The costs and expenses of the Pre-Purchase Inspection shall be borne by Buyer. Buyer shall prepay the estimated costs and expenses of the Pre-Purchase Inspection in advance of its commencement. The costs and expenses of positioning the Aircraft to the Inspection Facility shall be borne by Buyer. The Pre-Purchase Inspection shall commence on April 12, 2019 or as soon thereafter as the Inspection Facility's schedule can accommodate. 2.2 Evaluation Flight. The Pre-Purchase Inspection shall, at Buyer's option, include an Evaluation Flight of the Aircraft not to exceed ninety (90) minutes in duration (the "Evaluation Flight"), provided, however that the Evaluation Flight may be extended in duration, if and to the extent required by the Inspection Facility to return the Aircraft to service and/or to verify that the Aircraft is in Delivery Condition. The Evaluation Flight shall be completed within three (3) Business Days of the completion of the other portions of the Pre-Purchase Inspection; provided, however, that Buyer shall have the right to request a confirmation flight as provided in Section 3.2 below. Except as expressly provided in this Section 2.2, Buyer shall have no liability in connection with the Evaluation Flight. The Evaluation Flight shall be conducted under the command and operational control of Seller or the Inspection Facility but Buyer shall have the right to have up to two (2) representatives aboard the Aircraft representing Buyer's interests. The cost of the Evaluation Flight shall be borne by Buyer at the Movement Cost Rate (as hereinafter defined in Section 2.5). 2.3 Discrepancies. For the purposes of this Agreement a "Discrepancy" shall be defined as any condition which (i) in the reasonable determination of Inspection Facility causes the Aircraft not to conform to the Delivery Condition, (ii) in the opinion of the Inspection Facility must be repaired or remediated in order to return the Aircraft to service and/or (iii) results in a determination by the Inspection Facility that the Aircraft has not been maintained in accordance with FAA mandated and/or manufacturer HAS Doc #511455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000445 SDNY_GM11_02774550 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I190 EFTA01339818 recommended maintenance programs, that the Aircraft does not conform to any applicable airworthiness directive or mandatory service bulletins due on or before the Closing Date (as such term is hereinafter defined) or that, subject to the provisos related to and set forth in Section 1.4 (v) any calendar-based, cycle-based and time-based maintenance and inspection due on or before the later of April 30, 2019 and the Closing Date have not been completed and/or that the Aircraft does not conform to the Specifications. 2.4 Post-Inspection Notice. Not later than 5:00 PM Eastern time of the third (3rd) Business Day (as hereinafter defined in Section 12.9) following the completion of the Pre-Purchase Inspection and the Evaluation Flight and the receipt by Buyer of the final Inspection Report from the Inspection Facility, Buyer shall deliver an executed notice in the form attached hereto as gxhibit C (the "Post-Inspection Notice") to Seller. The Post-Inspection Notice shall indicate Buyer's election in its sole discretion to either (i) reject the Aircraft; or (ii) accept the Aircraft conditioned on (a) correction by Seller of any and all Discrepancies and all Additional Remediation Items (as such term is hereinafter defined) identified therein at Seller's cost and expense, (b) the Aircraft being in Delivery Condition at Closing (as hereinafter defined) and (c) satisfaction of the closing conditions set forth in Section 5 of this Agreement. Seller agrees to countersign a properly tendered Post-Inspection Notice within three (3) Business Days of receipt thereof. Seller hereby agrees to repair or remediate any and all Discrepancies and, subject to the provisions of the next succeeding paragraph, any and all Additional Remediation Items properly identified in the Post-Inspection Notice. Upon delivery by Buyer of a Post-Inspection Notice conditionally accepting the Aircraft and the delivery by Seller to Buyer of a countersigned counterpart thereof agreeing to correct all Discrepancies and other items identified therein (the latter being sometimes referred to herein as "Additional Remediation Item" and for the avoidance of doubt, no item shall be deemed to be an "Additional Remediation Item" unless expressly agreed to in writing by Seller in its sole discretion), the Deposit shall, subject to performance of Seller's obligations hereunder, be deemed non-refundable. For the avoidance of doubt, Seller shall be under no duty, obligation or liability to agree to repair or remediate any item or condition, including, without limitation any Additional Remediation item, other than a Discrepancy or to execute and return a Post-Inspection Notice with proposed Additional Remediation Items unless such Additional Remediation Items have been agreed to by Seller. Seller's delivery of a countersigned counterpart of the Post-Inspection Notice shall constitute Seller's irrevocable confirmation of Seller's commitment to authorize the Inspection Facility to promptly correct and/or remediate at Seller's cost and expense any and all Discrepancies to the satisfaction of the Inspection Facility and any and all Additional Remediation Items to the reasonable satisfaction of the Buyer. In the event that Seller does not agree to remediate or repair any and all Additional Remediation Items, Seller shall return to Buyer a countersigned counterpart of the Post-Inspection Notice identifying only those Additional Remediation Items, if any, agreed to by Seller within such three (3) Business Day period. Within one (I) Business Day after Buyer receives Seller's countersigned counterpart of the Post-Inspection Notice which agrees to anything less than all of Buyer's requested Additional Remediation Items, Buyer in its sole discretion, by written notice to Seller, may either reject the Aircraft or accept the Aircraft conditionally based on the countersigned counterpart of the Post Inspection Notice that Buyer received from Seller which conditional acceptance shall be evidenced by executing and returning a revised Post-Inspection Notice setting forth those Additional Remediation Items agreed to by Seller. In the event of such conditional acceptance, the Deposit shall, subject to performance of Seller's obligations hereunder, be deemed non-refundable. Buyer's failure to timely return a Post-Inspection Notice agreeing to Seller's agreed to list of Additional Remediation Items as set forth - 6 - HAS Doe #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000446 SDNYGM_02774551 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_0O261191 EFTA01339819 above shall constitute a conditional acceptance of the Aircraft based on the Discrepancies previously identified by Buyer and the Additional Remediation Items agreed to by Seller. In the event of a dispute as to whether any condition constitutes a "Discrepancy" as defined herein, the parties agree that the decision of the Inspection Facility with respect thereto shall be conclusive and binding on both parties. For the avoidance of doubt, unless otherwise agreed by Seller, Seller's obligation to correct any items identified on the Post-Inspection Notice is limited solely to Discrepancies, although Buyer may list proposed Additional Remediation Items that are not Discrepancies for consideration by Seller, and, subject to Buyer's right to reject the Aircraft in the event Seller does not agree, Seller may agree or disagree to correct any such Additional Remediation Items. Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 8 hereof, in the event that Buyer in its sole discretion elects to reject the Aircraft, including, without limitation as a result of Seller's failure to agree to remediate or repair any or all Additional Remediation Items, Buyer may, at its option, terminate this Agreement by written notice to Seller and Escrow Agent. Upon such termination, Escrow Agent shall, upon written instructions from Buyer, release the Deposit to Buyer. The rights to terminate this Agreement, to receive a refund of the Deposit shall constitute Buyer's sole and exclusive legal and equitable remedies in connection with any such termination and Buyer waives any other remedies that may be available to it at law or in equity in connection therewith. Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 8 hereof, in the event that, after conditional acceptance of the Aircraft by Buyer, Seller fails to perform its obligations pursuant to Section 2 hereof, including, without limitation, any failure by Seller to countersign a properly tendered Post-Inspection Notice within three (3) Business Days of receipt thereof, or any failure or refusal to repair or remediate any and all Discrepancies and any and all Additional Remediation Items, Buyer may, at its option, terminate this Agreement by written notice to Seller and Escrow Agent. Upon such termination, and upon written instructions from Buyer, Escrow Agent shall release the Deposit to Buyer unless Seller has notified Escrow Agent in writing that it does not consent to the release of the Deposit within five (5) Business Days of the receipt of Seller's notice as set forth in the preceding sentence. The rights to terminate this Agreement and to receive a refund of the Deposit shall constitute Buyer's sole and exclusive legal and equitable remedies in connection with any such termination, and Buyer waives any other remedies that may be available to it at law or in equity in connection therewith. Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, Section 8 hereof, in the event that Buyer fails to execute and deliver a properly tendered Post-Inspection Notice by the time provided in Section 2.4 hereof, Seller may, at its option, terminate this Agreement by written notice to Buyer and Escrow Agent. Upon any such termination, Escrow Agent shall release the Deposit to Buyer (less Buyer's one-half share of any applicable escrow fees and expenses), and Buyer shall pay any outstanding amounts due to the Inspection Facility in respect of the Pre-Purchase Inspection relating to the direct labor costs of the Pre-Purchase Inspection, but not any remcdiation costs (and not labor costs associated with such rcmcdiation), and shall pay Seller any unpaid Movement Costs in connection with positioning the Aircraft to the Inspection Facility, and thereafter neither party hereto shall have any further obligation or liability to the other with respect to the Aircraft or this Agreement. Seller's right to terminate this Agreement, and for Buyer to make such payments to the Inspection Facility and to Seller, respectively, upon such termination, shall constitute Seller's sole and - 7 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000447 SDNY_GM_02774552 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261192 EFTA01339820 exclusive legal and equitable remedies in connection with Buyer's failure to execute and deliver said Post-Inspection Notice, and Seller waives any other remedies that may be available to it at law or in equity in connection therewith. 2.5 Movement Costs. The costs and expenses of any movement of the Aircraft (the "Movement Costs") expressly set forth as the obligations of the Buyer hereunder shall be calculated at a rate of $875.00 per flight hour (the "Movement Cost Rate"). SECTION 3. DELIVERY AND TRANSFER OF TITLE. 3.1 Location of Closing. On the Closing Date, Seller shall tender the Aircraft to Buyer, in the Delivery Condition at the Inspection Facility, or such other location as is mutually acceptable to the parties (the "Delivery Location"). Seller agrees that it will honor reasonable requests of Buyer with respect to the location of the transfer Of title contemplated hereunder so as to minimize Buyer's tax liability in connection therewith, provided, however, that, unless otherwise expressly set forth herein, the costs and expenses of compliance with such requests, including, without limitation, any Movement Costs at the Movement Cost Rate, shall be borne by Buyer. Buyer shall pay the Movement Costs of any flight necessary to position the Aircraft to any Delivery Location other than the Inspection Facility at the Movement Cost Rate. 3.2 Final Review by Buyer. At the time of transfer of title to the Aircraft Buyer may, at its option, make a reasonable review of the Aircraft and the Aircraft Documentation to determine that the Aircraft has not suffered any damage and conforms to the conditions, including, but not limited to, the Delivery Condition, required by this Agreement. In addition, if the Inspection Facility determines that one or more additional flights are necessary to verify the correction of any Discrepancy, Seller shall , at Buyer's request, conduct such necessary verification flight(s) prior to the Closing ("Verification Flight"). Seller shall bear the costs and expenses incurred in connection with such Verification Flight(s). If in the course of conducting the final inspection, including during any Verification Flight(s), any Discrepancies are found, such Discrepancies shall, unless otherwise mutually agreed upon in writing by the parties, be corrected or caused to be corrected by Seller, at Seller's cost and expense, prior to Closing. 33 Aircraft Bills of Sale. On or prior to the Closing Date, Seller shall submit in escrow to Escrow Agent all such documentation as may be required by the FAA Civil Aviation Registry to transfer good and marketable title to the Aircraft including without limitation, (i) a properly executed undated FAA approved form of Aircraft Bill of Sale (AC Form 8050-2) ("FAA Bill of Sale") transferring title and ownership of the Aircraft to Buyer, (ii) a properly executed undated Warranty Bill of Sale in the form of that attached hereto as Rxhibit D ("Warranty Bill of Sale") and (iii) releases, in form and substance reasonably satisfactory to Buyer and Escrow Agent ("Releases"), of any Liens (as such term is defined below) filed and/or recorded at the FAA Civil Aviation Registry, (items (i), (ii) and (iii) above, the "Title Documents"). Upon filing of the Title Documents and the Aircraft Registration Application (AC Form 8050-1) duly executed by or on behalf of Buyer at the FAA Civil Aviation Registry and upon effecting registration of a sale of the Airframe and Engines in favor of Buyer at the International Registry (as such term is hereinafter defined in Section 11.6), Escrow Agent shall have all of the necessary documents in order for it to determine that Buyer is the registered owner of the Aircraft free and clear of any Liens. - e - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000448 SDNYGM_02774553 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261193 EFTA01339821 For purposes of this Agreement, the term "Liens" shall include liens, encumbrances, security interests, international interests, mortgages, leases, charges, claims and/or interests in favor of any third party (other than those created by, through or under Buyer) on the Aircraft, including, without limitation, any such interests (i) filed and/or recorded at the FAA Civil Aviation Registry, (ii) registered at the International Registry (as such term is hereinafter defined), (iii) international interests, prospective international interests, sales and/or prospective sales (as such terms arc defined in the Cape Town Convention) filed and or recorded at any state or local filing office, including, without limitation, any office designated for the filing of UCC-1 Financing Statements, judgments, Hs pendens, notices of taxes, tax liens or proceedings, bankruptcy and insolvency proceedings and notices thereof. 3.4 Delivery and Acceptance Certificate. On or prior to the Closing Date, Buyer shall signify its acceptance of the Aircraft and the condition thereof by executing a delivery and acceptance certificate acknowledging delivery and acceptance of the Aircraft (the "Delivery and Acceptance Certificate") and by deposit of the Purchase Price for the Aircraft with Escrow Agent. The Delivery and Acceptance Certificate shall be substantially in the form as set forth in Exhibit E attached hereto and made a part hereof. 3.5 Risk of Loss. Seller shall keep the Aircraft fully insured and bear the risk of loss, damage or destruction to the Aircraft until Closing. Risk of loss, damage or destruction to the Aircraft shall pass from Seller to Buyer at Closing. The occurrence of any event of loss or damage which prevents the Closing shall be deemed a termination by mutual agreement of the parties pursuant to Section 8.1 hereof. 3.6. As-Is Sale. THE AIRCRAFT IS A USED AIRCRAFT AND IS BEING SOLD ON AN "AS IS, WHERE IS" BASIS, AND SELLER DISCLAIMS AND BUYER WAIVES ALL IMPLIED WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND OR NATURE (EXCEPT AS PROVIDED HEREIN OR IN THE WARRANTY BILL OF SALE), ARISING BY LAW, EQUITY OR OTHERWISE, WITH RESPECT TO THE AIRCRAFT INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION WITH RESPECT TO THE AIRWORTHINESS OR CONDITION OF THE AIRCRAFT, ANY OBLIGATION OR LIABILITY IN TORT, NEGLIGENCE OR WITH RESPECT TO FITNESS FOR A PARTICULAR PURPOSE, .MERCHANTABILITY, LOSS OF USE OR PROFITS, OR CONSEQUENTIAL DAMAGES AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, LOSS OF USE, LOSS OF PROFIT OR USAGE OF TRADE. Notwithstanding the foregoing, Seller represents and warrants that at Closing: Seller will have full power and lawful authority to transfer full legal title and beneficial ownership to Buyer and all rights, title and interest in and to the Aircraft will be transferred to Buyer, free and clear of all Liens and except as may be specifically agreed upon by Buyer, with no leased or loaned equipment installed thereon. SECTION 4. TAXES Seller shall be responsible for, and indemnify Buyer against, the payment of any franchise, sales, use, property and other or similar taxes, duties or risspssments related to the Aircraft and/or its ownership, use or operation prior to the Closing that may be imposed by any governmental authority, except for taxes measured by Buyer's income or assets or franchise taxes imposed on Buyer. Buyer shall be responsible for, and indemnify Seller against, the payment of any franchise, sales, use, property and other or similar taxes, duties or assessments related to HAS Doe 058455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000449 SDNYGM_02774554 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFI'A_0026I194 EFTA01339822 the Aircraft that may be imposed by any governmental authority in connection with the sale and transfer of the Aircraft as herein contemplated or related to the Aircraft and/or its ownership, use or operation as of and/or subsequent to the Closing, except for taxes measured by Sellers income or assets or franchise taxes imposed on Seller. Unless the Closing occurs in a jurisdiction in which there is no sake or similar tax, Seller's obligation to transfer title hereunder is conditioned upon evidence of payment by Buyer of any applicable sales or similar taxes or demonstration to Seller's reasonable satisfaction of the eligibility of such transfer for an exemption from sales and similar taxes, including, without limitation, the providing of required forms of documents, affidavits and/or evidence of the location of the Aircraft at the time of transfer. The respective indemnification obligations of the parties under this Section 4 arc conditioned upon the timely provision of notice of any claims which may give rise to an indemnification obligation by the party claiming an indemnification right. The obligations and duties of the parties pursuant to this Section 4 survive the Closing. SECTION 5. CLOSING. 5.1 Closing. The closing of the sale and purchase of the Aircraft (as more fully described in this Section 5, the "Closing") shall be within two (2) Business Days of Seller's delivery of the countersigned Post-Inspection Notice to Buyer and the correction of any and all Discrepancies, and any and all Additional Remediation Items, referred to therein, together with any and all Discrepancies arising after the date of the Post￾Inspection.Notice but prior to the Closing as evidenced by (i) if applicable, the Aircraft's return to service by the Inspection Facility and/or (ii) confirmation by the Inspection Facility or Buyer that all such Discrepancies and other agreed items have been fully and properly corrected, but in no event later than June 28, 2019 (the "Closing Date) unless extended by the mutual written consent of Buyer and Seller which consent shall not be unreasonably withheld. 5.2 Conditions to Buyer's Obligation to Purchase. The obligation of Buyer to purchase the Aircraft from Seller is subject to the satisfaction by Seller or, if applicable, the waiver by Buyer of each of the following conditions on or prior to the Closing Date: (i) Seller shall have delivered, or shall have caused to be delivered to Escrow Agent, the Title Documents, (ii) there shall be no Liens of record or otherwise affecting the Aircraft, other than Liens which will be released at Closing, (iii) the Aircraft shall be in Delivery Condition, (iv) each and all of the representations and warranties, if any, made by Seller shall be true and correct on and as of the Closing Date and (v) Seller shall have performed or complied with all other agreements, covenants and conditions required by this Agreement to be performed or complied with by Seller, on or prior to the time of the Closing, 5.3 Conditions to Seller's Obligation to Sell. The obligation of Seller to sell the Aircraft to Buyer is subject to the satisfaction by Buyer or, if applicable, the waiver by Seller of each of the following conditions on or prior to the Closing Date: (i) Buyer's delivery to Escrow Agent of the Purchase Price, (iii) Buyer's performance or compliance with all other agreements, covenants and conditions required by this Agreement and (iii) Buyer shall have accepted the Aircraft in accordance with the provisions of Section 3.4. - 10 - HAS Doc x58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000450 SDNY_GM_02774555 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261195 EFTA01339823 5.4 Deliveries at Closing. Upon confirmation by Buyer and Seller of satisfaction of the foregoing conditions to Closing and receipt by Escrow Agent of each of the Title Documents and confirmation by Escrow Agent that the Aircraft is free and clear of Liens of record at the FAA Civil Aviation Registry and the International Registry other than those Liens which will be discharged out of funds and/or documents then held by Escrow Agent, (1) Seller shall deliver the Aircraft to Buyer, and Buyer and Seller shall execute and exchange the Delivery and Acceptance Certificate, (ii) Escrow Agent shall (a) date and cause the FAA Bill of Sale, the Aircraft Registration Application, any Releases and any other documents necessary to effect the transfer of title to Buyer or its assignee contemplated hereunder to be filed with the FAA Civil Aviation Registry for the benefit of Buyer, (b) date and release the Warranty Bill of Sale to Buyer, (c) effect the registrations contemplated by Section 11.4 hereof and (d) disburse the Purchase Price in immediately available funds as directed by Seller, less (w) any amounts applied by Escrow Agent to cause the release of Liens, (x) mutually agreed adjustments, if any, (y) Seller's share of the expenses set forth in Section 5.5 and (z) any amount payable to Service Contract providers in accordance with Section 1.2.2. All documents and other items to be delivered at Closing shall be deemed to have been delivered simultaneously, and no delivery shall be effective until all such items have been delivered. 5.5 Foes and Costs. Seller shall, at its cost and expense, cause all Liens against the Aircraft to be discharged. The fees and expenses of Escrow Agent shall be shared equally by Buyer and Seller. 5.6 Tinting of Closing. The parties intend that all actions to be taken in Section 5 shall occur simultaneously. The transaction shall be closed and the "Closing" shall have occurred upon the release of the Title Documents for filing at the FAA Civil Aviation Registry which, absent a significant delay between the release and filing thereof, shall be deemed to be the filing time of the FAA Bill of Sale at the FAA Civil Aviation Registry. In addition, the parties agree to accommodate the reasonable requests of their respective institutions which have provided or will provide financing for the Aircraft with respect to timing and sequencing of the filing of documents and the release of funds. 5.7 International Registry. Effective upon completion of the steps set forth in Section 5.4 above, the parties hereby authorize, and Seller shall cause Owner to authorize, Escrow Agent to effect the filings set forth in Section 11.4 hereof on the International Registry. Prior to the Closing, Buyer will not consent to the registration on the International Registry of a prospective international interest regarding the Airframe or Engines. SECTION 6. SELLER'S REPRESENTATIONS. Seller represents and warrants as of the date hereof and as of the Closing: 6.1 Ownership and Title. Seller is and will be, the owner of the Aircraft free and clear of any Liens, except for Liens, if any, that shall be removed at Closing and that Seller shall convey good and marketable title to the Aircraft to Buyer at Closing free and clear of all Liens. 6.2 Authority. The execution and delivery by Seller of this Agreement and the other documents required hereby have been duly authorized by all nearrary action on the part of Seller. Seller has the requisite power and authority to enter into this Agreement, to consummate the closing of the sale of the Aircraft contemplated herein, including the power to execute this Agreement and each of the other documents required hereby and to perform its obligations hereunder. This Agreement constitutes and the Title Documents HAS Doe #58455759 vi CONFIDENTIAL Subject to Protective Order IATS - 000451 SDNY_GM_02774556 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261196 EFTA01339824 executed by Seller and any other documents required to be executed by Seller under this Agreement when executed will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their terms. 6.3 Warranties Assignable. Each of the warranties received by Seller at the time of purchase of the Aircraft and any extensions thereof, including without limitation, those relating to the Airframe, Blades, Engines and Aircraft.Components, together with any warranties given by any manufacturers, repairers, installers or other providers of parts and/or services with respect to the Aircraft or any portion thereof shall, to the extent assignable, be assigned to Buyer at Closing. Seller has not engaged in any activity with respect to its ownership of the Aircraft, which resulted in or could result in any warranty becoming void, terminated or subject to termination. 6.4 Commissions. Neither the Seller nor any of its agents or employees has engaged any person or incurred any liability for the payment to any person of any fee or commission in connection with the sale of the Aircraft as herein contemplated that is or could become the obligation of Buyer. Seller hereby agrees that it shall be responsible for and pay the fees and expenses of any broker or dealer, including, without limitation, Guardian Jet, engaged by Seller in connection with the sale of the Aircraft. 6.5 Non-Contravention. The execution of this Agreement, the Tide Documents executed by Seller and any other documents required to be executed by Seller under this Agreement and the consummation of the transactions contemplated hereby do not (x) breach any provision of the certificate of formation, operating agreement or other governing or organizational documents of Seller; (y) violate any law, statute, rule or regulation, judgment, order, writ, injunction or decree of any court, administrative agency or governmental body having jurisdiction over Seller or the Aircraft; or (z) violate or constitute a default under any contract or agreement to which Seller is a party or by which its property or assets are bound. SECTION 7. BUYER'S REPRESENTATIONS. Buyer represents and warrants as of the date hereof and as of the Closing: 7.1 Authority. The execution and delivery by Buyer of this Agreement and the other documents required hereby have been duly authonzed by all necessary action on the part of Buyer. Buyer has the requisite power and authority to enter into this Agreement, to consummate the closing of the purchase of the Aircraft contemplated herein, including the power to execute this Agreement and each of the other documents required hereby and to perform its obligations hereunder. This Agreement constitutes and any other documents required to be executed by Buyer under this Agreement when executed will constitute the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with its terms. 7.2 Commissions. Neither Buyer nor any of its agents or employees has engaged any person or incurred any liability for the payment to any person of any fee or commission in connection with the purchase of the Aircraft as herein contemplated that is or could become the obligation of Seller. Buyer agrees that it shall be responsible for and pay the fees and expenses of any broker or dealer engaged by Buyer in connection with the acquisition of the Aircraft. 7.3 Non-Contravention. The execution of this Agreement and any other documents required to be executed by Buyer under this Agreement and the consummation of the transactions contemplated hereby do not (x) breach any provision of the certificate - 12 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000452 SDNYGh1_02774557 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O261197 EFTA01339825 of formation, corporate charter, operating agreement or other governing or organizational documents of Buyer; (y) violate any law, statute, rule or regulation, judgment, order, writ, injunction or decree of any court, administrative agency or governmental body having jurisdiction over Buyer; or (z) violate or constitute a default under any contract or agreement to which Buyer is a party or by which its property or assets are bound. SECTION 8. TERMINATION OF AGREEMENT. 8.1 Termination by Mutual Agreement. This Agreement may be terminated by mutual written agreement of Buyer and Seller at any time prior to the Closing. Upon any such termination by mutual agreement, Escrow Agent shall disburse the Deposit and any other amounts paid by Buyer to the Escrow Agent in accordance with the mutually agreed instructions from Seller and Buyer, Escrow Agent shall return to the original transmitting party any Title Documents, the Registration Application or any other documents transmitted to Escrow Agent, and thereafter neither party hereto shall have any further rights against or obligations to the other. 8.2 Termination by Buyer. Except as may be set forth in Section 2 with respect to breach or non-performance of Seller's obligations set forth in such Section 2, provided that Buyer is not otherwise then in default of any material provision of this Agreement, Buyer shall have the right to terminate this Agreement pnor to Closing if Seller breaches or fails to perform any of its duties, obligations or liabilities set forth herein, provided, however that prior to any such termination, Buyer shall provide Seller and Escrow Agent with written notice of Buyer's intent to terminate and Seller shall have five (5) Business Days thereafter to cure any such default or failure to perform. Upon such termination, Escrow Agent shall, upon Buyer's written request, release the Deposit and any other amounts paid by Buyer to Escrow Agent to Buyer. Escrow Agent shall return to Buyer the Registration Application and any other documents which Buyer previously transmitted to Escrow Agent in connection with this Agreement. In addition and subject to Section 8.4 hereof, Buyer shall have the right to recover from Seller all reasonable and documented out-of-pocket costs and expenses incurred directly in connection with this Agreement, including, without limitation, Movement Costs incurred and paid, costs and expenses incurred in connection with the Pre-Purchase Inspection and/or Evaluation Flight and costs and expenses of counsel, Escrow Agent, and the recovery of such amounts shall constitute Buyer's sole and exclusive legal remedies in connection with any such termination and Buyer waives any other remedies that may be available to it at law or in equity in connection therewith. 8.3. Termination by Seller. Except as may be set forth in Section 2 with respect to breach or non-performance of Buyer's obligations set forth in such Section 2, provided that Seller is not otherwise then in default of any material provision of this Agreement, Seller shall have the right to terminate this Agreement pnor to Closing if Buyer breaches or fails to perform any of its duties, obligations or liabilities set forth herein, provided, however that prior to any such termination, Seller shall provide Buyer and Escrow Agent with written notice of Seller's intent to terminate and Buyer shall have five (5) Business Days thereafter to cure any such default or failure to perform. Upon such termination, Escrow Agent shall, upon Seller's written request, release the Deposit to Seller as liquidated damages for Seller's loss of bargain hereunder, the release of which Deposit shall constitute Seller's sole and exclusive remedy under this Agreement and Seller waives any other remedies that may be available to it at law or in equity in connection therewith. Each party acknowledges and represents that the liquidated damages amount provided for in this Section 8.3 is a reasonable estimate of the damages that would be incurred by Seller in the event Buyer defaults on Buyer's obligations under - 13 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000453 SDNYGM_02774558 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261198 EFTA01339826 this Agreement. In addition, Seller shall have the right to recover from Buyer all Movement Costs incurred and unpaid by Buyer. 8.4 Force Maieure. The term "Force Majeure" means any cause beyond a party's reasonable control that prevents a party from meeting its obligations under this Agreement, including, but not limited to, acts of God or the public enemy, federal government shutdown, acts of terrorism, war or other outbreak of hostilities, civil commotion, actions of the elements (volcanic eruptions, earthquakes, etc.) or weather conditions and excludes for the avoidance of doubt labor disputes or strikes within a party's organization. A party shall promptly notify the other party that it will be unable to perform its obligations hereunder due to a Force Majeure. Such notifying party shall be referred to as the "Non-performing Party."In such event, the time for the Non-performing Party's performance shall be extended for the pendency of such event, provided. however, that if such non-performance is reasonably estimated to (or actually does) extend beyond sixty (60) days, either party hereto may at its option terminate this Agreement upon written notice to the other party and the Escrow Agent. In such event, the Escrow Agent shall: (i) deduct from the Deposit and pay to itself one-half (1/2) of any agreed upon escrow fees payable to the Escrow Agent; and (ii) remit the balance of the Deposit (with deduction for Movement Costs, if any, which were to be paid by Buyer but which remain unpaid) to Buyer. Thereafter, except for the provisions of this Agreement that are specified herein to survive its termination, neither party shall have any obligation or liability to the other with respect to the subject matter of this Agreement, except that Seller shall be responsible for the payment of one-half (1/2) of any agreed upon escrow fees to the Escrow Agent. The failure to pay the Purchase Price shall in no event constitute Force Majeure unless there exists a system-wide banking failure or interruption in service in the United States impacting such payment. 8.4 Consequential Damages. Notwithstanding anything to the contrary set forth herein with respect to any breach of obligation, duty or liability or with respect to any indemnification obligation, neither Seller nor Buyer shall be liable for any Indirect, consequential, special, incidental and/or punitive damages of any kind or nature under any circumstances or, without limiting the foregoing, for any lost profits or any other losses or damages for or arising out of any lack or loss of use of the Aircraft. SECTION 9. ASSIGNMENT AND DELEGATION 9.1 Assignment. This Agreement shall inure to the benefit of and be binding upon, each of the parties hereto and, except as expressly set forth below or in this Section 9, is not assignable by either party in whole or in part without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, Buyer shall have the right to assign its rights hereunder and/or to cause Seller to transfer title to (i) any person or entity owned or controlled by or owned or under common control with Buyer, (ii) any owner trust or other entity formed for the purpose of allowing the Aircraft to be registered under the laws of the United States of America, or (iii) any financial institution in connection with the financing of Buyer's acquisition of the Aircraft; provided that in connection with any such assignment or title transfer (a) Buyer shall remain primarily obligated to fully perform its duties and obligations hereunder (including, without limitation, the payment of the Purchase Price) as Wit were taking title in its own name, (b) such assignment or title transfer will not result in greater obligations or liabilities for Seller under this Agreement other than any obligation to acknowledge any such assignment, (c) Buyer will be responsible for all costs and expenses incurred in connection with such assignment of the right to receive title and (d) any such assignment shall be pursuant to an assignment and assumption agreement reasonably acceptable to Seller. Upon consummation of any - 14 - HAS Doe X58455759 y7 CONFIDENTIAL Subject to Protective Order IATS - 000454 SDNY_GM_02774559 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261199 EFTA01339827 such assignment, the assignee shall execute and deliver any escrow agreement executed in connection herewith and the Deposit shall continue to be retained pursuant to the terms hereof and such escrow agreement. 9.2 Delegation of Duties. The obligations of the parties under this Agreement may not be delegated in whole or in part, save and except to the extent accomplished as a result of an assignment by Buyer pursuant to Section 9.1. 9.3 Other Assignments Void. Except as otherwise provided in this Section 9, any assignment by a party of its rights or the delegation of its obligations under this Agreement shall be void and wholly without legal effect 9.4 Successors. In the event Seller or Buyer is sold, merged, or otherwise consolidated with any other entity, the surviving or successor entity shall assume any and all liabilities and obligations of such party, including, without limitation those which survive the Closing. The obligations and duties set forth in this Section 9.4 survive the Closing and are enforceable against any successor or survivor. SECTION 10. NOTICES Any notice required to be given under this Agreement or by any applicable provision of law, shall be in writing and shall be given by hand delivery, overnight delivery service that provides delivery receipts on a priority basis or PDF attachment sent via e-mail. Notices shall be deemed to have been received one (1) Business Day after having been sent via overnight delivery service on a priority basis or on the Business Day on which hand delivered or sent by PDF attachment sent via e-mail without delivery failure. All notices to be delivered hereunder shall initially be addressed as follows: To Seller: ASI Wings LLC 151 Farmington Avenue Hartford, CT Attention: Telephone: E mail: With a Copies to: and HAS Doc #58455759 v7 etavuen t artrinn CVS Pharmacy, Inc. One CVS Drive Woonsocket, RI 02895 Attention: Darin P. Smith, Senior Legal Counsel Telephone: I E mail: Edward H. Kammerer Hinckley, Allen & Snyder LLP 100 Westminster Street, Suite 1500 Providence, RI 02903 Telephone: - 15 - CONFIDENTIAL Subject to Protective Order IATS - 000455 SDNYGM_02774560 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 110261200 EFTA01339828 To Buyer: E mail: Hyperion Air, LLC 6100 Red Hook Quarter, B3 St. Thomas, U.S. Virgin Islands 00802 Attention: Telephone: E mail: With a Copy to: Darren K. lndyke, Esq. 5300 W. Atlantic Avenue, Suite 602 Delray Beach, Florida 33484 Telephone: E mail: Notices received on a day that is not a Business Day or after 5:00 PM EDT on a Business Day at the recipient's location shall be deemed to have been received on the next Business Day. SECTION 11. CAPE TOWN TREATY PROVISIONS 11.1 Transacting User Entity. Prior to the Closing, Buyer and Seller shall each register as a "transacting user entity" (as such term is defined and used in the International Registry Procedures and International Registry Regulations) with the International Registry. Each party shall bear its own expense in doing so. 11.2 Cape Town Administrator. Each party shall provide to the other, as a condition to Closing, evidence that it has been approved by the International Registry as a transacting user entity, has duly registered with, is authorized to make filings with and has received all approvals from the International Registry, and has appointed an "administrator" (as such term is defined and used in the International Registry Procedures and International Registry Regulations). I I .3 Professional User Entity. Each party shall, as a condition to Closing, authorize Escrow Agent to act as, and shall designate Escrow Agent as, a "professional user entity" (as such term is defined and used in the International Registry Procedures and International Registry Regulations) to effect, amend, discharge and consent to registrations with respect to the Airframe and the Engines on its behalf. Neither party shall revoke such authorization until after the earlier to occur of (i) registration and consent to registration of the sale for the Airframe and the Engines with the International Registry following the filing with the FAA Civil Aviation Registry of the FAA Bill of Sale conveying the Aircraft to Buyer, or (ii) termination of this Agreement in accordance with its terms. 11.4 Filings. Each party shall cooperate to cause Escrow Agent, as a professional user entity, to file with the FAA Civil Aviation Registry a properly completed AC Form 8050-135, and to register and consent to the registration of the sale and releases of any conflicting international interests related to the Airframe and Engines with the International Registry immediately after filing of the FAA Bill of Sale and the Form 8050.135 with the FAA Civil Aviation Registry. Without limiting the foregoing, - 16 - HAS Doc 058455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000456 SDNYGM_02774561 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261201 EFTA01339829 Seller shall cause each holder of any conflicting international interests related to the Airframe and Engines at the International Registry to appoint Escrow Agent (or another party mutually acceptable to Seller and Buyer) as such holder's professional user entity for the purpose of effecting the release of such holder's conflicting international interest at the International Registry and to empower such professional user entity to release, at Closing, any such conflicting international interest. 11.5 Searches. Any Priority Search Certificate obtained by Escrow Agent from the International Registry with respect to the Aircraft shall identify the parties hereto as having the benefit of the search. 11.6 Definitions: "Aircraft Protocol" means the official English language text of the Protocol to the Convention on international Interests in Mobile Equipment on Matters Specific to Aircraft Equipment, adopted on 16 November 2001, at a diplomatic conference in Cape Town, South Africa and signed in Rome, Italy on May 9, 2003. "Cape Town Convention" means, collectively, the Convention and the Aircraft Protocol. "Convention" means the official English language text of the Convention on International Interests in Mobile Equipment, adopted on 16 November 2001, at a diplomatic conference in Cape Town, South Africa and signed in Rome, Italy on May 9, 2003. "International Registry" means the international registry located in Dublin, Ireland, established pursuant to the Cape Town Convention. "International Registry Procedures" means the official English language text of the Procedures of the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Convention. "International Registry Regulations" means the official English language text of the Regulations of the International Registry issued by the supervisory authority thereof pursuant to the Cape Town Convention. 11.7 Return of Deposit. Notwithstanding anything in this Agreement to the contrary, Buyer and Escrow Agent hereby agree that in the event of termination of this Agreement for any reason whatsoever, Escrow Agent shall not return the Deposit to Buyer unless and until Escrow Agent has searched the International Registry and determined that no interest has been filed or registered by Buyer or any person claiming by, through or under Buyer, against the Airframe or Engines. Seller shall pay all costs and expenses to search the International Registry database pursuant to this Section 11.7 unless the search reveals that any interest has been filed or registered against the Aircraft by Buyer or any person claiming by, through or under Buyer, in which case, Buyer shall pay all such costs and expenses. 11.8 Discharges. If, in the event of termination of this Agreement for any reason whatsoever, any interest, prospective interest, sale or prospective sale has been filed or registered against the Airframe or Engines by Buyer or any person claiming by, through or under Buyer, Buyer hereby irrevocably authorizes and directs Buyer's professional user entity to cause the discharge of any such filing or registration not later than two (2) Business Days after written notice from Seller or Seller's professional user - 17 - HAS Doe N58465759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000457 SDNY_GM_02774662 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261202 EFTA01339830 entity to Buyer or Buyer's professional user entity. Buyer agrees that Seller shall have all of the rights available to it under law or in equity, including the right of specific performance, to enforce Buyer's performance of its obligations under this Section 11.8. Notwithstanding anything in this Agreement to the contrary, Buyer agrees to be responsible for and upon demand to indemnify Seller from and to hold Seller harmless from and against any and all claims, demands, liabilities, damages, losses and judgments (including legal fees and all expenses) arising out of any breach by Buyer of any of its obligations under Section 11.7 and this Section 11.8. This indemnity obligation shall survive the termination of this Agreement for any reason. SECTION 12. MISCELLANEOUS. 12.1 Waivers. Seller or Buyer may, by written notice to the other party, (i) extend the time for the performance of any of the obligations or other actions of the other party under this Agreement, (ii) waive compliance with any of the conditions or covenants of the other party contained in this Agreement or (ih) waive performance of any of the obligations of the other party to this Agreement. With respect to any power, remedy or right provided herein or otherwise available to any party to this Agreement, (a) no waiver or extension of time will be effective unless expressly contained in a writing signed by the waiving party and delivered as herein required and (b) no modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission of any party to this Agreement. 12 2 Amendments. This Agreement may only be amended or supplemented by written agreement of the parties hereto. 12.3 Exoenses. Each of the parties hereto shall pay and discharge its own obligations with respect to the negotiation, preparation and execution of this Agreement and any other documents required herein, including without limitation, the cost of legal counsel, accountants and any other consultants or experts. 12.4 Entire Agreement. This Agreement, its exhibits and any schedules attached hereto, shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and shall supersede all prior agreements, understandings, oral or written, between the parties hereto with respect to the purchase and sale of the Aircraft, including without limitation, any offer to purchase or any other offer letter or acceptance letter previously executed by or on behalf of the parties hereto. No representation, warranty, promise, inducement or statement not otherwise contained herein shall be binding on either party hereto, nor shall either party hereto be bound by, or be liable for, any alleged representation, warranty, promise, inducement or statement not herein set forth. 12.5 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, determined without regard to conflicts of law principles other than Sections 5.1401 and 5-1402 of the New York General Obligations Law. If any provision of this Agreement conflicts with any such law of the State of New York or is otherwise unenforceable, such provision shall be deemed null and void only to the extent of such conflict or unenforceability, and shall be deemed separate from and shall not invalidate any other provision of this Agreement. For the avoidance of doubt, the United Nations Convention on Contracts for the International Sale of Goods ("CISO") shall not govern this Agreement and Buyer and Seller each disclaim the application of the CISG to the interpretation and enforcement of this Agreement. - 18 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000458 SDNYGM_02774563 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261203 EFTA01339831 Each of the parties irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement may be brought in the courts of the State of New York in New York County or the United States District Court for the Southern District of New York; (b) consents to the jurisdiction of, and court rules in any such court; (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and (d) agrees that service of any court paper may be effected on such party by mail, or in such other manner as may be provided under applicable laws or court rules of any such court. THE PARTIES HEREBY KNOWINGLY AND FREELY WAIVE THEIR RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. 12.6 Attorney's Fees. Should any action or proceeding be commenced between the parties hereto or their respective representatives concerning the enforcement or interpretation of any of the provisions of this Agreement or the rights and duties of any person or entity hereunder, solely as between the parties hereto or their successors, the party prevailing in such proceedings shall be entitled to the reasonable attorney's fees and expenses of counsel and court costs incurred by reason of such action. 12.7 Broker Indemnity. Should any person assert any claim against Buyer or Seller for fees or commissions by reason of any alleged employment or agreement to act as a broker for either Seller or Buyer in regard to the purchase and sale of the Aircraft as herein contemplated, the party for whom said person claims to have acted shall defend, indemnify and hold harmless the other party from and against all claims, demands, liabilities, damages, losses, judgments and expenses of every kind and nature arising out of said claim. This indemnity obligation shall survive the termination of this Agreement for any reason. 12.8 Cooperation. Each party hereto agrees to execute or cause to be executed, as the case may be, any and all further or additional documents or writings and perform such other reasonable actions as may be nremary to carry out the purchase and sale of the Aircraft as herein contemplated. 12.9 Rules of Construction. The section headings in this Agreement are inserted for convenience only and in no way define, limit, or extend or interpret the scope of this Agreement or of any particular section of this Agreement. The validity, legality or enforceability of any particular provision of this Agreement shall not affect the remainder of this Agreement, even if one or more of the provisions of this Agreement is found to be invalid, unenforceable or illegal. Whenever any representation or warranty is stated to be based on the knowledge of a party to this Agreement, such phrase shall refer to whether the party, or if an entity, any of such party's senior management or such party's broker has actual knowledge of the matters involved. The parties agree that prior drafts of this Agreement shall not be deemed to provide any evidence as to the meaning of any provision hereof or the intent of the parties with respect thereto. For all purposes of the Agreement, a "Business Day" is any day other than a Saturday or Sunday on which banks in New York, N.Y. are authonzed or required to open for business and on which the FAA Civil Aviation Registry is open for business. 12.10 Confidentiality The terms and conditions of this Agreement, and all writings, discussions, and negotiations in connection with the transaction contemplated hereby (including, without limitation, the fact that discussions and negotiations have been conducted by the parties), shall remain strictly confidential and shall not be disclosed by - 19 - HAS Doc N68455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000459 SDNY_GM_02774564 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261204 EFTA01339832 either party, without the prior written consent of the other party, except that each party shall be entitled to disclose the terms and conditions of this Agreement (i) as may be required by law or legal process or the rules of any applicable stock exchange; (ii) to the attorneys, accountants, consultants, and other entities and advisors performing services for such party or its affiliates with respect to or affected by the transaction contemplated by this Agreement, including Escrow Agent and the Inspection Facility and their respective personnel; (iii) to the employees, officers, managers or board members of each party or its affiliates with a need to know; (iv) as may be required to permit such party to enforce its rights under this Agreement or to pursue all available remedies for breach of this Agreement by the other party; (v) to any permitted assignee; (vi) to the lenders to either party and (vii) in the event that such information has entered the public domain without fault of the disclosing party hereunder. In connection with any such disclosure, the party making such disclosure shall request and use commercially reasonable efforts to obtain confidential treatment of such information. If the receiving party is required by a government body or court of law to disclose such confidential information, to the extent permitted by applicable law or as otherwise reasonably practicable, the receiving party shall give the disclosing party reasonable advance notice so that the disclosing party may contest the disclosure or seek a protective order. The foregoing confidentiality obligation will be applicable to any employees, board members, attorneys, accountants, consultants, or other advisors of a party or its affiliates to whom such party makes any disclosure, and such party will advise any such persons of the confidential nature of the information, and such party will be responsible for any breach of such confidentiality obligation by any of them. 12.11 Marketing Activity. From and after the date on which Buyer and Seller execute and deliver this Agreement until the earlier to occur of the Closing or the date of the termination of this Agreement in accordance with its terms (the "Blackout Period"), (i) neither Seller nor any agent or other person acting on its behalf will directly or indirectly solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any person other than Buyer relating to the acquisition, through purchase, lease or otherwise, of the Aircraft or any interest therein, and (ii) neither Buyer nor any agent or other person acting on its behalf will directly or indirectly make or in any manner discuss any acquisition, through purchase, lease or otherwise, of any other aircraft or any interest therein as a substitute or replacement for the purchase of the Aircraft which is the subject of this Agreement; provided, however, that the parties acknowledge that certain advertising remains in place for the Aircraft which shall not be deemed to violate the terms of the foregoing restriction during the Blackout Period and that Seller may receive unsolicited offers during the Blackout Period. Seller agrees that it and its agents will inform all such prospective purchasers and their agents or other representatives that the Aircraft is "under contract" 12.12 . This Agreement may be executed simultaneously in two or more counterparts,ith lilff'which shall be deemed an original, but all of which together shall constitute one and the same instrument. Such counterparts may be exchanged via facsimile or PDF attachment to an e-mail. Neither party shall be obligated under this Agreement unless and until they receive (including receipt as pemdtted by this Section 12.12) a counterpart of this Agreement countersigned by Escrow Agent. 12.13 Patriot Act Compliance. Each party hereto represents and warrants to the other party that: (i) It, and each of its assignees, is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no - 20 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000460 SDNYGM_02774565 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261205 EFTA01339833 person or entity that owns a controlling interest in or otherwise controls it or its assignees is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAc"), Department of the Treasury, and/or any other similar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23, 2001), any related enabling legislation or any other similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the prevention and detection of money laundering violations. (ii) Neither it, its assignees nor any person or entity that owns a direct or indirect interest in such entity, is a person or entity with whom a United States Person is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, executive orders and lists published by the OFAC (including those executive'onders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons) or otherwise. provisions)of the USA PATRIOT Act 2001, P ub. It and its assivtees are in complL. No. 10 iance with 7-56. any and all applicable of (iv) It and its assignees will cooperate with the other and provide such documentation or other evidence as is necessary for the other party to demonstrate compliance with each of the statutes referred to in this Section 12.13 and any regulations promulgated thereunder. Furthermore, Buyer represents and warrants to Seller that no portion of the Purchase Price is derived from sources which violate the Anti-Money Laundering Laws, meaning those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a financial institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seg., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et sgaqs, and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957. 12 14 Survival. The representations, warranties and covenants set forth in Sections 1.2, 4, 5.5, 6.2, 6.3, 6.4, 6.5, 7.1, 7.2, 7.3, 8, 9.4, 10, 11.7, 11.8, 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 12.10, 12.13 and 12.14 hereof shall survive the Closing and the expiration or termination of this Agreement along with all obligations, undertakings and agreements which by their terms contemplate observance or performance that is to occur after or extend beyond the Closing. Sections 2.4 and 8 shall survive the termination of this Agreement for the purposes of the exercise of remedies provided therein. Except (i) as set forth in this Section 12.15, (ii) with respect to rights and remedies arising as a result of a breach by any party hereto and (iii) with respect to the representations, warranties and covenants set forth in the Warranty Bill of Sale, no obligations arising under this Agreement shall survive the Closing or expiration or termination of this Agreement. [The remainder of this page is intentionally left blank. Signature page follows.1 - 21 - 11/19 Doc M58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000461 SDNYGI44_02774 566 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261206 EFTA01339834 CONFIDENTIAL IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives, as of the date set forth in the preamble hereto. BUYER: Hyperion Air, LLC By: Name: 'Dawes efar Name: Title: SVP (sn-tNetiff and ceto Title: CONSENT AND JOINDER: The undersigned, Insured Aircraft Title Service, LLC, ("Escrow Agent") does hereby consent to and join in the foregoing Agreement hereby agreeing to act as Escrow Agent in accordance with the provisions of the Agreement applicable to Escrow Agent in exchange for an escrow fee of Three Thousand Four Hundred and 00/100 U.S. Dollars (USS3,400.00). Escrow Agent confirms that the Deposit is being held and at all times shall continue to be held in escrow exclusively with respect to the sale of the Aircraft by Seller to Buyer as contemplated by this Agreement and for no other transaction, person, entity, or purpose, including, without limitation, any planned or subsequent sale of the Aircraft by Buyer. Escrow Agent further confirms that any funds constituting the Deposit or the Purchase Price have been or will be deposited with Escrow Agent from Buyer's account or, if such finds originate from an account other than in the name of Buyer, such funds have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price, as applicable, solely in connection with this Agreement. Escrow Agent's agreement to serve as the "Escrow Agent" is conditioned on the following limitation. Notwithstanding the provisions contained in Section 12.5 of the Agreement or any provision contained in any other agreement between Buyer and Seller, the competent courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma shall have exclusive jurisdiction to hear all disputes against Escrow Agent and no other courts shall have any jurisdiction whatsoever in respect of such disputes against Escrow Agent. Should a dispute arise between Buyer and Seller relating any finds or other items which are in the possession of Escrow Agent, Escrow Agent shall be entitled to interplead any funds or other items in its possession with the competent courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma. The foregoing shall not affect the governing law and jurisdiction provisions contained in Section 12.5 of the Agreement to the extent that any dispute is between only Buyer and Seller and does not involve Escrow Agent in any manner. Escrow Agent: (Signed subject to attached IATS Terms and Conditions.) INSURED AIRCRAFT TITLE SERVICE, LLC By: Name: Title: Subject to Protective Order IATS - 000462 SDNY_GM_02774567 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261207 EFTA01339835 IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives, as of the date set forth in the preamble hereto. SELLER: BUYER: ASI Wings LLC Hyperion Air By: By. Name: Name: Larry VIS0S.Ift Title: Title: CONSENT AND JOINDER: Manager The undersigned, Insured Aircraft Title Service, LLC, ("Escrow Agent") does hereby consent to and join in the foregoing Agreement hereby agreeing to act as Escrow Agent in accordance with the provisions of the Agreement applicable to Escrow Agent in exchange for an escrow fee of Three Thousand Four Hundred end 00/100 U.S. Dollars (US.S3,400.00). Escrow Agent confirms that the Deposit is being held and at all times shall continue to be held in escrow exclusively with respect to the sale of the Aircraft by Seller to Buyer as contemplated by this Agreement and for no other transaction, person, entity, or purpose, including, without limitation, any planned or subsequent sale of the Aircraft by Buyer. Escrow Agent further confirms that any hinds constituting the Deposit or the Purchase Price have been or will be deposited with Escrow Agent from Buyer's account or, if such funds orientate from an account other than in the name of Buyer, such hands have been or will be unconditionally and irrevocably assigned by the depositor for use as the Deposit or the Purchase Price, as applicable, solely in connection with this Agreement. Escrow Agent's agreement to serve as the "Escrow Agent" is conditioned on the following limitation. Notwithstanding the provisions contained in Section 12.5 of the Agreement or any provision contained in any other agreement between Buyer and Seller, the competent courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma shall have exclusive jurisdiction to hear all disputes against Escrow Agent and no other courts shall have any jurisdiction whatsoever in respect of such disputes against Escrow Agent. Should a dispute arise between Buyer and Seller relating any funds or other items which are in the possession of Escrow Agent, Escrow Agent shall be entitled to interplead any hands or other items in its possession with the competent courts of the State of Oklahoma or the United States District Court for the Western District of Oklahoma. The foregoing shall not affect the governing law and jurisdiction provisions contained in Section 12.5 of the Agreement to the extent that any dispute is between only Buyer and Seller and does not involve Escrow Agent in any manner. Escrow Agent: (Signed subjec IATS Terms and Conditions.) INSURED AIRCR T3 SE VICE, LLC By: Name: Title: Sjgbed, salad to IATS Terms & Conditions. CONFIDENTIAL Subject to Protective Order IATS - 000463 SDNYGM_02774568 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261208 EFTA01339836 TERMS AND CONDITIONS OF ESCROW SERVICES PROVIDED BY INSURED AIRCRAFT TITLE SERVICE, LLC ("IATS") The following terms and conditions shall apply to the services provided by IATS. IATS shall act as stakeholder and shall not be responsible for genuineness, validity, sufficiency or collectability of funds or documents deposited with it or any description of property or other thing therein, and shall not be required to determine existence of any fact or decide any questions of law. IATS shall not be liable for the condition or value of any property involved in any transaction. IATS shall not be liable in any respect on the account of identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any such document, paper or funds, and IATS shall not be responsible for any forgery or false representation; its duties hereunder being limited to the safekeeping of such funds, instruments or other documents received by it, and for the delivery of the same in accordance with any agreement between Buyer and Seller or the mutual instruction of such parties. IATS shall not be liable for any errors or irregularities arising from the records of any governmental agency, including the International Registry or the Federal Aviation Administration. The undersigned hereby acknowledges and agrees that IATS may perform other services for one or more of the parties to a transaction, including, without limitation, providing services relating to the status of the title to the Aircraft. Notwithstanding anything to the contrary contained in any contract between Buyer and Seller, the parties acknowledge and agree that, from time to time, IATS is requested to serve as the escrow agent in connection with a series of transactions involving the Aircraft and the simultaneous closings of such transactions. To that end, each transacting party acknowledges that the transaction to which it is a party may involve a situation where (I) the Aircraft may be being purchased from another seller, (2) the Aircraft may be being immediately resold to a different purchaser, (3) that there may be simultaneous closings of the purchases and sales, and (4) that all funds being used to fund the purchases and sales of such aircraft may be being deposited with IATS by the ultimate purchaser, and that IATS, upon authorization from the appropriate parties, may use said funds to fund the purchase of the Aircraft or otherwise dispose of the funds in accordance with the tenns of the contract(s) involving the purchase(s) and sale(s) of the Aircraft. The transacting parties are responsible for the negotiation and preparation of any contract(s) involving the purchase(s) and sale(s) of the Aircraft. IATS shall have no responsibility whatsoever for the contents of any contract(s). If more than one contract is involved, IATS shall have no responsibility to make a comparison of the contracts to evaluate whether there are any inconsistencies between the terms of the contracts, and IATS shall have no liability or responsibility whatsoever for any inconsistencies between the terms of any contracts. Upon confirmation by IATS that IATS is holding the documents contemplated by the contract(s) (or as otherwise authorized by the transacting parties) and escrowed funds in an amount necessary to close the transaction(s) contemplated by the contract(s) delivered to IATS, the transacting parties shall authorize IATS to consummate and close the sale(s) and purchase(s) contemplated by the contract(s), and upon receipt of such authorization IATS is authorized and directed to release the documents as contemplated by the contract(s) and disburse the escrowed funds in accordance with the terms - 23 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000464 SDNYGM_02774569 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261209 EFTA01339837 contemplated by the contract(s) or as otherwise instructed by the parties. In accepting any funds or documents delivered to IATS, it is agreed and understood that TATS will not be called upon to construe any contract or instrument deposited. In the event that IATS deems it necessary or advisable, in its sole discretion, to employ attorneys for the reasonable protection of the escrow property and/or of itself, IATS shall have the right to be reimbursed by the transacting parties for any attorneys' fees incurred. Should a transaction fail to close for any reason, the transacting parties will be charged a handling fee (minimum of $150.00), plus all incurred expenses, which may be retained from the funds held by TATS. In the event of a dispute between the transacting parties, IATS reserves the right to hold any money in its possession, and all papers in connection with or concerning this escrow, until a mutual agreement in writing has been reached between all of said parties and delivered to it or until delivery is legally authorized and ordered by final judgment or decree of the United States District Court for the Western District of Oklahoma, the District Court of Oklahoma County, Oklahoma, or other court of competent jurisdiction; and in case IATS obeys or complies with any judgment, order or decree of a court of competent jurisdiction, it shall not be liable to any of the transacting parties nor to any other person or entity by reason of such compliance, notwithstanding any such judgment, order or decree be subsequently reversed, modified, annulled, set aside or vacated. TATS shall not be liable for any acts or omissions done in good faith, nor for any claims, demands or losses, nor for any damages made or suffered by any party, except such as may arise through or be caused by its bad faith or gross negligence. These Terms and Conditions and the services provided by IATS shall be governed by and construed in accordance with the law of the State of Oklahoma. Notwithstanding any provision contained in any purchase agreement or other agreement between a purchaser and seller, the District Court of Oklahoma County, Oklahoma, or the United States District Court for the Western District of Oklahoma shall have exclusive jurisdiction to hear all disputes against IATS and no other courts shall have any jurisdiction whatsoever in respect of such disputes against ATS. The foregoing shall not affect the governing law and/or Jurisdiction and venue provisions in any agreement between a seller and purchaser to the extent that any dispute does not involve IATS in any manner. These Terms and Conditions govern all duties and liabilities of IATS notwithstanding any terms contained in any contract between the transacting parties, and in the event of any inconsistency between these Terms and Conditions and any such contract, these Terms and Conditions shall govern. (Rev. 3/17) - 24 - HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000465 SDNY_GM_02774570 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261210 EFTA01339838 EXHIBIT A Aircraft Description Sikorsky S-76C++ N722JE S/N 760750 ENGINES: (2) Turbomeca Arriel 2S2 Engines AVIONICS: Honeywell Primus II AIR DATA COMPUTER: Dual Air Data Computers ATTITUDE HEADING REFERENCE SYSTEM: Dual Litef LCR-925 AHRS AUTOMATIC DIRECTION FINDER: Single Collins ADF-462 ADF Receiver COCKPIT VOICE RECORDER: Universal CVR-I20 COMMUNICATIONS: Dual Collins VHF-22A VHF Radios DISTANCE MEASURING EQUIPMENT: Dual Collins DME-42 DME Transceivers ELECTRONIC FLIGHT INSTRUMENTATION SYSTEM: Honeywell ED-800 EFIS System EMERGENCY LOCATOR TRANSMITTER: Artex C406-N ELT with Nav Interface FLIGHT CONTROL SYSTEM / AUTOPILOT: Dual Honeywell FZ-706 Flight Control Computers FLIGHT MANAGEMENT SYSTEM: Universal UNS-IFw GLOBAL POSITIONING SYSTEM: Universal UNS-IFw WAAS/LPV MULTI-FUNCTION DISPLAY: Garmin GMX-200 Moving Map and Graphical Weather Display NAVIGATION: Dual Collins VIR-32 VHF Navigation System RADIO ALTIMETER: Single Collins ALT-55A Radio Altimeter System RADIO MANAGEMENT UNIT: Dual Collins RTU-4200 Radio Control Heads TRAFFIC COLLISION AVOIDANCE SYSTEM: Bendix King TPU-66A TCAS I Prossor TRceANSPONDER: Dual Collins TDR-94D Transponders with ADS-B Out Version 2 TERRAIN AWARENESS AND WARNING SYSTEM: Honeywell Mark XXII EGPWS STANDBY INDICATOR: Aerosonic Standby Airspeed and Altitude Indicators STORMSCOPE: Honeywell LP-850 Lightning Detection System WEATHER RADAR: Honeywell Primus WL880 Weather Radar XM GRAPHICAL WEATHER: Garrnin GDL-69 XM Weather Receiver COMMUNICATIONS • Iridium Phone System ,- Phone handset in cabin • Passenger Addressing System OTHER EQUIPMENT • Keith Electric Air-Conditioned Cockpit and Cabin • Emergency Flotation System • First Aid Kit • Dual Crew Flashlights • Heated Windshields / Windshield Wiper System • Manual Rotor Brake System • Tinted Cabin Windows MAINTENANCE & INSPECTIONS ,— Airworthiness Date: December 8to, 2008 ,— Entry 10 into Service: March 17th, 20 Sikorsky Gearbox Program N.- Maintenance Tracking by Sikorsky Ilelotrac HAS Doe #58455759 v7 CONFIDENTIAL ENTERTAINMENT Bose headset jacks for each seat location XM Satellite Radio • Dual Retractable Steps • Nose Landing Gear Doors • Pulse Light System . • LED Landing Lights • Halogen Search Light • Upper / Lower LED Anti-Collision Lights • LED Recognition Lights EXTERIOR DESCRIPTION Phantom Grey with Silver Platinum Markings 25 Subject to Protective Order IATS - 000466 SDNYGNi_02774571 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O26121 I EFTA01339839 INTERIOR DESCRIPTION: Executive eight passenger interior features dual four-person divans. A fold-down armrest in the center of the aft divan features a slide-out drawer with XM radio remote. Bose headset jacks in each scat location allows for intercom, as well as XM radio entertainment, for all passengers. INTERIOR EQUIPMENT • LED Wash Lighting • Overhead LED reading lights and gasper vents • .ighted cabin door steps • Cabin controllers in headliner • Iridium phone handset Wood veneer side ledges (4) 110V AC outlets . (4) I2V DC outlets (cigarette outlets) Material Damage: 2013 bird strike to radome. Removed and repaired radome with new shell cutout and reinstalled radome. Specifications subject to verification by Buyer during the Pre-Purchase Inspection The description contained in this Exhibit A generally describes the Aircraft to the best of Seller's knowledge, but does not represent a warranty or guarantee of the Aircraft, including, without limitation, the avionics, equipment, accessories, modifications, and loose equipment installed on the Aircraft, or its related logs, records, and technical documents. Buyer agrees to rely on the Pre-Purchase Inspection to confirm Aircraft fully meets Buyer's satisfaction. Buyer hereby agrees that Seller bears no obligation to pay for or install equipment to meet the description of Aircraft in this Exhibit A.Seller shall provide Buyer with all Airframe, Engine, and arrrccory maintenance logs, records and manuals; flight records and manuals; weight and balance manuals; wiring diagrams; and any other records and manuals related to the operation and maintenance of the Aircraft, which Seller has for the Aircraft. 26 HAS Doc #56455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000467 SDNY_GM_02774572 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261212 EFTA01339840 AXHIBIT B ASSIGNMENT OF WARRANTIES Pursuant to the Aircraft Purchase and Sale Agreement (the "Agreement"), dated as of March 27, 2019, by and between ASI Wings L (the "Seller") and Hyperion Air, I.LC (the "Duvet"), Seller, without representation or warranty, hereby assigns to Buyer such rights if any, as Seller may have under (a) any warranty (express or implied), or otherwise, with respect to that certain Keystone (Sikorsky) S-76C aircraft bearing U.S. registration number N722JE and manufacturer's serial number 760750 (the "Airframe") together with (i) two (2) Turbomeca S.A. model Arriel 2S2 engines bearing manufacturer's serial numbers 42285TEC and 42286TEC (the "gaging"), (ii) Sikorsky 76150-09100.053 rotor blades bearing manufacturer's serial number A086-03958, A086- 03773, A086-03768 & A086-03769 (the "Blades") and (iii) all appurtenances, appliances, parts, avionics, instruments, components, accessions, furnishings, engine covers, tool kits, and loose equipment that are set forth on Exhibit A to the Agreement, and other equipment of whatever nature incorporated in, attached to, or specifically assigned to any of the foregoing (collectively, the "Aircraft"); (b) any service policies, maintenance plans and programs or product agreements with respect to the Aircraft and (c) all warranties given by any manufacturers, repairers, installers or other providers of parts and/or services with respect to the Aircraft, in each case to the extent the same exist in favor of Seller and are capable of being assigned by Seller or otherwise available to Buyer (collectively, the "Assigned Rights"). Buyer acknowledges that it shall be solely responsible for any fees, charges, costs and expenses with respect to the transfer of the Assigned Rights and the processing of any claims or services thereunder. Seller hereby acknowledges Buyer's right to enforce in its own name such Assigned Rights as Seller may have with respect to the Aircraft. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. This Assignment of Warranties may be executed in multiple counterparts and may be transmitted by PDF attachment to an e￾mail or facsimile. IN WITNESS WHEREOF, the parties hereto have caused this Assignment of Warranties to be executed by their duly authorized officers this day of , 2019. SELLER: BUYER: ASI Wings LW Hyperion Air, LW By: By: Name: Name: Title: Title: 27 HAS Doc N58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000468 SDNY_GM_02774573 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261213 EFTA01339841 EXHIBIT C POST-INSPECTION NOTICE Pursuant to that certain Aircraft Purchase and Sale Agreement, dated March 27, 2019 (the "Agreement"), between Hyperion Air, LLC ("Buyer") and ASI Wings LLC ("Seller"), this notice confirms to Seller that Buyer has completed the Pre-Purchase Inspection and its review of the Inspection Report. Terms not otherwise defined herein shall have the meanings set forth therefore in the Agreement. CHECK ONE: The Aircraft is hereby conditionally accepted subject to (A) correction or repair by Seller of all Discrepancies and Additional Remediation Items (as such terms are defined in the Agreement) and as described on attached Schedule C-1 together with any and all Discrepancies arising after the date of this Post￾Inspection Notice but prior to the Closing as discovered during the course of the inspection and/or acceptance or confirmation flights provided for in Section 3.2 of the Agreement, (B) the Aircraft being in the Delivery Condition and (C) satisfaction of the closing conditions set forth in Section 5 of the Agreement. The Aircraft is rejected. Seller's counter-execution of this Post-Inspection Notice shall not be deemed to obligate Seller to correct any items identified on this Post-Inspection Notice other than Discrepancies and Additional Remediation Items, notwithstanding that Buyer may list other items on this Post-Inspection Notice (such as cosmetic or aesthetic items) that are not Discrepancies or. Additional Remediation Items which Seller has not expressly agreed to repair or remediate; provided, however, that Seller shall be obligated to correct each such proposed Additional Remcdiation Item if Seller has indicated its specific agreement to correct the same by placing beside such item the initials of Seller's signatory. Dated: , 2019 Hyperion Air, LLC By: Name: Title: Agreed and Accepted: ASI Wings LLC By: Name: Title: 28 HAS Doc OS8455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000469 SDNY_GM_02774574 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261214 EFTA01339842 SCHEDULE C-I IQ pOST-INSPECTION Noticil; [Insert List of Discrepancies and Additional Remcdiation Items as Needed] 29 HAS Doc 458455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000470 SDNY GM_02774575 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261215 EFTA01339843 SCHEDULE E- I TO AIRCRAFT DELIVERY AND ACCEPTANCE CERTIFICATE [Insert List of Discrepancies as Needed) 35 HAS Doc X58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000471 SDNY_GM_02774576 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261216 EFTA01339844 SCHEDULE A International Registry Description of Aircraft Assets Engines: TURBOMECA model ARRIEL 2S2 bearing manufacturer's serial numbers 42285 and 42286 36 HAS Doe #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000472 SDNY GM_02774577 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261217 EFTA01339845 SCHEDULE 1.2.2 Service Contracts Sikorsky Gearbox Program (the "Gearbox Program") 37 HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000473 SDNY_GM_02774578 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261218 EFTA01339846 SCHEDULE 2.1 Sec attached Associated Aircraft Group, Inc. Customer Estimate, Work Order Quote: Q775-03.20)9 3 HAS Doc N58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000474 SDNY GM_02774579 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261219 EFTA01339847 ./4110 Associated Aircraft Group, Inc. 32 Griffith Way, Hudson Valley Regional Airport Wappingers Falls, New York 12590 Phone 845-463-6500 lax 845-463.5687 Date 3/26/2019, 7:58 AM Customer Estimate Work Order Quote: Q775-03.2019 CUSTOMER INFORMATION Hyperion AIr,LLC 6100 Red Hook Ouarlers B3 Saint Thomas, USVI 00802 917.888.6145 Reg. No: N722JE 2008 Sikorsky S.76C•• SERIAL: 780750 Aerial= 0" . 0 14° Discrepancy & Corrective Action Comply with 3.8, and 12 month airframe calendar Inspection requirements 1/AMS-78C AlmenNness Limitations & inspection Requirements manual. Item: 1 . Airworthy Airframe M.M Ref: SA4047.71IC-2-1 Revision: 28 Chaplet 05-20-00 Revision Dale: Airy 31. 2017 Notes' Flat rate applies to shop labor. My parts related to Giese inspections that may be required wt. be added to the Iworce. Hours Subtotal Flat 30,800.00 Labor. 530800.00 Parts: 5000 Shipping: $0.00 Item Subtotal: 530800.00 Aumenize ❑ '1st Discrepancy & Corrective Action Comply With 38 Malin hots airframe inspection requirements IMAN Sikorsky S-76C MnvorthYiess Limitations & inspection Restatements Mendel￾Item: 2 - Airworthy Airframe M.M. Rel: SA4047.78C•2.1 Revision: 28 Chapter: 05-20-00 Revision Date: July 31.2017 Notes: Flat rate applies to shop tabor. My parts related to INGO Inspections that may be required 0051 be added to the Invoice. Hours Subtotal Flat 28,000.00 Labor: 528,000.00 Pan: 50,00 Shipping: 50.00 Item Subtotal: 828,000.00 I of 5 Printed by Eels 3 tennv.dalComedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000475 SDNY_GM_02774580 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261220 EFTA01339848 Associated Aircraft Group, Inc. • Piton*: 045.4633500. Far: 845-43.5587. 3'26/2019 7:50:03 AM WM Quote: 077543.2019 32 Griffith Wry. Hudson Valley Regional Airport, Wappingers Falls, New York 12590 Item: 3. Airworthy Airframo ❑Y.. 0 'R. Discrepancy & Corrective Action Comply wth 25 and 50 hOlif airframe inspection requirements IMM/ S•78C Mworthiness Lineations & Inspection Requirements manual. M.M. Ref: SA4047.76C.2.1 Reviskm: 26 Chaplet: 05.20-00 Revision Dale: July 31, 2017 Notes: Flat rate applies to shop abet Any Pans related to these inspections that may be required we be raided to the invoke. Hours Subtotal Fiat 1,400.00 Oty Unit Part Number 1 EA KA100 Description 01 Sample Kit Unit Price 66.55 Subtotal 566.55 Labor $1 400.00 Parts: $68.55 Shipping: $0.00 Item Subtotal: $1.40.55 autumn On* Ow Discrepancy 8, Corrective Action Comply WM 600 hour artsme inspection romirements I/MW Sikorsky S-76C Aliworgeness Limitations & Inspection Requirements manual. Item: 4 • Airworthy Airframe M.M. Ref: SA40417-76C-2-1 Revision: 26 Chapter. 054040 Revision Dale: July 31.2017 Notes: Flat rale applies to shop labor. My parts rolled to arse Inspections that may be required WIN be added to the Invoke. Hours Subtotal MOO 11200.00 Labor 511,200.00 Pans: $0.00 Shipping: $0 00 Item Subtotal: $11.200 CO Ala Pala CI Ye 0 Ho Discrepancy & Corrective Action Comply with the lollowing SCA No. IC00278, 5.78 Door Lock Pin kIL 300 hour/12 month Inspection. CA No. IC001343, Honey...mg MFRD, 300 hour/12 month Inspection. •ICA No. IC00916. Silencer Wall Panel System, 300 hOurt12 month Inspection.. •ICA No. IC00925. Keystone Retractable Boarding Step, 300 hour/12 month inspection. •ICA No. IC01217, Deluxe VW Interior system. 100 new/I2 month inspection. •ICA No. IC01357, Garmln GMX-200. 300 hour/12 month Inspection. •ICA No. 1C01421, Gamin GDL-69/GDL-139A Weather Data Receiver. 300 hour/12 month Inspection. •ICA No. IC01096, LED External tights, 50 hour/12 month Inspection. •ICA No. IC01812, TrueNoOn Simphone SATCOM. 300 hour/12 month inspection. •ICA No. 1001841, LINS-Ww With LPV IMMO,. 300 hoia/1500 hour/12 monthInspection. •ICA No. 1K7707, Eatongedoco Zapper chip detector system. 500 hour/6 month Inspection. •ICA No. IWO-12. 300 hour/1500 how/12 month Inspection and lubrication of Tall Rotor coda. Item: 6 - Airworthy Airframe Hours Subtotal Flat 2,100.00 Labor $2,100.00 Parts: $0.00 Shipping: $0.00 item Subtotal: $2,100.00 2 of 5 Printed by Ears 3 (www.0Mcomedia corn) CONFIDENTIAL Subject to Protective Order IATS - 000476 SDNY_GM_02774581 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261221 EFTA01339849 Associated Aircraft Group. Inc.- Phonic 845-453.8500, Fax: 845' 183.5687 . 3/26/2019 7:58:03 AM WM Quote: 077643.2019 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Fans. New York 12590 whoa Item: 6 - Airworthy Airframe Discrepancy & Corrective Action Send Win Gallery. PS-855A Emergency Power supply battery. and Grimes emergency tght power supply out lo Aviall out for 12 month deep cycielcapecny checks. Their estimated costs are below. Outside Repair. /MALL, INC.. LAWN: 1.500.00. Pans: 0.00. SlaPOing: 0.00 Notes: Charge horn Avian indicated is just an estimate. Actual coat may vary. Hours Subtotal 0.00 0.00 Labor: $1400.00 Parts: $0.00 Shipping: $0.00 Rem Subtotal: $1.500.30 AUTHORIZE ❑THI 0 KU Discrepancy & Corrective Action Contract Structural Testing Systems to perform the following inspections: Item: 7 • Airworthy Airframe •12 month Pad Collective Stick NOT Thee estimated Charge Is below. ad•Itti•Rept STRUCTURAL TESTING SYSTEMS. INC., tabor 650.0. Pans: 0.00. Shipping: 0.00 Notes: Charge from STS irwicated Is ♦al an estimate. Actual coat may vary. HOWES Subtotal 0.00 0.00 Labor: 3650.00 Parts: 30.00 Shipping: $0.00 Item Subtotal: $650.00 AUTHORIZE O Yol O Ho Discrepancy & Corrective Action Contract Duncan /Wagon to comply with the fobowIng avionics inspections: -12 month 14 CFR 91.207.0 ELT internal visual Inspection and ops check. •12 month Avionics Inspection -24 month 14 CFR 91.4111413 Pilot-Static. Menotti and ATC Transponder checks. Item: 8 - Airworthy Airframe Their estimated charge is below. outside Repair: DUNCAN AVIATION. Labor: 3.000.80, Parts: 0.00. Shipping: 0.00 Notes: Charge from Duncan Aviation indicated is just an estimate. Actual cost may vary. Hours Subtotal 0.00 000 Aunat2E Dye' 0 He Discrepancy & Corrective Action Remove and replace al Tall Rotor control cab*. Item: 9 - Airworthy Airframe Notes: Cost of Tel Rotor cables Indicated is Just en estimate. Actual cost wit be added totome invoke. Qty Unit Part Number Description Unit Price Subtotal I EACH 7640043191.046 CABLE 406.64 406.84 1 EACH 78400-03191-050 CABLE 589.85 589.85 1 EACH 78400-03191-051 CABLE 344.11 344.11 I EACH 78400.03191-059 CABLE 355.90 355.90 Hours 16.00 Subtotal 2.240 00 Labor 32.240.00 Parts: 31.696.50 Shipping: $0.00 Item Subtotal: 53.936.60 CONFIDENTIAL ads printed by Ellis 3 (www.datccrnedie corn) Subject to Protective Order IATS - 000477 SDNY_GM_02774582 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261222 EFTA01339850 Associated Aircraft Gigue, Inc. - Phone: 645.4634500. Faa: 845463-5MR 3/2612019 7.58.03 AM WIG Quote: 0775-03.2019 32 Griffith Way, Hudson Valley Regional Almon, Wappingers Fat.. New York 12590 AUTIIORIZE v•• 0 mu Discrepancy & Corrective Action Remove line replace all TM Rotor Drives/ion bearing support assemblies Item: 10 Airworthy Airframe Notes: Cost of pans indicated is Just an estimate. ACSAII COSI win be adders to the iswOce. Qty Unit Part Number Description Unit Price Subtotal 3 EA 76361-04007-042 BEARING SUPPORT 0.00 0.00 12 EACH HAS464P4A5 BOLT 4.94 59.28 12 EACH SSM 11.085025NP WASHER 133.38 1,6430.58 12 EACH 885088-04 NUT 17.04 204.48 Hours Subtotal 20.00 2.800.00 Labor. $2.800.00 Parts: $1.804.32 Shipping: 50.00 Item Subtotal: $4.684.32 nulletire .. 0 SS Discrepancy & Corrective Action Bore scope No. and No. 2 Engines WPM Turborneca 2S1 MaiMonance Manual. Chapter 72. task 72-00-43.200-603-A01. Item: 11 Airworthy Airframe Holing Subtotal 4.00 580.00 Labor 5560.00 Parts: WOO Shipping: 50.00 Item Subtotal: 1580.03 4 of 5 Printed by ESis 3 (www.datoomedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000478 SDNY_GM_0277455.3 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261223 EFTA01339851 Associated Aircraft Group. Inc. - Phone: 845-4134500. Fax: 845-443.4407 - 3126:2010 7:55:03 AM 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Falls, New Tork 12590 WOO Oriole: 077543-2919 Additional Charges Pilot Services Tue Disposal EPA Charge Oil Analysis Stop Suppfies Fuel Misc. Subtotal 0.00 0.00 0.00 0.00 1.137.50 0.00 0.00 $1.437 50 it will take an estimated 935.00 hours to complete the necessary work. Important Information Total Labor. Total Parts: Total Shipping: Additional Charges: Tax: Total Estimate Before Deposit: Deposit: $84.250.00 $3,827 37 $0.00 $1,437.50 $000 $89,314.87 50 00 Total Estimate: $89,314.57 MISC. CHARGES NOTES: Estimated Anival Dato: Apt 121h. 2019 Eslimeled Stan Date. April 1501.2019 Estimated Working days: 33 Estimated Out Dale: May 29th. 2019 Please note: Down times are husl an estimate and are subject to change due to disaepancles found during Inspection arclior additions made by customer. Working days are defined as Monday wough Friday. unless otherwise <Mooned with MG. Weekends and Holidays are NOT defined as wonting days. All maintenance requests not originally quoted are not guaranteed to be performed during scheduled down limo due to (epee station CPR* and part bad times. All additional requests must be coordinated with MG pro' to arrival al our focally. Additional charges: Shop Hourly Labor Rate: 5140.00 (Straight time) Shop Houdy Labor Rate: $210.00 (Overtime) Labor rates are subject to change. Parts prices are subject to change based on annual price increases A 50% deposit is required upon acceptance or quote. A cost cd $2.50 per labor hour will be added to the invoice to cover cost of miscellaneous orsonatiles. All customer supplied pans will Incur a 2.5% mark-up for inspection and handling. Prior customer authorization Is required for any work performed on iwicatonal dscropandos related la the Wok Order. Hyperion Ak,LLC or Authorized Representative Dale sets Printed by Eats 3 (a.msalsicometha.com) CONFIDENTIAL Subject to Protective Order IATS - 000479 SDNY_G M_02774 584 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261224 EFTA01339852 X72;/019 Subject: Re: N722JE SN760750 From: "Larry Visoski" Sent 2/21/2019 5:31:31 PM To: "Matt Walter" >; CC: "R ne Lamle" icole Moghbel" 'Thomas M. Richardson" Matt, "Hyperion Air, LLC" will Be the purchasing entity Thx Larry Visoski Manager Hyperion Air, LLC 6100 Red hook quarters B3 St. Thomas USVI 00802 Sent from my iPhone On Feb 21, 2019, at 5:34 PM, Matt Walter wrote: Engine serial numbers: Engine 1 — 42285TEC Engine 2 — 42286TEC Larry - can you confirm which entity will be executing the Sales Agreement? Reason we ask is because the entity that signed the LOI is a slightly different entity from the entity that sent the deposit in. Thanks. Matt Walter, CPA Sales Director 1f2 CONFIDENTIAL Subject to Protective Order IATS - 000480 SDNY_GM_02774585 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261225 EFTA01339853 2/22)2019 On Feb 21, 2019, at 12:48 PM, Ryne Lamle Hi Matt, wrote: Please see the attached FAA/IR title searches for N722JE. When available, please provide the engine info and we'll run those searches as well. Thanks, Ryne Lamle rj Executive Assistant to Kirk Wofod-President Insured Aircraft Title Service 21 East Main Street, Suite 100 Oklahoma City, OK 73104 ATTENTION: WE HAVE MOVED; OUR NEW ADDRESS IS: 21 EAST MAIN STREET, SUITE 100, OKLAHOMA CITY, OKLAHOMA 73104. "Please note: Our banking relationships have changed. Please send all escrow funds to our Bank of America accounts. If you need our current wire transfer instructions or have any questions, please do not hesitate to contact us." <N7221E FAA TS001.pdf> <N722JE IR TS001.pdf> 2/2 CONFIDENTIAL Subject to Protective Order IATS - 000481 SDNY_GM_02774586 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261226 EFTA01339854 J.F.TTER OF INTRTsit February 18,2019 ASI Wings. ISO 151 Farmington Avenue. Hartford, CT 06156 Re: 2008 Keystone (Sibratty) S-76C Helicopter Serial No. 760750. U.S. Registration No.N722JE ladies andGentleMen: Plyperion.Air, LLC ("Purchaser") hereby expresses its intent to purchase from ASI Wings LLC ("Sella') that certain 2008 Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S￾76°I-9, bearing Manufacturer's Serial Nil 760750 and U.S. Registration No. N722.JE, with two (2) Turb0meca Artiel 282 engines, together with ell avionics, equipment (including loose .equipment in the Seller's possession), systems, furnishiegs.and accessories installed on, contained in, attachetto or associated with said helicopter and engines, and also .including all airframe, engine and accessory logbooks, flight and operation ruanuals,maintenance. and overhaul records, checklists, drawings, any issued.FAA Form 337'a, warranty, documents, entail other recordi and paperwork relating to the above-described helicopter and engines required by the MA. to be in Seller's possession, all as is to be more particularly desCribed in the definitive written Aircraft Purchase Agreement desetibedbelow (collectively, the."Aircraft"), subject to the followingtemrs and conditions: I. The total purthasepriee for theAircraft shall be the sum of Three Million United States Dollars ($3,000,000.00 USD) payable as follows: (i) Within two (2). business days after Seller's acceptance Of this Letter of Intent ("LOP), Purchaser shall wire transfer a .fully refundable Five Hundred Thousand U.S. Dollar ($500,000.00 USD) deposit (the "Deposit') to Mewed Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attu. Joan Roberta, Vice President (the "Escrow Agent"), in favor of Seller with specific reference. to the Aircraft, which Deposit shaft be held in escrow and disbursed in accordance with the units and conditions set forthin the definitive written Aircraft Purchase Agreement described below; and (b) The balance of the purchase price for the Aircraft. in the amount of Two Million Five. Hundred Thousand United States D0llatt ($2,500,000.00 USD) shall be paid at the closing provided for in the definitive Aircraft Purchase Agreement described below, saidpurchase price balance to be wire transient-clinic); to such *slag into a special escrow account of the Escrow Agent in favor of Seller with sped fie reference to. the Aircraft for its disbursement to the Seller at said closing upon the satisfaction of the conditions,and requirements to be set forth in the said Airctaft Purchase 2 CONFIDENTIAL Subject to Protective Order IATS - 000482 SDNY_GM_02774587 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261227 EFTA01339855 Agreement. a The Deposit and this LOI shall be subject to the execution of definitive written Aircraft Purchase Agreement between Seller and Purchaser in form and silbstartee mutually satisfactory to the ptuties, providing for the sale and purchase of the Aircraft on terms consistent with this LOI, and such other terms and conditions as may bemutitally agreeable to the parties. Said definitive written Aircraft Purchase Agreement shall herein be referred to as the "Purchase Agreement". Seller and Purchaser' shall undertake to execute and deliver to each other the mutually acceptable Purchase Agreement within ten (10) business days after the acceptanceof this LOT by Seller as indicated by Seller's signature below. The purchase Agreement, the initial draft of which shall be generated by the Seller, shall supersede this LOT in its entirety, and, if there shouldbe any conflicts between the provisions of the Purchase Agreement and-this L0l, the provisions of the Purchziac Agreement shall control for all PinVoses• If the parties fail to enter into the purchase Agreement within such ten (10) business day period, then, unless the parties mutually agree in writing to extend the dale:for execution, the Escrow Agent shalk within one(1) business day after the expiration of such ten (10) biziness day period, return the Deposit to Purchaser, and neither Seller nor Purchaser shall have any ftuthei liability to the ethereally, 3: The Aircraft-shall be delivered with load and marketable tide and free and clear of all liens, claims, demands and encumbrances. 4. The Aircraft shan't delivered in an airworthy condition with a validstandard U.S..Certificate of Airworthiness and shall.comply in all respects with the "Delivery Condition" Id be defined and Specified in detail in the Purchase Agreement 5. A. pre-purchase inspection of the. Aircraft shallbe conducted at a mutually agmeable facility to bespecified in the Purchase Agreement, and thescopt of the pre-pUrchate inspection, including mechanical and records inspections, test flights and the like wilitlso be specified in the Purchase Agreement. Closing' n the purchase of the Aircraft Shall be subject to Purchaser's satisfaction, in Purchaser's sole discretion, with the results oldie pre-purchate inspection.of the Aircraft. Upon completion of the pre-pmuhaSt inspection Purchaser and.Seller will mutually agreeupona list of airworthiness discrepancies,such list shall be completed no later that:LOA (10) business days after the beginning. of the pre-purchase inspection, Purchaser will provide written aeteptante or rejection of the Aircraft Within two (2) bUsineSs days after receipt of the aforementioned list:of discrepancies. Purchaser's technical acceptanceof the Aircraft will be indicated via an. Aircraft Technical Acceptance Certificate which will be an exhibit of the Purchase Agreement. At the execution of the Aircraft TeChnical Acceptance Certificate, the deposit will become. non￾refundable. Preipurehase inspection to begin within five (5) business' days after notification that the Aircraft is ready fot inspection drat the maintenance facility's first availableopening:thereafter. Closing and delivery to take place within two (2) business dayii following Solution of rho discrepancieslisted on the.Aircraft Technical Acceptance Certificate or such other date as the parties may agree to inwriting,.subject to conditions in this LOT being complied with. 3 CONFIDENTIAL Sub,ect to Protective Order IATS - 000483 SDNvGNi_02774588 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261228 EFTA01339856 6. Movement to and from the pre-purchase inspection facility, any visual inspection, delivery flight, or test flights will be paid for in advance directly to Seller at a rate equal to Eight Hundred Seventy Five United States Dollars ($875.00 USD) per flighthour. 7. Both Seller and Purchaser agree and acknowledge that this LOt constitutes a non-binding letter of intent and except for the provisions regarding the Deposit, which the parties agree create legal and binding obligations, does not and is not intended to create any legal obligation or enforceable right in any party. 8. This LOT will remain in effect until 5:00 p.m. EST on February 20, 2019, after which, if not accepted by Seller, it shall expire and have no further force or effect. This LOI may be accepted by Seller's returning by email a pdf of a copy hereof, signed by an authorized representative of Seller, to Larry Visoski, Manager, at Ivjet@,aol.com prior to thattime. HYPERIO LLC Febniely 19 2019 B Name: Larry isoski Title: Manager 4 CONFIDENTIAL Subject to Protective Order IATS - 000484 SDNY_GM_02774589 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261229 EFTA01339857 ACCEPTED: CVS PHARMACY, INC., On behalf of its wholly owned indirect subsidiary, ASI WINGS LLC By: Name:.-1414" 311 ( (irk Title: 5;W 64-6-0(h- j 0977 Date: February (9.2019 CONFIDENTIAL Subject to Protective Order IATS - 000485 SDNY_GM_02774590 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261230 EFTA01339858 2/2112019 Subject: N722JE Deposit From: "Matt Walter" • Sent: 2/21/2019 6:22:31 AM To: Woford" CC: "Larry Visoski" Attachments: DB_Hyperion Air_WT_Insured Aircraft Title Service_022019_backup.pdf; ATT00001.txt "Kirk Angie or Kirk - please see yesterday's outgoing wire notice attached. Can you confirm receipt of the deposit against this helicopter? I would imagine it's arrived by now. If any issues, I've copied Larry Visoski who is the buyer's contact. I represent the seller. Thanks Matt In CONFIDENTIAL Subject to Protective Order IATS - 000486 SDNY_GM_02774591 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261231 EFTA01339859 CONFIDENTIAL Subject to Protective Order IATS - 000487 SDNY_GM_02774592 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261232 EFTA01339860 4 8 TD IJ Z c t33 rn g H 73 0 H H 73 o m a 70 -o > m, > <7) 6') o ci >—O Vl Po 1--% P 2 1-1 y i 10 a) '4 5 = „7! I1 gO REGISTRATION NOT TRANSFERABLE uml E 0 STATES OF AMERICA DEP/41TME NT OF TRANSPORTATION- FEDERAL AVIATIONADMINISTRATION CERTIFICATE OF AIRCRAFT REGISTRATION This certificate must be in the au• aafl when operated. NATIONALITY AND REGISTRATION MARKS N 722JE AIRCRAFT SERIAL NO. 760750 MANUFACTURER AND MANUFACTURERS DESIGNATION OF AIRCRAFT KEYSTONE HELICOPTER S-76C ICAO Airczalt Address Code 52325707 I S S U E 0 T O HYPERION AIR LLC 6100 RED HOOK QUARTER 83 ST THOMAS VIRGIN ISLANDS USA 00802 LLC The emanate is ruse for reaistaton porpoSas oniy and s note outdate °fade. The Fulani Av011Ion AtlenhietrabOn 0014 not determine note a/ ownership as eenbeen pnvate Preens U.S. Department of Transportation Federal Aviation Administration It i teitEed US 0le above clescAMMI arCraft has been entered On the :VMS OF the Federal AvellOn Mmovslyabon. Urine States ot Amenca. 1 accordance wart Vie Convenucn Oa IntemalpOnal Owl Amabon dated 0aCernber 7. 1944. and wan Tale 49, United States Code, and reOulabOrd named thereunder. OA, OF ISSuE July 17. 2019 EXPIRATION DATE July 31, 2022 E l ACTING ADMINISTRATOR tem I re .e velem U.S. Department of Transportation Federal Aviation Administration Ctal Armen lictsYy P Bar MU Celahena City, OK 731254504 Metal Business Penalty for Private Use $300 AO Fore 10503 IIIY201Col Sopeneees Fannin ration 722JE TO: HYPERION AIR LLC 6100 RED HOOK QUARTER 83 ST THOMAS VIRGIN ISLANDS USA 00802 EFTA01339861 V1.43 - 9ZOO I tri C co H 0 -3D H C C 3D -0 3D C) -0 CO 00 : D U) sz) 2 1-1 01 0.) = (7,3 ' 4 /43 IVIINBOIANOD loakinS Ol GAPplald mpg) SIVI - 6917000 EFFECT OF REGISTRATION True 49 U. S. C 44103(cH2) provi0es: "A corlifcate of regisbaton issued wider this section a nc4 eVirlenoe or ownership of ercia in a acceedng in which cenership is. or may be in issue: THIS CERTIFICATE MUST BE SIGNED AND RETURNED BY THE REGISTERED OWNER WITHIN 2t DAYS WHEN IT IS NO LONGER IN EFFECT FOR ANY REASON UNDER 14 C.F.R. 47.41(01) through (7). a 0 Registraion is cancelled at me request of the ohne( (Also Mark andtor complete Check b. C, 0. tag O O The aircraft is totally destroyed or amdiPed C 0 United States otmenship has Otto lost cs the tunas status as a resident alien has changed (unless Changed to that of a VS. Meer* O O Thirty days have elapsed since the death M ma registered weer (estate representative skald sign) 0 The aircraft is to be regetered under the laws of a foreign country: (NAME OF FOREIGN COUNTRY> I. O The ownership of the aircraft is transferred to. (NAME) (ADDRESS) (CiTy STATE, ZIP) (SIGNATURE> (TITLE) (DATE) This cerarcate must be returned to AIRCRAFT REGISTRATION BRANCH P.O. BOX 25504. OKLAHOMA CITY. OKLAHOMA 73125-0504 RETAIN THIS INFORMATION FOR FUTURE REFERENCE CHANGE OF ADDRESS Federal Aviation Regulations regUre mat the registered owner of me aircraft snail read in ailing Within 30 days any change in permanent meting address. Amused Certificate of Registration ell be issued ethout charge. The AppliCatica for Reg:strata, AC Form 5050-i may be used to repot a change of address. REPLACEMENT OF CERTIFICATE this °vacated lost. destroyed. or mutilated, a replacement may be attained a the written request of me alder Sem your recuret and $2.00 (cheek or money eider made payable to the Federal Melton Administration) to: Amtrak Registration Branch P.O. Box 25504 Oklahoma City. Oklahoma 13125-0504 NOTE All correspondence should indude We registration "IC number. manufecairer. model, and serial number of the aircraft To offer your feedback regarding tie aircraft registration process Pane esa Our wet:Cita at Nip lregiaby.faagoWarC.Itt EFTA01339862 V1.43 - SEZI9Z00 nmans 01 3A113310>Jd H3C1H0 SHdtql9V8Vd 'L '8 '6 'OT 'ST Pue Li MYCIS - S6StrLaCrifil0 8 11 10 00 11 0 attpaloid Jam) SIVI - 0617000 "IVI1N3CIIANO0 https://wwwicdcx.cont/shipping/htmlftn/PrintlFrame.htinI m - >r _ __ o: w ca I _cn * rn i cd> F O°n ZN-'m > c > C°) —l r CO 0 m CO Z m — r ': < 0 Ca 0 0) M/RWFAC6A2 label: this printing After printer. initial or laser your to label your print to page this on button 'NO the Use 1. line. horizontal the along page printed the Fold 2. scanned. and read be can label the of portion barcode the that so shipment your to it affix and pouch shipping In label Place 3. purposes shipping for label this of photocopy a Using shipping. for label original printed the only Use Warning: could and fraudulent is number. account FedEx your of rancelation the with along charges, Ming additional in result on available Guide. Service FedEx current the in conditions service the to agreement your constitutes system this of Use whether package, per $100 of excess in claim any for responsible be not veil fedex.com.FedEx non- delay. damage, loss, of result the actual your document charge, additional an pay value, higher a declare you unless misinformation, deliverymisdefivery.ry a file and loss right Your apply. Guide Service Fedex current the in found daim.Limitations timely intrinsic including loss. any for FedEx from recover to other and costs. fees. attorney's profit, interest income sales, of loss package. the of value direct. whether damage of forms actual exceed cannot Recovery value. declared authorized the or $100 of greater the to limited is special or incidental.consequentral, negotiable metals. precious jewelry. e.g. S1.000. is value extraordinary of items for loss.Maximum documented other and instruments Guide. Service FedEx current see limits. time shict within led fi be must claims Written ServiceGuide. our in listed items AM 8:29 7123/2019, I of I EFTA01339863 Y73/2019 Subject: Re: N722JE 5N760750 From: "Larry" Sent: 7/22/2019 5:47:33 PM To: "Ryne Lamle" CC: Hello Ryne, Could you ground Fedex or mail for proper tracking, the S76 Registration to: Larry Visoski C/O Atlantic Aviation 3800 Southern Blvd Suite #204 West Palm Beach, FL 33406 Sent from my iPad On Jul 18, 2019, at 5:56 PM, Ryne Lamle Good Afternoon, wrote: IATS has received the attached Certificate of Registration for N722JE. At your earliest convenience, please provide the address and attention to which the hard card Certificate needs to be sent to be placed on board the aircraft. Thank you in advance. Regards, Ryne Lamle Executive Assistant to Kirk Woford-President Insured Aircraft Title Service 21 East Main Street, Suite 100 Oklahoma City. OK 73104 "Please note: Our banking relationships have changed. Please send all escrow funds to our Bank of America accounts. If you need our current wire transfer instructions or have any questions, please do not hesitate to contact us." <N722JE HC001.pdf> 12 CONFIDENTIAL Subject to Protective Order IATS - 000491 SDNY GM_02774596 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261236 EFTA01339864 Papensork Reduction An Statement: The mfoimation alb:tied en this form is necessary to obtain nollitilin0011 In llangna infatuation to the International Registiy. The information is a condition for the issuance ore unique authonzation code We estimate that it will cake approximately 30 minutes tocomplete the Nut Please note that any agony may non conduct or sponsor. and a person is not required to tespead to, a collection of information unless it displays a cirri:nay valid OMB OnittOl miniba. Ohl B 2120-007. AUTHORIZATION CODE IRN20190613101517 FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (At least one party Is required) Name ASI Wings LLC - seller Address151Farmington Avenue Hartford, CT 06156 Phone 401-770-8502 PARTY: Name Hyperion Ak, LLC - buyer Address Phone Electronic Address Electronic Address COLLATERAL: (Required) Aircraft Make/Model Keystone Holicoolor S-76C (Shown on the is, as Engine Manufacturer/Make TURBOMECA Serial Number U.S. Registration Number 780750 N722JE Model ARRIEL 252 ❑ Additional collateral listed on attachment Serial Number 42208 42285 TYPE OF INTEREST: (At least one block must be checked) ❑ Notice of Prospective International Interest, Prospective assignment, prospective sale ❑ International Interest 10 Contract of Sale ❑ Discharge or Release ❑ Other (specify type) SUBMITTED BY: Insured Aircraft Title Service Inc. 4848 SW 36th Street OKC OK 73179 405-681-6663 (AR) (name, address, telephone number) Al' Form S050• 135 (02/06) I'age I of CONFIDENTIAL Subject to Protective Order IATS - 000492 SDNY_GI31_02774 597 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0O261237 EFTA01339865 A Insured Aircraft Title Service, Inc. P.O. Box 19527 Oklahoma City, O1( 73144 (405) 681.6663 4848 SW 36th Street Oklahoma City, Ok 73159 (800) 654-4882 e-mail address: latsPearthlink.nel FAX (405) 681-9299 wob site: www.insuredaircrafloom N#: S/N: Fee: Filing Time 722JE $5.00 Please Return to: Angie Risley Fee: CONFIDENTIAL Subject to Protective Order IATS - 000493 SDNYGM_02774598 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261238 EFTA01339866 DocuSign Envelope ID: 7C21386F.70CC-4A60-BCC I -7C630CC9F5IM FORM APPROVED OMB NO. 21204042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION _ AIRCRAFT BILL OF SALE ORIGINAL DOCUMENT FILED AT THE F.A,A, Eil I.A.T.S, DATE: TIMM (0.13-P1 it :ladit Do Not write In This Block FOR FAA USE ONLY FOR UNDERSIGNED AND CRIBED AND IN CONSIDERATION OF $ THE OWNER(S) OF THE FULL LEGAL BENEFICIAL TITLE OF THE AIRCRAFT DES￾AS FOLLOWS: UNITED STATES REGISTRATION NUMBER: N722JE AIRCRAFT MANUFACTURER & MODEL Keystone (Sikorsky) model S-76C AIRCRAFT SERIAL NO. 760750 DOES THIS 63 DAY OF June, 2019, AND INTERESTS HEREBY SELL, GRANT, TRANSFER DELIVER ALL RIGHTS, TITLE, AND IN AND TO SUCH AIRCRAFT' UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL (S), GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) Hyperion Air, LLC 6100 Red Hook Quarter, B3 St. Thomas, U.S. Virgin Islands 00802 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, THE UNDERSIGNED HAS SET ITS HAND THIS I VI DAY OF Tune 2019. SELLER NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN BLUE INK) (IF EXECUTED FOR CO-OWNERSHIP. AU. MUST SIGN.) TITLE (TYPED OR PRINTED) ASI WINGS LLC By: Aetna Inc., its Managing Member DociaSionS br Eja.r4t,s 0.40^i 710A90072fAlli . Senior Vice President, controller & Chief Accounting Officer James D. Clark ACKNOWLEDGEMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Form 8050.2 (9/92) (NSN 0052.00.629.0003) Supersedes Previous Edition • and the following described engines: TURBOMECA model ARRIEL 2S2 bearing manufacturers serial numbers 42285 and 42286. ADMIN35381002vf CONFIDENTIAL Subject to Protective Order IATS - 000494 SDNY_GM_02774599 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261239 EFTA01339867 UNITED STATES OF AMERICA - DEPARTMENT OF TRANSPORTATION S FEDERAL AVIATION ADMINISTRATION - MINE MONRONEY AERONAUTICAL CENTER rn (f IN I.— .1 `) Q., . _ZsC z cr LC A￾O w "C • . k2 0...I AIRCRAFT REGISTRATION APPLICATION UNITED STATES REOLSTRATICO. N 722JE /MASER o I. IntealtAl TYPE OF O A Pewnenap REGISTRATION O s Gotpya$40 O 4. Co-04ner (Ctc ere boa) O1 Oessesess, 1i T. Unied 144:411y Carpany (LIG) O B. Hon Glom Coeval cn O a Non Gaga, Cappsed) Co Goa PJRCRArT NARWACTURER Sikorsky S-76C NCI MCOEL MCPAFT SERIAL 760750 NUMBER NAME(S)OF APPUCANT(S) iPerson(s) Sham on widows al °marsh 0 Wines:4M. ow au nam., fee nra snd mai* raw ) -Hyperion Air U-t TELEPHONE HUMBER: ( -OH .) AMAIN!' a l II' rkg-lo145 MAILING ADDRESS (Perteiw4 mono PRTibtfa or RN SIWOOPII on ER) HUMBER AND eifil '' • A#4 0100 W Hook oSmay+er 5,3 STREET. 1 RURAL ROUTE P.O. BOX CITY 11,-"Nurea 61,1/01144S STATE US lei ZIP. 0,40 0 00fr0A PHYSICAL ADORESSI.00.ADON 1 P.O SOX OR PURA' ROUTF BOX MVO FOR MAO INC AOORESS NUMBER/NO STREET: DESCRIPTION OF LOCATION CITY: STATE: NIP O CHECK HERE IF YOU ARE jaaa REPORTING A CHANGE OF ADDRESS CERTIFICATION IMILCEICItY: II) TAsI Pc above *stall a alined by vs oldeniglIPT APPIONenhe It =ST OGEE* ANCOORCOMPLEIR • 0 c N0 a a Ashcan stenUr:IS SisIss se deadly 49 USG 401021, 51: El b Amoy), sir wIA alien neastralon(Fonn 1461) No. O 0 A noncalansowssmonsanuad gnawing bunts !meet no ie.. d (sial.) and tali vase is baled and prirmay wed In to WSJ Swot Re0TedSOI Ovalhours ate mantis lee InSpothon al (peon& comptels physical address) . 4 A corporal:in wing • roans WPM pad/. Emir name Of Inotle• (2) II box c tx d stove intachnT I. Ma Wow none.] certify that l am inienated by the n2Cesel sheen atom. toNal ofloona deasnITSA arel la coda aro", regnant's, on NA. I of lqir eat, sna mot I we pronde the some sUM4441cn a ragweed: (A Alm An si,cndi s Thai toosated vitt 17-4 Ian CA Sr/ lonap crATTIrs. and (4) Thal legal eveencs ct onnend)p ItSt nava en has bean rod vat po Eisend AnaInn Adeinsersinn ANY AND ALL SIGNATORIES OF THIS APPLICATION MUST READ THE FOLLOWING AND UNDERSTAND THAT, BY APPLYING A SIGNATURE TO THIS DOCUMENT, THEY ARE SUBJECT TO THE REFERENCED STATUTES AND ASSOCIATED PENALTIES. Thereby carte/ lhat Iho E)TITAII01 pianist beton and in any alactments to the 44:cicakn (marital repel/atm is eve. acomle and (ed to the be...dai ry knowSodge all betel Anderstand AM Be rionnalen Nodded ty me wl be ;OA en by the FM admrintmor in hisfher delerrinahas al quallica)on Ice arcret montrale I understand Owl McAfee in any manor wain the ,unMeten ci arty depadmenta agency othe Wiled Stoles, 'man* red wituld la/sires. conceaft or min up (by MY tree screme or dre:c) a nwerdi led CI who mates false, mslioadeng a KAMAN stslernerits a repiesentabons a envy, maytoNA up lo 1250,000 m immocned net more thvi lux (b)yeaisce bah (18 U.S.C. Sakes 1001 add 3.571). I dOcestand that siveld MenicrtaiN emend° avi inaccurate or lam inlorrnaltn, regisTaten a to subJect aicrafl may to winked. NOTE: II executed for hip, all applicants must sign. Use next page and add page(s) if necessary. 1 SIGNATURE: . DATE: le e", 9 ' 11 TYPED/PRINTED NAME: Lawrence P. Visosel, Jr. TITLE: manager 2 SIGNATURE: DATE TYPEINPRINTED New: TITLE: NOTE: Except vitwitIM most want reoisindlen ti t a gutted aircraft IS0AM Or emoted,14 CFR 47.31(e) provides for an sinvorthy U.S. alfcraft to to operated Ica up to 90 days within the United Stites when a copy of the signed application for It regfelrallon Is milled In the aircraft while awaiting Issuance and receipt of the now rogistiallon certificate. AC Tarn/IOWA (Wile) CONFIDENTIAL Subject to Protective Order IATS - 000495 SDNY_GM_O27746OO SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261240 EFTA01339868 DocuSign Envelope ID. 7C21386F-7OCC-4A60-9CC1-7C630CC9F594 WARRANTY BILL OF SALE KNOW ALL MEN BY THESE PRESENTS THAT: ASI Wings LLC ("Seller"), in consideration of One Dollar (USSI.00) and other good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, and pursuant to the terms and conditions of that certain Aircraft Purchase and Sale Agreement, dated March 27, 2019, between Seller and Buyer, does hereby irrevocably and unconditionally grant, bargain, sell, transfer and assign to Hyperion Air, LLC ("Buyer")the following: Airframe: Make and Model Keystone (Sikorsky) model S-76C Serial Number 760750 Registration Number N7221E Engines: Make and Model Turbomeca S.A. model Arriel 2S2 Serial Numbers 42285TEC & 42286TEC Main Rotor Blades ("Blades"1: Make and Model Sikorsky Model 76150-09100-053 Serial Numbers A086-03958, A086-03773, A086-03768 & A086- 03769 Together with all avionics, equipment, components, appliances, accessories, instruments and other items installed in or attached to said airframe, blades and/or engines, together with all loose equipment specific to the foregoing, all as more fully described in Exhibit A,along with all historical records, logbooks, flight, maintenance and inspection manuals, wiring diagrams, completion drawings and supporting technical publications, burn test certificates and evidence of parts traceability, all as more fully described in Exhibit A (all collectively referred to herein as the "Aircraft"). The Engines are described on the International Registry as: TURBOMECA model ARRIEL 2S2 bearing manufacturer's serial numbers 42285 and 42286. TO HAVE AND TO HOLD the Aircraft unto Buyer, its successors, and assigns, for its and their respective use forever. Seller hereby warrants and represents to Buyer and its successors and assigns that: (I) Seller is the sole and lawful owner of all legal, and beneficial right, title and interest to the Aircraft; (2) Seller has good and marketable title to the Aircraft and that Buyer will acquire by the terms of this Warranty Bill of Sale good and marketable title to the Aircraft free and clear of all mortgages, leases, security interests, claims, pledges, adverse claims of ownership, restrictions on transfer (such as rights of first refusal or other similar rights), defects of title, charges, liens and encumbrances of any kind whatsoever and with no leased or loaner equipment installed thereon; (3) Seller has the right to sell the Aircraft as aforesaid and (4) Seller shall forever warrant and defend title to the Aircraft and indemnify Buyer against the claims of any person, party, firm, corporation or entity of any kind arising or relating to title or status of title to the Aircraft with respect to the period prior to the conveyance evidenced hereby (excluding any of the foregoing, if any, created by, through or under Buyer). CONFIDENTIAL Subject to Protective Order IATS - 000496 SDNYGM_02775601 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261241 EFTA01339869 DocuSign Envelope ID 7C2I386F.7DCC-4A60-9CC1-7C630CC9f 594 Seller hereby irrevocably and unconditionally transfers, assigns and conveys unto Buyer, its successors and assigns, all of Seller's rights, titles and interests, if any, under any express or implied warranty from, or any service policy or product agreement with the manufacturer of the Aircraft (or any part thereof) or any maintenance or overhaul facility relating to the Aircraft (or any part thereof) or any subcontractor, supplier or vendor thereof, to the extent that such rights are assignable and are not extinguished as a result of this assignment by Seller to Buyer. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of New York, determined without regard to conflicts of law principles other than Sections 5- 1401 and 5-1402 of the New York General Obligations Law. Seller irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding arising out of or relating to this Warranty Bill of Sale may be brought in the courts of the State of New York in New York County or the United States District Court for the Southern District of New York; (b) consents to the jurisdiction of, and court rules in any such court; (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and (d) agrees that service of any court paper may be effected on such party by mail, or in such other manner as may be provided under applicable laws or court rules of any such court. SELLER HEREBY KNOWINGLY AND FREELY WAIVES ITS RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS WARRANTY BILL OF SALE. THE AIRCRAFT IS A USED AIRCRAFT AND IS BEING SOLD ON AN "AS IS, WHERE IS" BASIS, AND SELLER DISCLAIMS AND, BY ACCEPTANCE HEREOF BUYER WAIVES, ALL IMPLIED WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND OR NATURE (EXCEPT AS PROVIDED ABOVE), ARISING BY LAW, EQUITY OR OTHERWISE, WITH RESPECT TO THE AIRCRAFT INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION WITH RESPECT TO THE AIRWORTHINESS OR CONDITION OF THE AIRCRAFT, ANY OBLIGATION OR LIABILITY IN TORT, NEGLIGENCE OR WITH RESPECT TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, LOSS OF USE OR PROFITS, OR CONSEQUENTIAL DAMAGES AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, LOSS OF USE, LOSS OF PROFIT OR USAGE OF TRADE. IN WIMIESS WHEREOF, Seller has executed and delivered to Buyer this Warranty Bill of Sale, this j.,, day of lit tit , 2019. SELLER: AS1 Wings LLC By: Aetna Inc. Its: Member citA By: ja Name: James D. Clark Title: Senior Vice President. Controller & Chief Accounting Officer CONFIDENTIAL Subject to Protective Order IATS - 000497 SDNY_GM_02774602 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261242 EFTA01339870 DocuSgn Envelope it) 7C21386F-70CC.4A613-9CC1.7C630CC91,594 ASSIGNMENT OF WARRANTIES Pursuant to the Aircraft Purchase and Sale Agreement (the "Agreement"), dated as of March 27, 2019, by and between ASI Wings LLC (the "Seller") and Hyperion Air, LLC (the "Buyer"), Seller, without representation or warranty, hereby assigns to Buyer such rights if any, as Seller may have under (a) any warranty (express or implied), or otherwise, with respect to that certain Keystone (Sikorsky) S-76C aircraft bearing U.S. registration number N722JE and manufacturer's serial number 760750 (the "Airframe"), together with (i) two (2) Turbomeca S.A. model Arriel 2S2 engines bearing manufacturer's serial numbers 42285TEC and 42286TEC (the "Engines"), (ii) Sikorsky 76150-09100-053 rotor blades bearing manufacturer's serial number A086-03958, A086-03773, A086-03768 & A086-03769 (the "Blades") and (iii) all appurtenances, appliances, parts, avionics, instruments, components, accessions, furnishings, engine covers, tool kits, and loose equipment that are set forth on exhibit A to the Agreement, and other equipment of whatever nature incorporated in, attached to, or specifically assigned to any of the foregoing (collectively, the "Aircraft").(b) any service policies, maintenance plans and programs or product agreements with respect to the Aircraft and (c) all warranties given by any manufacturers, repairers, installers or other providers of parts and/or services with respect to the Aircraft, in each case to the extent the same exist in favor of Seller and are capable of being assigned by Seller or otherwise available to Buyer (collectively, the "Assigned Rights"). Buyer acknowledges that it shall be solely responsible for any fees, charges, costs and expenses with respect to the transfer of the Assigned Rights and the processing of any claims or services thereunder. Seller hereby acknowledges Buyer's right to enforce in its own name such Assigned Rights as Seller may have with respect to the Aircraft. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. This Assignment of Warranties may be executed in multiple counterparts and may be transmitted by PDF attachment to an e-mail or facsimile. IN WITNESS WHEREOF, the parties hereto have caused this Assignment of Warranties to be executed by their duly authorized officers this B4 day of TiAnt , 2019. SELLER: BUYER: ASI Wings LLC Hyperion Air, LLC By: Aetna Inc. Its: ,'ANA JAWA By: Name: James D. Clark Name: Title: Senior Vice President. Controller Title: & Chief Accounting Officer ADAM 35380707v! CONFIDENTIAL Subject to Protective Order IATS - 000498 SDNY_GM_02774603 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261243 EFTA01339871 ASSIGNMENT OF WARRANTIES Pursuant to the Aircraft Purchase and Sale Agreement (the "Agreement"), dated as of March 27, 2019, by and between ASI Wings LLC (the "Seller") and Hyperion Air, LLC (the "Buyer"), Seller, without representation or warranty, hereby assigns to Buyer such rights if any, as Seller may have under (a) any warranty (express or implied), or otherwise, with respect to that certain Keystone (Sikorsky) S-76C aircraft bearing U.S. registration number N722JE and manufacturer's serial number 760750 (the "Airframe"), together with (i) two (2) Turbomeca S.A. model Arriel 2S2 engines bearing manufacturer's serial numbers 42285TEC and 42286TEC (the "Engines"), (ii) Sikorsky 76150-09100-053 rotor blades bearing manufacturer's serial number A086-03958, A086-03773, A086-03768 & A086.03769 (the "Blades") and (iii) all appurtenances, appliances, parts, avionics, instruments, components, accessions, furnishings, engine covers, tool kits, and loose equipment that are set forth on Exhibit A to the Agreement, and other equipment of whatever nature incorporated in, attached to, or specifically assigned to any of the foregoing (collectively, the "Aircraft"); (b) any service policies, maintenance plans and programs or product agreements with respect to the Aircraft and (c) all warranties given by any manufacturers, repairers, installers or other providers of parts and/or services with respect to the Aircraft, in each case to the extent the same exist in favor of Seller and are capable of being assigned by Seller or otherwise available to Buyer (collectively, the "Assigned Rights"). Buyer acknowledges that it shall be solely responsible for any fees, charges, costs and expenses with respect to the transfer of the Assigned Rights and the processing of any claims or services thereunder. Seller hereby acknowledges Buyer's right to enforce in its own name such Assigned Rights as Seller may have with respect to the Aircraft. Capitalized terms used herein and not otherwise defined herein shall have the meaning ascribed to such terms in the Agreement. This Assignment of Warranties may be executed in multiple counterparts and may be transmitted by PDF attachment to an e-mail or facsimile. IN WITNESS WHEREOF, the parties hereto have caused this Assignment of Warranties to be executed by their duly authorized officers this 13th day of June 2019. SELLER: BUYER: ASI Wings LLC By: Aetna Inc. Its: Managing Member By: Name: James D. Clark Title: Senior Vice President. Controller & Chief Accounting Officer AOMIN 35380707v1 Hyperion Air, LLC By: ) Name: Lawrence Visoski Title: Manager CONFIDENTIAL Subject to Protective Order IATS - 000499 SDNY_GM_02774604 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261244 EFTA01339872 DecoSago Envelope ID. 7C21386F.7DCC-4A513, 9CCI-7C630CC9F594 APPOINTMENT OF DESIGNATED REPRESENTATIVE ASI Wings LLC (the "Company") hereby appoints and authorizes Matt Walter and Steven Lapriore (each a "Representative") as representative of the Company to execute, acknowledge and deliver any and all instruments pertaining to the purchase of that certain Keystone (Sikorsky) model S-76C aircraft, serial number 760750, and U.S. Registration No. N722JE by the Company pursuant that certain Aircraft Purchase and Sale Agreement, dated as of March 27, 2019, by and between the Company and Hyperion Air, LLC and to do and perform all other acts as it may deem necessary, desirable or advisable in connection with the foregoing. IN WITNESS WHEREOF, this document has been executed on behalf of the Company on 'TIAN .11, 2019. ASI WINGS LLC By: Aetna Inc. Its: ManagissJvIember jalt4 Cfart By: Name: James D. Clark Title: Senior Vice President, Controller & Chief Accounting Officer HAS Doe II ACTIVE 43923266w? CONFIDENTIAL Subject to Protective Order IATS - 000500 SDNY_GM_02774605 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261245 EFTA01339873 Fa OVI'n am Reduction Act Statement: The information collected on This Conn is isecctsary to obtain antlxiiI2J0011 to 11:111111111 1111.0IIIMI POO lo de International Registry. the infonnotion u a condition for the imtunce of a unique atill.0111SIOD code We estimate that it wall take apremprnately 30 minutes to complete the totrn. Please note that any agency, may not conduct m sponsor, and a person Is not requited to respond to. a collection of 11110IMMI011 LAVA II dtsplays a currently veld OMB control numbei OMB 2120-0697. AUTHORIZATION CODE FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY PARTY: (At kast one party is required) Name ASI Wngs LLC - seller Address151 Farmington Avenue Hanford, CT 06156 Phone 401-770-8502 Electronic Address COLLATERAL: (Required) Aircraft Make/Model PARTY: Name Hyperion Air, LLC - buyer Address Phone Electronic Address Keystone Helicopter S-76C (Shown an Pie IR as Serial Number 760750 U.S. Registration Number N722JE Engine Manufacturer/Make TURBOMECA 0 Additional collateral listed on attachment Model 2S2 Serial Number 4,7i36 42265 TYPE OF INTEREST: (At least one block must be checked) ❑ Notice of Prospective International Interest, Prospective assignment, prospective sale ID International Interest El Contract of Sale ❑ Discharge or Release El Other (specify type) SUBMITTED BY: Insured Aircraft Title Service. Inc .4848 SW 36th Street 0KC OK 73179 405-681-6663 (AR) (name, address. telephone number) AC Form 8050-135(02/06) Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000501 SDNY_GM_02774806 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261246 EFTA01339874 0117 19 Subject: Here is my signed document MxPreBuy2 From: "Larry Visoski" Sent: 6/13/2019 9:08:07 AM To: CC: "Darren Ind ke" ; "An ie Risle " Attachments: MxPreBuy2.pdf Joy at AAG, can you print, thx Larry Signed Schedule C for Prebuy report for N7221E Thx, Larry I signed the attached document. Thanks! Signed with SignNow 1/1 CONFIDENTIAL Subject to Protective Order IATS - 000502 SDNY_GM_02774607 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261247 EFTA01339875 m I S 0' b.) 00 in C Co rn H 0 -70 0 H rn C rn 0 0 rn 3D -o C) -0 00 :•0 „, ...c) 2 Y.11 0 0.) 0_ F. F-1 1VIIN3OIANOO of GA!Paloid JapiO loacclnS SIVI - £OS000 Complied with. In works N722JE Discrepenacy Cost Analysis Discrepancies found during inspection --- P: 1 • Corrective Action . ...,.,,,..-K. Replace 0-Rings (.5 hours) Est. Cost . $100.00 011 leaking from vent tube attachment fitting on both engines Earner fitter codes (one on each engine) Wash filters. (part of inspection) $0.00 Auto Pilot ER 128 Troubleshoot ? Engine Throttles very stiff and rubbing Troubleshoot ? Lateral Servo bearings worn beyond limits Send Servo to HASE for Upper Bearing replacement $2.549.56 Tat: Cinveshalt cover from end up Is damaged Reinforce damaged area (2 Hours) $280.00 No. 2 Exhaust ProIongator has loose rivets Replace rivets (1 hour) $140.00 Swashplate dust shield debonded above FWD/AFT servos Rebonded swashplete dust shield $140.66 Rotating scissor spherical bearing worn past limits. Removed and replaced bearing (2 hours) $1.398.26 LIX Main Landing Gear position rod end is worn beyond limits. Replace with customer supplied part (1 hour) $140.00 G/H Main Landing Gear brake heatpack worn beyond limits. Replace with customer supplied part (1 hour) $140.00 Crack in Nose V111C01101, absorber (L/8 side Support at AR Bolt) Replace support( 3 hours) $945.00 Rotor brake disc worn beyond limits. Replace rotor brake disc and possibly liner if worn (30 hours) $9,595.14 Pecei‘erlDryer bracket cracked. Replace bracket ( 2hours) $550.00 R/H chin bubble sea; leaking No action. Not pertinent to airworthiness. $0.00 No. 1 Static Pon heat inop. (Upper L/H side on tailconn Replace static port and correct airframe/paint (10 hours) $3.820.00 L/H C4 NACA Motor running continuo* Deactivated both NACA motors (parts unavailable) $37.80 No. 2 Nev would no: couple during RNAV approach Troubleshoot ? Voids in TR boot proseni. Touch up pro seal around TR boots (.5 hours) $70.00 No. 2 engine drive shaft kevlar bulb seal torn Replaced No. 2 Hydraulic pump cover bulb seal $267.59 Landing gear position light burned out Replace bulb (.5 hour) $70.00 TOTAL $20,244.01 Please approve Corrective actions for these discrepancies by signing below: Lawrence Vlsoski Hyperion Air, LLC Customer Name Customer Signature EFTA01339876 €/,.:2O19 Subject: Here is my signed document MxPreBuy From: "Larry Visoski" Sent: 6/13/2019 9:08:33 AM To: "Darren Ind ke" • "An ie Risle " Attachments: MxPreBuy.pdf I signed the attached document. Thanks! Signed with SignNow in CONFIDENTIAL Subject to Protective Order IATS - 000504 SDNY_GM_02774609 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261249 EFTA01339877 A4)( Associated Aircraft Group, Inc. 32 Griffith Way, Hudson Valley Regional Airport Wappingers Falls. New York 12590 Phone: 845-463-6500 Fax 845-463-5687 Date: 6/1112019.4:17 PM Customer Invoice Work Order: 6391-04-2019 CUSTOMER INFORMATION Hyperion Air,-LC 6100 Red Hook Quarters B3 Saint Thomas. us‘n 00802 917.868-6145 Reg. No: N722JE 2008 Sikorsky S-76C•• SERIAL: 760750 Status: Open Created on: 4/16/2019 Item: 1 - Airworthy Airframe Discrepancy Comply with RSM prelkninary inspection NC TT: 2623.1 Landings: 5433 No. 1 TT: 2623.1 No. i Cycles: 3804/3830 No. 2 TT: 2623.1 No. 2 Cycles: 3140/3149 Corrective Action Complied with RSM Preliminary Inspection. visual inspection checked ok. Fit Log information received. 5 boxes of ack records. c attached. 4.17.2019 Inspection Information: •Final Inspection: RUSSELL LANDON SCOTT on 05/30/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: item: 2 • Airworthy Airframe Discrepancy Comply with 25 and 50 hour Airframe Inspection requirements. Ref attached checklist. Corrective Action Complied with 25 and 50 hour Airframe Inspection requirements. No defects noted 6/6/2019 Inspection Information: final Inspection: RUSSELL LANDON SCOTT on 08/06/19 Hours Subtotal Oty Unit 1 EACH 1 EA 2 EACH 1 EACH 1 EACH 1 EACH Part Number 65104-11022-102 MS17825-10 MS17826.10 MS17826-10 MS17828-12 SS52MOrm71562 Description Serial Number Unit Price SHIM (P/O: 20181338) (Lot: 1863) NUT (P/O: 20190359) (Lot 2495) NUT (P/O: 20190817) (Lot 2280) NUT (P/O: 20190617) (Lot: 2280) NUT (Poo. 20190617) (Lot: 2275) Rotating Scissor Shim (P/O: 20181304) (Lot 1587) Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 3 • Airworthy Airframe Discrepancy Comply with 600-hour airframe Inspection requirements. Ref attached cheddist. Corrective Action Complied Mb 600-hour airframe Inspection requirements. Ref attached checklist. No detects noted 6/7/2019 Inspection Information: Final Inspection RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: CONFIDENTIAL 1 of 30 Printed by ED* 3 (wn/ dalcomedia corn) Subject to Protective Order IATS - 000505 SONY_Gll,102774610 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261250 EFTA01339878 Associated Aircraft Group. Phone: MS-4634500, Fax: 845.463.5667 W1112019,4:17 PM %WO: 6391.04.2019 32 Griffith Way, Hudson Valley Regional Airport, Wappingers Falls, New York 12590 Item: 4 - Airworthy Airframe Discrepancy Hours Subtotal Comet),with 3.6. and 12-month didrame calendar inspection requirements I/ANVS-76C ALIRM. Ref atlached checklist. Corrective Action Complied with 3.6. and 12-month airframe calendar inspection recturements IMAN 5-76C ALIRM. Rol tinselled Checklist. No defects noted. 06/07/2019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Oty Unit Part Number Description Serial Number Unit Price Subtotal EA 2380/01 OIL (P/O: 20190501) (Lot 1990) 9 OT 2501 BP TURBO OIL 25 (P/O: 20181465) (Lot 1581) 4 OT 25OT BP TURBO OIL 25 (P/O: 20181688) (1.01: 1676) 1 EA 39N899 Iodine Wpes (NO: 20190082) (Lot: 1789) 1 EA KA100 Oil Sample Kel (P/O: 20180993) (Lot 2430) 4 EACH M83248-1.012 ORING (P/O: 20190385) (La 1850) 4 EACH M83248-1-131 ORING (P/O: 20171794) (Lot: 1331) 2 EACH M83248-1-908 ORING (P/O: 20160309) (Lot 2038-1) 2 GI MOBIL-254 OIL (P/O. 20190501) (Lot 1998) 2 EACH MS29513-284 FUEL TANK ORING (P/O: 70190117) (L0t: 1853) 1 EACH MS29561-111 PACKING (P/O: 20180263) (Lot 2025) 0 EA SHIPPING/HANDLING SERVICE WORK (Ship: 5.42) Labor: Parts: Shipping: aside Repair: item Subtotal: 2030 Printed by EEtis 3 (www.dataxnecka.com) CONFIDENTIAL Subject to Protective Order IATS - 000506 SDNY_GM_02774611 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261251 EFTA01339879 Associated Aircraft Group. Inc. • Phone: 645-463-6500. Fax: 845.463.6487 - 611112019.4:17 PM W/O: 639104.2019 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Falls, Now York 12590 Item: 5 - Airworthy Airframe Discrepancy Hours Subtotal Comply with 36 month/I250 hour airframe inspection requirements UNW Sikorsky S-76C Airworthiness Limitation 8 Inspection RequiremeNs manual. Corrective Action Conwliod with 36 monthr1250 hour airframe inspection requirements YAM? Sikorsky S.760 Airworthiness Limitations 8 Inspection Requiroments manual. No defects noted 617/2019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Qty Unit Part Number Description Serial Number Unit Price Subtotal 4 EACH 76102-08015.101 SHIM (P/O. 20190125)(.0C 2452) 4 EACH 76105.08006401 SPRING 4 EACH 76105-08066-101 SHIM (PIO: 20190125) (Lot: 1904) 8 EACH 76105-08067-101 DROOP STOP SPRING (P/O: 20190356) (Lot 2098) 1 EACH 76106-00701.101 BOLT (PAD: 20181551) (Lot 2129) 8194.08563 1 EACH 76106-00701-101 BOLT (P/O: 20181551) (Lot 2129) 6194.08487 1 EACH 76106-00701-101 BOLT (P/O: 20181551) (Lot: 2129) 6194-08635 8 EA MS17825-10 NUT (P10: 20190617) (Lot 2276) 4 EACH 1•1517825-8 NUT (P/O: 20190617) (Lot: 2274) 13 EACH M517825-8 NUT (P/O: 20190617) (Lot 2274) 3 EACH M517825-8 NUT (P/O: 20190016) (Lot: 1774) 4 EACH MS17826.8 NUT (P/O: 20190617) (Lot: 2279) 1 EACH MS21043.5 NUT (PO: 20180578) (Lot: 2187) 3 EACH MS21043-5 NUT (P/O: 20180578) (Lot: 2187) 12 EACH MS21043-6 NUT (P/O: 20190617) (Lot: 2278) 9 EACH MS21043-6 NUT (P/O: 20190617) (Lot 2278) 18 EACH MS21093-343 UNIBALL SCREW (P/O: 20180819) (Lot: 2235) 3 EACH NAS1226-22L BOLT (P/O: 20181336) (Lot: 2009) 1 EACH NA81226.301 BOLT (P/C/ 20180302) (Lot 2061) 4 EACH NAS1307.180 BOLT (P10: 20190327) (Lot: 1004) 2 EACH N/4151508 SEAL (P/O: 20181786) (Lot 2213) 6 EACH NAS6206-22 BOLT (P10: 20190327) (LOC 1005) 3 EACH NAS6206-24 BOLT (PIO: 20190322) (Lot: 1003) 2 EACH NAS6206-30 BOLT (P/O: 20180643) (Lot 1396) 1 EACH NAS6206-32 BOLT (P/O: 20180032) (Lot 0927) 4 EACH NAS62098 BOLT (P/O: 20180643) (Lot 2237) 4 EACH NAS6604H3 BOLT (P/O: 20181046) (Lot 2440) 8 EA NA56604H4 BOLT (P/O: 20190085) (Lot 1850) 4 EA NASt3604H5 BOLT (PAD: 20190085) (Lot 1850) 16 EA NAS6606-32 BOLT (P/O: 20180643) (Lot 1298) 8 EACH NKN626-33 BOLT (P/O: 20190125) (Lot 2285.1) 8 EACH SS4409-055 WASHER (P/O: 20190282) (Lot 2068) 4 EACH 554409-055 WASHER (P10: 20190282) (Lot 2068) 4 EACH SS.52M045021000 WASHER 4) (P/O. 20190357) (Lot: 2 Labor: Parts: Shipping: Outside Repair: Item Subtotal: 3 of 30 Printed by EBis 3 (wnv.datcomodia oom) CONFIDENTIAL Subject to Protective Order IATS - 000507 SDNY_GM_02774612 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261252 EFTA01339880 Associated Aircraft Group, Inc. - Phone:845.463.6500, Fax: Ms-4634O7 6111/2019, 4:17 PM W/O: 6391.04.2019 32 Griffith Way, Hudson Valley Regional Airport, VVappingens Falls, New York 12590 Item: 6 - Airworthy Airframe Discrepancy Hours Subtotal Complywith 36 month S76C inspection checklist Item 70, separate rotating and stationary swastplates and inspect all surfaces for signs of nicks. gouges, corrosion. cc wear. Corrective Action Complied with 36 month S76C inspection checklist Item 70, separate rotating ard stationary swashplates and inspect MI surfaces for signs of nicks. gouges. corrosion. or wear IAW 576C MM Ch 65 No defects notod. 06/06/2019 Inspection Information: final Inspection: RUSSELL LANDON SCOTT on 06/06/19 Law; Parts: Shipping: Outside Repair. Item Subtotal: Item: 7 - Airworthy Airframe Discrepancy Howe Subtotal Comply with 36 month S76C inspection checklist Item 71, remove and Inspect main rotor head components and bolts for corrosion. fretting. scoring, gouging, and other damage Corrective Action Complied with 36 month 576C inspection chocklist Horn 71, remove and inspect main rotor head components and bolts for corrosion. fretting, soaring. gouging, and other damage lAW S76C MM Ch 65. No detects noted. 0610612019 Inspection Information: 'Final Inspection RUSSELL LANDON SCOTT on 06/06/19 Labor Parts: Shipping: Outside Repair: Item Subtotal: Item: 8 - Airworthy Airframe Discrepancy Hours Subtotal Comply with 36 month S76C inspection checklist Item 73, inspect MR spindle threads and nuts for corrosion Corrective Action Complied with 36 month 576C inspection checklist Item 73, inspect MR spindle threads and nuts for corrosion and reassembled IAW S76C MM Ch 65. No defects noted. 05/17/2019 Inspection Information Final Inspection: RUSSELL LANDON SCOTT on 05/29/19 Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 9 -Airworthy Airframe Discrepancy Comply with 36 month S76C Inspection checktrst Item 73A, inspect main rotor spindle cuff or blade fold for cracks. Ref attached checklist Corrective Action Complied with 36 month S76C Inspection CheeldiSt hem 73A. inspect main rotor spindle cuff or blade fold for cracks. Ref attached checklist. No defects noted. 617/2019 Inspection Information: -Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair Item Subtotal: 4 of 30 Printed by EBis 3 (www.dalcorriedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000508 SDNY_GM_02774613 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261253 EFTA01339881 Associated Aircraft Group. Inc. - Phone: 845.463-6500, Fax: 845.4633687 -611112019.4:17 PM WM: 639144.2019 32 Griffith Way, Hudson Valley Regional Airport Wappingers Falls. New York 12590 Item: 10 - Airworthy Airframe Discrepancy Hours Subtotal Comply with 36 month S76C inspection checklist Ilem 738. fluorescent penetrant inspection ol both upper and lower better attachment lugs Surfaces Corrective Action Complied wth 36 month S76C inspection checklist Item 738. Suorescent owlet's/a inspection 01 both upper and lower bf4ar attachment lugs surfaces IAN,576C MM Ch 65. No defects noted. 05f21/2019 Inspection Information: Final Inspecten RUSSELL LANDON SCOTT on 05/24/19 Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 11 - Airworthy Airframe Discrepancy Lube Item 2, (A) MLG Slowdown bottle service with Nitrogen. Corrective Action Lubed Item 2. (A) IALG Slowdown bottle service with Nitrogen IAW S76C MM Ch 32. 6/5/2019 Inspection Information: Tins Inspection: RUSSELL LANDON SCOTT on 05/06/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair. Item Subtotal: Item: 12 - Airworthy Airframe Discrepancy Luba Item 7. (C) 1500 hour/24 m 17Ft Control Pedal and Support Ann Beating with Mobil 28 Corrective Action Lobed Item 7. (C) 1500 ho r/24 m 7/R Control Pedal and Support Arm Beanng with Mobi 28 IAW 576C MM Ch 67. 05/17/2019 Impaction Information: •Fhnl Inspection: RUSSELL LANDON SCOTT on 05728/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 13 - Airworthy Airframe Discrepancy Lube Item 6 (C) 6 month T/R Cables with Prolube-6 Corrective Action Lobed Item 8 (C) 6 month PR Cables with Prelubo-6 IAW 576C MM Ch 67. 05/16/2019 Inspection Information: final Inspection' RUSSELL LANDON SCOTT on 05/24/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 14 - Airworthy Airframe Discrepancy Lube item 10. (C) 12 month LG Wheel Beating lube vMh SHC-100. Corrective Action tubed item 10. (C) 12 month LG Wheel Sewing lube with SHC-100 IAW S76 MM Ch 32. 61512019 Inspection Infccrnallon: Final Inspection: RUSSELL LANDON SCOTT on 06/05/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair. Item Subtotal: CONFIDENTIAL 5 of 30 Pnnted by E8is 3 (wm.datcomedia.com) Subject to Protective Order IATS - 000509 SDNY_GM_02774614 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261254 EFTA01339882 Associated Aircraft Group• Inc. - Phone: 845.4634500, Fax: 845463.5687 .6/1112019, 4:17 PM W/O: 6391.042019 32 Griffith Way. Hudson Valley Regional Auport Wappingers Falls, Now York 12590 item: 16 Airworthy Airframe Discrepancy Lute item 13. (C) 900 hour/12 month 1GB oil drain and reseMce wilh Mobil 254. Corrective Action Lubed item 13. (C) 900 hour/12 month IGB oil drain and reseMce with Mobil 254 IAW S76C MM Ch 66. 05/2812019 Inspection information Final Inspection: RUSSELL LANDON SCOTT on 05/26/19 Hours Subtotal LabOr: Parts: Shipping: Outside Repair hem Subtotal: Item: 16 - Airworthy Airframe Discrepancy Lube item 13A. (C) 12 month ICS Input/Caput Flange Luba nab ACF-50 Corrective Action Lobed item 13A. (C) 12 month IGO Input/Output Flange Lute with ACF•50 IAW S76C MM Ch 66. 05/16/2019 Inspection Information: •Final Inspection RUSSELL LANDON SCOTT on 05/24119 Hours Subtotal Labot: Parts: Shipping: Outside Repair: Item Subtotal: Item: 17 - Airworthy Airframe Discrepancy Lute nem 14. (C) 900 hour/12 month TGB oil drain and roses ice with Mobil 254 Corrective Action Lubed item 14. (C) 900 hour/12 month TG8 oil drain and resenice with Mobil 254 WW S76C MM Ch 66. 05/26/2019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 05/26/19 Hours Subtotal Parts: Shipping: Outside Repair. item Subtotal: Item: 18 -Airworthy Alrframo Discrepancy Lute item 14k (C) 12 month TGEt input Flange Lute with ACF-50 Corrective Action Lubed item 14k (C) 12 month TG8 Input Flange Lube with ACE-S0 MW S76C MM Ch 66. 05116/2019 Inspection Information: •Final inspection RUSSELL LANDON SCOTT on 0524/19 Hours Subtotal Labor: Pasts: Shipping: Outside Repair: Item Subtotal: 6 of 30 Printed by Eels 3 (Www.081COrtrediti.COM) CONFIDENTIAL Subject to Protective Order IATS - 000510 SDNY_GM_02774615 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261255 EFTA01339883 Associated Aircraft Group. Inc. • Phone: 645.4634500, Fax: 845463.5687 • 6111/2019.4:17 PM W/O: 639144-2019 32 Griffith Way. Hudson Valley Regional Airport: Wappingers Falls, New York 12590 Item: 19 -Airworthy Airframo Discrepancy Hours Subtotal Lube Item 17, (C) 300 hour/12 month 2S12 OCEi Internal $haft Spine lute with Mobl 28 Corrective Action tubed Item 17. (C) 300 hount 2 month 25112 OCI3 Internal Shah Spine tube with Mote 28 lAW 576C MM CA 79. Ops check °ad.057292019 Inspection Information: final Inspeobon: RUSSELL LANDON SCOTT on 05/28/19 Qty Unit Part Number Description Serial Number Unit Price Subtotal 2 EACH J00607178VIT6 OIL COOLER BLOWER ORING (P/O: 20190089) (I ot 1913) 2 EACH J06830353FLS6 OIL COOLER BLOWER ORING (P/O: 20181021) (Lot 1340) Labor. Parts: Shipping: Outside Repair. Item Subtotal: item: 20 - Airworthy Airframe Discrepancy Lute item 18. (C) 900 hour/12 month MGB oil drain and resavice with Eastman 25. Corrective Action tubed dem 18. (C) 900 hour/12 month MOB oil drain and manic. with Eastman 25 LAW S76C MM Ch 66. 0928/2019 Inspection Information: -Final Inspection: RUSSELL LANDON SCOTT on 05/28/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 21 - Airworthy Airframo Discrepancy Lobo item 21. hydraulic modules Corrective Action tubed dem 21. No. 1 and No. 2 hydraulic modules with Royco 782. 06/092019 Inspection Informal:en Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 22 - Airworthy Airframe Discrepancy tube Item 22. (C) 50 hour Bthlar the with TFL-50 Corrective Action Lubed Item 22. (C) 50 how Bifiar lube with TFL-50IAW S76C MM Ch 65. No defects noted. 06104/2019 Inspection Information: final inspection: RUSSELL LANDON SCOTT on 06/04/19 Hours Subtotal Labor Parts: Shipping: Outside Repair: item Subtotal: 7 of 30 Printed by EBis 3 (vmw.datcomodiacom) CONFIDENTIAL Subject to Protective Order IATS - 000511 SDNY_GM_02774616 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261256 EFTA01339884 Associated Alrcralt Group. Inc. - Phone: 845-4634500. Fax: 8454634697 6/11/2019. 4'17 PM W/O: 639144.2019 32 Griffith Way, Hudson Valley Regional Airport, Wappingers Falls, New York 12590 Item: 23 - Airworthy Airframe Discrepancy Hours Subtotal Lube item 24. (C) 600 houdt2 month AC Generator Shaft Spine lube nun Tribolube 9 SIN Off: 295 Corrective Action Lobed sem 24. (C) 600 hour/I2 monMAC Generator Shaft Spline lute v4th Tribolube 9 IAW 576C MM Ch 24. S/N On:295 5/28/2019 Inspection Information: Final Inspecbon: RUSSELL LANDON SCOTT on 0529/19 Qty Unit Part Number Description Serial Number I EACH MS28775-116 OR ING (P/0 20190099)(1ot 2249) Unit Price Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 24 - Airworthy Airframe Discrepancy Lube item 25, (C) 600 houdt2 month Swashplate lute vath Mobil 28 Corrective Action Lubed Kern 25. (C) 600 hour/12 month Swashplate lute with Mobil 28. 05/31/2019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 05731119 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 25 - Airworthy Airframe Discrepancy ComplyWM ICA IC00278a Secondary Plot/Co-pilot Door Lock Pin, 300 hdannual Inspection. Ref attached checklist. Corrective Action Compiled with ICA IC00278a Secondary Piot/Co-pilot Docr Lock Pin, 300 hdannuel Inspection JAW attached chookast.Ops check good. No defects noted. 05128/2019 Inspection Information: final Inspection: RUSSELL LANDON SCOTT on 0929/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 26 - Airworthy Airframe Discrepancy Comply with ICA IC00243a Honeywell MFRD System. Annual/ 300 hour inspection. Ref attached checklist. Corrective Action Complied with ICA IC00843a Honeywell MFRD System. Annual / 300 text Inspection. No dermas now. 6/6/19 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06/06/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: 8 of 30 Printed by El3is 3 (www.datcomedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000512 SDNY_GM_02774617 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261257 EFTA01339885 Associated Aircraft Group, Inc. - Phone: 845463-6500. Fax: 845463.5657 - &SIMI% 4:17 PM 32 Griffith Way. Hudson Valley Regional Airport, Wappingers Falls, New York 12590 WIO: 6391434.2019 Item: 27 - Airworthy Airframe Discrepancy Hours Subtotal Comply vAth ICA IC00916 "Silencer' Wall Panel System. 300 Iv annual inspection. Ref attached checklist. Corrective Action Comply with ICA IC00918 'Silencer Wail Panel System. 300 hr / annual inspection. Rol attached checklist No defects noted. 8/8/19 Inspection triormation: final Inspection. RUSSELL LANDON SCOTT on 0566/19 Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 28 • Airworthy Airframe Discrepancy Comply %41h ICA IC00925 Retractable Boarding Step. 300 hour/12 month inspection. Rol attached checklist. Corrective Action Complied nth CA IC00925 Retractable Boarding Step. 300 nowt 2 month inspection. No defects noted. 8/6/2019 Inspection Information: .Final Inspection: RUSSELL LANDON SCOTT on 03/08/I9 Hours Subtotal labor Parts: Shipping: Outside Repair: Item Subtotal: Item: 29 • Airworthy Airframe Discrepancy Comply with ICA IC01217 Deluxe VW IMerlor System 100 hour / annual. Ref attached checklist Corrective Action Complied with ICA IC01217 Deluxe VIP Interior System 100 how 1 annual. Ref attached checklist. No defects noted. 66/2019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 08/06/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: item Subtotal: —1 Item: 30 - Airworthy Airframe Discrepancy Hours Subtotal Comply with CA IC01357 Garmin GMX-200, 300 M/12 mo Inspections. Ref attached checklists Corrective Action Complied with ICA1C01357 Cumin GMX-200. 3001w112 mo inspections. No defects noted 646/19 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06/08/19 Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 31 • Airworthy Airframe Discrepancy Comply vath ICAIC01421 Gamin GDL 69109A Weather Data Receiver 300 houriannual Ref attached checidist Corrective Action Complied win CA IC01421 Gamin GCS. 69/69A Weather Data Receiver 300 hoe/annual. No defects noted. 6/8119 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06/08/19 Hours Subtotal Labor Parts: Shipping: Outside Repair: Item Subtotal: CONFIDENTIAL 9 of 30 Printed by Ellis 3 (www.datcomedia.com) Subject to Protective Order IATS - 000513 SONY GM_0277461S SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261258 EFTA01339886 Associated Aircraft Group, Inc. - Phone: 845.463-6500. Fax: 845.463.5667 -6!1112019, 4:17 PM W/0:6391.04.2019 92 Gantt Way, Hudson Valley Regional Almon, Wappingers Falls, New Yolk 12590 Item: 32 - Airworthy Airframe Discrepancy Comply with ICA IC01696 LED Light Kit 50 tv/12 m inspection. Ref attached checklist. Corrective Action Compeed %Nth CA IC01696 LEO Light Kit 5011012 m inspection No defects noted atfV19 Inspection Information: f inal inspection RUSSELL LANDON SCOTT on 06106/19 Hours Subtotal Labor. Parts: Shipping: Outside Repair: Item Subtotal: Item: 33 - Airworthy Airframe Discrepancy Complyv.1th CA 1C01812 TrueNorth Sirnphone SATCOM. Annual. Ref attached checklist. Corrective Action Complied with CA 1C01812 Tits:Math SIMphene SATCOM. Annual. No detects noted. 6/619 Inspection information: f inal inspection: RUSSELL LANDON SCOTT on 08/06/19 Hours Subtotal Labor. Parts: Shipping: Outside Repair. Item Subtotal: Item: 34 - Airworthy Airframe Discrepancy Comply with CA IC01841 Universal Avionics UNS.1Fw Flight Management System with LPV Monitor. Annual inspection. Ref attached checklist Corrective Action Complied with CA IC01841 Universal Avionics UNS-1Fw Flight Management System with LPV Monitor. Annual inspection. No dads noted. '&& 19 Inspection Information: -Final Inspection: RUSSELL LANOON SCOTT on 06/06/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 35 - Airworthy Airframe Discrepancy Comply with CA 11(7707. Gaton/TedeCO Zapper Chip Detector system. 500 how/3 month inspection. Ref attached cheddist. Corrective Action Complied with ICA 11(7707. Efilonnodeco Zapper Chip Detector system. 500 hour/6 month inspection IAW attached checklist. Ops chock good. No defects noted. 052tV2019 inspection Worrnabon: f inal inspection: RUSSELL LAND0N SCOTT on 05/29/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair. Item Subtotal: 10 of 30 Printed by EBis 3 (www.daroomedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000514 SONY GM_02774619 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261259 EFTA01339887 Associated Aircraft Group. Inc.. Phone: 545.4634500. Fax: 84546346197 . 641/2019. 4:17 PM 6391.04-2019 32 Griffith Way, Hudson Valley Regional Airport. Wappingers Falls, New York 12590 Item: 36 - Airworthy Airframe Discrepancy Hours Subtotal Comply with ICA Il.493-32c. T/R Pedals. 300m.1500nd 12-month inspection and grease lubrication Ref attached checklisi Corrective Action Complied with iCA T/R Pedals. 3020615G0hd 12-month Inspection and grease lubrication with Motel 28 05/17:2019 Inspection Information: -Final inspection: RUSSELL LANDON SCOTT on 0928/19 Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 37 - Airworthy Airframe Discrepancy Send PS-855 Emergency Power Supply for 12 month Capacity Check PM ofl. 501.1712-01 5/N off. 1415 Corrective Action Installed original PS-855 Emergency power supply lAWS76MM Ch 24. Cps Used( Good. 05/3012019 PM on: 501-1712-01 SIN on: 1415 Outside Repair: AVIALL. INC. Inspection Information: •Final Inspection: RUSSELL LANDON SCOTT on 0541/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 38 - Airworthy Airframe Discrepancy Send Grimes emergency light power supply out for capacity check PM off: 61-0478-9 SIN off: FP3679 Corrective Action Installed Grimes emergency light power supply IAW 576 MM Ch 33. 6/6/19 PM. 61-0478-9 S/N: FP3679 Outside Repair AVIALL. INC. Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06007/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 39 - Airworthy Airframe Discrepancy Contract STS to comply vAth the 12 month Inspealon checklist item 22. pilot collective stick NOT. Corrective Action Complied with by STS See WOt 13569. No defects noted. 5-13-2019 Inspection Information: -Final Inept:Son: RUSSELL LANDON SCOTT on 06/04/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: 11 of 30 Printed by EBis 3 hwendatcomedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000515 SONY_GM_02774620 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261260 EFTA01339888 Associated Aircraft Group, Inc.- Phone: $454634500. Fax: 845463-5687 -6n 112019, 4:17 PM W/O: 6391.04-2019 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Falls. New York 12590 Item: 40 • Airworthy Airframe Discrepancy Contract STS to comply with the S76C 1250/3yoar spindle clack inspecbon Corrective Action Complied with by STS See WOO 13569. No detects noted. 5-13-2019 Inspection InICOMMIOn: -Final Inspection: RUSSELL LANDON SCOTT on 06/04/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 41 • Airworthy Airframe Discrepancy Contract Cabin Crafters for interior ROM Corrective Action Contracted Cabin Crafters to REA interior. 5-28-2019 Inspection Information: final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 42 - Airworthy Airframe Discrepancy Contract Duncan Aviation to comply v4th the 12 month 14 CFR 91.207.d ELT internal visual inspection and ops check Corrective Action Complied With by Duncan Aviation. 6-6-209 inspection Information: -Final Inspection: RUSSELL LANDON SCOTT on 06106/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: item: 43 - Airworthy Airframe Discrepancy Contract Duncan Aviation to comply *eh the 24 month 14 CFR 91.411 S 91.413 checks. Corrective Action Complied with by Duncan Aviation, 6-6-209 Inspection Information: .Final Inspection: RUSSELL LANDON SCOTT on 06106/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: 12 of 30 Printed by ElElis 3 inww.031COrnedistomi CONFIDENTIAL Subject to Protective Order IATS - 000516 SDNY_GM_02774621 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261261 EFTA01339889 AIMOCIated Aircraft Group. Inc. • Phone: 845.4634500. Fax: 845.463.5607 . 6/11(2019, 4:17 PM W/O: 6391-04.2019 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Falls. New York 12590 Item: 44 - Airworthy Airframe Discrepancy Replace tail rotor cables Corrective Action Installed new tail rota cables and turn bucldes IAN S76C MM 67.05/17/2019 Inspection information: Final Inspection: RUSSELL LANDON SCOTT on 05128/19 Qty Unit Part Number Description Serial Number Unit Price Subtotal 1 EACH 70400-00514-101 PIN (NO: 20193846) (Lot: 2424) 1 EACH 76400-03191.046 CABLE (PlO: 20190615) (Lot: 2345) 1 EACH 76400-03191-050 CABLE (P/O. 20190125) (Lot: 1904) I EACH 76400-03191-051 CABLE (PlO: 20190125) (Lot: 1905) 1 EACH 76400-03191-059 CABLE (P/O: 20180086) (Let 2337) 2 EACH MS21251B5L TURNBUCKLE (P/O: 20190517) (Lot 2273) 4 EACH M5212502 CLIP (P/O. 20190085) (La: 1850) Hours Subtotal Labor: Parts: Shipping: Outside Repair. Item Subtotal: Item: 45 • Airworthy Airframe Discrepancy Replace UM drive shaft bearing assembles P/N off. 763614)4007-042 dr2 SIN off: C348-00254 s3 SIN off. C348-00255 rI4 5/N off. C348-00262c Corrective Action Removed and replaced all 3 tal drive shalt bearing assemblies IAW 576C MM Ch 66.05/152019 P/N on: 76361.04007-042 V2 SIN on: C348-00531 13 Sit! on: C348-00533 lat S/N on: C348.410547 Inspection information: final inspection: RUSSELL LANDON SCOTT on 05/28119 Qty Unit Part Number Description Serial Number Unit Price Subtotal 1 EA 76361-04007-042 BEARING SUPPORT (P/O: C348-00533 20190341) (Lot 2421) 1 EA 76361-04007-042 BEARING SUPPORT (P/O: C348-00531 20190341) (Lot 2422) 1 EA 76361.64007-042 BEARING SUPPORT (P/O: C348.00547 20190341) (Lot: 2423) 12 EACH NAS464P4A5 BOLT (P/O: 20181775) (Lot: 1844) 12 EACH 554411.085025RP WASHER (P/O: 20180948) (Lot: 2088-1) 12 EACH SS5086-04 NUT (P/O: 20190652) (Lot: 2364) Hours Subtotal Labor: Parts: Shipping: Outside Repair. Item Subtotal: CONFIDENTIAL 13 of 30 Printed by EBis 3 (wmtdatcomedia.com) Subject to Protective Order IATS - 000517 SDNY_GM_02774622 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261262 EFTA01339890 Associated Aircraft Group, Inc. • Phone: 845-4634500. Fax: 845463.5687 . 6111,2019. 4.17 PM WrO 639144.2019 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Falb). New York 12590 Item: 46 - Airworthy Airframe Discrepancy Bore scope a1 and *2 engines Corrective Action Bore seeped #1 and 62 engines MAN Tufborneca 252 Maintenance Manual. Chapter 72. 6/4/19 inspection Information': •Fuel Inspection: RUSSELL LANDON SCOTT on 06/05/19 Hours Subtotal Oty Unit Part Number 4 EACH 9998050021 Description WASHER. LOCK (WO: 20180453) (Lot 1360) Serial Number Unit Price Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 47 Airworthy Airframe Discrepancy Comply with Engine runs. Corrective Action Ran Engines -04/30/2019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Horn Subtotal: Item: 48 Airworthy Airframe Discrepancy Comply vain long term storage requirements on No. 1 end No. 2 Engines Corrective Action Complied with long term storage requirements on No. 1 MI No. 2 Engines LAW Turbomeca MM Ch 71. 05/07/2019 Inspection Infcanali0n: Final Inspection: RUSSELL LANDON SCOTT on 06/06/19 Hours Subtotal Qty Unit Part Number Description Serial Number B EA AEROSHELL500 Engine Preserve 09 (P/O: 20190406) (..0t 1967) 1 EA BRAYCO599 Oil (P/O: 20190406) (Lot 1972) Unit Price Subtotal Labe: Pans: Shipping: Outside Repair. Item Subtotal: Item: 49 - Airworthy Airframe Discrepancy Engine tIvottles very stiff and rubbing. Corrective Action Reference Item 96. duplicate Inspection Information: Final inspecocn: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor. Parts: Shipping: Outside Repair. Item Subtotal: 14 of 30 Printed by EBis 3 (winv dalcomedra tom) CONFIDENTIAL Subject to Protective Order IATS - 000518 SDNY_GM_02774623 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261263 EFTA01339891 Associated Aircraft Group. Inc. • Phone: 845-4634500, Fax: 6454634667 . 6111,2019. 4:17 PM W/O: 6391-044019 32 Griffith Way. Hudson Valley Regional Airport, Wappingers Falls. New VoW 12590 Item: 50 • Airworthy Airframe Discrepancy Auto pilot 2ER 128 (Collective out delent) Corrective Action Complied with adopiot cheek, no defect nered 6/7/2019 Inspection Information: Final Inspection. RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Sublets!: Item: 51 - Airworthy Airframe Discrepancy el & #2 Engine Barrier Filters show ono green segment at idle. Corrective Action Cleaned and inspected SI and #2 barrier filter systems lAW F0CMororilter PAM Ops Check good. 06/0712019 Inspection Information: Final Inspection RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 52 - Airworthy Airframe Discrepancy OA leaking from vent tube attachment fitting on both engines Corrective Action Replaced MI and #2 engine oi vein lutes 1/AMI Turbomecca 2S2 MM. 6/6/2019 inspection Information .Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Oty Unit Part Number Description Serial Number Unit Price Subtotal 2 EACH 9794410150 ORING (P/O: 20180453) (Lot: 1360) Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 53 - Airworthy Airframe Discrepancy Tel drive shaft cover front end by Is damaged Corrective Action Repaired tail drive shaft aver front end tip UMW Sikorsky SRM MM Chapter 51. 6/6/2019 Inspection Information: final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor. Parts: Shipping: Outside Repair: Item Subtotal: Item: 54 - Airworthy Airframe Discrepancy No. 2 exhaust KM:agate( has loose rivets Corrective Action Replaced loose fasteners on No. 2 exhaust prolongatot lAW S76C MM Chp 78 6/52019 Inspection Inforriabont .Final inspecbon RUSSELL LANDON SCOTT on 06/05/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: CONFIDENTIAL 15 of 30 Printed by EBis 3 (wnver.dalcomedia.com) Subject to Protective Order IATS - 000519 SDNY_GM_02774624 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261264 EFTA01339892 Associated Aircraft Group, Inc. - Phone: 8454634500, Fax: 1454634687 .III11/2019, 4:17 PM wrO: 6391.4-2019 32 Gnflith Way. Hudson Valley Regional Airport. Wappingers Falls, New York 12590 Item: 55 Airworthy Airframe Discrepancy Send main battery out for capacity deck PM off: RG-380E/44 SIN off: 40970213 Corrective Action Installed battery after capacity check tAW 576C MM Ch 24. Ops died( good. No deleds noted. 06/06/2019 PIN on: Re—vulF/44 SIN on 40970213 Outside Repair AVIALL. INC. Inspection Information: •Fin/ inspection: RUSSELL LANDON SCOTT on 06/07119 Hours Subtotal Labor Parts: Shipping: Outside Repair: Item Subtotal: Item: 56 - Airworthy Airframe Discrepancy Svrashplate dust shield debonded above rwri and aft serves Corrective Action Rebonded swashpiale dust shield IAW S76C MM Clip 65 5/13/2019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 05/15/19 Hours Subtotal Labor. Parts: Shipping: Outside Repair: Item Subtotal: Item: 57 -Airworthy Airframe Discrepancy Lateral servo bearings worn beyond knits. Remove servo for bearing replacement. PIN off: 76650-09805.111 SIN off: 034502097 Corrective Action Installed original repaired MR lateral servo LAW 576C MM Ch 67.05/3012019 PIN on: 76650.09605-111 SIN on: B345-02097 Outside Repair: HELICOPTER ACCESSORY SVC EAST Inspection Informal/3n: -Final Inspection: RUSSELL LANDON SCOTT on 06/05/19 Hours Subtotal City Unit Part Number 2 EACH MS21043-5 2 EACH M521043-6 0 EA Description NUT (PAD: 20180578) (Lot: 2187) NUT (P/O: 20190617) (Lot: 2278) SHIPPING/HANDLING SERVICE WORK (Ship: 27.70) Serial Number Unit Price Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: item: 58 - Airworthy Airframe Discrepancy Sonrice #1 and #2 engine oil Corrective Action Serviced #1 and $2 engine with Mobil 254 LAW 876C MM Ch 12. 6/7119 Inspection information: Final Inspection: RUSSELL LANDON SCOTT on 06/07/t9 Labor. Hours Parts: Shipping: Outside Repair. Item Subtotal: Subtotal I 16 of 30 Pnnted by EBis 3 (wnvdalcomedia.corn) CONFIDENTIAL Subject to Protective Order IATS - 000520 SDNY_GM_02774625 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261265 EFTA01339893 Associated Aircraft Group. Inc.- Phone: 845463.6500, Fax: 845-463.5607 . 611112019. 4:17 PM W/O: 6391.04.2019 32 Griffith Way, Hudson Valley Regional Airport. WapPillgel, VAIN, Now York 12590 Item: 59 - Airworthy Airframe Discrepancy Hours Subtotal Rotating scissor spherical bearing worn past times. Remove and replace bearing. PIN: 5850B3-101 Corrective Action Removed and replaced miming scissor spherical bearing with new WW S76C MM Ch 65. No defects noted. 0916/2019 PIN on: 585083.101 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 05/24/19 Qty Unit Part Number Description 1 EACH SB5083.101 SWASHPt ATE SCISSOR SPHERICAL ROTATING BEARING (P/0.20190357) (Lot. 2085) Serial Number Unit Price Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 60 - Airworthy Airframe Discrepancy UH MW posalon rod end is worn beyond limits. Replace rod end. PIN off: 2071A235 SIN off HSM0401 Corrective Action Removed and replaced UH MLG position rod with customer supplied part IAW Goodrich MW GAM. 06/05/2019 PIN on: 2071A235 SIN on: HSM1236 Inspection Inlommtion: ,Final Inspection: RUSSELL LANDON SCOTT on 0905/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 61 - Airworthy Airframe Discrepancy Complied wah 50hr MW brake lining measurement. RH brake requires replacement worn to .246. LH brake has .008 wear lett Corrective Action Removed and replaced RH MLG Drake Wring assembly 'MN S76C MM Ch 32. Ops check good. Leak chock good. No defects noted. 0905/2019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06/05/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 62 - Airworthy Airframe Discrepancy Ltt C4 NACA motor running continuously Corrective Action Deacurated LH & RH NACA motors IAW C4 System NACA Door Inoperablo SELI8-0039 03/1712019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 0924/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: 17 of 30 Printed by EBIs 3 (www.dalcomedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000521 SDNY_GM_02774626 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261266 EFTA01339894 Associated Aircraft Group. Inc. • Phone: 845-4634500. Fax: 845-463.5687 - 61 f UM% 4:17 PM WIO: 6391.04.2019 32 Griffith Way, Hudson Valley Regional Airport• Wappingers Falls. New York 12590 Item: 63 • Airworthy Airframe Discrepancy Crack in nose vibration absorber left hand side support at all boll Corrective Action Repaired Crack in nose itration absorber left hand side support at an bait LAW S76 SRM. 614/2019 Inspection Information: Final Inspeaion: RUSSELL LANDON SCOTT on 06/05/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 64 - Airworthy Airframe Discrepancy Rotor brake disc wom beyond limits. Measured 0.493* PIN On 76363-09103-105 Se4 Off: 0207-50094 Corrective Action Removed and replaced rotor brake disk and bled system IAW S76C MM Ch 66. Ors check good. Leak Cheek good. No defects noted. 06/05/2019 P/N On: 76363-09103-105 SAd On: C207.50955 UTC Inspection Information: .Fnal Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Oty Unit Part Number Description Serial Number Unit Price Subtotal 1 EACH 76363-09103-105 ROTOR BRAKE DISC (P/O: C207-50955 20190672) (Let: 2410) 2 EA MS210944009 BOLT (P/O: 20170324) (Lot: 1738) 2 EACH MS21094-6012 BOLT (P/O: 20190357) (Lot: 2062) Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 65 - Airworthy Airframe Discrepancy Reciever/Orier bracket is cracked Corrective Action Removed and replaced recieveddryer bratket end serviced system IAWACC MM Ch 21. Ops Check Good. No Defects Noted. 06/07/2019 Inspection Information: -Final Inspection: RUSSELL LANDON SCOTT on 08/07/19 Hours Subtotal City Unit Part Number 2 EACH ES49011.l 1 EACH ES49011-2 1 EA JBS455-1 Desalption ORING (P/O: 20170414) (Lot: 1772) ORING (P/O: 20190741) (let 2493) BRACKET (P/O: 2012204) Serial Number Unit Price Subtotal Lebec Parts: Shipping: Outside Repair: Item Subtotal: 18 of 30 Printed by Has 3 (wenvdaicomedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000522 SDNY_GM_02774627 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261267 EFTA01339895 Associated Aircraft Group, Inc. - Phone: 845-4634500, Fax: 84S-O13-5687 6/11/2019, 4:17 PM WAG: 6391.04.2019 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Falls, Now York 12590 Item: 66 - Airworthy Airframe Discrepancy Hours Subtotal Comply valti ASB 76-32-33, (4.17-18). 1-Time Inspection of MLG Drag Brace Attachment Boll P/N 1945877. ter hidden Corrosion, by May 17. 2019 Corrective Action Compiled with ASB 76-32-33. (4.17-18).1-Time inspection of MLG Drag Brace Attadiment Boll P/N: 1945877, for hidden Corrosion, by May 17. 2019 VW S76C MM Ch 32. No defects noted. 05/20/2019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 05/28119 City Unit Part Number Description 2 EACH 1945856A BUSHING (P/O. 20181784) (Lot: 2237) 2 EACH MS17826-12 NUT (P/O: 20190359) (Lot: 24%) Serial Number Unit Price Subtotal Labor Parts: Shipping: Outside Repair. Item Subtotal: Item: 67 - Airworthy Airframe Discrepancy RH Chin 0tt0le seal Mang Corrective Action No action taken at this time as per customer. 5/31/2019 Inspection Information: -Final Inspection: RUSSELL LANDON SCOTT on 05/31/19 Hours Subtotal Labor Parts: Shipping: Outside Repair: Item Subtotal: Nom: 68 - Airworthy Airframe Discrepancy No. 1 static port heat inop. Upper LH side on tail cone. Replace static pan P/N A021-2.1 Corrective Action Removed and replaced No. 1 static port Upper LH side on tail cone IAW S76C MM Chp 34 PIN A021-2-1. 8/52019 Inspection Information: -Final Inspection: RUSSELL LANDON SCOTT on 06.06/19 Hours Subtotal Qty Unit Part Number 1 EACH A021-2-1 1 EACH M81714/11-20O Description Serial Number VENESTATIC PORT (Pier. 20151081) (Lot: 2358) SPLICE (P/O: 20180317) (Lot: 1020) Unit Price Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 69 - Airworthy Airframe Discrepancy UH MW wheel beaing seal is torn Corrective Action Replaced UM MIS wheel tearing IAW S76 MM Ch 32. 615/2019 Inspection Information: -Final Inspection: RUSSELL LANDON SCOTT on 06/05/19 Hours Subtotal Qty Unit Part Number Description 1 EACH LM670001A902B7 BEARING (P/O: 20190464) (Lot: 2488) Serial Number Unit Price Subtotal Labor: Parts: Shipping: Outside Repair item Subtotal: CONFIDENTIAL 19 or 30 Printed by EBis 3 (wAY.datcomecfm.cora) Subject to Protective Order IATS - 000523 SONY GM_02774628 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261268 EFTA01339896 Associated AArCtatt Group. Inc. Phone: 545.46638500, Fa x:1915-463468T 6/112019.4:1T PM 32 Griffith Way. Hudson Valley Regional Airport Wappingers Falls. New York 12590 W/O: 6391-04-2019 Item: 70 • Airworthy Airframe Discrepancy QA certs and documentation Corrective Action Compiled with QA cats and docurneMation. 6-7-2019 inspection Information: Final Inspection: ANTHONY TIRONE on 06/07/19 •Function Check: ANTHONY TIRONE on 06707/19 'Inspector Code: ANTHONY 'DRONE on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair. Item Subtotal: Item: 71 - Airworthy Airframe Discrepancy $2 Nay mold not couple during RNAV approach . Flight log 733 Corrective Action Removed and reinstalled 01 and $2 AHRS IAW 576C MM Chp 34 6/4/2019 Inspection information: Final Inspection: RUSSELL LONDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: item: 72 - Airworthy Airframe Discrepancy Voids h TR boot pro seal. Touch up pro seal around TR boots. Corrective Action Sealed voids in TR boot pro seal JAW 576C MM Ch 65. TR balance req'd 06442019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06407/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 73 - Airworthy Airframe Discrepancy No. 2 engine drive shaft kevlar bulb seal is torn. Corrective Action Removed and replaced $2 hydraulic pump cover bulb seal IAN S76C MM CH 79. 5128/2019 Inspection Information: Final inspection: RUSSELL LANDON SCOTT on 05129/19 Hours Subtotal City Unit Part Number Description 1 EACH SS2042-19 HYDRAULIC KEVLAR SEAL (P/0 20190282) (Lot: 2297) Serial Number Unit Price Subtotal Labor: Parts: Shipping: Outside Repair: item Subtotal: 20 of 30 Primed by Ears 3 (voinvdalcomedia tom) CONFIDENTIAL Subject to Protective Order IATS - 000524 SDNY_GM_02774629 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261269 EFTA01339897 Associated Aircraft Group. Inc. - Phone: 845-4634500. Fax: 845-463-56U - 6/11/2019, 4:17 PM W/O: 139144.2019 32 Griffith Way, Hudson Valley Regional Airport, Wappingers Falls. New York 12590 Item: 70 - Airworthy Airframe Discrepancy Comply WO CH 5 conditional maintenance check removal of TR PCRs. Corrective Action Complied with CH 5 conditional marntenance check removal of TR PCRs lAW 876C MM Ch 5. No defects noted. 06104/2019 Inspection Information: -Final Inspection: RUSSELL LANDON SCOTT on 06/06/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair Item Subtotal: Item: 76 - Airworthy Airframe Discrepancy 3P bit liar bushings are worn beyond limits. Spin all 3P tailor bushings. Corrective Action Rotated all 3P Dirac bushings IAW S76C MM Ch 65. No defects noted. 06/04/2019 inspection Information. Final Inspection. RUSSELL LANDON SCOTT on 06/05/19 Hours Subtotal Labor Parts: Shipping: Outside Repair: Item Subtotal: Item: 76 - Airworthy Airframe Discrepancy Landing gear down and locked Indication light burned out Corrective Action Removed and replaced landing gear down and locked incitation light bulb lAW S76C MM Chp 6/6/2019 Inspection Information: ,Fital Inspection: RUSSELL LANDON SCOTT on 06/06/19 Hours Subtotal Oty Unit Part Number I EA 30130-C-6 Description Serial Number Bulb (P/O: 20181300) (Lot 1613.1) Unit Price Subtotal Labor Parts: Shipping: Outside Repair Item Subtotal: Item: 77 - Airworthy Airframe Discrepancy Records research Corrective Action Complied with records research and applicable bulletin compliance. 6-7.2019 Inspection Information: Final Inspection: ANTHONY TIRONE on 06/07/19 •Function Chock: ANTHONY TIRONE on 06/07/19 Inspector Code: ANTHONY TIRONE on 03/07/19 Hours Subtotal Labor Parts: Shipping: Outside Repair: item Subtotal: 21 of 30 Printed by EElis 3 (vAvwdalcornedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000525 SONY GM_02774630 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261270 EFTA01339898 Associated Aircraft Group. Inc. • Phone: 845.4634500, Fax: 845-4615687 • 61102019, 4:17 PM WIO: 6391-04.2019 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Falls. New York 12590 Item: 78 - Airworthy Airframe Discrepancy Hours Subtotal Comply SW AD 2018.03.04. am dt: 39-19177(03-16-18). Rosemount Aerospace Pilot Tube P/N 851AK repaired by CSI Aerospace, by S/N Corrective Action AD found N/A by MOS! P/N: 8561K 1/2 No further action required. 05/302019 inspection Information: Final Inspection: ANTHONY TIRONE on 06/07/19 •Fundion Check. ANTHONY TIRONE on 06107/19 Inspector Code: ANTHONY TIRONE on 06/07/19 Labor: Parts: Shipping: Outside Repair. Item Subtotal: item: 79 - Airworthy Airframe Discrepancy Comply lain AD 2018-13-01. amdl: 39.19313. (8-16-18). RR C3OS Governor drive Bearing replacement. PIN: 2544198 Corrective Action AD found N/A by model S76C No further action required. 05/30/2019 Inspection Information: •Final Inspection ANTHONY TIRONE on 06/07119 -Function Check: ANTHONY TIRONE on 0/07/19 -Inspector' Code: ANTHONY TIRONE on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 80 - Airworthy Airframe Discrepancy Comply nilh AD 2018-16-01. am& 39-19341 (10.31.18) BE Aerospace Fischer GmbH attendant seat PIN. 1021-A-B-10221-0W)(01 and pilot seat PIN: 9911-0-DX05%11r" Corrective Action AD found N/A, BE Aerospace Fischer GmbH attendant seat P/N: 1021-A-B-10221-0WX01 and pilot seat RN. 9911.0.0-X05%111••'• nol Installed. No further action required. 05/30/2019 Inspection Information: Final Inspection: ANTHONY TIRONE on 06107/19 -Function Chock: ANTHONY TIRONE an 06/07119 inspector Code: ANTHONY TIRONE on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 81 - Airworthy Airframe Discrepancy Coney WM AD 2018-16-13. amdl 39-19353, (10-26-18). Zodiac Seats France, 537-Series CabinAttendant Seats, part number (P/N) 53701-( K)-(XX ). insped SafleY webbing Corrective Action AD found NM Zodiac attendant seals not installed. No further action required. 05/30/2019 Inspection Information: final Inspection: ANTHONY TIRONE on 06/07/19 -Function Check: ANTHONY TIRONE on 06/07/19 -Inspector Code: ANTHONY TIRONE on 06107/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: 22 of 30 Printed by EEO* 3 (wrw.dalcomedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000526 SDNY_GM_02774631 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261271 EFTA01339899 Associated Aircraft Group. Inc. - Phone: 845.463.6500. Far 645.461.5667 - $11112019, 4:17 PM W/O: 639144-2019 32 Griffith Way, Hudson Valley Regional Aimon, Wappingers Falls. New York t2590 Item: 82 - Airworthy Airframe Discrepancy Hours Subtotal Comply with AD 2018.23-01. wadi. 39-19487. (12-28.18) inspeu Zodiac Seats France Cabin Attendant Seals Corrective Action AD found N/A Zodiac attend-me seals not installed No further action required. 05/30/2019 Macedon Information: •Final Inspection: ANTHONY TIRONE on 06107/19 -Function Check.ANTHONY TIRONE on 06107/19 inspector Code: ANTHONY TIRONE on 06/07/19 Labor: Parts: Shipping: Outside Repair. Item Subtotal: Item: 83 - Airworthy Airframe Discrepancy Campy with AD 2018-23-12, amdt:39-19499. (12-28-18) Zodiac Aero Evacuation Systems inspections Corrective Action AD found N/A Zodiac Aero Evacuabon Systems not Installed. NO further action required. 05/30/2019 Inspection Information: FkrM Inspection: ANTHONY TIRONE on 06/07/19 •Function Check: ANTHONY TIRONE on 06/07/19 -inspector Code: ANTHONY TIRONE on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 84 -Airworthy Airframe Discrepancy ComplywithAD 2019-07-10, Bradt: 39-19621. (05-29-2019) LITEF LCR-100 replacement. wan 25 hours. Ref: AD 2010-26-09 S1/2 PM: 1451307100 01 SM: 3078 #2 S/N: 3127 Corrective Action AD found N/A per FM Boston ACO Branch letter. by installation, equipped with EFIS connected to digital AHRS outputs. 5-30-2019 Impede/1 Inlormallon: foal Inspection: ANTHONY TIRONE on 06107/19 •Furrobon Check: ANTHONY TIRONE on 06/07/19 -Inspector Code: ANTHONY TIRONE on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair item Subtotal: Item: 85 -Airworthy Airframe Discrepancy Comply with ASB 76-66-54, (9.17-14). I -Time inspection for proper application and condition of sealant on the MR Shalt Seal Liner Corrective Action Complied with ASB 7666.54. (9.17.14). 1-lime inspection for proper application and condition of sealant on the MR Shalt Seal Liner. No Defects Noted. 06/07/2019 Inspection Information: canal Inspection: RUSSELL LANDON SCOTT on 06107/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair. Item Subtotal: 23 of 30 Printed by EBis 3 (iinwr.dalcomedia cam) CONFIDENTIAL Subject to Protective Order IATS - 000527 SDNY_GM_02774632 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261272 EFTA01339900 Associated Aircraft Group. Inc. - Phone: 645-463.8500. Fax: 84546336$7 . 6/11/2019.4:17 PM WO: 639144.2019 32 Grillith Way, Hudson Valley Regional Airport, Wappingers Falls, New York 12590 Item: 86 - Airworthy Airframe Discrepancy Hours Subtotal Comply mth AS8 76-71.16. (5.14.08) 976A. 1-Time Inspection of Turborneca IS & 1 S1 engewd. TU.330 Corrective Action ASEI 76.71.16 found N/A by installalion of 2S2 engines. No further action required. 05/3112019 Inspection Information: final inspection: ANTHONY TIRONE on 08/07/19 -Function Check ANTHONY TIRONE on 06/07/19 • Inspector Code: ANTHONY TIRONE on 06/07/19 I Labor: Parts: Shipping: Outside Repair: Item Subtotal: I Item: 87 • Airworthy Airframe Discrepancy Comply both AS8 76.34.11A (1-31-11). One-Time inspection of LCR-100 AHRS tints Corrective Action ASB 76.34.11A found NIA by Inhalation of LCR•100AHRS Mod Status 20. No further action required. 05/31/2019 Inspection Information: Final Inspection: ANTHONY DRONE on 06/07/19 Function Check: ANTHONY TIRONE on 06/07/19 Inspector Code: ANTHONY T1RONE on 08/07/19 I Labor: Hours Subtotal Parts: Shipping: Outside Repair: Item Subtotal: Item: 88 - Airworthy Airframe Discrepancy Comply with AS8 76-734. 1-Tina replacement of No. 1 and No. 2 backup actuator harnesseS Corrective Action AS8 found N/A by aircraft serial number. No further action required. 06/31/2019 Inspection Information: Final Inspection: ANTHONY TIRONE on 06/07/19 -Function Ctexk ANTHONY TIRONE on 06/07/19 -Inspector Code: ANTHONY TIRONE on 06/07/19 Hours Subtotal Labor. Parts: Shipping: Outside Repair: Item Subtotal: Item: 89 - Airworthy Airframe Discrepancy Comply with AS8 76.32.31 (11-30-10). One-Time Inspection of MW shock strut assembly positioning rat to bellmank attad,ment bolt Corrective Action MB font N/A by aircraft serial number. No &Met action required. 05/31/2019 inspection Information: Final Inspection: ANTHONY TIRONE x106/07/19 -Function Check: ANTHONY TIRONE on 06/07119 •Inspector Code: ANTHONY TIRONE on 06/07/19 Hours Subtotal Labor: Puts: Shipping: Outside Repair. Item Subtotal: 24 of 30 Printed by 884 3 hvmsdatcomediaton9 CONFIDENTIAL Subject to Protective Order IATS - 000528 SDNY_GM_02774633 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261273 EFTA01339901 Associated Aircraft Group, Inc. - Phone: 845-4634500, Far: 645463.5687 - 6/1112019, 4:17 PM WO: 6391-044019 32 Griffith Way, Hudson Valley Regional Airport, Wappingers Falls, New York 12590 Item: 90 • Airworthy Airframe Discrepancy 310 Bumpers ate asbonded. Replace bumpers on all 3P biller weight assemblies Corrective Action Replaced bumpers on a 3P barer weight assemblies UAW 576C MM Ch 65. 06/01/2019 Inspection Information: Final Inspects:in. RUSSELL LANDON SCOTT on 06/04/19 Hours Subtotal Qty Unit Part Number Description 4 EACH 76107.08004.119 3P BUMPER (PIO: 20181302)6.ot 1613) Serial Number Unit Price Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 91 - Airworthy Airframe Discrepancy Hours Subtotal 5P bilis bumpers are disbanded. Replace 5P blahs bumpers. Corrective Action Removed and replaced Red and Black SP birder bumpers and rebonded Yellow and blue SP baler bumpers IAW S76C MM Ch 65. No defects noted. 06/03/2019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06/04/19 QV Unit Part Number Description Serial Number Unit Price Subtotal 2 EACH 58112-23041-102 5P BUMPER (PIO: 20181693) (Lot: 2147) Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 92 - Airworthy Airframe Discrepancy Hours Subtotal M outboard damper bearings aro wom to emits. Remove and replace Y outboard damper bearings. P/N S85079-102 Corrective Action Removed and replaced as outboard damper bearings with customer supplied parts IAW 576C MM Ch 65. 00/0412019 Inspection Information: finel Inspection: RUSSELL LANDON SCOTT on 06/06719 Labor. Parts: Shipping: Outside Repair: item Subtotal: Item: 93 • Airworthy Airframe Discrepancy Touch up paint Corrective Action Touched UP paint as retaired 6/6/2019 Inspection edormation final Inspection: RUSSELL LANDON SCOTT on 06/06/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: 25 of 30 Printed by Ellis 3 (wwwdatcomedia.00m) CONFIDENTIAL Subject to Protective Order IATS - 000529 SONY GM_02774634 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261274 EFTA01339902 Associated Aircraft Gregg). Inc.- Phone: 845.4634500, Fax: 845.4634687 . 611112014 4:17 PM WAD: 6391444019 32 Griffith Way. Hudson Valley Regional Airport. Wappingers Falls, Now York 12590 Item: 94 - Airworthy Airframe Discrepancy Deiseserve engines Corrective Action De-preserved engines lAWArriel 2S1 MM. 61712019 Inspection InIcanalion -Final Inspection: RUSSELL LANDON SCOTT on 9607119 Hours Subtotal Oty Unit Part Number Description 8 OT MOBIL-254 OIL (NO. 20100666) (Lot 1529) Serial Number Unit Price Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 95 -Airworthy Airframe Discrepancy Comply with Main Rotor quick rig requirements Corrective Action COroPirod well/oat maintenance MR and TR quick rig check requirements OW S76C MM Ch 67. Ops check good. No defects noted. 06/06/2019 Inspection Information: -Final Inspection: RUSSELL LANDON SCOTT on 06107/19 Hours Subtotal Labor: Padt: Shipping: Outside Repair: Item Subtotal: Item: 96 - Airworthy Airframe Discrepancy Adjust 111 and #2 engine control quadrant throttle levers. Corrective Action Adjusted #1 and la engine control quadrant throttle lever UMW Sikorsky S76 MM Chapter 76. 6/5/2019 Inspection information: Final inspection: RUSSELL LANDON SCOTT on 06/06/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Kern: 97 - Airworthy Airframe Discrepancy Start control CB on lower CB panel is broken Corrective Action Replaced Sian control CB on lower CB panel UAW Sikorsky 676 MM Chp 39.6/62019 insPection InIcenation: Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Qty Unit Part Number Description 7.5 AMP KLIXON CIRCUIT BREAKER (P/0: 20141144) (124: 1282) 1 EA 2TC2-7.5 Serial Number Unit Price Subtotal Labor Parts: Shipping: Outside Repair: Item Subtotal: 26 04 30 Printed by EBis 3 (vivoti d alcornecha tom) CONFIDENTIAL Subject to Protective Order IATS - 000530 SDNY_GM_02774635 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261275 EFTA01339903 Associated Aircraft Group. Inc. Phone: 845.4634500. Fax: 845.463.5687 -6/1112019.4:17 PM WrO: 6391-04.2019 33 Griffith Way, Hudson Valley Regional Airport. Wappingers Falls, New York 12590 Item: 98 - Airworthy Airframe Discrepancy Hours Subtotal Review EJM GMM and lake RVSIA airworthiness release training Corrective Action Reviewed and completed EJM GMM and took RVSM airworthiness release training 6-6-2019 Inspection Information: Final Inspection ANTHONY TIRONE on 06107119 • Function Check: ANTHONY TIRONE on 06707719 'Inspector Code: ANTHONY TIRONE on 06/07/19 Labor: Pans: Shipping: Outside Repair: Item Subtotal: Item: 99 - Airworthy Airframe Discrepancy Comity with Tail Rotor quick rig requirements Corrective Action Complied %vim Tail Rotor quick rig requirements HAW S76C MM Ch 67. Ops check good. No defects noted 06/0672019 Inspection Information: Final inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair. Item Subtotal:: Item: 100 - Airworthy Airframe Discrepancy Carroty with 7 day/15 how engine inspections oar and 02 engines Corrective Action Complied mei 7 day/15 hour engine inspections on al and /r2 engines lAWArriel 2S2 MM Chp 5.677/2019 Inspection information: -Final Inspection: ANTHONY TIRONE on 06107/19 •Function Check: ANTHONY TIRONE on 08/07/19 -Inspector Code: ANTHONY TIRONE on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair. Item Subtotal: Item: 101 - Airworthy Airframe Discrepancy MGB drain access panel seal Is debonded. replace seal. Corrective Action Removed and replaced MGB drain access panel seal IAW S76 MM Ch 53.06/0702019 Inspection Information: Final Inspection: RUSSELL LANDON SCOTT on 06O3/19 Hours Subtotal Oty Unit Part Number Description Serial Number 1 EACH 76204-03001-105 GASKET (PO: 20190615) (Lot 2344) Unit Price Subtotal Labor: Parts: Shipping: Outside Repair Item Subtotal: 27 of 30 Printed by ESis 3 (mwr.datoornedia com) CONFIDENTIAL Subject to Protective Order IATS - 000531 SDNY_GM_02774636 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261276 EFTA01339904 Associated Aircraft Group. Inc. - Phone: 845.4634500. Fax: 845.463.5697 - S/11/2019. 4:17 PM MO: 63914a-2019 32 Griffith Way. Hudson Valley Regional Amport. Wappingers Falls. New York 12590 Item: 102 Airworthy Airframe Discrepancy Update ruts Corrective Action Updated FMS as required 6/7/2019 Inspection Information. Final Inspeclion: RUSSELL LANDON SCOTT on 06/07119 Hours Subtotal Labor. Parts: Shipping: Outside Repair: Item Subtotal: Item: 103 -Airworthy Airframe Discrepancy Update EGPWS Corrective Action Updated EGPWS IAW S76 MM Ch 34.617/19 Version- 608NAM inspection information Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair item Subtotal: Item: 104 - Airworthy Airframe Discrepancy Comply with post maintenance final inspection. Corrective Action Complied with post maintenance final inspection. 611/2019 Inspection intormatom Fina Inspection: RUSSELL LANDON SCOTT on 06107/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: item Subtotal: Item: 105 - Airworthy Airframe Discrepancy Air conditioner end state shroud needs adjustment. d is contacting the fan Corrective Action Adcusted end plate shroud to maintain proper distance from fan IAW ACC MM Ch 21. Ops Check Good. No Defects Noted 06/07/2019 Inspection Information. -Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 106 - Airworthy Airframe Discrepancy Comply Wit, Main Rotor Track & Balance Corrective Action Complied with Main Rotor Track & Balance. 6-7-2019 inspection Information: • Final tnspeCtion: ANTHONY TIRONE on 06/07/19 -Function Check: ANTHONY TIRONE on 06✓07/19 -Inspector Code: ANTHONY TIRONE on 06/07/19 Hours Subtotal Labor. Pads: Shipping: Outside Repair: Item Subtotal: CONFIDENTIAL 28 of 30 Panted by Ellis 3 (v.Av.datcomedia com) Subject to Protective Order IATS - 000532 SDNY_GM_02774637 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261277 EFTA01339905 Associated Aircraft Group, Inc. - Phone: 845.463-6500, Fax: 545463.5657 -6/1112019, 4:17 PM W/O: 8391.04.2019 32 Griffith Way. Hudson valley Regional Airport, Wappingers Falls. Now York 12590 Item: 107 - Airworthy Airframe Discrepancy Comply with Tad rotor balance Flat Pitch and LOW chocks Corrective Action Complies with Tad rotor balance Flat Pitch and LOW checks lAW S76C MM Chp 5. 6/7/2019 Inspection Information: 'Final Inspection: RUSSELL LANDON SCOTT on 06007/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 108 • Airworthy Airframe Discrepancy Comet): ‘sith Wee year low level checks Corrective Action Complied with three year low level fuel checks IAW S76C MM Ch 28. Ops chock good. Leak check good. No defects noted. 06/07(2019 Inspection information: Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Pitt: Shipping: Outside Repair: item Subtotal: Item: 109 • Airwoilhy Airframe Discrepancy Comply with post maintenance ground runs. Corrective Action Complied with post maintenance ground runs. No defects noted. 6/7/2019 Inspection Information: 'Final inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: item Subtotal: Item: 110 • Airworthy Airframe Discrepancy Complywith engine anti Ice checks Correctivo Action Compiled veal engine anti Ice check IAW S76C MM Ch 30. tips chock good. No defects noted. 06/07/2019 Inspection Information: 'Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: item Subtotal: Item: 111 - Airworthy Airframe Discrepancy Comply with DC essential bus checks Corrective Action Complied with DC essential bus chocks IAW S76C MM Chp 5. No defects noted. 6/7/2019 inspection Information: .Final Inspection: RUSSELL LANDON SCOTT on 06/07/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: 29 of 30 Printed by EBis 3 (www.dalcomedia.com) CONFIDENTIAL Subject to Protective Order IATS - 000533 SDNY_GM_0277463B SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261278 EFTA01339906 Associated Aircraft Group, Inc. - Phone: Be5-4634500. Fax: 845463.5657 Oil/201g, 4:17 PM W/O: 639141.2019 32 Griffith Way, Hudson Valley Regional Airport, Wappingers Fairs, New York 12590 Item: 112 - Airworthy Airframe Discrepancy Compty with AD 99-19-30, amdt: 39-11317 (10-4.99) Repetitive 1500 hour inspection of mil gear box forward fairing. Corrective Action Complied wth AD 99-19-30, amdt 39-11317 (104.99) Repebbve 1500 hour inspection of tall gear box forward fairing during No 12 month inspection No defects noted. 6.5.2019 inspection kdonnabon: Final Inspection: CHRIS SCHEFTIC on 06/09/t9 .Function Check: CHRIS SCHEFTIC on 06/09/19 ,Inspector Code: CHRIS SCHEFTIC on 06/09/19 Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Item: 113 - Airworthy Airframe Discrepancy Contract Cabin Crafters to troubleshoot air conditioning low flow out forward cabin outlets Corrective Action Cabin defiers removed cabin seats and interior overhead panels to gain access to the overhead dud work. Center 2-pc dud was disassembled and inspected, nothing found to cause a blockage of aidlow. CC Mutated support sealant tape on the interior seams of the weer and lower ducts and reassembled. Checked for airflow, found acceptable. CC reinstalled cabin overhead and other interior components. Meow checked normal. Hours Subtotal Labor: Parts: Shipping: Outside Repair: Item Subtotal: Additional Charges Pilot Services Tire Disposal EPA Charge Oil Analysis Shop Supplies Fuel MSC Subtotal Labor Summary Shop Labor Outside Repair 685.86 hags wore needed to complete this fAlork Order Lawrence Visoski, Manager June 13, 2019 Important Information Total Labor. Total Pane: Total Shipping: Total Outside Repair: Additional Charges: Tax: Amount Duo: Deposit: Balance Due: Hyperion AILLLC or Authorized Representative 30 of 30 Printed by EBG 3 (www.dalcomedia.com) Date CONFIDENTIAL Subject to Protective Order IATS - 000534 SDNY_GM_02774639 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261279 EFTA01339907 AIRCRAFT DELIVERY AND ACCEPTANCE CERTIFICATE Hyperion Air, LLC ("Buyer"), hereby confirms acceptance of delivery from ASI Wings LLC ("Seller") of the aircraft described below, pursuant to the terms and conditions of that certain Aircraft Purchase and Sale Agreement, dated March 27, 2019 (the "Agreement"). Capitalized terms used but not otherwise defined herein shall have the same meanings ascribed to such terms in the Agreement. Airframe: Keystone (Sikorsky) model S-76C 760750 N722JE Turbomeca S.A. model Arriel 2S2 42285TEC & 42286TEC Make and Model Serial Number Registration Number Engines: Make and Model Serial Numbers Main Rotor Blades ("131ades"1: Make and Model Sikorsky Model 76150-09100-053 Serial Numbers A086-03958, A086-03773, A086-03768 & A086- (collectively, the "Aircraft") 03769 Date of Acceptance: , 2019 Location of Acceptance: Time of Acceptance: Airframe Cycles: Airframe Hours: Engines 42285TF-C 42286TEC Hours: Cycles: Blades: A086-03958 A086-03773 A086-03768 A086-03769 Hours: Cycles: Seller confirms that [other than as set forth on Schedule E-1 hereto) the Discrepancies and Additional Remediation Items that were to be corrected by Seller, at Seller's cost, per the provisions of the Agreement have been corrected. Upon receipt by Escrow Agent of each of the Title Documents, confirmation by Escrow Agent that the Aircraft is free and clear of Liens of record at the FAA Civil Aviation Registry and the International Registry, and confirmation by Escrow Agent of funds sufficient to effect the closing contemplated by the Agreement: (i) Escrow Agent is authorized to (a) cause the FAA Bill of Sale, the Aircraft Registration Application, any Releases and any other documents necessary to effect the transfer of title to Buyer or its designated assignee to be dated and filed with the FAA Civil Aviation Registry for the 32 HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000535 SDNY_GM_02774640 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261280 EFTA01339908 benefit of Buyer, (b) date and release the Warranty Bill of Sale to Buyer, (c) effect the registrations contemplated by Section 11.4 of the Agreement and (d) disburse the Purchase Price in immediately available funds as directed by Seller. 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. BUYER ACKNOWLEDGES THAT IT HAS INSPECTED THE AIRCRAFT AND IS SATISFIED WITH THE CONDITION OF THE AIRCRAFT. BUYER AGREES THAT IT IS ACQUIRING THE AIRCRAFT "AS-IS, WHERE IS," AND WITH ALL FAULTS. SELLER HEREBY DISCLAIMS AND BUYER RELEASES ALL OTHER REPRESENTATIONS, WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER AND ALL RIGHTS, CLAIMS AND REMEDIES OF SELLER AGAINST SELLER OR ITS AFFILIATES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT (WHETHER LATENT OR DISCOVERABLE) IN THE AIRCRAFT, INCLUDING, WITHOUT LIMITATION, (I) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) ANY IMPLIED OR. EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (III) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT OR STRICT LIABILITY, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF SELLER OR ANY PREDECESSOR, ACTUAL OR IMPLIED; (IV) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO THE AIRCRAFT, FOR LOSS OF USE, REVENUE OR PROFIT WITH RESPECT TO THE AIRCRAFT, INTERRUPTION IN THE BUSINESS, TRADE OR PROFESSION OF SELLER, OR FOR ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM ANY SUCH NONCONFORMITY OR DEFECT. FOR GREATER CERTAINTY, NOTHING CONTAINED IN THIS AIRCRAFT DELIVERY AND ACCEPTANCE CERTIFICATE SHALL CONTRAVENE, LIMIT OR NEGATE SELLER'S REPRESENTATIONS AND WARRANTIES RELATING TO TITLE TO THE AIRCRAFT CONTAINED IN THE WARRANTY BILL OF SALE (AS DEFINED IN THE PURCHASE AGREEMENT) OF EVEN DATE HEREWITH. 33 HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000536 SDNYGM_02774641 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261281 EFTA01339909 Buyer acknowledges that it has received the Aircraft from Seller in the Delivery Condition and otherwise in a condition consistent with the terms and conditions of the Agreement and is otherwise satisfactory to Buyer. SELLER: BUYER: ASI Wings LLC Hyperion Air, LW By: By: Name: Name: Title: Title: Date: , 2019 Date: , 2019 34 HAS Doc 056455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000537 SDNY_GM_02774642 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261282 EFTA01339910 UNITED STATES OF AMERICA US. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF SI OVC TIIE UNDERSIGNED OWNER(S) OFTIIE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER I N722JE AIRCRAFT MANUFACTURER & MODEL Keystone Helicopter S-76C AIRCRAFT SERIAL NUMBER 760750 DOES 711 LS DAY OF 2019_ HEREBY SELL GRANT. TRANSFER AND DELIVER Al.!. RIGI I IS. TITLE. AND INTERESTS IN AND TO SUCII AIRCRAFT UNTO: PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL) Hyperion Air LLC 6100 Red Hook Quarter, B3 St. Thomas, USVI 00802 DEALER CERTIFICATE NUMBER AND TO ITS SUCCESSORS ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRANTS THE TIME THEREOF, IN TESTIMONY WHEREOF I HAVE SET MY HAND THIS DAY OF 2019. SELLER NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO￾OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) ASI Wings, LLC ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC FORM 8050-2 CONFIDENTIAL Subject to Protective Order IATS - 000538 SDNYGh1_02774643 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261283 EFTA01339911 WARRANTY BILL OF SAL KNOW ALL MEN BY THESE PRESENTS THAT: ASI Wings LLC ("Seller"), in consideration of One Dollar (US$1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms and conditions of that certain Aircraft Purchase and Sale Agreement, dated March 27, 2019, between Seller and Buyer, does hereby irrevocably and unconditionally grant, bargain, sell, transfer and assign to Hyperion Air, LLC ("Buyer") the following: Airframe: Make and Model . Keystone (Sikorsky) model S-76C Serial Number 760750 Registration Number N722JE f.naines: Make and Model Turbomeca S.A. model Arriel 2S2 Serial Numbers 42285TEC & 42286TEC Main Rotor Blades ("Blades"): Make and Model Sikorsky Model 76150-09100-053 Serial Numbers A086-03958, A086-03773, A086-03768 & A086- 03769 Together with all avionics, equipment, components, appliances, accessories, instruments and other items installed in or attached to said airframe, blades and/or engines, together with all loose equipment specific to the foregoing, all as more fully described in Exhibit A along with all historical records, logbooks, flight, maintenance and inspection manuals, wiring diagrams, completion drawings and supporting technical publications, burn test certificates and evidence of parts traceability, all as more fully described in Exhibit A (all collectively referred to herein as the "Aircraft"). The Engines are described on the International Registry as: TURBOMECA model ARRIEL 2S2 bearing manufacturer's serial numbers 42285 and 42286. TO HAVE AND TO HOLD the Aircraft unto Buyer, its successors, and assigns, for its and their respective use forever. Seller hereby warrants and represents to Buyer and its successors and assigns that: (1) Seller is the sole and lawful owner of all legal, and beneficial right, title and interest to the Aircraft; (2) Seller has good and marketable title to the Aircraft and that Buyer will acquire by the terms of this Warranty Bill of Sale good and marketable title to the Aircraft free and clear of all mortgages, leases, security interests, claims, pledges, adverse claims of ownership, restrictions on transfer (such as rights of first refusal or other similar rights), defects of title, charges, liens and encumbrances of any kind whatsoever and with no leased or loaner equipment installed thereon; (3) Seller has the right to sell the Aircraft as aforesaid and (4) Seller shall forever warrant and defend title to the Aircraft and indemnify Buyer against the claims of any person, party, firm, corporation or entity of any kind arising or relating to title or status of title to the Aircraft with respect to the period 30 HAS Doc #58455759 v7 CONFIDENTIAL Subject to Protective Order IATS - 000539 SDNY_GM_02775644 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261284 EFTA01339912 prior to the conveyance evidenced hereby (excluding any of the foregoing, if any, created by, through or under Buyer). Seller hereby irrevocably and unconditionally transfers, assigns and conveys unto Buyer, its successors and assigns, all of Seller's rights, titles and interests, if any, under any express or implied warranty from, or any service policy or product agreement with the manufacturer of the Aircraft (or any part thereof) or any maintenance or overhaul facility relating to the Aircraft (or any part thereof) or any subcontractor, supplier or vendor thereof, to the extent that such rights are assignable and arc not extinguished as a result of this assignment by Seller to Buyer. This Bill of Sale shall be governed by and construed in accordance with the laws of the State of New York, determined without regard to conflicts of law principles other than Sections 5-1401 and 5-1402 of the New York General Obligations Law. Seller irrevocably and unconditionally: (a) agrees that any suit, action or legal proceeding arising out of or relating to this Warranty Bill of Sale may be brought in the courts of the State of New York in New York County or the United States District Court for the Southern District of New York; (b) consents to the jurisdiction of, and court rules in any such court; (c) waives any objection which it may have to the laying of venue of any such suit, action or proceeding in any of such courts and (d) agrees that service of any court paper may be effected on such party by mail, or in such other manner as may be provided under applicable laws or court rules of any such court. SELLER HEREBY KNOWINGLY AND FREELY WAIVES ITS RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS WARRANTY. BILL OF SALE. THE AIRCRAFT IS A USED AIRCRAFT AND IS BEING SOLD ON AN "AS IS, WHERE IS" BASIS, AND SELLER DISCLAIMS AND, BY ACCEPTANCE HEREOF BUYER WAIVES, ALL IMPLIED WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND OR NATURE (EXCEPT AS PROVIDED ABOVE), ARISING BY LAW, EQUITY OR OTHERWISE, WITH RESPECT TO THE AIRCRAFT INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATION WITH RESPECT TO THE AIRWORTHINESS OR CONDITION OF THE AIRCRAFT, ANY OBLIGATION OR LIABILITY IN TORT, NEGLIGENCE OR WITH RESPECT TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, LOSS OF USE OR PROFITS, OR CONSEQUENTIAL DAMAGES AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, LOSS OF USE, LOSS OF PROFIT OR USAGE OF TRADE. IN WITNESS WHEREOF, Seller has executed and delivered to Buyer this Warranty Bill of Sale, this day of , 2019. SELLER: AS1 Wings LLC By: • Name: Title: 31 HAS Doe M58455159 v: CONFIDENTIAL Subject to Protective Order IATS - O00540 SDNY_GM_02774645 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261285 EFTA01339913 UNITED STATES OF AMERICA - DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION - MIKE MONRONEY AERONAUTICAL CENTER AIRCRAFT REGISTRATION APPLICATION uNntoswts PecATPATe. N 722JE sitARIER MEC" REGISTRATION [Choctaw b0.1 I. Parreivro & Comunlon 4. 5 C50.saec Grown-rent 7. Uffike I. //bay COWS" 0.Tal a Ma Cann COTIOran 0.No, Cti.tan Co..4450, Coast. AIRCRAFT mum Actin Sikorsky S-76C MID Sala AIRCRAFT screws 760750 NUNN. NAME(s)OF APIItICATIT(S)IRenoalsi Scan at% Masa olonnenno I spa bet war. RV Aare atO. nwwle inlet I Hypeilim M. LLC !EURO* RAIDER KRUNG ADORESS (Peonewors mains oppress lot bell Naar& at fa) 61000DRed Ifook Quarter, 83 NUMBER MO STREET: P.O. BOX an : SL Thomas U.S.V.I. STATE ao. 00802 owe:era strillOttaCCATIONRP.O. scot OR pumueoutrac Pato KRMalin ACCRUE NUMBER AIL STREET: DESCRIPTOROf LCCAROR OM STATE: Zr ❑ CHICK HP-RE I F YOU ARE ow I' REPORTING A CHANGE OF ADDRESS cERIIFICATION 11s< CeNTWY: (II Me 1w led. sections oancO by um maderigned Rallast SOY'. giaLcarafat MINOR CCAIPLF TC a b 5 e. 4) El a A casco a re Tat, Sena. es (M'S by a USG 4010Aln o a Mennen Alen Ma aloe reeestrielen teem 1851) Na. El c A nonci•aln corpaelontreanLied and 60Ing batmen at re Ian Of (WIm) era lad not e band one prosody we new Wed %Ma Rocords el Ighl loin we inobbes ice onsowlon al Waldo comelees WOW.* odefeeal 00. ACCepwalion meg a wing Instep sorry. Eris name 04 twee al II tat cad atom IT c444455, I. ra 0455. TOI01. 5441/4 Tau I TIT . 0,5rid, by 4.4 550,00 00505 000a5, la ar IIIIIa'S 45550 5, 00110 Dna 'Naafi Moils I. r al*, cr. twee, Of the yew son Pal Iva pwaa t II. same aurrattalan 4 reques05. Of Thane tee If 5:5 wink/S.05n rbT Ina of dew ;wenn cony arc (4) Ted eeal aNdence of waren° a Madan of Ns bra MT Ton ta Von: Malian Adnineralco ANY MD ALL SIGNATORIES OF THIS APPUCATION MUST READ THE FOLLOWING AND UNDERSTAND THAT. BY APPLYING A SIGNATURE TO THIS DOCUMENT. THEY ARE SUBJECT TO THE REFERENCED STATUTES AND ASSOCIATED PENALTIES. I hereby ow* PM me (*mom cre0.00d Paco and 410ny 01:00'rents 10 re 00010afir kg akrangegill0400 a but scommarri ralliCIISthe Meld my troiderfge and Whet I weeniest re: me .nitaiwar Froward by mewl be toted co by Pe FM adrwristrator in hate, deleimnalon ol µelicama for arcrail regithaiss I uncienten7 rat mixwor. in 3-y .mile' w11, the pristlicbsn of Wry dmartrent or army el the UNNI States. knotting& and WM/ Woes. comas at Galva up (V/ a- f litc.. serer* 0' &VICO a Palen./ lad or %AD flakes any false, tnalaalng 54 leoduled StalerneOtict reptnentafons a entry. rue te Wen Up 1)S2SO,COOreimcrehrse net more: ie• Ism 15) nary pc ban (In U S C Seaton Ian and 3 71) I lattlewswid Eal, ROM I RIPROARIf troorle aro inapp.rale o. We Maritsa. regal-alto or IN Tatied Occre. may te wicked NOTE: If executed for cmownership, all applicants must sign. Use next page and add page(s) it necessary. 1 SIGNATURE: DATE: TYPEDPFUNTE0 AhlE: Lawrence P. WOOL N. TIRE: Mager 2 SIGNATURE: OATS TYPE ITAPRINTEO NMIE: TITLE: NOTE: Eactot when the Mal 'PPS reglelreSOn Of Me suloSi aircian is embed or camearia II CFR 41.31(00,0*w Man airweetrIN.S. air roe to be operated fOr up lo 90 days %WW1 the United Slates when a copy of the signed appbcation for its registration IS Carried in the aircraft while nailing issuance and receipt of the new registrabon artHICMO. AC lam 0050 1(1011i1 CONFIDENTIAL Subject to Protective Order IATS - 000541 SDNY_GM_02774646 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261286 EFTA01339914 Subject: From: Sent: To: CC: Attachments: Good Morning Joan￾Closing on s-n 760750 6/11/2019 9:08:00 AM CVS_S-N 7607SO_P+S (B+S signed) # 1 58553386.pdf I hope you're well. Just checking in on what docs you are holding for the closing on s-n 760750 and if you need PUE from the seller, ASI Wings LLC. I understand that we may be closing this week. Please note that I've changed firms and my new contact information is below. Best, Tom Thomas M. Richardson Associate Greenberg Traurig, LIP One Internatbnal Place I Suite 2000 I Becton. MA 02110 GreenbergTraurig PLEASE CONSIDER THE ENVIRONMENT BEFORE PRINTING THIS EMAIL - - --- - If you are not an intended recipient of confidential and privileged information in this email, please delete it, notify us immediately at postmaster(thgtlaw.com and do not use or disseminate such information. CONFIDENTIAL Subject to Protective Order iATS - 000542 SDNY_GM_02774647 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261287 EFTA01339915 ARAUTP22 AIRCRAFT REGISTRATION SYSTEM 03/27/19 ARAUTM30 LIMITED LIABILITY INQUIRY 13:49 Phase Name Effective Date : : HYPERION AIR LLC (VI) 10/19/2012 Expire Date Limit/Restrictions : Authorized Signer 1. MANAGER 2. 3. 4. Accept Date : 09/06/2013 Accepting Examincr : Crystal Kelley Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- OPT MAIN PREY CONFIDENTIAL Subject to Protective Order ATS-000543 SDNY_GM_02774648 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261288 EFTA01339916 8 LLC STATEMENT IN SUPPORT OF REGISTRATION HYPERION AIR, LLC is a limited liability company of a United States Citizen and is eligible to register aircraft in its name. In this regard, we make the following representations: I. The full name of the Applicant LLC is HYPERION AIR, LLC (the "LLC"). 2. The jurisdiction in which the LLC is lawfully organized is the United States Virgin Islands. 3. The effective date of the LLC is October _In, 2012. 4. The name of each of the sole Member of the LLC and the type of entity of the sole Member (i.e.. individual, corporation, partnership, etc.) is: NAME U.S. CITIZENSHIP TYPE OF ENTITY VERIFICATION Jeffrey E. Epstein Individual YES X NO 5. The LIZ is managed by a Manager. 6. The managers, members or officers of this LLC may act independently YX 7. The name of the sole Manager of the LLC and the type of entity of the sole Manager (i.e, individual. corporation, partnership, etc.) is: NAME. Lawrence Visoski U.S. CITIZENSHIP TYPE. OF ENTITY VERIFICATION Individual YES X NO The undersigned certifies that he understands that an LLC is eligible to register aircraft in its name provided that: (I) at least 2f3rds of the managers or managing members are "U.S. Citizens" within the meaning of 49 US.C. Section 40102(aX15XC) and: (2) at least 75% of the voting Interest or units is owned or controlled by persons who are "U.S. citizens" or citizens of one of its possessions; and specifically that AN LLC CANNOT REGISTER AS A NON-CITIZEN CORPORATION. If any member of this LLC is not a United States Citizen as defined in 40102(a)(I5)(C) an explanation appears below to support the certification that this LLC is a "U.S. Citizen' as required by 49 U.S.C. Section 40102(a)(15)(C). The undersigned hereby also certifies that the information given herein is true and correct and meets all citizenship specifications as required by the Federal Aviation Administration. HYPERION A L. By en Visoski Manager 'id • a 0 N • a O CONFIDENTIAL Subject to Protective Order IATS - 000544 SONY GM_02774649 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261289 EFTA01339917 YWORY1NO A110 VPI0NV1)10 6C L.. LW CI mu CIO/ 11.011911Vb151038 lIVE051V 'Ali KIM 03111 CONFIDENTIAL Subject to Protective Order IATS - 000545 SDNY_GM_02774650 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261290 EFTA01339918 ARAUTP22 AIRCRAFT REGISTRATION SYSTEM 03/27/19 ARAUTM30 LIMITED LIABILITY INQUIRY 13:48 Phase Name Effective Date : : ASI WINGS LLC (DE) 10/29/1998 Expire Date Limit/Restrictions 1. MEMBER 2. 3. 4. • : NONE Authorized Signer Accept Date : 12/22/2009 Accepting Examiner : Christine Mounger Enter-PF1---PF2---PF3---PF4---PFS---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- OPT MAIN PREY CONFIDENTIAL Subject to Protective Order IATS - 000546 SDNY_GM_02774651 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 129 I EFTA01339919 To: Federal Aviation Administration Civil Aviation Registry Aircraft Registration Branch P.O. Box 25504 Oklahoma City, OK 73125 Date: November 30, 2009 Re: Statement in Support of Registration of United States Civil Aircraft in the name of a Limited Liability Company Ladies and Gentlemen: ASI WINGS, LLC (the "LLC"), is a citizen of the United States as defined in 49 U.S.C. § 40102(a)(15), and is eligible to register aircraft in its name. In that regard, the following representations are made: I. The LLC is lawfully organized in the state of Delaware. 2. The effective date of the LLC is October 29, 1998. 3. The name of each of the members of the LLC and the type of entity of each (i.e. individual, corporation, partnership, or LLC) are as follows: Name Type of Entity U.S. Citizen 1 Aetna Inc. Corporation Yes X No 4. The LLC is managed by the sole member and the member may ac independently. 5. The member named above is a citizen of the United States as defined in 49 U.S.C. 40102(a)(15). ASI WINGS, LLC By: Aetna Inc., Managing Member Bf1::)kea Name: Mel i Yid CC CS I-by-00k￾Title A AL( £tioi 501133v2:03173 6,4,5--eowny 0 a 0 0 N N N 0 0 CONFIDENTIAL Subject to Protective Order IATS - 000547 SDNY_GM_02774652 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261292 EFTA01339920 VIII0Hr1)10 41.13 1101011r1)10 LS ZI Ud OT 330 6001 HO N0IDNISIt;3U 1Jvaoa IV VV4 NUM 031IJ CONFIDENTIAL Subject to Protective Order IATS - 000548 SDNY GM_02774653 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261293 EFTA01339921 IR Forms & Filings CONFIDENTIAL Subject to Protective Order IATS - 000549 SDNY_GM_02774654 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261294 EFTA01339922 Popover& Redact ton Ad Statement: 'The inatimation collected on this torn n neeestry to obtain ushodratiott to transmit inAmnion to the Interned4ml: Registry. The information ts a condition far the issund of a Mete istahDe avian code. We estimate that it will talcs approtormitely 10 minutes to complete the form Pleats note tInt any agency may IXII condu:l et seonsce. and a person is not remitted to tespond to. a collection of information unless it displays acurrently valsi OMB wool number. OMR 21204497. AUTHORIZATION CODE igN20190613101517 FAA ENTRY POINT FILING FORM INTERNATIONAL REGISTRY ?ARTY: (Al least one party Is required) Name ASI Wings LLC - seler Arid ress151 Farmington Avenue Hartford, CT 08158 Phon PARTY: Name Hyperlon Air, LLC -buyer Address Phone Electronic Address Electronic Address COLLATERAL: (Required) Aircraft Make/Model Serial Number US. Regblrallon Number ./ Keystone Neecooter 3.760 (Shown on Owe IR es 780790 N722JE SIKORSKY 5.78) Engine meaulbetureriMake Model Serial Number JURBOMFCA ARRIFL 262 42286 4220 ❑ Additional collateral listed on attachment ••••m•••••••••••••••••••i• ••••••• TYPE OF INTEREST: (At least one block must be trucked) ❑ Notice of Prospective International Interest, Prospective aSSIganttnl, prospective sale ❑ International Interest Ea Contract of Salt ❑ Discharge or Release ❑ Other (specify type) SUBMITTED BY: insured Aircraft TIN Seneca loc.4848 SW 38th Street. OKC. OK 73179 405-6814RM (ARI (came, address, telephone number) AC Form ISOSAIM(OL96) Page 1 of CONFIDENTIAL Subject to Protective Order IATS - 000550 SDNY_GM_02774655 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261295 EFTA01339923 Inter mional Registry - Authorisation Request Complete NUMAMKAJAMMW amosuausrn ra Authons6Ilon l.0000 uAnnIled APPLY REGISTER SEARCH DOCUMENTATION Page 1 of I 1m, ft Request Authorisations .u/u. „1,00066 I NA, Pending AulholIsalba C00600 &My II46m LIC lAmuiscson WICHTAY PAIS U76 'IAN 700760 "How Au TLC Ivil0MICA ARAD. 262 020 Au000.11O TUIMOMECA AFAML 0.10 4220 k amellw303*.Mos Typo Pita/001 PENCII0 0000 POIDINU ENURE PEAMIG iimaTtanT0IPIMiROMAmm• I WHITE 661,000000 I A30 0.0" I Crsolis I 0 0 I https://www.intemationalregistry.aero/ir-wcb/registration/authorisation/rcquest?execution=... 6/12/2019 CONFIDENTIAL Subject to Protective Order IATS - 000551 SDNY_GM_02774656 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261296 EFTA01339924 nternatinnal Rt :sistry - Authorisation Approved Subject: International Registry - Authorisation Approved From Date: 6/12/2019, 1.23 F9Vi To: Your request for authorisation to work on the aircraft object(s) below has been granted by Hyperion Air, LLC. Manufacturer: SIKORSKY Model: S-76 Manufacturer's Serial Number: 760750 Manufacturer: TURBOMECA Model: ARRIEL 252 Manufacturer's Serial Number: 42286 Manufacturer: TURBOMECA Model: ARRIEL S2S Manufacturer's Serial Number: 42285 For queries, please contact the International Registry helpdesk at: Email: Phone: loll 6/12/2019.2b0pM CONFIDENTIAL Subject to Protective Order IATS - 000552 SONY GM_02774657 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261297 EFTA01339925 International Registry - Authorisation Request Complete Page I of I API/10(.1,1bn Itepi.14SI 14.00011•4 IFOITHAllONAL REMO& OF NOME ASSETS APPLY REGISTER SEARCH 0OCUML I/ TA RON ~LIy1 Request Authorisations I SINI nitwit* Aullterk•110.1 liGeemb (miry Meta RIRiRI , ./Peron M. Lte OP:OROXY "AREA 111-RiOliCA - Holseen w. LLO TURSOMECA 'Shwa® of TH. AYE Thol 5 o HEUOCERI R PE?JOOC AMU. 282 ARIA E VOLE PEHCANG *KRIEL S2S Ono (M2IU PEAcoec vols....v. Roma, et MOW Ay. I t. • NI I 144 14/0 1 a Ivilpinfale oar toper tirsit I. Wu biomes I C.ttttIh t Imps://www.intemationalregistry.aero/ir-webircgistrationfauthorisation/request?execution). 02/2019 CONFIDENTIAL Subject to Protective Order IATS - 000553 SDNY_GN1_02 774 658 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261298 EFTA01339926 International Registry - At thorisation Request Complete INTISNOONAL riasure a MCOU ASSETS 441c/ sQ‘ APPLY REGISTER SEARCH OCCUPANTS HON Request Authorisations Page I of I Paw.Penang Hawn —, RATIPIPHT 0//y Hu. IdayAsone 'hio0.1 Y§X Tz• • S'S... e ...ASHIAnz LIS SPOIISH OIS ISDIW PELCOP TER POOH) ( ....-mu Mims. uC TURSOPECA APPIEL 2Iii 42246 ENGINE TERDIZ p../T.ATT I WITHAL< TIMbOliECA MARL 282 42205 CRONE PINCHES TZZAH Bozo) 3 Hanoi ITHIHPHOHPH a 5,4.. MHO •Lz no I z Ow....ilacHeynfi I Hoe Tulsa I ZHIRIIS I FAO I hups://www.intemationalregistry.aeronr-webfregistration/authorisation/request?execution=... 6/11/2019 CONFIDENTIAL Subject to Protective Order IATS - 000554 SDNY_GM_02774659 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261299 EFTA01339927 International Registry • Authorisation 1pproved Subject: International Registry - Authorisation Approved From: Date: 6/12/2019, 9:44 AM To: Your request for authorisation to work on the aircraft object(s) below has been granted by ASI Wings, LLC. Manufacturer: TURBOMECA Model: ARRIEL 252 Manufacturer's Serial Number: 42286 Manufacturer: TURBOMECA Model: ARRIEL 2S2 Manufacturer's Serial Number: 42285 Manufacturer: SIKORSKY Model: S-76 Manufacturer's Serial Number: 760750 For queries, please contact the International Registry helpdesk at: Email: Phone: I of I CONFIDENTIAL Subject to Protective Order 6/12/2019, 10:00 AM IATS - 000555 SDNY_GM_02774660 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261300 EFTA01339928 6012/X19 Subject: IR PUE Authorization - ASI Wings, LLC From: "Angie Risley" Sent: 6/12/2019 9:24:39 AM To: "IRClosings2" CC: Gilchrist IR team￾Lapriore, Steven J.'" Please be advised I have requested PUE authorization on behalf of ASI Wings, LLC for the below collateral. I have copied in their attorney as well as Steven Lapriore who an authorize this if you need them to. Please let me know if you are able to approve this PUE request or if there is anything else I need to provide. SIKORSKY S-76 s/n 760750 TURBOMECA ARRIEL 2S2 s/n 42285 and 42286 Thank you!! Angle Risley Escrow Agent / Executive Assistant to Kirk Woford-President Insured Aircraft Title Service, LW 21 E. Main Street, Suite 100 OKC, OK 73104 annierOinsuredatrcra .com ATTENTION: EFFECTIVE JANUARY 15, 2018, OUR NEW ADDRESS WILL BE 21 EAST MAIN STE. 100, OKLAHOMA CITY, OKLAHOMA 73104. Our business will be fully operational during the moving process. You will not experience any changes or delays in service during that time. Please update your records with our new address as of January 15, 2018. 111 CONFIDENTIAL Subject to Protective Order IATS - 000556 SDNY_GM_02774661 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 130 I EFTA01339929 CONFIRMATION OF ENTITLEMENT TO ACT FORM TO: The Registrar of International Registry of International Inten:sis in Aircrall Equipment AT: Email: )R Fax no: FORM Adm ' Back-Up Contact: Darren Indyke Entity: Hyperion Air. LLC Entity Postal Address: 6100 Red Hook Quarter. B3 Kirk Woford St. Thomas. USVI 00802 Entity Slate of Incorporation: USVI Relation of Administrator to Entity (select one) I Employee of CI Attorney for It Agent of ❑ Natural person acting in own capacity °Met Please describe: Entity Type (select one) T A legal entity legal entities acting jointly A natural person C Natural persons acting jointly Ober. Please diatribe: DECLARATION I confirm that the details noted in the Fonn above are correct and that, when 'roomed by the Registrar, the Administrator has authority to act as administrator for the Entity in acconlance with the Regulations and Procedures for the Intonational Registry and to: (a) Okra, amend, discharge, transfer the right to discharge or consent to registrations on the International Registry in which the Entity is a mimed party or is authorized to act for a named party, mid (h) carry out all other functions Man administrator and assume all of the ikweeni, obligations and responsibilities of an administrator set out in the Regulations and Procedure: for the hilanalitidal Registry. I confirm that the fiack-Up Contact noted above is the "hack-up contact" as described in the Regulations and Procedures for the International Registry. I confirm that I have the power to ad behalf f the Entity in eon finning Ow above nominations, WilhOltallinb, undertakings and details. Signature (cannot he signe Name (Please Print) Lawrence R Visoski. Jr. fri LE (Please Print) Manager (IM-MMM-YYYY) 6-11-19 y e Administrator) CONFIDENTIAL Subject to Protective Order IATS - 000557 SDNYGht_02774662 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261302 EFTA01339930 AI L INFARIvIeT!nN MUST BE TYPED SUPPLEMENTAL INFORMATION RE: BACK-UP CONTACT Entity's Web Address (if applicable): Na Email address for the back-up contact: Telephone number for the back-up contact Title for back-up contact: Attorney N722JE Current "N" Number, Registration, or Serial No.: VAT Number (this pertains to European Countries only): ,A7/ 44 CONFIDENTIAL Subject to Protective Order IATS - 000558 SDNY_GM_02774663 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261303 EFTA01339931 LLC STATEMENT SUPPORT OF REGISTRATION Hyperion Air, LLC a limited liability company of a United States Citizen and is eligible to register aircraft in its name. In this regard, we make the following representations: The full name of the Applicant LLC is Hyperion Air, LLC United States Virgin Islands The state in which the LLC is lawfully organized is October 19, 2012 The effective date of the LLC is The name of each of the members of the LLC and the type of entity of each member (i.e.: individual, corporation partnership, etc.) NAME TYPE OF ENTITY US CITIZENSHIP VERIFICATION I. Jeffrey Epstein LLC 0 yes& NO❑ 2. - Select Type Of Entity — 0 YES ❑ NO ❑ 3. - Select Type Of Entity — 0 YES❑ HO❑ This LLC is managed by: The managers, members or ofes of this LLC may act independently TEC NOD ••• • IF THE I.t.c IS MANAGED BY MEMBERS STOP HERE AND SIGN AT THE BOTTOM OF THE FORM •••• The name of each of the managers of the LLC and the type of entity of each manager: NAME TYPE OF ENTITY USCITIZENSHIP VERIFICATION 1. Lawrence P. Vlsoski, Jr. LLC 0 nsx NO❑ 2. - Select Type Of Entity — 0 YES ❑ NO ❑ 3. - Select Type Of Entity — 0 YES ❑ NO ❑ The undersigned certifies that he/she/it understands that an ISC, is eligible to register aircraft in is name provided that: at least lards of the managers or managing members are "US Citizens" within the meaning of 49 U.S.C. Section 40102(a)(I5XC) and: at least 75% of the voting interest or units is owned or controlled by persons who are "US. Citizens" of citizens of one of its possessions; and specifically that AN LLC CANNOT REGISTER AS A NON-CITIZEN CORPORATION. If any member of this LTC is not a United States Citizen as defined in 40IO2(e)05)(C) an explanation appears below to support the certification that this LTC is a "U.S. Citizen" as required by 49 U.S.C. Section 4010200(15K,- lhe undersigned hereby also certifies that the information given is true and correct and meets all citizenship specifications as are required by the Federal Aviation Administration. Hyperion Air, LLC Manager Title CONFIDENTIAL Subject to Protective Order IATS - 000559 SDNYGM_02775664 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261304 EFTA01339932 International Registry - Authorisation Request Complete Page I of I NlERNAIONAL REGISTRY CC VOW ASSL1S APPLY REGISTER SEARCH DOCUMENTATION Request Authorisations frier ',nay Atillierosahon Requests f rely Hwy ASA tLC A0 Wren ULC W.0$. 1.1.0 15000the lb, dl whits Illoubaberie MOM LON Tmn 300 SKY 340 >00/b0 HeLICOPICR 06.0•10 TORPOINC4 ARRIEL 202 OM ENGINE MONO TUI1CMECA MR6I61 42210 DONE 'MOM •0 “.••••"“*./ . .0hme. I r -ILN I 10 rtwolksta.ne Own.. Snrunarit I .10, 0 ,40,0 1 C-. , IT lutps://www.internationalregistry.aerMir-web/registrationtauthorisationtrequest?execution- ... 6/11/2019 CONFIDENTIAL Subject to Protective Order IATS - 000560 SDNY_GM_02774665 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261395 EFTA01339933 3OW7019 Subject: Re[4]: Purchase Agreement s/n760750 From: "Angie Risley" Sent: 3/28/2019 10:24:44 AM To: "Kammerer, Edward H." Attachments: IR DOCS KW.pdf; CREDIT CARD PAYMENT AUTHORIZATION.pdf Hi Ed, I just talked with the buyer regarding the International Registry and Hyperion becoming a user so I thought I'd send you the paperwork for ASI Wings to become a user as well. I'm not sure if you are already working on this but wanted to reach out just in case. The attached paperwork will need to be filled out and emailed back to me. The cost is $800 for a one year period and usually takes 2 days for the IR to process. Thank you! Angie Risley Escrow Agent / Executive Assistant to Kirk Woford-President Insured Aircraft Title Service, LLC 21 E. Main Street, Suite 100 OKC, OK 73104 ATTENTION: EFFECTIVE JANUARY 15, 2018, OUR NEW ADDRESS WILL BE 21 EAST MAIN STE. 100, OKLAHOMA CITY, OKLAHOMA 73104. Our business will be fully operational during the moving process. You will not experience any changes or delays in service during that time. Please update your records with our new address as of January 15, 2018. Original Message From: "Kammerer, Edward H." 114 CONFIDENTIAL Subject to Protective Order IATS - 000561 SDNY_GM_02774666 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261306 EFTA01339934 327,2019 Subject: N722JE From: "Angie Risley" Sent: 3/27/2019 2:46:18 PM To: "'Darren Indyke'" Attachments: IR DOCS KW.pdf; CREDIT CARD PAYMENT AUTHORIZATION.pdf Hi Darren Please see attached IR documents for Hyperion Air, LLC to become a user. The cost is $800 for a one year term and takes a couple of days to complete. As for the purchase price, in section 8.2 and 8.3, it basically just talks about the deposit. I don't see anything regarding the direction of the balance of the purchase price. Thank you! Angie Risley Escrow Agent! Executive Assistant to Kirk Woford-President Insured Aircraft Title Service, LLC 21 E. Main Street, Suite 100 OKC, OK 73104 a www.lr ATTENTION: EFFECTIVE JANUARY 15, 2018, OUR NEW ADDRESS WILL BE 21 EAST MAIN STE. 100, OKLAHOMA CITY, OKLAHOMA 73104. Our business will be fully operational during the moving process. You will not experience any changes or delays in service during that time. Please update your records with our new address as of January 15, 2018. 1/1 CONFIDENTIAL Subject to Protective Order IATS - 000562 SDNY_GM_02774667 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261307 EFTA01339935 2/28/7019 Subject: Re: N722JE Deposit From: "Nicole Moghbel" Sent: 2/28/2019 6:58:28 AM To: "Matt Walter" CC: Woford" "Larry Visoski" "Kammerer, Edward H." "Richardson, Thomas M." "Kirk Attachments: IR Credit Card.pdf; IR DOCS KW.pdf Matt, The total escrow fee will be $3400. We have not received a deposit assignment however I will prepare one and send it to the buyer for signature. Neither of the parties are current with the IR. We are happy to get them both set back up, I have attached out IR paperwork. Sincerely, Nicole Moghbel Executive Assistant to Kirk Woford-President Insured Aircraft Title Service, LLC 21 East Main Street, Suite 100 Oklahoma City, OK 73104 ATTENTION: WE HAVE MOVED. PLEASE NOTE OUR NEW ADDRESS. Original Messa e From: "Matt Walter" To: "Nicole Moghbel" Cc CONFIDENTIAL Subject to Protective Order "Kirk Woford" "Larry Visoski" a; "Kammerer, Edward 1/4 IATS - 000563 SDNY GM_02774668 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261308 EFTA01339936 Closing Packet CONFIDENTIAL Subject to Protective Order IATS - 000564 SDNY_GM_02774669 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261309 EFTA01339937 CONFIDENTIAL Subject to Protective Order IATS - 000565 SDNY_GM_02774670 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 I 3 10 EFTA01339938 Search term Q * Scot Search O MOP. Search 0 Keyword Scorch 0 Menu 617221E Ids 'wadi a new name NO Records Found Submit IsmslsramslmmIkem Foundation Risk Coverage PEP List Over 1.600,000 palatally exposed OWNS Pons 25Cu oatirldea Profiles T0tal Last 30 Days Arms Trekking 6 WMD 13197 195 Swoon Lists Realeme maillOrIng of al map sanction Ins Dag Traliclung 364494 4406 Mesh Liras Over 20 Embargo and anion fins (FBI. World Bank. Interpol. etc Enlacement 1603258 19236 Enlacement Lists /Jonnorng d over 1.300 finanoal enforcement aganoes Fraud 172654 3381 Global Sanction Lab 58996 3403 Athens Media Screcting of met 35.000 news sources Money Laundering 61341 879 Courts Martorina of aces border Invesbgelons PEP 1785188 44270 Maas' Over 600600 globe ef indin0uals Tea onsm 39295 772 Technology --_______. Wanted tranduan 57146 308 i Pnmry Nano Melding Arable. Chnese. Fwv. Grata aarmanc Japanese, Korean. Ryser.. Thai I . Primary Vague Idenulas Over 2.500.000 unarm dartnen ipltotos dales of teak passport numbers. naond I061 CONFIDENTIAL gasman? 200 LINNNNIs NI 'NM 1nea.8Cormanni ff'smaga - Rat 6 : Subject to Protective Order IATS - 000566 SDNY_GM_02774671 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261311 EFTA01339939 Search Term Q *Single Scotch 0Motion Sewn 0 Keyword Search MSN 7607SO 11 EulamIt a new name 0 Menu MMIIESSISCCSu n ti&21LSIN Rai 6: SUNNI MSN 760750 (13) M Names Country I Position Adusedd labour votalions • Class arse ID I PIC I AKA i ili ALL (13) Calegones i t 69 taminlenci3A, M$0.3N3 India Decent*. 3013 International Sanctioned Otte Mode ea li on Usl 1 < Monte Melia (I) 3 64 ifinktittP.W3131 Pakistan Added IOV.S Sureen ol Indulay and Sear*/ s EnMy Lial • May 26. 20i7. Enlatenwil < Entrooment (2) 4 82 Men 39 t Internat.:Mal Sandaled Entity Sancbon Uu a < Sanction List (9) 82 61,0416 Intern:Monti Sanctoned Enbly Sanction List < SOW) a TYPES '7 32 62 Man 449 mternabonal Sanction*, Emily Internale:nal Samliontel East, Sammie lisl Sanction Ust 1 1 4,1003115 SOMME 62 MMIllit International Sanlicnecl EM y Sanction Let Conies 9 82 Men 371. Intensional Sanctioned Entity Sandman List a 10 82 MuL171 irtamational San:toned Entity Sanction List a tit 82 tdsailA3 InteinallaNd Sandaled EnMy Sandal List 12 81 Mn 1159 nmnb Norway SOE invefred in ReieVnade liaadtbsiect by The aerie) SOE a 13 60 WS N R. tl Pretoria*, Pakistan SIOOMonlent Regulatory Authority for Poor perloimance (July 23.2018 Erkircerrent Jely 22. 2021) ≤oPNJAIO, 2015 Le ...Mid. Ai 1p1U remnied. _ G SY:isHiRDI ?than Sulist CONFIDENTIAL Subject to Protective Order IATS - 000567 SDNY_GM_02774672 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261312 EFTA01339940 Search Term Sngl4 Sewell O Muncie Search Cs Keyword Seaton HYPERION AIR LLC (S( I I ml HYPERION AIR LLC Mg Submit a new name Names it ALL 16) 1 93 12.209ONILIC Categories < Enticement (6) it Types ji 2 93 Hrpedon FowviatiNtit • Sources 96 tlykaficolltscaras Ltd Countries 4 62 Pittman Kg, 5 61 U.SP2900 ACquISitOn Corp 80 6K.fanglacy iMIssl CONFIDENTIAL Menu Submit I Country I Position UMed °sowed and Inca USO 438.000 States by U.S. Federal Trade COMmitheas Agreed to pay USD 1250.000 to resdve False Olsen* Ad atogancos • NOVOITIbe N. 2017 Cease bade Ottler revoked by Crash Canada Cotentin Securities Comrrialian - Match 29.2016 F nod HVF 149000 by The Competition Coornseon Ice swooned practises • Match 21. 2017 Regal/Mon re won lot (along toile peoodc 'worts • August 22. 2016 tree as company tothota. Jaw regaboson by We Karit0 lord rin.inCe ESseau • Ja!jr 26 2017 Unto state, Hunt/a). Menem Covolnht, NIS tesIsHosIs Al tights reserved rcirs.,.SCtyptSI 2n, I Pfty,K Home I Settings I &es at n I Sin I la Ifni ; a g Class I ID I PIC I AKA I F Eri0f01.11011l Enforcement Eriercemoni Enticement Enforcement EMOI0Offell Subject to Protective Order IATS - 000568 SDNY_GM_02774673 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261313 EFTA01339941 Search Term Q Ar Sonde Search 0 search JEFFREY E EPSTEIN 0 hemmed sewn tic seam a new name Q Menu se seI Nil-Nli S ACC I aL Uri rt. Sandi Pj a JEFFREY E EPSTEIN (4) I MI Nal11•8 Country I Position I Class I ID I PIC I AKA F AU. (4) , I 97 Posey, danieladeraid Umed Saes Frond or Canard John Trump. St. President of the IMAM Maas PEP 0 Ed MI Calepries Agreed to pay 57Z 532 00 chd penalty < Enforamenl(3) !I2 95 Eralmaclktc6. Unite Steles to salts near temp ceases • Apu 22 2004 Eriotounred < PEP (I) IR Types 3 95 Euravearlatil Unled Sixes Censured and fined USD 6,503 Ice mating Cormeled Deelernant al Brinang Ruses • Day 25.1999. Enlacement • Sources 64 atm). Cement./ United Stales Registration mated la olden el the PCAOR Rule • ley 6.2014. Enlorceenera II Sc ., CONFIDENTIAL ciatarau 20ts LnitIlagis. NI rights reserve!. tiratiCynattgb I pro xv Pc v Subject to Protective Order IATS - 000569 SDNY_GM_02 774674 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261314 EFTA01339942 Q Menu Search Term Hose kis I draml l e a Me : &Nt Search C)muitipie Search ASI WINGS Keyword Search WE ;181,88 AS' WINGS LLC ( 4) I M I Hamm LLC a new name Submit Poeltion Class PlC I ID I AKA I I Country IS ALL (4) I SI ast Neterlends Agreed lo pay a penalty d USD 750.000 for iholiong Innen Transactions Reekeans • March% 2010. Enforcemenl 0 2 611 Categ0reS < Enforcement (3) 2 i 81 M Urtted States USEW8ded Party Ordered le pay USO 100.000 m fru fa conspinng to Enforcement 2 < SCE (1) el Asj Netherlands %idea the In's/national Emergency Economic Powers Act • June 12. 2012 Enforcement Typos 4 al eite Russian Fecletelen SOE Involved in Pubic Service. SOE O Sources Countries ComtlahIL28818I-mime/A. NI reMs rammed. !,snr.Ateatieesl Prwanrasy CONFIDENTIAL Subject to Protective Order IATS - 000570 SDNY_GM_02774675 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261315 EFTA01339943 erleMe at Any Foam LexisNexis• any ew tared Mcrae lido 8•Mce 10•Apris2010 i2:58 pin Comments: Entity Name Alines Category Sub Category Level Data Sauce Deagnabon Primary Country Case IS Upaded Entity ID I *ddltlenal Infornwilon Aetna. Inc Not Available Enforcement Fraud WA US•Neww Jersey Office of the Attorney General and Department of Law 8 Public Safety Not Available United States Agreed to pay USD 935,00D in civil penalty for Privacy Violation - January 30. 2019. 01•February-2019 9480192 According to the US.Califomta Attorney General: January 30.2019; California Attorney General announced a USD 935,000 settlement resolving allegations that Aetna Inc. (Aetna) violated California health privacy laws in connection with its 2017 breach of patient confidentiality. Due to a mailing error. a vendor for Aetna sent letters to 1,991 Californians that revealed through an oversized clear window on mailed envelopes that the recipient was taking HIV-related medication. Aetna Is a health insurance company based in Connecticut. On July 28, 2017. Aetna mailed letters to approximately 12.000 people nationwide. including 1,991 Californians. The letters revealed through an enlarged window on the envelope that the recipient was taking HIV•retaled medication. Attorney General Becerra alleges that by breaching its customers' confidential medical information, Aetna violated state law, Including the Confidentiality of Medical Information Act, Health and Safety Code section 120980, the State Constitution, and the Unfair Competition Law. According to the U.S. New Jersey Office of the Attorney General and Department of Law 8 Public Safety; October 10, 2018: Aetna, Inc entered into a settlement agreement to resolve allegations that the company improperly disclosed protected health information of thousands of Americana including hundreds of New Jersey residents. The settlement Is the result of a multistate investigation focused on two separate privacy breaches by Aetna that occurred In 2017, one involving a mailing that potentially revealed information about addressees' HIV/AIOS status. the other involving a mailing that potentially revealed individuals* Involvement Ina study of patients with atrial fibrillation. Now Jersey coordinated with Connecticut. Washington and the District of Columbia in conducting the Investigation and negotiating a resolution. Under the tonne of the settlement, Aetna will put in place policy, protocol and training reforms designed to safeguard individuals' protected health Information, and ensure the confidentiality of mailings containing that information. The company also will hire an independent consultant to evaluate and report on its privacy protection practices, and to monitor Its compliance with the settlement's Injunctive terms. In addition. Aetna will pay a civil penalty of USD 365,311.59 to Now Jersey. Reported Ada ssssss Address Cay Stare,Pravnre Country Pinta! Cede 151 Farmington Avenue Hartford Connecticut United States 06156 indiVIdua I Source, Not Available CONFIDENTIAL Subject to Protective Order IATS - 000571 SDNY_Gh1_02774676 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261316 EFTA01339944 Relationships Family Na relationships availed. Associated Individuals No ecirmantaps realsta• Related Comp•nles And Organizations No relationships available Source Link(s) tillefaLPALC•arnthatesLomtsrtekeSidfirilalttaraletIlt=rpt.aanounces.935O0.taillerrent.esna-or nuatuttralaamotrazosofeesealcaesicaSSULfirstawarw?ougataLd ..615542 blirsitorcuAL0axaarardeasesIll/Atto•AMtdif bilixt.:WarnAlsaagMcsauSitilSaalbinIttalkAtcll OocuM•nts Unknown Legal Notice The Infeemallon contained In this areas Is derNed from public sources such as government and industry global watch lists and published news articles. LexistlexleS is not the source of the data end Is not responsible for the content of third party sources. LexisNexhie does not determine any positive or negative risks associated with the monied entity. These recisions are solely determined by our clients u mandated by with their applicable regulatory obligations. CONFIDENTIAL Subject to Protective Order IATS - 000572 SDNY GM_02774677 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026B 17 EFTA01339945 ARAUTP22 AIRCRAFT REGISTRATION SYSTEM 03/27/19 ARAUTM30 LIMITED LIABILITY INQUIRY 13:48 Phase Name EffectiNe Date Expire Date Limit/Restrictions : : : ASI WINGS LLC (DE) 10/29/1998 NONE Authorized Signer 1. MEMBEA 2. 3. 4. Accept Date : 12/22/2009 Accepting Examiner : Christine Mounger Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- OPT MAIN PREV CONFIDENTIAL Subject to Protective Order IATS - 000573 SDNY_GM_02 774678 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261318 EFTA01339946 0 To: Federal Aviation Administration Civil Aviation Registry 0 Aircraft Registration Branch P.O. Box 25504 ki e Oklahoma City, OK 73125 lt? 0 0 0 Date: November 30, 2009 Re: Statement in Support of Registration of United States Civil Aircraft in the name of a Limited Liability Company Ladies and Gentlemen: AS! WINGS, LLC (the "LLC"), is a citizen of the United States as defined in 49 U.S.C. § 40102(a)(15), and is eligible to register aircraft in its name. In that regard, the following representations arc made: 1. The LLC is lawfully organized in the state of Delaware. 2. The effective date of the LLC is October 29, 1998. 3. The name of each of the members of the LLC and the type of entity of each (i.e. individual, corporation, partnership, or LW) arc as follows: Name Type of Entity U.S. Citizen Aetna Inc. Corporation Yes X No 4. The LLC is managed by the sole member and the member may ac independently. 5. The member named above is a citizen of the United States as defined in 49 U.S.C. 40102(a)(15). ASI WINGS, LLC By: Aetna Inc., Managing Member 4; 610,1PAS Name: 1 eliYld& C51- 13 rook_ Title 501133y2:03 173 it CONFIDENTIAL Subject to Protective Order IATS - 000574 SDNY_GM_02774679 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261319 EFTA01339947 V101014V1NO ALIO MORINO LSZIWd OT 330 6002 t101P18/9103U .1.11/8011117 Vtii H111.103113 CONFIDENTIAL Subject to Protective Order IATS - 000575 SDNY GM_02774680 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261320 EFTA01339948 Aetna - Wikipedia WI KIP ED IA Aetna hupsfien.wikipedia.orgAviki/Actna Aetna Inc. (rstna/) is an American managed health care company that sells traditional and consumer directed health care insurance and related services, such as medical, pharmaceutical, dental, behavioral health, long-term care, and disability plans, primarily through employer-paid (fully or partly) insurance and benefit programs, and through Medicare. Since November 28, 2018, the company has been a subsidiary of CVS Health. The company's network includes 22.1 million medical members, 12.7 million dental members, 13.1 million pharmacy benefit management services members, 1,200,000 health-care professionals, over 690,000 primary care doctors and specialists, and over 5,700 hospitalsi2) Aetna is the direct descendant of Aetna (Fire) Insurance Company of Hartford Connecticut.i3i The name of the company is based on Mount Etna, at the time the most active volcano in Europe.14) Contents History Timeline 1810s 1850s 1860s 1870s 1880s 1890s 1900s 1910s 1960s 1970s 1990s 2000s 2009 2010 2012 2015 2017 2018 Fines, lawsuits and settlements I 01 IS CONFIDENTIAL Subject to Protective Order Aetna Inc. aetnaLi Type Industry Founded Founder Headquarters Area served Key people Products Subsidiary Managed health care May 28. 1853 (as Aetna Life Insurance Company) Eliphalet Adams Bulkeley Hartford, Connecticut. United States United States and expatriots Mark Bertolini (Chairman and CEO) Karen S. Lynch (President) Thomas Sabatino (General Counsel) Richard di Benedetto (Vice President. Aetna International) Health insurance Number of 49.828 (2017) employees Parent CVS Health Website www.aetna.com (https://www.aetna.com) Footnotes / references (11(21 Metna. The original stylized Aetna logo 3/27/2019, 1:51 PM IATS - 000576 SDNY_GM_02774681 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261321 EFTA01339949 Aetna - Wikipedia https://en.wikipcdia.org/wikiTheina 1999 2000 2001 2002 2003 2007 2009 2010 Life insurance policies on slaves Lobbying and campaign contributions Reviews Current leadership See also References External links History Timeline 1810s • 1819: Henry Leavitt Ellsworth, Yale graduate and attorney, becomes second president of Aetna (Fire) Insurance Company, succeeding Thomas Kimberly Brace. Ellsworth, who tater became the first U.S. Patent Commissioner, served as Aetna's president for two years until 1821. when he resigned, but he continued as a director for another 16 years. Ellsworth's brother, William Wolcott Ellsworth, also served as a director, as well as the company's first general counselisi 1850s • On May 28, 1853, the Annuity department separated from Aetna Insurance to be incorporated as the Aetna Life Insurance Company, with Eliphalet Bulkeley as president$611(The fire insurance company went on to become part of Connecticut General, which merged into Cigna.) • On November 29, 1853, J. B. Bennett was appointed general agent of the company.NI • 1854 Aetna hired its first full-time employee, Thomas O. Enders, later to become company president.141 • 1857 Aetna moved to new offices on Hungerford and Cone Streets in Hartford. The Panic of 1857 struck Hartford and the nation, causing the closing of all but one bank and many other businesses. Eliphalet Bulkeley blocked a move to liquidate the company during the economic downturnill • The Aetna Insurance Company issued life insurance policies on an undetermined number of African-American slaves, naming their owners as beneficiaries.l9) 1860s • 1861 - Aetna began offering participating life insurance policies which paid dividends to policyholders just as the mutual life insurance policies did. Aetna introduced its new service with a promotional effort including higher commissions for its agents while most companies were cutting back due to the outbreak of the American Civil of IS CONFIDENTIAL 3/27/2019, I:51 PM Subject to Protective Order IATS - 000577 SDNY_GM_02774682 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261322 EFTA01339950 Aetna - Wikipedia haps://en.wikipedia.org/wiki/Aetna War and the consequent loss of premium payments from Southern policyholders. However, the death toll of the war coupled with the booming wartime economy caused an expansion of the life insurance business to match Aetna's expansion 141 • 1865 - By 1864 Aetna had increased its volume of business by 600% over 1861 and its annual premium income ninefold, exceeding one million dollars. As a result, Aetna possessed the financial stability and resources it needed to meet the stringent regulatory requirements placed on life insurance companies in Massachusetts and New York; by 1865 the company was authorized to begin soliciting business in these state • 1867 - Company income rose from $78,000 in 1861 to $5,129,000 by 1867. Aetna moved to its third home office at 670 Main Street, Hartford. By 1924, Aetna had 94 million dollars, 43% of its assets, invested in farm mortgages.(4) • 1868 Aetna altered its business practices, hiring its first actuary and abandoning the half-note premium system in favor of an all-cash premium plan. 1870s The Aetna headquarters building in Hartford, designed by renowned architect James Gamble Rogers, is the largest colonial-revival building in the world • 1872 - Eliphalet A. Bulkeley died and Thomas 0. Enders became president 141 • 1878 - Aetna increased its capitalization from $150,000 to $750,00041 • 1879- Enders' failing health forced him to resign and Eliphalet Bulkeleys son Morgan G. eulkeley replaced him.141 1880s • 1888- Aetna outgrew its old offices on 670 Main Street in Hartford and purchased its fourth home office, next door at 650 Main Street; the first building Aetna actually owned, and Aetna's home office for the next 42 years.(41 1890s • 1891 - Aetna issued its first accident policy, purchased by Morgan Bulkeley himself.141 • 1892 - Aetna held its first general agents conference in Chicago HI • 1899- Aetna became one of the first publicly held insurance companies to enter the health insurance field.PI 1900s • 1902 - Aetna created an Accident and Liability department to offer employers' liability and workmen's collective insurance, in reaction to the growing strength of the Progressive social reform movement. This would become the cornerstone of the Aetna Accident and Liability Company.14) • 1903 - An Engineering and Inspection Division was created to improve workplace_ safety.(4) • 1904 - Aetna introduced its first cerperate seal, conveying Aetna's status as the largest life insurer in the world writing accident, health and liability coverage; the logo portrayed the companys home office bursting out from within a globe, with large block typeface spelling out Aetna's ranking.(41 • 1907 - Aetna created a casualty subsidiary to handle items such as automobile property coverage; Aetna soon began aggressively expanding into related lines such as collision and damage. This business developed into the Aetna Casualty and Surety Company.(4) • 1908 - Aetna hired its first home office female employee (Julia Kinghorn, telephone switchboard operator), the 1 of 15 CONFIDENTIAL Subject to Protective Order 3/27/2019, 1:51 PM IATS - 000578 SDNY_GM_02774683 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261323 EFTA01339951 Aetna - Wikipedia first of what has become more than two-thirds of Aetna's employeesi41 1910s hups://cn.wikipedia.orgAvikiffietna • 1910- Under the management of E. E. Cammack, Aetna began using Hollerith punched cards machines for tabulating and hired 35 women to input mortality statistics on keypunch machines. the company's first female home office clerks.t41 • 1911- Aetna began its first national advertising campaign. The same year. Aetna formed a bond department to market fidelity and surety coverages.t41 • 1912- Aetna introduced the first combination automobile policy, with several separate types of coverage combined into one contract. Several Aetna insureds were killed on the RMS Titanic.I4) • 19/3 - Aetna formed its second affiliate, the Automobile Insurance Company, to write fire insurance on cars. This soon expanded to include windstorm, tornado, leasehold, and ocean and inland marine insurance. Aetna formed a Group department to sell group life insurance, one of the first insurers to do so; the first step towards Aetna's current health care business.I4I 1960s • 1960 -Aetna expanded outside the U. S., buying a Canadian company, Excelsior Life Insurance Company. In 1968, it bought a majority interest in Producers and Citizen's Cooperative Assurance Company, of Sydney, Australia. In 1981, it bought a 40% interest in two Chilean companies, and soon thereafter invested in ventures in England, Spain, Hong Kong, Taiwan, Indonesia and Korea. 1970s • 1970- Aetna's Pension, Casualty and Life Division under the direction of B.E. Burton, President and Lead Actuary, saw billion-dollar growth in the post-ERISA pension administration segment that placed Aetna in the top S global pension and investment asset management and recordkeeping firms in the world, with over $11.8 billion (US) in new sales and assets under management during the decade. 1990s • Between 1996 and 1999, Aetna initiated a series of company acquisitions. In 1996, Aetna acquired U.S. Healthcare. founded by Leonard Abramson 1101In 1998, Aetna bought NYLCare Health Plans for $1.05 billion, adding 2.2 million members. The next year, it bought Prudential HealthCare for $1 billion, making it the largest provider of health benefits in the U. S., with more than 21 million members. The company spent more than $20 million to revamp its computer systems, enabling the company to identify and discontinue unprofitable accounts. Wth this new and extensive information about policyholders, new management, and a shift in strategy, Aetna sharply raised premiums on less profitable accounts. Within a few years, Aetna shed 8 million covered lives due to premiums that customers could no longer affordin) 2000s • 2000- Aetna hired John Rowe as CEO and executive chairman. Rowe cut approximately 15.000 jobs and raised insurance premiums by 16 percent per year. In 2002, He also shrunk Aetna's customer base from 19 million members to 13 million by abandoning unprofitable markets, including almost half of the counties nationwide in which it offered Medicare products 1121131 • 2000- Aetna sold its financial services and international businesses to iNgGroup for $7.7 billion, spun off its health business to its shareholders, thus focusing its business as an independent health and group benefits company. • 2001 - Aetna recruited global public relations and marketing executive Roy Clason, Jr. to lead the companies reputation management strategies during Aetna's multi-year corporate tumaround campaign. • 2006- John Rowe ended his 65 months as CEO and executive chairman of Aetna; during his tenure, the former Harvard geriatrician earned $225,000 a day (including Sundays and holidays) 1141 4 of 15 CONFIDENTIAL 3/27/2019, 1:51 I'M Subject to Protective Order IATS - 000579 SDNY_GM_02774684 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261324 EFTA01339952 Aetna - Wikipedia hupsfien.wikipedia.ors/wikithetna • 2007 - Aetna chief medical officer Troy Brennan told the Aetna Investor Conference that. The (U. S.) healthcare system is not timely. " He cited "recent statistics from the Institution of Healthcare Improvement... that people are waiting an average of about 70 days to try to see a provider. And in many circumstances people initially diagnosed with cancer are waiting over a month, which is intolerable. "PSI • 2007- Aetna acquired plan operator Schaller Anderson in July, signaling a push into the growing business of running plans for Medicaid and the State Children's Health Insurance Program.061 • 2008 - Aetna CEO Ron Williams received $38.12 million in executive compensation - the highest annual compensation in the insurance sector and the 22nd-highest compensation of all American CEOs.iwive] • 2008 - Aetna began offering pet health insurance in Alabama. District of Columbia. Idaho, Iowa. Montana North Dakota and Texas, with plans to quickly expand to all 50 states. "As the new underwriter for Pets Best policies. we look forward to working closely with Pets Best and the AVMA GHLIT to extend the reach of the pet insurance industry to bring trusted, affordable pet health insurance products to pet owners nationwide, " said Gretchen Spann. Aetna's head of pet insurance 11s) 2009 • On September 22, more than 200 people gathered in front of Aetna's Hartford headquarters to call for a public health insurance option they said is essential to true national health care reform. The insurance industry, including Aetna, has opposed a public option.i201 • On October 2, Connecticut Attorney General Richard Blumenthal and Healthcare Advocate keyin P. Lembo asked Aetna and four other insurance companies for information the companies may have sent policyholders regarding the impact of proposed legislation on Medicare Adventsiget and prescription drug programs. According to Blumenthal, some insurance companies exaggerated or stretched the impact of health care reform.1211 • On November 3. US Senator Tom Harkin, chairman of the Committee on Health, Education Labor and Pensions, launched an investigation into health insurance pricing, asking Aetna and three other major insurers to justify their pricing practices. The investigation began after small business owners testified before Hathin's committee that skyrocketing health care premiums were severely hurting their livelihoods.1221 • Aetna announced the layoff off 3.5% of its work force, 625 employees, and a similar number of reductions early in 2010. The cuts included 160 jobs in Connecticut.(23124) "Streamlining our business now will enable us to improve our competitiveness and redirect resources to areas with a greater potential for future growth, " said Aetna CEO Ron Wfilliams.i25I • On November 30, Aetna CEO Ron Wlliams told analysts that Aetna would increase prices in 2010 and force 600,000 to 650,000 Aetna customers to drop their coverage.P6] Aetna President Mark Bertolini justified the move as "ensuring that each customer is priced to an appropriate margin. 427) Aetna chief executive Ronald Williams owns 7.6 million Aetna stock and options. • Aetna filed a $4.9 billion correction to its 2008 health insurance regulatory filings on December 7. 2009. The new filings show that Aetna spends less on small business health care than previously reported. "Health insurance companies have a duty to provide accurate financial information both to consumers and to their regulators about how much money they actually spend on health care and how much they spend on profits, on executive salaries, and on figuring out how to deny care to people when they really need it, • said Senator Jay Rockefeller, Chairman of the U.S. Senate Committee on Commerce Science and Transportation. "Unfortunately, it looks like Aetna and other health insurers haven't been taking this duty very seriously. I'm disappointed that my Committee had to launch a full-scale congressional investigation to get these companies to meet their basic reporting obligations. 1281 • December 29: Aetna chief executive Ron Williams owns approximately 7.6 million Aetna stock and options. The price gain for Aetna stocks of $8.50 from October lows to December 29 adds at least $37 million in value to holdings.129) 2010 • On February 3, Aetna laid off more than 100 Connecticut workers. This followed the lay off of 160 Connecticut Aetna employees in November 20099°1 • In April, Aetna notified policyholders that it was in a contract dispute with Continuum Health Partners and that its contract with Continuum Health Partners would lapse as of June 5, 2010. Continuum Health Partners comprises foe major New York City hospitals: Beth Israel MedicalCenter, Roosevelt Hospital, St Luke's Hosplat, Long Island College Hospital and New York Eye_ and Ear Infirmary. The June 5th date passed and the contract lapsed. 5 of is 3/27/2019, 1:51 PM CONFIDENTIAL Subject to Protective Order IATS - 000580 SDNY_GM_02774685 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261325 EFTA01339953 Aetna - Wikipedia Imps://en.wikipedia.orthviki/Aerna an outcome that could mean much higher costs for thousands of New Yorkers.1311 Aetna is obligated in its contract with doctors to retain those doctors in-network for a policyholder for a period of a year or until the expiration date of the policyholder's contract, whichever comes first. Aetna did not inform policyholders of this fact. Continuum Health provided a form to policyholders to make this request.P2I U. S. Senator Kirsten Gillibrand has asked executives of Aetna and Continuum Health Partners to re-enter negotiations, saying, 9 urge you to re-enter negotiations on a new three-year agreement for reimbursement rates, for the sake of the patients that need health coverage. '(331In July, the Faculty Union of Pratt Institute, United Federation of College Teachers Local 1460, prepared a letter to Aetna expressing their unhappiness over the temiination of the contractPli • In June, Crystal Run Healthcare, a 170-doctor group practice in Orange County, New York and Sullivan County, New York, announced that it would terminate its contract with Aetna on July 31, 2017 (35X361Crystal Run stated that, "Aetna proposes to pay us significantly less than other commercial health care plans with whom we contract. Despite good faith efforts, we cannot come to an agreement at this time. We want to afford every opportunity to our patients to make informed choices regarding their health care coverage. "Aetna replied, "It is extraordinary that a responsible physician group would alarm patients in this manner more than a year before there could be any impact to those patients. 431 • On September 9, Aetna announced that it would demolish its 1,300,000-square-foot (120,000 m2) structure in Middletown, Connecticut that once housed approximately 5,000 Aetna employees on a 261-acre (1.06 km2) campus. Aetna has not said exactly how it will redevelop the site, although a data center currently located there will remain regardless of future plans.Pal 2012 In June 2012, Aetna and Inova Health System announced a joint venture creating a new health insurance company, Innovation Health.139)14°1 Aetna introduced a company new logo with effort to establish themselves as a more consumer-focused brand. The logo was designed by New York-based Siegel+Gale.(411 2016 On July 3, 2015, Aetna announced that it planned to acquire Humana for US$37,000,000,000 in cash and stock,(42) or US$230 a share(43) Aetna and Humana shareholders would have owned 74% and 26% of the new combined oompany.143) The acquisition was subject to United States government approval and was expected to close in late 2016,t421 2017 On January 23, 2017, a federal judge blocked Aetna's merger with Humana, saying it would leave senior citizens with fewer options for Medicare coverage,I44114511461On February 14, 2017, Aetna Inc. and I lumana Inc. officially quashed a 834 billion merger agreement, after judges ruled against the merger for a second time.1471 In June 2017, the company announced plans to move its headquarters to New York City in late 2018.1g8J After CVS announced the acquisition of Aetna in December 2017, CVS announced that the company's headquarters would remain in Hartford, scrapping plans to move to New York City.(49) On December 3, 2017, CVS Health announced the acquisition of Aetna for S69 billion[ (5°115'1(52) Larry Merlo became chief executive of the two brands(5a) 2018 On February 11, 2018, CNN reported that the California Department of Insurance launched an investigation into Aetna following sworn testimony from Dr. Jay Ken Iinuma, a former medical director for the insurer, in a lawsuit 5 of 15 CONFIDENTIAL Subject to Protective Order 3/27/20)9, 1:51 PM IATS - 000581 SDNY GM_02774686 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261326 EFTA01339954 Aetna - Wikipedia htips://en.wikipedia.orglwikitAetna against the insurer in which he revealed he never reviewed any patients' medical records when deciding whether to approve or deny claims for coverage.fml The California Insurance. Commissioner, Dave Jones, issued a statement confirming the investigation the following day.15$1 On February 27, 2018, the ranking members of the Senate Committee on Finance and Committee on Health, Education, Labor, and Pensions, Senators Ron Wyden and Patty Murray, issued a letter to Aetna demanding further information regarding Dr, linuma's testimony and the insurer's medical claims determination and patient appeal processes.t561 On November 28, 2018, CVS Health completed the acquisition of Aetna. 157KS81 Fines, lawsuits and settlements 1999 • A jury in California awarded $116 million in punitive damages for "malice, oppression and fraud" to a patients widow who contended he died after a subsidiary of Aetna delayed approving treatment for stomach cancer that its own doctors had recommended. Lawyers on both sides called it the largest such verdict against a health maintenance organization. In 2001 a settlement was reachedisne°161I 2000 • The U.S. Court of Appeals affirmed a $1,855,000 federal jury award for Brokerage Concepts Inc. (801) against Aetna U. S. Healthcare (formerly U. S. Healthcare), its Pennsylvania subsidiary, and one of its former senior executives, Richard Wolfson. In its suit, BCI accused Aetna U. S. Healthcare of tortious interference with contractual relations. BCI alleged the managed-care company used its economic power in the business of prescription drug sales to coerce one of BCI's clients, the "I Got It at Gary's" pharmacy chain, into using another Aetna U. S. Healthcare subsidiary, Corporate Health Administrators, as its health benefits management firm. According to the suit, Aetna U. S. Healthcare threatened to drop Got it at Gary's" from its pharmacy network if the company didn't switch to Corporate Health Administrators (521 2001 • The Maryland Insurance Commissioner ordered five Maryland health plans to pay a total of $1.4 million in penalties for failing to comply with the state's claims payment practices; Aetna was cited twice and ordered to pay the largest fine of $850,000.P' • The State of Texas fined Aetna $1.15 million for failing to promptly pay doctors and hospitals for services. Texas Insurance Commissioner Jose Montemayor also ordered Aetna to pay restitution to physicians and health care providers who did not receive timely payment for claims.1641 2002 • The New York Department of Insurance fined Aetna US Healthcare and UnitedHealthcare a total of $2.5 million, citing a litany of bungled claims, improper treatment denials, unlicensed health insurance agents, and poorly performing claims processors using out-of-date softwarefe4) • Aetna agreed to streamline communications, reduce administrative complexity, and improve the quality of the health care system, ending litigation between Aetna and 700,000 physicians and medical societies. The physicians' lawsuit, settled for $470 million, charged Aetna with systematically reducing payments to physicians and overriding their treatment decisions$6I 2003 7 of 15 3272019. I:SI PM CONFIDENTIAL Subject to Protective Order IATS - 000582 SDNvGM_02774687 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261327 EFTA01339955 Aetna - Wikipedia hups://en.wikipedia.orewiki/Aetna • Aetna and the American Dental Association (ADA) announced a class-action settlement by dentists who accused Aetna of interfering with dental procedures to cut costs and forcing dentists to comply with excessive paperwork. The settlement called for Aetna to pay $4 million to 40,000 to 50,000 dentists and $1 million to the ADA Foundation, a charitable groupie') • Georgia Insurance Commissioner John W. Oxendine fined Aetna's Prudential Health Plan $100,000 for violating Georgia's prompt pay law by delaying claims payments. Aetna companies had been fined four previous times by Oxendine's office, in 2000 and again in 2002, for a total of 5411,20008i 2007 • The New Jersey Department of Banking and Insurance filed an administrative order levying a $9.5 million fine against Aetna for refusing to appropriately cover certain services provided by out-of-network providers —including emergency treatment—in violation of New Jersey rules and regulations.t691 2009 • Former Aetna employee Cornelius Allison of Darby, Pa., filed suit against Aetna in U. S. District Court in Pennsylvania after hackers gained access to a company Web site holding personal data for 450,000 current and former employees as well as job applicants. The suit charged Aetna with ngilkience, breach of contract, negligent misrepresentation and invasion of pnwacy.l'el • The Arizona Department of Insurance fined Aetna Life Insurance Company and Aetna Health, Inc. after examination of their practices exposed multiple violations of Arizona insurance laws. The department found that Aetna violated significant state laws governing important areas of health insurance operations, including Aetna's: failure to provide policyholders with information about their rights on appeals of medical claims or services denials; failure to acknowledge receipt of policyholder appeals; failure to notify policyholders about appeal decisions/outcomes; and, in some appeals involving the denial of services for potentially life-threatening conditions, failure to inform policyholders of their decision within the required, expedited time frames.171) 2010 • Aetna paid a $750,000 fine as part of a settlement with the New York Insurance Dmmtment related to the company administering an affordable healthcare plan for the state. Aetna's violations included failing to provide a required 30-day notice of rate increases to about 946 members in 2007, failing to provide notice to 1,406 terminated workers of their rights to convert to another policy, failing to report enrollment data from May 2007 through August 2008. and failing to respond to Insurance Department requests for data in March 2008.172) Life insurance policies on slaves In z000 Deadria Farmer-Paellmann, head of the nonprofit Restitution Study Group of Hoboken, New Jersey, disclosed that from approximately 1853 to approximately 186o Aetna had issued life insurance policies to slaveowners covering the lives of their slaves (731 Aetna acknowledged that concrete evidence exists for Aetna issuing coverage for the lives of slaves and released a public apologyP4I In 2002, Farmer-Paellmann brought suit against Aetna and two other companies in federal court asking for reparations for the descendants of slaves. The lawsuit said Aetna, pmc and Fleet were "unjustly enriched" by "a system that enslaved, tortured, starved and exploited human beings." It argued that African-Americans are still suffering the effects of 242 centuries of enslavement followed by more than a century of institutionalized racism. The complaint blamed slavery for present-day disparities between blacks and whites in income, education, literacy, health, life expectancy and crime.I91 S of 15 CONFIDENTIAL Subject to Protective Order 3/27/2019, 1:51 PM IATS - 000583 SDNY_GM_0277468-B SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261328 EFTA01339956 Aetna - Wikipcdia hups://en.wikipedia.org/wikiMetna This suit was dismissed, and the dismissal largely upheld on appeal 175)(761 In 2006, Farmer-Paellmann announced a nationwide boycott of Aetna over the issue of reparations for its policies covering slaves. Aetna stated that its commitment to diversity in the workplace and its investment of over 36 million dollars in such areas as education, health, economic development, community partnerships, and ininorit unted business initiatives in the African-American community are more effective at aiding descendants of slaves and African-Americans in general than making restitutions for Aetna's life insurance policies on slavesinfftallniaai 1811(82) Lobbying and campaign contributions Aetna has spent more than $2.0 million in soot) on loblyi ing.iaai The company spent $809,793 between January 2009 and the end of March 2009-Up 41 percent from the same period in zoo8S8411 Aetna's campaign contributions include more than $110,000 to US Senator Lieberman (ID-CT) in zoogiasi From 2005 through 2009, Aetna contributed $56,250 to Senator Max Baucus (D-MT), chairman of the Senate Finance Committee,making Aetna the senator's seventh highest contributor over that time period (851 Reviews In the California Health Care Quality Report Card 2O11 Edition, Aetna received 2 out of 4 stars in Meeting National Standards of Care and 1 out of 4 in Members Rate Their HMO.0371In the California Health Care Quality Report Card 2010 Edition,liaal Aetna received 3 out of 4 stars in both Meeting National Standards of Care and How Members Rate Their HMO, for a rating of "Good" (out of "Poor, " "Fair," "Good, " or "Excellent").(881 Current leadership • Mark Bertolini became CEO of Aetna on November 29. 2010, and chairman on April 8. 2011.1691 • Karen S. Lynch (Rohan) is the President of Aetna. • Steven B. Kelmar is Executive Vice President of Corporate Affairs and Chief of Staff to the CEO and Chairman. Math Bertolini. • Thomas Sabatino is Executive Vice President and General Counsel. • Richard di Benedetto is Executive Vice President in charge of Aetna International. • Deanna Fidleris Executive Vice President in charge of Human Resources. • Shawn M. Guertin is Executive Vice President, CFO and Chief Enterprise Risk Officer. • Meg McCarthy is Executive Vice President of Operations and Technology. • Harold L. Paz, M.D., M.S. is Executive Vice President and Chief MedicalOfficer. • Fran S. Soistman is Executive Vice President in charge of Government Services • Joseph M. Zubretsky is Senior Executive Vice President in charge of Healthagen.iaal See also • Aetna Building • List of United States insurance companies Related topics • Drivotrainer ) of 15 3/27/2019, 1:51 PM CONFIDENTIAL Subject to Protective Order IATS - 000584 SDNY_GM_02774689 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 1329 EFTA01339957 Aetna - Wikipedia hups://en.wikipedia.orewikitnerna • Health care reform in the United States • Health care reform debate in the United States • Health insurance • Life insurance • Managed health care • Medicare Advantage • Pet insurance • Public health insurance option References 1. "Annual Report 2017 on SEC Filing Form 10-K" (http://pMccorporate-irmat /Extemal.File?item=UGF ZW50SUO9N 5MDUMENoa1PhdtSUQ9Mzk5Mzk4fFR5cGU9M0==84=1). 2018-02-23. Retrieved 2018-03-10. Aetna Inc. 2. "Aetna Facts" (https://vnmaetna.cornrabouhusiaetna-facts-and-subsidiadesharatna-facts.html). Aetna. 3. Gall, Henry R.; Wiliam George Jordan (1919). 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"Aetna boycott is misguided (httplAwottaetna.conVaelna•press/mediacoverage-and-contacts/mieguided.htmlr, The Heaton' Courant, November 23, 2006 "Slave Policies" (httpslAwom.nytimes.comf2002/05/05/nyregion/slave- (Mtp://www.aetna.oem/news/2002/slaveryreparations_issue.htrnr Remarks 80. "Questions and Answers Regarding lavenFleprations and Aetna's Suomi of Divema (http://www.aetna.conVaetna-press/diversity scipport.html)" Aetna press release 81. "Judge's Order In re African-American Slave Descendants Litigation (http://www.aetna.com kleta/judgez_order.pdfr, District Judge Charles Ronald Norgle, July 6. 2005 82 /05-326qopingon.pdf)", December 13, 2006 83. "Lobbying Spending Database - Aetna Inc, 2009: OpenSecrets" (tittp://vormcop.enseerets.oroilobby. iclgentsum.php?Iname=Aetna+Inc&year=2008). Opensecrets.org. Retrieved 3 July 2015. 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Max Beecus: Campaign Finance/Money.Jop Donors - Senator 2010" (http://vnanatopensecrets.org /polificians/contria.php7type=C&cid=N00004643&newMem=N8cycle=2010). Opensecrets.org. Retrieved 3 July 2015. 87. "Archived copy" (htlps://web.archive.org/web/20120723124810/httpiNnam.opa.ca,gov/about toonsumer_inforrnation/files/pdf/OPA%20Booklet 2011.pgf) (PDF). Archived from the original al ttp://www.opa ca.goviaboutkonsumer information/files/pdf/OPA%20Booklet_2011.pdt) (PDF) on 2012-07-23. Retrieved 2016-02-06. 88. "Archived copyl(hUpslAveb.archive.org/web/20130124012442/tax/NAmopa.ca.gov/report_card ihmorating.aspag. Archived from the original (httpdAwv.opa.ca.gov/report carciltamorating.agng on 2013.01-24. Retrieved 2016-02.06. 89. 7Pecutive biglihttps:/Nieb.archive.orgAveb/20120321203729/httgllwanv.aetna.com/about-aetna-insurance /aetna-corporate-profile/co_porate-biosabertolini.htrnI). Aetna. Archived from the original (httplAwratisetna.com hiabout-aetna-insurance/aelna-covorate-profile/corporate-bios/bertolini Mni) on 21 March 2012. Retrieved 20 March 2012. 90. "Aetna Leadership: Executive Biographies" (ngaslAwew.aetna.conarabout-us/aetna-leadership.htrnI). Aetna. External links • Official website (https://www.aetna.com) Retrieved from "https://en.wikipedia.org/wrindex.php?titler-Aetna&oldid•888744346" This page was last edited on 21 March 2019, at 03:18 (UTC). Text is available under the Creative Commons Attribution-ShareAlike License; additional terms may apply. By using this site, you agree to the Terms of Use and Privacypolicy.1Mkipedial) is a registered trademark of the Wakimedia Foundation, Inc.. a non-profit organization. IS of IS CONFIDENTIAL Subject to Protective Order 3/27/2019. 1:51 PM IATS - 000590 SDNY_GM_027741395 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026B35 EFTA01339963 ARAUTP22 AIRCRAFT REGISTRATION SYSTEM 03/27/19 ARAUTM30 LIMITED LIABILITY INQUIRY 13:49 Phase Name Effective Date : : HYPERION AIR LLC (VI) 10/19/2012 Expire Date Limit/Restrictions : Authorized Signer 1. MANAGER 2. 3. 4. Accept Date : 09/06/2013 Accepting Examiner : Crystal Kelley Enter-PF1---PF2---PF3---PF4---PFS---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- OPT MAIN PREV CONFIDENTIAL Subject to Protective Order IATS - 000591 SDNY GM_02774696 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261336 EFTA01339964 a LLC STATEMENT IN SUPPORT OF REGISTRATION HYPERION AIR, LLC is a limited liability company of a United States Citizen and is eligible to register aircraft in its name. In this regard, we make the following representations: I. The full name of the Applicant LLC is HYPERION AIR, LLC (the "LLC"). 2. The jurisdiction in which the LLC is lawfully organized is the United States Virgin Islands. 3. The effective date of the LLC is October I012. 4. The name of each of the sole Member of the LLC and the type of entity of the sole Member (Le., Individual, corporation, partnership, etc.) is: NAME. U.S. CITIZENSHIP TYPE OF ENTITY VERIFICATION Jeffrey E. Epstein Individual YES X NO S. The LLC Is managed by a Manager. 6. The managers, members or officers of this LLC may act Independently Y&.N_ 7. The name of the sole Manager of the LLC and the type of entity of the sole Manager (i.e., individual, corporation, partnership, etc.) is: NAME Lawrence Visoski U.S. CITIZENSHIP TYPE. OF ENTITY VERIFICATION Individual YES X NO The undersigned certifies that he understands that an LLC is eligible to register aircraft In its name provided that: (I) al least lards of the managers or managing members are "U.S. Citizens" within the meaning of 49 U.S.C. Section 40I02(a)(I5)(C) and: (2) al least 75% of the voting Interest or units is owned or controlled by persons who are "US. citizens" or citizens of one of Its possessions; and specifically that AN LLC CANNOT REGISTER AS A NON•CITIZEN CORPORATION. If any member of this LLC is not a United States Citizen as defined In 40102(aXlSXC) an explanation appears below to support the certification that this LLC is a "US. Citizen" as required by 49 U.S.C. Section 40102(a)(15)(C). The undersigned hereby also certifies that the information given herein is true and correct and meets all citizenship specifications as required by the Federal Aviation Administration. HYPERION Al L By id • Manager Visoski P. a a O 0 P.. 8 0 CONFIDENTIAL Subject to Protective Order IATS - 000592 SDNY_GM_02774697 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261337 EFTA01339965 M0HV1)10 ALPO VH0HY1)10 6C L. WV CT gal CIE ao Vb151039 VV! 14111.1 0311d CONFIDENTIAL Subject to Protective Order IATS - 000593 SDNY_GM_02774698 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261338 EFTA01339966 Billing Info CONFIDENTIAL Subject to Protective Order IATS - 000594 SDNY_GM_02774699 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261339 EFTA01339967 ESCROW BILLING INFORMATION Aircraft Descriptions: N JE Buyer: i-lvocrion Air Lit_ O Seller: hst viols Bill: Prepay: Bill: Prepay: ./ Escrow Fee: Escrow Fee: IR Fee: IR Fee: Title Search: Title Search: Exchange Fee: Exchange Fee: Total: Total: 430 Date: lo-I3 20 I/ By: ail U U CONFIDENTIAL Subject to Protective Order IATS - 000595 SDNY_GM_02774700 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261340 EFTA01339968 1eNkeopktr1back LL ZANaoash JAN CONFIDENTIAL Subject to Protective Order IATS - 000596 SDNY_GM_02774701 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261341 EFTA01339969 1\119,RJE t\eAkeoeker lOcoN I CONFIDENTIAL Subject to Protective Order IATS - 000597 SDNY_GM_02774702 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261342 EFTA01339970 9ZOO-V.L.43 I 1:tE C co pi m n g H -O 3D 0 H H po o sr. m a Po a -O 19 > xi a 0c • l Ln >• I 00 LO N N P 1-a • 0 t4' 1.4 a 8 I-1 8 IF TEMP 722JE-HELICOPTER 1029 LLC RET 263550272-000001 FIT ID: S7 02493 OK-PD-03-2- H-0027-3-09-03 0100202498 SKP:RF077310340 - 00001 CUMST:4619 NA R :10M7 5:00pm CDT For. Price,: sled Wilton: NEXT Pll SMEA KEEPING YOU ORGANIZED No. 24115 ET2-350L SUSUMU FccEsnw Tat RECYCLED TT INITIATIVE C0RENT10% cowmem, NXT￾ima C0NMAIER gwensmi memo • • AP Or WOE MUSA PAT elDfl A Id Mt" AT 04 se m eh". EFTA01339971 Table of Content 1. Wires In/Out 2. FAA/IR Searches 3. Disbursement Instructions & Authorization 4. Contracts & Legal 5. FAA Docs & Filing 6. IR Forms & Filings 7. Closing Packet 8. AML 9. Billing Info CONFIDENTIAL Subject to Protective Order IATS - 000599 SDNY_GM_02774704 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261341 EFTA01339972 // 2-7 N 12-C? It Title Search: j0-4-10 Timeia:-L.1 -r Over 55011P Make Seat it's Model S - -RC(' Deposit $ 10O1Oa S/N Iii, u1514/1.- Purch. Price $ t--; Seraoar - Engine Make 1 tAdikflit a. Model Aff , Q9 , S/N 4 geaWS S/N 4 dip S/N S/N Prop Make: Model S/N S/N r Trade-In Make I Model S/N L (WWPSSAk "WA .4 )(\s\ sp Ap\eCVA W5r y&\1/4V\0\ 3 %AIM SIN IR WAIVER (circle or highlights) .744-1° EXP. DATE: ?-3l-a2 HP — Seats /Es del ,n.J SIN Seller: WA/ pert or) r LI-c Buyer: ContactLAM/ V i5DSVA Contact Phone: Pho Fax:_ Fax: Email: Ema Cell: Cell: Broker: Broker: Contact Contact iteensiro.- Phone: Phone: Fax: Fax: Email: Emai Cell: Cell: J Lender: Lender: Contact Contact Phone: Phon Fax: Fax: Email: Email Cell: Cell: Attorney: /0.4 ICJMa, - Contact Phone: Fax: Emai Cell: Attorney Contact Phone: Fax: _ Email Celt ro CONFIDENTIAL Subject to Protective Order lATS - 000600 SDNY_GM_02774705 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261345 EFTA01339973 I'17ON Subject: From: Sent: To: Joan, Fw: RE: N722JE "Rhiannon Routh" 1/3/2020 11:16:53 AM "'Joan Roberts" Do you have this file still? Rhiannon Routh Escrow Support for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 rrouth@Insuredaircraft.com www,insuredaircraft.corn 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. DE VERY CAREFUL IN WIRING FUNDS Forwarded Message From: "Ellee Kim" To: "Brandee Wilson" Sent: 1/3/2020 11:10:40 AM Subject: RE: N722JE Hi Brandee, In connection with the above referenced aircraft, I spoke with Ms. Roberts and she had advised there was a title bill due for this transaction, Can you send me a copy of the invoice for our files? Thank you very much for your help. Regards, Ellee From: Brandee Wilson Sent: Tuesday, October 1, 2019 1:27 PM 1R CONFIDENTIAL Subject to Protective Order IATS - 000601 SDNY_GM_02774706 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261346 EFTA01339974 1/3/2020 To: Ellee Kim < Subject: N7221E Hello, Please see attached our escrow agreement and our terms and conditions. Thank you! Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 www.insuredaircraft.com 212 CONFIDENTIAL Subject to Protective Order IATS - 000602 SDNY_GM_02774707 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261347 EFTA01339975 DocuSign Envelops ID: 94EBBD94.206E-1931-9E05-02476A6EAD6C UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL mum ADMPIISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $1084OVC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N 722JE AIRCRAFT MANUFACTURER & MODEL Keystone Helicopter S-76C AIRCRAFT SERIAL NO. 760750 DOES THIS DAY OF December .2019 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: NAME AND ADDRESS (IF INDNIDUAL(S). GIVE LAST NAME. FIRST NAME, ANO MIDDLE INITIAL.) HELICOPTER 1029, LLC 767 Fifth Avenue New York, New York 10153 PURCHASER OMB Caluo1 No 2120.01212 Exp. 09/30/2018 Do Not Wits In This Block FOR FAA USE ONLY DEALER CERTIFICATE NUMBER AND TO its successors EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO HAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER. AND WARRMFITIME1TRE THEREOF: IN TESTIMONY WHEREOF we HAVE. e k ittr n HAND AND SEAL THIS oar OF Dec., 2019. NAME(S) OF SELLER,/ .-/ ,1:,,,S104JURE(S) TITLE (TYPED OR PRINTED) 'CV? ..(liNltrECUTED FOR (TYPED OR PRINTED) OplateIAN4 FL, ?Le/Alps-I-SIGN.) .f.t. <:e• T.k 'illy 1,(2/ 00elo inagn,r /A, GP, ehp ,..4 k Lawrence Viso - ...%.,41.\„ ' e' LLI -1 ILI Hyperion Air, LLC Manager 'et* ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: v2.3 (10/18) CONFIDENTIAL Subject to Protective Order IATS - 000603 SDNCGM_o2774708 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261348 EFTA01339976 DormSign Envelope ID. 8F033330.465FACEIF-ABD6-41012131A742 WARRANTY BILL OF SALE Pursuant to that certain Aircraft Purchase Agreement, dated as of November 1 , 2019 (the "Ancemen1"), 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 N7221E, together with said aircraft's two Turbomeca S.A. Model &rid 2S2 engines, bearing manufacturer's serial numbers 42285TEC and 42286TEC, and with all avionics, equipment system; 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 possession or control (collectively, the " iiffida"), 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 "EXPRESS WARRANTIES"), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS "AS IS, WHERE IS" CONDITION AND `WITH ALL FAULTS" EFFECTIVE AT THE CLOSING EXCEPT FOR THE EXPRESS WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING THE GENERALITY OF 711E FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (l)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. 18 CONFIDENTIAL Subject to Protective Order IATS - 000604 SDNY_GM_02774709 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261349 EFTA01339977 DocuSign Envo(cpo ID: 8F033330-465FACDF-A066-010t2731A702 IN WITNESS WHEREOF, Seller has eqtAkthis Warranty Bill of Sale to be executed by its duly authorized representative, this day of ,2019. 6 HYPERION AIR, LLC '' / N r rat'ingnatur: CactUNIVALL ki4SOIki 644t017002, 44C9 i) By: Name: Lawreaci. V i aneikt Title: Manacrer< "/ ( a Date: er; i'Ick n 47'‘, U v • k -PL. 19 CONFIDENTIAL Subject to Protective Order lATS - 000605 SDNY_GM_02774710 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261350 EFTA01339978 Subject: (Disarmed) RE: (Disarmed) Re: (Disarmed) RE: (Disarmed) Re(2): Escrow for N7221E From: 'Michael Kolich' Sent: 11/26/2019 11:32:43 AM To: 'Kim Thompson' <I Hi Kim. Can you request a full FAA history of ownership on N7221E? The IR starts in 2011 but we would like to know its ownership from birth. Any Idea on how long it will take the FAA to generate the report? This was just presented to me as a 'rush' matter. Thanks, Mike. From: Kim Thompson Sent: Monday, November 18, 2019 11:t0 AM To: Michael Kolich=na Subject: (Disarmed) Re: (Disarmed) RE: (Disarmed) Re(2): Escrow for N7223E Sorry Mike. It was nuts here last week. I thought I sent the executed PA However, I will double check the file. Kim Thespea. &crew Agent and Aeries:a to ben F. Rogens • VP Insured Aircraft TOW Service, LLC. 21 East Mein nier, Saila 100,0klehowa Ciiy. OK 73104 zonabreandricread.sem Original Message From: 'Michael Kolich' To: 'Kim Thompson' < Sent 11/18/2019 10:5834 AM Subject: (Disarmed) RE: (Disarmed) Re(2): Escrow for N7221E ; Good Morning Kern, Old you send the AM back with IATS' signature? As an update Buyer (my Client) has the IR information and we are working on getting the 11.0 ownership pinned down so I can draft the rest of the FAA ; does. locking to close on the 27th or earlier. Thanks, Mike. From: Michael Kolich Sent: Wednesday, r ovembez 11 2019 10.10 AM To: Kim Thompson : Subject: RE: (Disarmed) Rel21. Escrow for NUM Signed Deposit Assignment attached. Thanks, Mike. From: Kim Thompson Sent: Wednesday, November 6. 2019 10.12 AM CONFIDENTIAL Subject to Protective Order IATS - 000606 SDNY_GM_02774711 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261351 EFTA01339979 To: Michael Kok Subject: (Disarmed)Ftel2j: Escrow for N72218 I need the deposit assigned before we can execute the agreement. Kim Thompson, Escrow Agent and Assistant io loon F. Roberts- VP InsuredMalII Mlle Stodge, LLC. I East Main Slwol. Stile I00.0klabonta City. OK 73104 Phone 10543i-646300m 105-6845007 rotia 001 Original Message From: "Michael Kolichl To: 'Kim Thompson" I Sent: 11/6/2019 9:55:09 AM Subject RE: Escrow for N7221E HI Kim, I was out yesterday. Were you able to get the AM consent executed? seller has been asking about it. Thanks Mike From: Michael Kolich Sent: Monday, November 4, 201910:10 MI To: Kim Thompson Cc: loan Roberts el Subject: Escrow for N72218 • Good Morning Kim, Can we open an escrow account for the attached AM. Also please: 1. Execute the consent and fill In escrow lees on page 14 2. Run MAJ1R searches 3. Send wire instructions ; Looking to dose around the end of the month. Do you know what days Thanksgiving will affect the FM and IATS yet? Thanks, Mike. Michael O. eolith. Attorney mai IScann er has detected a nosnble fraud AltfaTIOI from testae/40m" claimine to be Malltranner bassIttgati a Possible fraud • • I i i t b M llsc per dal/Moe 02.1m MailSranner has detected a Postible fraud attempt Dom "Ittlawcoor claiming to by mkoh-han fine. corn rah 202499 3834 inflow. LLC Konyza Ca/ 21028Makina Dr. Shawnee.* 66218 watanglor. DC !02016a. SI al W. Ste OX Wothavicet DC ?WU ketquosnans. retonswors. JoNow. Ala Samalacaasa“..p....tel x rata aa nab of Mat LLC aitanMJ In ntanat...4 papas aaly .1.0 pat ursatiaa a. maw) •Caat atat.ta Mira t11.4, at am nxa atuaropdant 'vinegary:rums!, w4i o Or petal./ that .tat I,. atm., aft...fa/4Rn auDart n awataatt law ata mate. n aavad ail .1.4 avnt. ..la alta CONFIDENTIAL Subject to Protective Order IATS - 000607 SONY GM_02774712 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261352 EFTA01339980 Subject: {Disarmed} RE: Re(21: Helicopter 1029 LLC sn 760750 From: "Ciborowski, Margaret" Sent: 11/19/2019 11:55:04 AM To: "Kim Thompson" Hi Kim, Any updates on this one? Sorry to be a pain, trying to figure out where we are. Thanks! From: Ciborowski, Margaret Sent: Tuesday, November 12, 2019 9:06 AM To: 'Kim Thompson' Subject: RE: Re[2]: Helicopter 1029 LLC sn 760750 Thanks Kim. Yep we are financing, I have a tentative closing date of the 30th so it's still pretty early but wanted to check either way. Let me know if you need anything in the meantime! From: Kim Thompson IfillailScanner has detected a oossible fraud attempt from "insuredaircraft.com" claiming to be mail; Sent: Tuesday, November To: Ciborowski, Margaret Subject: Re[2]: Helicopter 1029 LLC sn 760750 Margaret I have a copy of the purchase agreement. We have not executed it as the deposit received into escrow needs to be assigned to the purchaser. We are not holding any documents in escrow for filing with the FAA at closing. I assume you are financing the aircraft for the purchaser? Kim Thompson, Escrow Agent and As,:istant to Joan F. Roberts - VI' inin Insured Aircraft Title Service, LLC. 111 21 Ea t Main Street, Suite 100, Oklahoma City, OK 73104 Phone 405-681-6663/Fax: 405-684-5007 A4ailScanner has detected a possible fraud attempt from "urldefense.proofpoint.com" claiming to be manner has detected a possible fraud attempt from nurldefensecoroofoolnt.com" claiming to be www.insuredaircraft.com CONFIDENTIAL Subject to Protective Order iATS - 000608 SDNY_GM_02774713 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EP-1/%1)0261353 EFTA01339981 Original Message From: "Ciborowski, Mar aret" To: Sent: 11/1 / Subject: RE: Helicopter 1029 LLC sn 760750 Hi Kim! Are you guys holding anything in escrow yet for this one? Thanks! From: Josh Tremain [mailtcl Sent: Tuesday, November 12, 2019 8:40 AM To: Ciborowski, Margaret Cc: Kim Thompson Subject: Re: Helicopter 1029 LLC sn 760750 Hi Margaret, I had a great long weekend with the kiddos! I hope yours went well too. Kim Thompson is listed as the agent in our system. I've copied her for convenience. Thanks, Josh Tremain Escrow Agent i Assistant for Joan Roberts, Vice President Insured Aircraft Title Service, LLC i 21 E. Main Street,Suite 1001Oklahoma City, OK 73104 (800)654-4882 i +1 405 681-6663 i 1(405)684-5080 ---- Original Message From: "Ciborowski, Ma aret" To: "Josh Tremain" Sent: 11/12/2019 7:37:02 AM Subject: Helicopter 1029 LLC sn 760750 Hi Josh, Hope you had a good long weekend? Can you let me know who from IATS is working on this one? Thanks! CONFIDENTIAL Subject to Protective Order !ATS - 000609 SDNY_GM_02774714 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261354 EFTA01339982 Margaret Ciborowski PLEASE NOTE THAT AS OF 6/7/19 MY EMAIL ADDRESS HAS CHANGED TO Assistant Vice President— Leasing Transaction Manager Global Corporate Aircraft Finance Global Leasing Bank of America 3400 Pawtucket Avenue Mall code: RI1-530-01-19 Riverside, RI 02915.5298 BANK OF AMERICA This message, and any attachments, is for the intended recipient(s) only, may contain information that is privileged, confidential and/or proprietary and subject to important terms and conditions available at littp://www.bankofamerica.com/emaildisclaimer.If you are not the intended recipient, please delete this message. This message, and any attachments, is for the intended recipient(s) only, may contain information that is privileged, confidential and/or proprietary and subject to important terms and conditions available at http://www.bankofamerica.com/emaildisclaimer.If you are not the intended recipient, please delete this message. This message, and any attachments, is for the intended recipient(s) only, may contain information that is privileged, confidential and/or proprietary and subject to important terms and conditions available at http://www.bankofamerica.com/emaildisclaimer. If you are not the intended recipient, please delete this message. CONFIDENTIAL Subject to Protective Order IATS - 000610 SDNY_GM_02774715 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261355 EFTA01339983 Subject: (Disarmed} RE: (Disarmed) Re(21: Escrow for N7221E From: "Michael Kolich Sent 11/18/2019 10:$8:34 AM To: "Kim Thompson' Good Morning Kim, Did you send the AM tacky/a WS' signature? As an update, Buyer (my Gigot) has the IR information and we are working on getting the LLC ownership pinned down so I can draft the rest of the FAA dots. tootingtad:4e on the 27thor earher. thanks, Mike. From: Michael Kolich Sent: Wednesday, November 13. 2019 10:10 AM To: Kim Thompson' Subject: RE: (Disar strew Signed Deposit Assignment attached. Thanks, Mike. From: Kim Thompson Sent: Wednesday November 6 2019 10.12 AM To: Michael Koli Subject: (DIsar SCION, la I need the deposit assigned before we can execute the agreement. Kim Thompson. Escrow Agent and Assisrant token Erobens • VP 11 I Fax Main SOM. &lite 100,0klahoma City. OK 73104 Phone 40541 I4S663/Fax: 405484-5007 lasmattereamakkagestra mostationtekomtam bowed Aircraft Title Service. LLC. Original Message From: "Michael Kolich To: "Kim Thompson￾Sent: 11/6/2019 955: 9 M Subject: RE: Escrow for N722JE Hi Kim, I was out yesterday. Were you able to get the AM consent executed? Seller has been asking about it. Thanks. Mike From: Michael Korth Sent: Monday, 1409em`.99 4 2019 10.10 AM To: KIT Ti1OMP Cc: Joan Roberts.: Subject: Escrow for N72212 CONFIDENTIAL Subject to Protective Order IATS - 000611 SDNY GM_02774716 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261356 EFTA01339984 Good Morning Kim. Can we open an escrow account for the attached APA. Also please: 1. f ',acute the consent and till in escrow fees on page 14 2. Run FAAAR searches 3. Send wire instructions looking to dose around the end of the month. Do you know what days Thanksgiving will affect the FAA and IATS Yea Thanks, Mike. Michael D. Kokh, Altorney Bialcanner has detected a possible fraud attempt from letlayesorn" dalmint to he MailStanner has detected a possible fraud attempt1MM letlaw.com" claiming to I I 3011Cm. LLC Koval ay 2,a2aarmdta..aw.nears 44211 woeirrwen.00 urre tom Sl :4 w 7120 weseirgion OC 20033 letquesticaS. Jedonswers. Any Imo .1' overaleies poildoll le yu.s by ay nal*. LLC n A Ix Wises. MP.. 0 4 . 4 " ca hha AilawrOdia• oditlsothip. boa Lle too mg We vs an •If' Ml awards mNi yaks seam memos] Jas. dial. fa psintal mains d trotvai. sM eas a ensitenny lasts at szows. a, CW01.0.re .010V ayes. Wes SK ea Ma CONFIDENTIAL Subject to Protective Order IATS - 000612 SDNY_GM_02774717 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261357 EFTA01339985 Subject Re: S76 Contract From: 'Darren Indyke Sent 11/13/201911:58:37 AM To: -Michael K CC: -Glee Kim' Hi, Mike. Please call me on cell Sent from my iPhone. Please excuse the typos. On Nov 13, 2019, at 11:38 AM, Michael Kolich -Kim Thompson' Thanks. wrote: Darren, First, for your records is the executed Assignment of Deposit. This has also been delivered to IATS so I anticipate the consent to the AM will be t forthcoming shortly. : Second, Please see the attached Lit Statement in Support of Registration for Hyperion Alr that is currently on file with the FM. Can you provide detail and the corresponding documents that apply to the following questions: 1. Will Hyperion Air be filing an amended I.LC Statement? If so, please provide who will be the Member(s), how and who will manage, and if they on act Independently or If multiple signatures are required. 2. Please provide the documents that gin you authority to sign as 'authorized representative'. • 3. Please provide the name and title of the parson that will sign the FAA Bill of Sale. i Regards, Mike. From: Darren todyke Sent: Tuesday, November 12, 2019 3:19 PM To: Michael Kollch Ellee Kim I Cc: Darren lndyke Subject: Re: 576 Contract Also, I checked with Insured Aircraft and they have not yet signed the PSA as they are waiting con firm ation from you that the Deposit should be assigned ova to the new purchaser. Can you please address this right away, as it is contrary to the requirements of the PSA, and Insured Aircraft will not sign the agreement without that assignment. Thanks. DARREN K. NDYKE 5300 W. Mende Avenue. Suite 602 stray Roads, Fiords 33484 The inbmwilkin contained in Ns communthation is confetti:min, may be adarnethclienl pththeged, and Is intended only for the use of the addressee. It la the property of Darren K. Write. Unautho62ed use, dachasore or coarse or arcs oaroroorgbalOn^ Or any Pad thereof is seitly protublied end may be unit:rate. V you have received this COmnrbscabon n error, please notify us irom•diately by rearm e-mail. and deafly Pa COrnirunicallOn and all copes thereof. including all pantheon's. Copyright of Dann K.Incht• .02059 Darren K. Indira - Al nights maned. On Nov 12, 2019, at 3:19 PM, Omen Inilyk Good day, Mike and Elbe. CONFIDENTIAL wrote: Subject to Protective Order IATS - 000613 SDNVGM_02774718 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026B58 EFTA01339986 I understand that we arc in a position to close on the purchase and sale of N722)E... Please confirm and Id's set up a date and time for the closing. Thank you. DARREN K. 'DYKE 5300 W./gamic Avenue. Suite 602 Dane Read, Florida 33484 The informaton contained h this oammunicabon is consdanllal. may be allorney-diont poviteged. and is intended only lot the use or Inc addressee. II is the propene of Daman K. Indyhe Unxithansal use. 040105100 or copying of ho temmunleaten or any panthereof is smelly prohibited end maybe unlawful., you have received tits corrintuncalon in error. please notibrus immediatelyby return eireail, and destroy this convnunkaton and all copes thereof. Including all attachments. Courtrai DEW K. Indyke • 0 20111Darren K. hdyte -At rights reserved. On Nov 6, 2019, at 11:04 AM, Michael Kolich wrote: Darren, I was out of the office yesterday, but have not seen it across. I have pinged CATS again to check on the status. Mints, Mike. From: Dlitto Indew Sent: Tuesday, November 5, 2019 8.17 AM To: Michael Kolich Cc: Matt Mdyke Subject Re: 576 Contract were you able to get Insured Aircraft's signature? DARREN K.INDYKE 5300 W.Alarific Avenue. Suite 602 Dewey Reach. Florida 31464 The Information contaned in les communication is conflating may be atIon•ey•dient ethoegoe, end is intended only for the use clew addressee. cis the property of Darren K. Indyke. LIAltallt4120t use. 64140We or copying of this oommunicalion or any port thereof meekly prohibited and may be unteell.si if you have received this communication in error. please note us Immod.alely by return and destroy this oarnmunittaton end ail copies thereof. includng all etottniCtit.. elltright of Canon K. Wyk. • 02019 Darren K. Inctfaa - All rights reserved. On Nov 2, 2019, at 7:02 PM, Michael Kolich Darren, wrote: Purchaser% countersignatures attached. I will forward a complete draft with escrow agent's signature once received. Have a nice weekend, Mike. From: Darren Indyke Seen: Saturday. November 2. 2019 : To: Michael Kolic Cc: Darren InOy Subject: Re: 576 Contract Epee Kim ; Melissa Tomkiel Richard Kahn George CONFIDENTIAL Subject to Protective Order IATS - 000614 SDNv_0lko2774719 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026B59 EFTA01339987 You may release the Seller's signed signature pages of the NA to the Purchaser. Please forward the Purchaser's countersigned signet= pages to me now. But. DARREN K. INCYKE $300 W Manse Avenue. Suite 002 The intrmailon CONOI000 in Ws coneriunialzan is conidenkel, may be atboterchent pdvIleged. and S Intended only br the use of me addremee. Ills the propeft Of Owen K Indyke. Unauthorized use, disclosure or coming olthls ccenrrnmicaton 01 any panthereof S sled ly promaued and may be unlawful. II you haVOICCOIV00 this cornmunionon in error, plans nobly us immediately by mew e-mail. and destaY th* cornnumicatoon and all copies Sinai, Including allanacIvneMs. CopgigMol Dent' K. kodyke - *2019 Owen K. Indyke-M rights reserved. On Nov I, 2019, at 6:05 PM, Michael Kolich =MI wrote: Darren and Diet, AM with most recent Schedule A attadied. Let me know if there are any other requested revisions. As stated earlier, signature pages remain the same. Thanks, Mike From: Darren Indyke - Sent: Friday, November 1 20194:30 PM To: Michael eolith • Elite Kim Cc: Damen 'Advice Settled: Re: 176 Con r To clarify. please Confirm that the Schedule A that I transmitted to you both on Sept 29 is the agreed and operative Schedule A for the PSA. Also, please advise if any further changes were made to the NA from those redlined on the documents you sent to mo on October II. thank you. DARREN K. NOME 5300 W. Mantic Avenue. Suite 602 Delroy Beach. Fiords 334134 The InfonwitIon combined In his ccmmunicallon lsconeeenuo. may be alKimordlent origins:I. and is Intended only ter the use oltho addresses. Ills the property el Darren K. Indybz. Unauthorized use, cbsclowre or copying of this communiCOOn or any part mewl is raiety prohibited and may be uNavAA. II you have rearmed ths communication in 0,1011 please ncety us immegoligy by return await and destroy this Communicaeon end ellcopies thereof. in ell Betagurranb. Copyright olOarren K. Wylie • 0 2019 Darren K. Inthlte - MI NM reserved. 011 Nov I, 2019. at 5:24 PM, flatten Indyke wrote: Mike. CONFIDENTIAL Subject to Protective Order IATS - 000615 SDNY_GM_02774720 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261360 EFTA01339988 The Schedule A attached to this agreement is not the schedule A that I sent on September 29. Please confirm that the Schedule A is acceptable. Thanks. DARREN K. INOVKE 5300 W. Atlantic Avenue. Suite 802 The inkvinason contained in this comrnereoslon is sonfiderdlel. may be attorney-dent privileged. and Is Intended only lot the use of lie addressee. NM OW property of Darren K. MOW*. unauthorized use. disclosure or coPrg of eds innenuninaEnn or any pad Inete011s Wily prohibited and may be unlawful. Via, hew reserved fin Winanunicalion in afros please nigglyus Immediabll by calor^ email. and &Intl Pb oammunisegcn end el copies nemot including al suachirenn. Copyright or Darren IC Indyke .0 20i p Darren R. woe -M tights reserved. On Nov I 2019, at 4:20 PM. Michael Kolich wrote: Darren, I em holding Purchaser's signatures. Please advise on the timeline of your signatures. Thanks, Mike. from: Michael Roach Sent: Friday, November 1 20191:08 PM To: Darren Indyke Subject RE: 576 C Good Afternoon Darren, Attached for your review and execution is the finalized APA and standalone signature pages. Purchaser is working towards signatures now, so we should be able to wrap this up today. Thanks, Mike. from: Darien Indykil Sent Thursday, October 31, 2019106PM To: Michael Kolkh Cc: Darren Indylte Subject: Re: 576 Contract Then is a typo on my email address in the notice provision - a comma instead of a period. I think this looks tine. Have circulated it to me team to make sure no other nits and it is therefore subject to their comments. Please Id me when wt have final approval on the Schedule A. Also, please finalize the doe and send execution copies so we will be ready to go once you have the final approval. Thanks. DARREN K. illOYRE 5300 W. mantic Panne. Sege 802 Debay &NCR Rodda 33464 CONFIDENTIAL Subject to Protective Order IATS - 000616 SDNY_GM_02774721 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261361 EFTA01339989 The inkornakon nixed in Ms communnaiion is COnfidentel, may tie anornetcbeni ormieged. and is Mamelea rusty kar ne use or the aediesilcitil is the I9000n of Darien K. Madre. tlnaulhOrzed use. 6 scion:re or copying el corrommicanen or any pail 'hereof is Wetly prOhlb/X4 and may be unkawfal. II you have received Mrs oturvnunIcabon in error. please nobly us immerkalely by return co-meil. and closlroy this communication end all occees Meant including all atsciiments. Copyright ea Orman K. Inittra • 0 2019 Darren K. Mdyle-MI rightsreserved. On Oct 31 2019,1110:57 AM, Michael Kolich wrotic Darren, Attached for your review is the AM with additional redlines based on our discussions ova the past few days. We ale still swains final approval of the APA and Specification you submitted, so the attached remains subject to change. Thanks, Mike. From: Darren Indyke Sent: Shur ctober 31 2019 7:40 Mt To: Elite Kim Cc: Michael Kolich George Reenstr Subject: Re: 576 Contract Please advise. Sent from my (Phone. Meese excuse the typos. issa Tornklel rin on In 7019 at 11.10 PM Darren Indyke wrote: I have still not received anything? Sent from my Phone. Please excuse the tYPos On Oct 30, 2019. at 6:44 PM, wrote: Thank you. I will stand by. Sent from my (Phone. Please CONFIDENTIAL Subject to Protective Order IATS - 000817 SDNY_GM_02774722 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261362 EFTA01339990 mime the typos. On Oct 30, 2019, at 6:07 PM, nee Kim Perot.: Thanks Darren. I think we are close —I am lust waiting to hear bad on confirmation of the updated spec sheet. Michael should be circulating a redraft shoot From: Darren indyke Sent: Wednesday, October 30, 2019 5:44 PM To: Eke Kim Michael Kolich Cc: Darren Indite al i e Kemistra Nahn Subject:576 Contract Eke, I did not hear back from you today. Please update me regarding the status of the contract. Thank you. DARREN K. INDYKE 5300 W. fl ank &due. Sawa 603 Delray Beach. Florida 33164 CONFIDENTIAL Subject to Protective Order IATS - 000618 SDNY GM_02774723 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261363 EFTA01339991 The .nbrmation conlinned In NU communication is oentdenbal. may be anKnoy4mnt pn,nleged. and .1 mended only Sm 610 use ol Me addressee. It is De PrePertYol Darren K. Indy**. Unaulhonze4 use. disclosure or copying 01 comenunicatIon or any pantheon°, u shindy orolwanned and may be unlanetfi, eyou have received et communication in error. pnense0 nolly us Invnediabirty by return email, and destrOy tat communicator' and all (*Coln thereof. induding all Mathews& CoPlelOhl at Darren K. Wyk*. 2019 Darren K. MAO -*/ righs reserved. <N727.1E APA 10.31.19 R. RED.docx> <N722JE - AM 11.1.19PM JL Exectuion.pdf> <doc01319420191101040356.pdf> <Assignment of Deposit.pdf> , <N722JEU.Cpdf> CONFIDENTIAL Subject to Protective Order IATS - 000619 SDNY_GM_02774724 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261364 EFTA01339992 Subject RE: Re[2j: HM Numbers From: "Michael Kolich" Sent: 11/13/2019 9:59:10 AM To: "Kim Thompson" Kim, I called but guy at front said you were on another call. I'll try back in a few, but am at my desk if you can call me. Direct line is: Thanks, Mike. From: Kim Thompson Sent: Wednesday, November 1S, 1619 9.46 AM To: Michael Kolich Subject: Re[2]: HM Numbers Mike, No rush. However, call me when you are available. Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP Insured Aircraft Title Service, LLC. lit 2l East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-68I-6663/Fax: 405-684-5007 www.insuredaircraftcom Original Message From: "Michael Kolich" To: "Kim Thompson" < ■ Sent: 11/13/2019 9:37:49 AM Subject: RE: NM Numbers Thanks Kim, CONFIDENTIAL Subject to Protective Order iATS - 000620 SDNY GM_02774725 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261365 EFTA01339993 Subject: RE: HM Numbers From: "Michael Kolich" Sent: 11/13/2019 9:37:49 AM To: "Kim Thompson" Thanks Kim, So far, Darren Indyke has been signing all documents as "authorized representative". For the FAA documents will we need any formal documents to accompany his signatures (ex, power of attorney, court order, etc.)? I believe for bankruptcies the FAA required the receiver to provide the documents, but I cannot remember for sure what happens when assets are being sold due to death. Mike. From: Kim Thompson Sent: Wednesday, November 13, 2019 8:24 AM To: Michael Kolich Subject: HM Numbers Mike, Attached is a list of numbers that appear to be available ending in "HM". I checked 1029 numbers as well. It appears N1029Q, N1029V & N1029Z are available to reserve. Regards, Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP IT Insured Aircraft Title Service, LLC. MI 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681-6663/Fax: 405-684-5007 www.insuredoircraft.com CONFIDENTIAL Subject to Protective Order iATS - 000621 SDNY_GM_02774726 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261366 EFTA01339994 Subject: RE: Helicopter 1029 LLC sn 760750 From: "Ciborowski, Margaret" MIla Sent: 11/12/2019 7:42:17 AM To: Hi Kim! Are you guys holding anything in escrow yet for this one? Thanks! From: Josh Tremain [mato' Sent: Tuesday, November :40 Am To: Ciborowski, Mar aret Cc: Kim Thompson Subject: Re: Helicopter 102 LL sn Hi Margaret, I had a great long weekend with the kiddos! I hope yours went well too. Kim Thompson is listed as the agent in our system. I've copied her for convenience. Thanks, Josh Tremain Escrow Agent 1 Assistant for Joan Robcrts, Vice President Insured Aircraft Title Service, LLC I 21 E. Main Street, Suite 1001 Oklahoma City, OK 731041 (800) 654-4882 l +I 405 681-6663 I f (405)684-5080 Original Message From: "Ciborowski, Mar aret' To: "Josh Tremain" Sent: I 1/12/2019 7:37:02 AM Subject: Helicopter 1029 LLC sn 760750 Hi Josh, Hope you had a good long weekend? Can you let me know who from IATS is working on this one? Thanks! Margaret Ciborowski CONFIDENTIAL Subject to Protective Order iATS - 000622 SDNY_GM_02774727 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261367 EFTA01339995 EASE NOTE THAT AS OF 6/7/19 MY EMAIL ADDRESS HAS CHANGED TO Assistant Vice President — Leasing Transaction Manager Global Corporate Aircraft Finance Global Leasing Bank of America 3400 Pawtucket Avenue Mail code: RI1-530-01-19 Riverside, RI 02915-5298 BANK OF AMERIC/V??' This message, and any attachments, is for the intended recipient(s) only, may contain information that is privileged, confidential and/or proprietary and subject to important terms and conditions available at lutp://www.hankofamerica.com/einaildisclaimer. If you are not the intended recipient, please delete this message. This message, and any attachments, is for the intended recipient(s) only, may contain information that is privileged, confidential and/or proprietary and subject to important terms and conditions available at http://www.bankofamerica.com/emaildisclaimer. If you are not the intended recipient, please delete this message. CONFIDENTIAL Subject to Protective Order IATS - 000623 SDNY_GM_02774728 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I 368 EFTA01339996 Subject: Re: Helicopter 1029 LLC sn 760750 From: "Josh Tremain" Sent: 11/12/2019 7:40:18 AM To: "Ciborowski, Margaret" CC: "Kim Thompson" Hi Margaret, I had a great long weekend with the kiddos! I hope yours went well too. Kim Thompson is listed as the agent in our system. I've copied her for convenience. Thanks, Josh Tremain Escrow Agent I Assistant for loan Roberts, Vice President Insured Aircraft Title Service, LLC I 2 l E. Main Street, Suite 1001 Oklahoma city, OK 73104 (800)65448821+1 405 681-6663 I f (405)684-50801 Original Message From: "Ciborowski, Mar aret" To: "Josh Tremain" Sent: 11/12/2019 7: : Subject: Helicopter 1029 LLC sn 760750 Hi Josh, Hope you had a good long weekend? Can you let me know who from IATS is working on this one? Thanks! Margaret Ciborowski PLEASE NOTE THAT AS OF 6/7/19 MY EMAIL ADDRESS HAS CHANGED TO Assistant Vice President — Leasing Transaction Manager Global Corporate Aircraft Finance Global Leasing Bank of America 3400 Pawtucket Avenue Mall code: RH:530-01-19 CONFIDENTIAL Subject to Protective Order lATS - 000624 SDNY_GM_02774729 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF-ON_00261369 EFTA01339997 BANK OF AMERICA* This message, and any attachments, is for the intended recipients) only, may contain information that is privileged, confidential and/or proprietary and subject to important terms and conditions available at hup://www.bankofamerica.com/emaildisclaimer. If you are not the intended recipient, please delete this message. CONFIDENTIAL Subject to Protective Order IATS - 000625 SDNY_GM_02774730 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261370 EFTA01339998 Subject Ref2): Escrow for N7211E From: 'Kim Thompson" - Sent 11/6/2019 10:12:17 AM To: "Michael Kolich" I need the deposit assigned before we can execute the agreement Kim Thompson, Escrow Agent and Assistant to loan F. Robots VP 11 21 tau Main Street. Suite 100.O1.1shoma City, OK 73104 Phone 405.681.6663/Fat: 405.684.5007 Insisted Ancratt Title Sent', LLC. Original Message From: 'Michael Kolich To: 'Kim Thompson￾Sent 11/6/2019 9:55:09 AM Subject: RE: Escrow for N722JE HI 1Grn, I was out yesterday. Were you able to get the APA consent executed? Seller has been asking about It. Thanks. Mike From: Michael Kokch Sent: Monday, November 4, 201910:10 AM To: Kim Thom Cc Joan Roberts < Subject: Escrow for N722lE Good Morning Kim. Can we open an escrow account for the attached APA. Also Please: I. Execute the consent and fill in escrow fees on page 14 2. Run FAMIR 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. C Lo• Michael D. Kolich. Alto( leirow. LLC Kr*" Cny 2425 PALIIOAd d. slpwMw.13 64215 Woohnp, Lon DC 1020161n Si W SLe /03 WOllwooto. CC 2(01.5 Jelquesticas Joionswen. Fellow. L.Lo low el ceeneLL:. PM coy romkei MI.. I LC n itotrelal Lx otonnossi new.. cot, sot ;La to.I4 Loostnoe o• AansweL41.e. clittothp LLC Lae ir e .1.21111.1mmunq awel ota.o•LipumoI f spaaa ie pc....of Aral,la%, 4 r.L.Lha LeIa.I. "Ion.. "II... ILI alaynown N.a wel Koiwo mo. /nodal cury ut h xOµtoero ton Ict melte. CONFIDENTIAL Subject to Protective Order IATS - 000626 SDNY_GM_O2774731 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261371 EFTA01339999 Subject: RE: Escrow for N722JE From: 'Michael Kolich"■ Sent: 11/6/2019 9:55:09 To: "Kim Thompson" Hi Kim, I was out yesterday. Were you able to get the APA consent executed? Seller has been asking about IL Thanks, Mike From: Michael Kolich Sent: Monday, November 4, 201910:10 AM To: Kim Thompson Cc: loan Roberts <L Subject: Escrow for N7221( Good Morning Kim, Can we open an escrow account (or the attached APA. Also please: I. Execute the consent and fill in escrow fees on page 14 2. Run FAA/1R 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. Michael D. Kollch, Alto. Jo Ilaw. LLC (or as OW 21426 Wdlard R.. Showne0. (5 44218 WwwlegIcw. DC 1020 INN 51 N w.. No 7O1 wanwV0N DC )003.6 letquesEons. letonswers. Jellow. Ay Lm uf cm• sum rs” HIS In 'Cu bir say monde of kilo% LLC is IssoN Es mconsawni pupas way NW the sruo earn--' Allenerand Moose,. Wkw. Lit don m oda sew OA sillailerdiaal Swart. *Nil d sowia sa the MdW da dads lat ow... or atant r4 was w opµnw tenor! mown e eaNNW my NW* aroma Fn. kn. Nis CONFIDENTIAL Subject to Protective Order IATS - 000627 SDNY_GM_02774732 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261372 EFTA01340000 Subject: (Disarmed} RE: Rein Helicopter 1029 LLC sn 760750 From: "Ciborowski, Margaret" Sent: 11/12/2019 8:05:46 AM To: "Kim Thompson" Thanks Kim. Yep we are financing, I have a tentative closing date of the 30th so it's still pretty early but wanted to check either way. Let me know if you need anything in the meantime! From: Kim Thompson [mailtoa== Sent: Tuesday, November 12, 2019 9:02 AM To: Ciborowski, Margaret Subject: Ref2I: Helicopter 1029 LLC sn 760750 Margaret, I have a copy of the purchase agreement. We have not executed it as the deposit received into escrow needs to be assigned to the purchaser. We are not holding any documents in escrow for filing with the FAA at closing. I assume you are financing the aircraft for the purchaser? Kim Thompson, Escrow Agent and Assistant to loan E Roberts - VP A Insured Aircraft Title Service, LLC. 21 Ea t Main Street, Suite 100, Oklahoma City, OK 73104 Phone 405.681-6663/Fax: 405.684-5007 MaIlScanner has detected o_vossible fraud (attempt from "urldefense.prootboint.com"clalmina to be MallScannerhas detected www.insuredaircraft.cont "urld Original Message From: "Ciborowski, Margaret" To: Sent: 11/12/2019 7:42:17 AM Subject RE: Helicopter 1029 LLC sn 760750 Hi Kim! CONFIDENTIAL Subject to Protective Order IATS - 000628 SDNY_GM_02774733 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261373 EFTA01340001 Subject: Re[2): Helicopter 1029 LLC sn 760750 From: "Kim Thompson" Sent: 11/12/2019 8:01:41 AM To: "Ciborowski, Margaret" Margaret, I have a copy of the purchase agreement. We have not executed it as the deposit received into escrow needs to be assigned to the purchaser. We are not holding any documents in escrow for filing with the FAA at closing. I assume you are financing the aircraft for the purchaser? Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP Insured Aircraft Title Service, LLC. 21 East Main Strut, Suite 100. Oklahoma City, OK 73104 Phone: 405-6681.6663/Fax: 405-684-5007 www.insuredaircratcom Original Message From: "Ciborowski, Margaret" To: Sent: 11/12/2019 7:42: Subject: RE: Helicopter 1029 LLC sn 760750 : Hi Kim! Are you guys holding anything in escrow yet for this one? Thanks! From: Josh Tremain [mailto: Sent: Tuesday, November 12, 2019 8:40 AM To: Ciborowski, Margaret Cc: Kim Thompson Subject: Re: Helicopter 1029 LLC sn 760750 CONFIDENTIAL Subject to Protective Order TATS - 000629 SDNY_GM_02774734 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261374 EFTA01340002 Subject: N722JE From: "Kim Thompson" <I Sent 11/4/2019 11:12:45 AM To: "Michael Kolich" Attachments: N722JE ts.pdf; N7221E.pdf; N722JE ENG 1.pdf; N722JE ENG 2.pdf Mike, Please find attached title search reports and international registry searches for this aircraft. Regards, Klm Thompson, Escrow Agent and Assistant to Joan E Roberts - VP In Insured Aircraft Title Service, LLC. 1 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681-6663/Fax: 405-684-5007 www.insuredairemft.com CONFIDENTIAL Subject to Protective Order IATS - 000630 SDNY_GM_02774735 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261375 EFTA01340003 Subject: Re: (Disarmed) RE: (Disarmed) Re: Escrow for 747221E From: 'Kim Thompson' Sent 11/4/20191109:48 AM To: "Michael Kolich' Mike, The deposit assignment form looks good. Kim Thompson. Ekren Atom and Annistit to Joan F. Robau • VP Insured Aircraft Title Service, U..C. 16d Moo SIMI. &lite 100.0klahoms Oily. OK 73104 Phone 4054814663/Faa: 40548/4007 Original Message From. 'Michael Kolichl To: 'Kim Thompson' Sent 11/4/2019 11:01:27 AM Subject (Disarmed) RE: (Disarmed) Re: Escrow for N7221E Thanks Kim, Loch like a 5100k DeposIt was sent in already Inc attached). Please reviewthe attached aulinntent and if you have no comments, I will set executed and over to you for your Mc. Mike. From: Kim Thompson Sant Monday, November 4, 2019 10:16AM To: Michael Kolkh Subject: (Disarmed/ .CrOm rt or 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 Thempsok Escrow Aces Sad Amstar:no Joan E Robots - VP Inured /Moan Tile Service,I.LC. 21 Eau Main Street Suite 100,0klahoim Ciiy,OK 73104 404681.6663/Fax: 4054545007 leitMlaikCIMMOKLIMM CONFIDENTIAL Subject to Protective Order IATS - 000631 SDNY_GM_02774736 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 376 EFTA01340004 Subject: Re: Escrow for N722JE From: "Kim Thompson" Sant 11/4/2019 10.15.31AM To: "Michael Kolich" I Attachments: Wire Transfer Instructions - IATS.pdf 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, KM Thompson. Escrow Agent and As to ban F. Roberts • VP a Insured Aircraft TM. Service, U.C. 21 Eta Main Stem, Suet I00,0klahoins City, OK 73104 Iharc aoSettl.6643Mar 40S-6844007 imeatiSir Original Message From: 'Michael Kolich To: "Kim Thompson" Cc 'Joan Roberts' Sent: 11/4/20191 . : AM Subject Escrow for N722JE Good Morning Kim. Can we open an escrow account for the attached AM. Also please: 1. Execute the consent and 611 in escrow fees on page 34 1. Run FAA/IR searches 3. Send wke instructions Looking to close around the end of the month. Do you Mow what days Thanksgiving will affect the FAA and IATS yet? ' Thanks, Mike. C e M• Michael 0 Eolith, Attorney Jotiow, tic roman cm 21620 ador.:1O Shoreaa. 3 44311 Wainniyon. CC MO 16... Si. NW. tie XO. WO.P1,0 01- DC Koss Jefouctstions. Jetenswen. 'allow. A., Ina amartnass.. ra.ael a aa ta pa nom. of lain .II. wrack., rev 4cennalned papas ork, N i/al l mama. Mann -Una .4.amOry Mira t1C ow. ea can !km, a stanercli.0 ptlitantslip n461 MI Tab I., ace plats( thal chat. in "nasal Cathy. el want. N artoaam..l kaa aJ mean a a.ad nv, a Oa WpnM Gala is CONFIDENTIAL Subject to Protective Order IATS - 000632 SDNY_GM_02774 737 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261377 EFTA01340005 Subject: N722JE From: "Aundrea Jones" Sent 10/11/2019 10:35:12 AM To: Hello, I am not sure how we got disconnected and I tried to call you back but your mailbox was full. I spoke with an escrow officer and they advised that you can have a segregated account-you will just need to request that in writing. So we will need something from both the buyer and seller. Just keep in mind that this will not be interest bearing. Please let me know if I can help you with anything else. Sincerely, Aundrea Jones Escrow Assistant to Joan F. Roberts-Vice President 21 E. Main Street, Ste. 100 Oklahoma City, OK 73104 n ur **Please note that IATS and the FAA are both closed on Monday, October 14, 2019, in observance of Columbus Day.** In CONFIDENTIAL Subject to Protective Order IATS - 000633 SDNY_GM_02774738 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261378 EFTA01340006 101/2019 Subject: From: Sent: To: Attachments: N72 JE TS.p Hello, FAA Title Search N7221E "Brandee Wilson" 10/1/2019 4:58:05 PM Please see attached the FM title search on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 www.insuredaircraft.com CONFIDENTIAL Subject to Protective Order IATS - 000634 SDNY_GM_02774739 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261379 EFTA01340007 10i1M19 Subject: FAA Title Search N722JE From: "Brandee Wilson" Sent: 10/1/2019 4:58:45 PM To: Attachments: N722JE TS.pdf Hello, George Reenstra" Ellee Kim" Please see attached the FM title search on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 www.insuredaircraft corn 1I1 CONFIDENTIAL Subject to Protective Order IATS - 000635 SDNY_GM_02774740 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261380 EFTA01340008 10,1E2019 Subject: Re: N7221E serial 760750 S76C++ From: "Brandee Wilson" Sent: 10/1/2019 2:04:27 PM To: "Larry Visoski" CC: "George Reenstra" Thank you! Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 Original Messag From: "Larry Visoski" To Cc: "George Reenstra" Sent: 10/1/2019 2:00:1 Subject: N722JE serial 760750 S76C++ Brandee, Per your request, see attach serial number, Thx,' larry "Larry" • "Larry" 111 CONFIDENTIAL Subject to Protective Order IATS - 000636 SDNY_GM_02774 74 1 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 38 1 EFTA01340009 1011O019 Subject: Re121: N7221E From: "Brandee Wilson" ■ Sent: 10/1/2019 1:40:45 PM To: "Ellee Kim" You're welcome! Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 www.insuredaircraft.com Original Messa e From: "Ellee Kim" To: "Brandee Wilson Sent: 10/1/2019 1:39:43 PM Subject: RE: N722JE Thank you very much. From: Brandee Wilson Sent: Tuesday, October 1, 2019 1:27 PM To: Ellee Kim Subject: N7221E Hello, Please see attached our escrow agreement and our terms and conditions. Thank you! Brandee Wilson 112 CONFIDENTIAL Subject to Protective Order lATS - 000637 SDNY_GM_02774742 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF-ON_00261382 EFTA01340010 10,111019 Subject: From: Sent: To: RE: N722JE "Ellee Kim" 10/1/2019 1:39:43 PM "Brandee Wilson" Thank you very much. From: 8randee WiIsorl Sent: Tuesday, October 1, 2019 1:27 PM To: Ellee Kim Subject: N7221E Hello, Please see attached our escrow agreement and our terms and conditions. Thank you! Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 .ins 111 CONFIDENTIAL Subject to Protective Order IATS - 000638 SDNY GM_02774743 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261353 EFTA01340011 '.(Vii2019 Subject: Re[2]: Engine Information Request N7221E From: "Brandee Wilson" Sent: 10/1/2019 1:00:38 PM To: "Larry Visoski' Thank you! Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 www.insuredaircraft.com Original Messag From: "Larry Visoski" To: "Brandee Wilson" Sent: 10/1/2019 12:5 Subject: Re: Engine Information Request N7223E Hi Brandee, I will get that information to you shortly Sent from my iPhone On Oct 1, 2019, at 1:45 PM, Brandee Wilson Hello, What is the engine make, model and serial numbers? Thank you, wrote: to CONFIDENTIAL Subject to Protective Order IATS - 000639 SDNY_GM_02774744 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261384 EFTA01340012 101/2019 Subject: Re: Engine Information Request N722JE From: "Larry Visoski" Sent: 10/1/2019 12:56:0 n"" To: "Brandee Wilson" Hi Brandee, I will get that information to you shortly Sent from my iPhone On Oct 1, 2019, at 1:45 PM, Brandee Wilson Hello, What is the engine make, model and serial numbers? Thank you, Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 www,insuredaircraft.corn wrote: 1/1 CONFIDENTIAL Subject to Protective Order IATS - 000640 SDNY_GM_02774745 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261385 EFTA01340013 10/1)2019 Subject: Engine Information Request N7221E From: "Brandee Wilson" Sent: 10/1/2019 12:45:59 PM To: Hello, What is the engine make, model and serial numbers? Thank you, Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 www.insuredaircraft.com CONFIDENTIAL Subject to Protective Order IATS - 000641 SDNY_GM_02774746 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261386 EFTA01340014 I00141,1 Subject: From: Sent: To: Attachments: N722JE "Brandee Wilson" 10/1/2019 12:26:31 PM N722JE Escrow Agreement.pdf; IATS Terms and Conditions (2).pdf Hello, Please see attached our escrow agreement and our terms and conditions. Thank you! Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 www.insuredaircraft.com 711 CONFIDENTIAL Subject to Protective Order IATS - 000642 SDNY_GM_02774747 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261387 EFTA01340015 IlVIrA119 Katie Miller Subject: Fw: (Disarmed) Re: Sikorsky 760750 From: "Kim Thompson" Sent 10/1/2019 12:14:12 PM To: "Katie Miller" Kim Thompson, Escrow Agent and Assistant to Joan F. Robots - VP Insured Aircraft Tide Service, LTC 21 East Main Strcct, Suite 100, Oklahoma City, OK 73104 Phone: 405.681.6663/Fax: 405-684-5007 wwwansuredasrcrati.com Forwarded Message From: "George Reenstra" To: "Darren Indyke" Cc: "Larry Visoski" Kellerhals" Roberts" < ; "Richard Kahn" < Sent: 10/1/2019 11:59:10 AM Subject: (Disarmed) Re: Sikorsky 760750 Melissa Tomkiel" < >; "Kim Thompson" e:1-) -eta. ; "Erika "Joan Ellee that is the correct I will advise Joan Roberts at IATS to be on the look out. Spoke to Darren we will provide a contract on Thursday Any questions let me know Thanks In CONFIDENTIAL Subject to Protective Order IATS - 000643 SDNY_GM_02774748 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261388 EFTA01340016 10/112019 Katie Miller George Rcenstra cell 201.906.1411 www.ltelicopterresales.com On Oct 1, 2019, at 12:51 PM, Darren Indyke wrote: Sent from my iPhone. Please excuse the typos. Begin forwarded message: From: Ellee Kim Date: October 1, 2019 at 12:33:30 PM EDT To: Darren Indyke Subject: RE: Sikorsky 760750 Darren, We are wiring the deposit into Insured Aircraft Title. I was advised the registration number of the aircraft is 7221E. Please advise if this is incorrect. Once we send the wire into the escrow agent, I will send you a copy of the confirmation for your files. Should you have any question, please do not hesitate to reach out. Finally — l'Shana Tovahl Regards, Ellee Ellee Kim Macklowe Properties 767 Fifth Avenue 2/3 CONFIDENTIAL Subject to Protective Order IATS - 000644 SDNY_GM_02774749 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261389 EFTA01340017 10/1/2019 Katie Miller New York New York 10153 0023 gflgial c ti • tem t from "nam11.safelinks.arotectIon.outlook,com" claiming to be D1Pckloweproperties.com From: Ellee Kim Sent: Friday, September 27, 2019 9:59 PM To: Darren Indyke Subject: Re: Sikorsky 760750 Thanks Darren. Please see attached. Regards, Ellee 3/3 CONFIDENTIAL Subject to Protective Order IATS - 000645 SDNY_GM_02774 750 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261390 EFTA01340018 10,1/2019 Subject From: Sent To: Fw: (Disarmed' Re: Sikorsky 760750 loan Roberts_________ 10/1/2019 12.1 I:SS PM 'grandee Wison" looks like new one - N7221E. I have no clue vANo all these people are loan F Roberts Vice President Insured Aircraft Title Service. Ilk 21 East Main. Suite 100 Oklahoma City. Oklahoma 73104 tww inSuredaWna Forwarded Message From: 'George Reenstre To: 'Darren Indyke CC 'Larry Visoski- Richard Kah Erika Kellerhals* Tomkier loan Roberts- Kim Thompson Sent 10/I/201911:59:10 AM Subject (Disarmed) Re: Sikorsky 760750 thee that is the correct I will advise loan Roberts at IATS to be on the look out Spoke to Darren we wil provide a contract on Thursday Any questions let me know George Reunite yaoz.bikdonakdan On Oct 1, 2019, at 12:51 Pµ Darren Indyke Sent from my iPhone. Please excuse the typos. Begin forwarded message: From: Ellee Kim Date: October 1, 2019 al 1k31:30 PM EDT To:Darren Indyke Subject: RE: Sikorsky 760750 Darren. wrote: ssa We are wiring the deposit into Insured Aircraft Title. I was advised the registration number of the aircraft is 7221E. Please advise if this Is incorrect. Once we send the wire into the escrow agent, I will send you a copy of the confirmation for your files. Should you have any question, please do not hesitate to reach out 1/2 CONFIDENTIAL Subject to Protective Order IATS - 000646 SDNY_GM_02774751 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 139 I EFTA01340019 10/1/2019 Finally - l'Shana Tovahl Regards, Ellee Elle Kim Macklowe Properties 767 Fifth Avenue New York New York 10153 0023 MailScanner has detec a possible fraud attempt from *naml 1.safelinksprotection.oullook.com" claiming to be macklowepropernes.com < httos.linaml 1 safelinks protection outlook cornfi urli:ht1p%3A%2F962fwvevo mackInwe com967Forojertvtgyears%7F8idata.02967C01%7Cneorge9640jetaso com%7CRS179e6ba4504115S7rclga from: Dice Kim Sent: Friday, September 27, 2019 9-.59 PM To: Darren Indyke Subject Re: Sikorsky .:i76 it Thanks Darren. Please see attached. Regards, Ellee 2/2 CONFIDENTIAL Subject to Protective Order IATS - 000647 SDNY_GM_02774752 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261392 EFTA01340020 Subject: (Disarmed) FW: Wire instructions From: "Ellee Kim" Sent: 1:02110 AM To: Attachments: Wire Transfer Instructions - I .p Hi Karen, Melissa Tomkiel forwarded your contact information to me so that we could wire a deposit for a purchase of a helicopter. I have a few questions for you before we send the wire out (which we need to wire out today). Are you available for a quick call? Please advise. Regards, Ellee Ellee Kim Macklowe Properties 767 Fifth Avenue New York New York 10153 0023 Mai la_canner has detected a possible fraud attempt from "www.macklowe.com" claiming to be mackloweoroperties,com From: Melissa Tomkiel Sent: Tuesday, October 1, 2019 10:07 AM To: Ellee Kim Subject: Fwd: Wire instructions Hi Ellee, Please see the attached wire instructions for the deposit for the helicopter. Kim Thompson is the escrow agent - her contact info is below if you have any questions. I'd like to schedule the pre-buy inspection. As we discussed the other day, we should coordinate for the appraisal. Best regards, Melissa MELISSA TOMKIEL CONFIDENTIAL Subject to Protective Order IATS - 000648 SDNY_GM_02774753 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261393 EFTA01340021 PRESIDENT-FMEDYANG GENERAL COUNSEL Forwarded message From: Kim Thompson Date: Mon, Sep 30, 2019 at 6:39 PM Subject: Re: Wire instructions To: George Reenstra Cc: Melissa Tomkiel Please find attached bank wire transfer instructions. Regards, Kim Thompson, Escrow Agent and Assistant to loan F. Roberts - VP Insured Aircraft Title Service, 11C 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-683.6663/Fax: 405-684.5007 www.insuredoircroft.com CONFIDENTIAL Subject to Protective Order IATS - 000649 SDNY_GM_02774754 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF-Lk_00261394 EFTA01340022 Subject: Re: Wire instructions From: "Kim Thompson" Sent 9/30/2019 5:38:46 PM To: "George Reenstra" CC: "Melissa Tomkiel" Attachments: Wire Transfer Instructions - IATS.pdf Please find attached bank wire transfer instructions. Regards, Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main Street, Suite 100, Oklahoma City, OK 73104 I -6663/Fax: 405.684.5007 www.insuredaircrattcom Original Message From: "George Reenstra" To: "Kim Thompson" Cc: "Melissa Tomkiel" Sent: 9/30/2019 1:07: Subject: Wire instructions Have terrible service, please s end Melissa wire instructions this will be on Sikorsky 760750 sale price 3.5m details in a few days...Melissa has buyer details George Reenstra www.helicopterresales.com CONFIDENTIAL Subject to Protective Order 1ATS - 000650 SDNY_GM_02774755 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261395 EFTA01340023 Subject Wire instructions From: Sent: To: "Kim Thompson" CC: "Melissa Tomkiel" "George Reenstra" 9/30/2019 1:07:22 PM Have terrible service, please s end Melissa wire instructions this will be on Sikorsky 760750 sale price 3.5m details in a few days...Melissa has buyer details George Reenstra www.helicopterresales.com CONFIDENTIAL Subject to Protective Order IATS - 000651 SDNY_GM_02774756 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261396 EFTA01340024 FAA Registry • Aircraft - N•Number Inquiry Serial Number 760750 https://registry.faa.gov/aircrallinquiry/NNum_Results.aspx?NNum... FAA REGISTRY N-Number Inquiry Results N722JE is Assigned Manufacturer Name KEYSTONE HELICOPTER Model Type Aircraft Pending Number Change Date Change Authorized S-76C Rotorcraft None None MFR Year 2008 Type Registration LLC Registered Owner Name Street City County Country Airworthiness Aircraft Description Status Valid Certificate Issue Date Expiration Date 07/31/2022 Type Engine Turbo-shaft Dealer No 07/17/2019 Mode S Code (base 52325707 8/ oct) Mode S Code (base 16 / hex) Fractional Owner NO HYPERION AIR LLC 6100 RED HOOK QUARTER B3 ST THOMAS VIRGIN ISLANDS Engine Manufacturer TURBOMECA Engine Model ARRIEL 252 A/W Date 12/08/2008 CONFIDENTIAL A9ABC7 State Zip Code Classification Category Exception Code Standard Transport No FOREIGN 00802 10/12019, 11:29 AM Subject to Protective Order IATS - 000652 SDNY_GM_02774757 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 B97 EFTA01340025 CONFIDENTIAL Subject to Protective Order IATS - 000653 SDNY_GM_02774758 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261398 EFTA01340026 BANK ACCOUNT hdp://192.168.0.243/iats/bank_accouniphp7b1D-79846&pageAct. Insured Aircraft Title Service, LLC Today Is: Monday - Nov. 18, 2019 FAA Working Dates - Exam:10/22/2019 Support:11/06/2019 Bank Account For: 722JE - ( HARRY MACKLOWE ) ACCOUNT OPEN DATE: Tuesday - Oct 01. 2019 SERIAL NUMBER: REGISTRATION: 722JE REGISTRAT1ON(2): ESCROW AGENT: JR REFERENCE: HARRY MACKLOWE DESCRIPTION: SIKORSKY COMMENTS/NOTES: NONE 13 0R TOTAL IN: S100.000 00 TOTAL OUT: $0.00 ACCOUNT BALANCE: 5100,000.00 TRANSACTION DATE AMOUNT (+IN) AMOUNT (-OUT) TRANSACTION NOTES Tuesday -Oct 01.2019 $100.000.00 $0.00 BOA OKC WRE - HARRY MACKLOINE Powered by Insured ABoatt Title Service I of I 11718/2019, 1:34 PM CONFIDENTIAL Subject to Protective Order IATS - 000654 SDNY_GM_02774759 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261399 EFTA01340027 11118/2019 Subject: N722JE From: "Joan Roberts" Sent 11/18/2019 2:19:06 PM To: "Michael Kolich" "'Darren Indyke"' As required under the contract, the deposit has been moved to a segregated escrow account. The deposit is now being held in the IATS escrow account at Bank of America, account no. Joan F. Roberts Vice President Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma C Oklahoma 73104 vvww insure VI CONFIDENTIAL Subject to Protective Order IATS - 000655 SDNY_GM_02774760 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261400 EFTA01340028 Descoolon DATE I BENEFICIARY ah df_nilian'y Nb.C11:icpe do tkaJaiLL___3_ e.b•e. i 1 /-t- l PrACM— ! - &t.._.. &.-il es9G , c 7:52a9sza, - I , 1- 6 , 2 -0 DEBIT I CREDIT 3ALANC£ 72o /dor A4L.EA 2F b' fr----posTT ?EP￾IJR tuE,L) vAie a/c " 1 j 9 //: 1 ti CONFIDENTIAL Subject to Protective Order IATS - 000656 SDNY_GM_02774761 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261401 EFTA01340029 Payment Details Report Company: Insured Aircraft Idle Service LLC Requester: Miller. Cyra Run Date: 01/06/2020 11:31:37 AM CST Domostic High Value (Wire) Payment Category:Urgent/Wire Status: Confirmed By Bank Transaction Number 2016132547KiM1917 Debit Account Information Debit Bank: Debit Account: Debit Account Name: nsur rcraTitle Service LL Debit Currency: USD Beneficiary Details Beneficiary Name: HARRY MACKLOWE Beneficiary Address: CIO MACKLOWE PROPERTIES 767 FIFTH Beneficiary City: AVENUE NEW YORK Beneficiary Postal Code: 10153 Beneficiary Country: US • United States of America Payment Details Credit Currency: USD Credit Amount: 24,500.00 Optional Information Sender's Reference Number-I - Additional Routing Intermediary Bank ID: Control Information Input: achabiel Approver: cnaller Approved: *citadel Initial Confirmation: WTX:2020010600538311 Confirmation ft: FEDR:2020010506B7HU2R006634 BANK OF AMERICAe Beneficiary Account: Beneficiary Bank ID: SIGNATURE BANK 565 5TH AVE. 12TH FL NEW YORK CITY US - United States or America Beneficiary Email: Beneficiary Mobile Number: Value Date: 01/06/2020 Beneficiary Information: N722JE SN 760750 Receiver Information: Input Time: 01/06/2020 11:25:56AM CST Time: 01/06/2020 11:29:06AM CST Time: 01/06/2020 1129:45 AM CST CONFIDENTIAL Subject to Protective Order IATS - 000657 SDNY_GM_02774762 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261402 EFTA01340030 TEMPLATE NO. -3003fr Bankof America et CONTROL II [FOR WIRE DEPT USE ONLY' , AUTHORIZATION TO DOMESTIC WIRE (WITHIN AMMO MAR 2011 TRANSFER FUNDS FORM THE US) IBC CUSTOMER (ORIGINATOR)INFORMATION DATE 1/6/2020 IIBC BRANCH WRITTEN AMOUNT Twenty-Four Thousand Five Hundred and no/ 00 Dollars AMOUNT $24,500.00 FEE DEBIT ACCOUNT NUMBER OR CHECK I/ ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC ORIGINATOR ADDRESS 4848 SW 36TH STREET COY/STATE/ZIP OKLAHOMA CITY, OK 73179 TEL NO 40S-681-6663 RECEIVER BANK Siena t ure Bank ABA/ROUTING II IBRANCH I CITY & STATE BENEFICIARY INFORMATION BENEFICIARY Harry Macklowc BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS C 0 ac owe roperties, 767 Fifth Avenue CITY New York STATE NY ZIP CODE 10153 COUNTRY FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT f FURTHER CREDIT BNF ADDRESS CITY STATE ZIP CODE COUNTRY OBI REFERENCE ionotitssicRomnsoi N722.K. sn 760750 NOTIFY din, indamon .......4 ................7 .V.11.....b.) , .,,, ........., my arbor allay, Mt by 0••• awes ranoirenerets itas• COPY ..1 ban, H.1 On... grin. Nano es inn OW Irmo .440a valves amt.. ba. in INi NaMetialbri Andreutibi• to the amnions eta &oiled mo••••••• (4S CUSTOMER SIGNATURE PREPARED BY (PLEASE PRINT) ROBERTS KIM l et apparowe TH°M amen °N cropycvarnis URI License IMMIS n'AnsPen EXTENSION VERIFIED SIGNATURE CARD CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES CALL BACK PROCEDURES- MUST BE FOLLOWED FOR NON-ESTABLISHED CUSTOMERS CUSTOMER WHO CALLED: CALL BACK NUMBER: WHO RECEIVED:CAL L: (-). CALL BACK BY: TIME RECEIVED CALL:• ( \II 1 k• i TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000658 SDNYGM_02774763 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261403 EFTA01340031 Outgoing Payments Report Company: Insured Aircraft Title Service LLC Requester: Chabot Amy Run Data: 01/06/2020 10:02:14 AM CST Domestic High Value (Wire) Payment Category:Urgent/Wire Status: Confirmed By Bank Transaction Number: 201695330O7L1P09 Debit Account Information Debit Bank: Debit Account: Debit Account Name: Debit Currency: USO naurea Aecra True Service LL BANK OF AMERICA Beneficiary Details Beneficiary Name: ESTATE OF JEFFREY EPSTEIN Beneficiary Account Beneficiary Address: 9053 ESTATE THOMAS SUITE 101 Beneficiary Bank ID Beneficiary City: ST THOMAS FIRSTBANK PUERTO RICO Beneficiary Postal Code: 00802 1519 AVE PONCE DE LEON Beneficiary Country: VI - Virgin Islands. U.S. SANTURCE US - United States of America Beneficiary Email: Beneficiary Mobile Number: Payment Details Credit Currency: USD Credit Amount: 75.000.00 Optional Information Senders Reference Number. 20169533007L1P09 Additional Routing intermediary Bank ID: Control Information input: miller Approver: unifier Approved: achabrel Initial Confirmation: WTX:2020010600490602 Confirmation I: FEDR:20200106B6B7HU4R006822 Value Date: 01/062020 Beneficiary Information: N722JE SN 760750 Receiver information: Input Time: 01/06/2020 9:54:20 Ml CST Time: 01/06/2020 9:56:22 Ml CST Time: 01/08202010:01:32 Ml CST CONFIDENTIAL Subject to Protective Order IATS - 000659 SONY GM_02774764 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261404 EFTA01340032 TEMPLATE NO. Banitof America 'rear *sited MAR XI! L_. ._ . (FOR Wilt( DEPT USE ONLY) _ AUTHORIZATION TO DOMESTIC WIRE (WITHIN TRANSFER FUNDS FORM DIE US) IBC CUSTOMER (ORIGINATOR INFORMATION DATE 1/6/2020 IBC BRANCH WRITTEN AMOUNT Syventy-Five Thousand and no/100 Dollars AMOUNT FEE / ./775,000.00 DEBIT ACCOUNT NUMBER OR CHECK II ORIGINATOR NAME INSURED AIRCRAFT TITLE SERVICE, INC. ORIGINATOR ADDRESS 9848 SW 36TH STREET CITY/STATE/ZIP OKLAHOMA CITY, OK 73179 TEL NO 405-681-6663 RECEIVER BANK irst Bank ABA/ROUTING N BRANCH CITY & STATE BENEFICIARY INFORMATION BENEFICIARY / Estate of Jeffrey Epstein BENEFICIARY ACCOUNT NUMBER BENEFICIARY ADDRESS 9053 Estate Thomas Suite 101 CITY St. Thomas STATE ZIP CODE *00802 COUNTRY VI FURTHER CREDIT BENEFICIARY FURTHER CREDIT BNF ACCOUNT I FURTHER CREDIT BNF ADDRESS CITY STATE ZIP CODE COUNTRY OBI REFERENCE coon meow II410) Nina. sn 760750 NOTIFY imiOnkleMille• • I OW. linfriv. Ow s••••••040 4.4ffer a ON ONO owl is* • Is I • mei i slob* Inanra.• he erwrInanaga onblied, l4$ frodiOnnants. 0 I Oh* pale I ermgel nem, op sell. MO Innialf it~e• tr, IOW Oa al hea.n ninisn Ow e.. MI. ory al DP away r or nor r ors...roe so orroor amoral or or ger we te•yannemedr e neon or nw, er ITI* I* mow We ROBERTS KIM TI°MPSCIN SM...... swop.. Ur' If apprnattle sawn copyolDther License et tampon CUSTOMER SIGNATURE PREPARED BY (PLEASE vaunt EXTENSION VERIFIED SIGNATURE CARD CURRENT BALANCE CURRENT AVAILABLE OFFICER SIGNATURE NOTES s' f 17 CALL BACK PROCEDURES - MUST BE FOLLOWED FOR NON-ESTABLISHED CUSTOMERS: CUSTOMER WHO CALLED: CALL BACK NUMBER: WHO RECELVED CALL: ( CALL BACK BY: TIME RECEIVED/CALL: r \ I • % TIME OF CALL BACK: CONFIDENTIAL Subject to Protective Order IATS - 000660 SDNY_GM_02774765 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_0026 1405 EFTA01340033 Incoming Payments Report Company: Insured Aircraft Tine Service LLC Requester: Foxx, Tiffany Run Dato: 10/01/2019 3:16:37 PM CDT Incoming Payments Originator Information Originator: HARRY MACKLOWE C/0 MACKLOWE PROPERTIES 767 FIFTH AVENUE NEW YORK NY 10153 Beneficiary Details Beneficiary: INSURED AIRCRAFT TIME SERVICE 21 E MAIN STREET SUITE 100 OKLAHOMA CITY OK 73104 Payment Details Credit Amount: 100,003.00 Credit Currency: USD Currency Rate: Optional Information Clearing Reference N: 20191001687261 F00257110011613 Additional Routing Intermediary Bank: Extended Remittance Control Information SIGNATURE BANK Input Time: 10/01/2019 3:13:45 PM CDT Bank of America e le' Merrill Lynch Transaction ID: 2019100100492088 Originator Bank ID: SIGNATURE BANK Originator Account: Beneficiary Bank. CA, N.A. Beneficiary Account Pay Date: 10101/20193:13:52 PM CDT Beneficiary Information: SIKORSKY 700750/REGISTRATION N 722J E PHONE ADVISE: JOAN ROBERTS Receiver Information: CONFIDENTIAL Subject to Protective Order IATS - 000661 SDNY_GM_02774766 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261406 EFTA01340034 Subject: {Disarmed' Re (Disarmed) Re: Escrow for N7221E From: 'Michael Kolich" Sent: 11/4/2019 1101:27 AM To: 'Kim Thompson" Attachments: N7221E Deposit.pdf N7221E - Deposit Assignment 11.4.19 .11..doc Thanks Kim, looks like a SICOk 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 ate. Mike. From: Kim Thompson I San: Monday, November 4, 2019 10:16 AM To: Michael KolichRIIIIINflffnim Subject: (Disarmed) Re: Escrow for N7221E 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, f•namlnerk Escrow Agent and Amami to loan F. Robens - VP Ell insured Aircraft Title SeIVIC0,1.1.C. 21 Ent Mein Soca, Suitc I OR Oklahoma City. OK 73104 mac ins-Kg4.5007 ingwkwastelacaftsma Original Message From: "Michael Kolich To: "Kim Thompson" c 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 APA. Also please: 1. Execute the consent and FIRM 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 wit affect the FM and IATS yet? Thanks, Mike. CONFIDENTIAL Subject to Protective Order IATS - 000662 SDNY_GM_02774767 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261407 EFTA01340035 Mic noel D. Kobel,. Attorney biojlacannecisos detected a aossiblf, fraud adaradt ham "istiessomr claiminv to be Mallkanner has detected o possible klavd_attemot from "Wm corn" claiming bel Jetlow. LLC KayosCo/ 21.281.40:n1 a. NANNOO, KS 4621$ motivion. OC 1020 loin SI. N w. NO ICO. wormngkin DC 20016 Joaquestions. lolonswers. AN tar. of tvwct to, Mn. MI a, 'to $Im JINN, of lean, L than, IfACIPAIWA. lIaToNa NI, NAI aA avataag A Nana 4NniFfl...11144 id$, Mn Wale NA at Alfa,' (goat Mr.:Plater OM .1 ANILNa iNipArraN th at. (Nato at psenhi Antal. a Ion.r ai afro n nfpMp kw. ref stew n nay., icy, a .a ht. Ia.. ha. CONFIDENTIAL Subject to Protective Order IATS - 000663 SDNY_GM_02774 768 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261408 EFTA01340036 Insured Aircraft Title Service, LLC 21 E. Main Street, Suite 100, Oklahoma City. OK 13104 405681.6663 800-6544882 FAX: 405-681-9299 DEPOSIT CONFIRMATION DATE: October 1, 2019 FROM: Brandee Wilson Asst. to Joan Roberts, Vice President TO Larry Visoski RE: N722JE Keystone Helicopter S-76C SN 760750 THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, LLC RECEIVED A DEPOSIT IN THE TOTAL AMOUNT OF 5100,000.00 FROM HARRY MACKLOWE C/O MACKLOWE PROPERTIES TOWARD THE PURCHASE OF THE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW REFUNDABLE PENDING FUTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR THE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. SHOULD A DEPOSIT BECOME DISPUTED, DEPOSITOR AND ANY OTHER PARTIES WILL HOLD IATS HARMLESS AND WILL SHARE EQUALLY ANY FEES AND EXPENSES INCURRED BY ESCROW AGENT. SHOULD THE ESCROW NOT CLOSE SUCCESSFULLY, A MINIMUM FEE OF 5150.00 WILL BE CHARGED. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405-681-6663. CONFIDENTIAL Subject to Protective Order IATS - 000664 SDNYGM_02774769 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261409 EFTA01340037 Insured Aircraft Title Service, LLC 21 E. Maio Street, Suite 100, Oklahoma Otto. OK 73104 405-681-6663 800-654-4882 FAX: 405-681-9299 DEPOSIT CONFIRMATION DATE: October 1, 2019 FROM: Brandee Wilson Asst. to Joan Roberts, Vice President TO Larry Visoski RE: N722JE Keystone Helicopter S-76C SN 760750 THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, LLC RECEIVED A DEPOSIT IN THE TOTAL AMOUNT OF $100,000.00 FROM HARRY MACKLOWE C/O MACKLOWE PROPERTIES TOWARD THE PURCHASE OF THE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW REFUNDABLE PENDING FUTHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR THE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. SHOULD A DEPOSIT BECOME DISPUTED, DEPOSITOR AND ANY OTHER PARTIES WILL HOLD IATS HARMLESS AND WILL SHARE EQUALLY ANY FEES AND EXPENSES INCURRED BY ESCROW AGENT. SHOULD THE ESCROW NOT CLOSE SUCCESSFULLY, A MINIMUM FEE OF $150.00 WILL BE CHARGED. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405.681-6663. CONFIDENTIAL Subject to Protective Order IATS - 000665 SDNY_GM_02774770 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261410 EFTA01340038 101/2019 Subject: Deposit N722JE From: "Brandee Wilson" Sent: 10/1/2019 3:26:34 PM To: eorge Reenstra" Attachments: IATS Terms and Conditions (2).pdf; N722JE Deposit.pdf Hello, "Ellee Kim" The attached letter will confirm funds into escrow on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 www.insuredaircraftcom CONFIDENTIAL Subject to Protective Order IATS - 000666 SDNY_GM_02774771 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026141 I EFTA01340039 FAA/IR Searches CONFIDENTIAL Subject to Protective Order IATS - 000667 SDNY_GM_02774772 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002614 I 2 EFTA01340040 AIRCRAFT CHAIN of TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Attn: Joan Roberts Insured Aircraft Title Service, LIC R 13.BOX10577 4C6481410 CKLAION QTY.MAMMA nu. TOLL FREE PHONE 030454-4602 RE: N/A FAA Records Chain of Title Search revealed the following information on the aircraft herein described. Object: N722JE Keystone Helicopter Title Conveyed By: -- Dated: 9-9-08 Recorded: To: Keystone Helicopter Corp. Address: 110 Stewart Huston Dr., Coatesville, PA 19320 Model: S-76C Serial No.: 760750 FAA Doe # Title Conveyed By: Bill of Sale Dated: 12-30-08 Recorded: 1-7-09 FAA Doc # PH001656 To: Sikorsky Aircraft Corporation Address: 6900 Main St., Stratford, CT 06614 Title Conveyed By: Bill of Sale Dated: 12-30-08 Recorded: 1-7-09 FAA Doc # PH001657 To: Freedom Air International, Inc. fka Shmitka Air Inc. &a Air Ghislaine, Inc. Address: 103 Foulk Road, Suite 202, Wilmington, DE 19803 Title Conveyed By: Bill of Sale Dated: 7-26-11 Recorded: 8.16-11 FAA Doc # D1007148 To: ASI WINGS, LLC Address: 151 Farmington Avenue, Hartford, CT 06156 Title Conveyed By: Bill of Sale Dated: 6.13-19 Recorded: 7-17-19 To: Hyperion Air, LLC * Address: 6100 Red Hook Quarter, B3, St. Thomas, USVI 00802 FAA Doc # JD020475 Page 1 of 2 N722JE Ser. No. 760750 Printed: Nov 26, 2019 12:59 PM CONFIDENTIAL Subject to Protective Order IATS - 000668 SDNY_GM_02774773 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261413 EFTA01340041 AIRCRAFT CHAIN of TITLE REPORT from FAA RECORDS SEARCH Account No. l'Innw No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Ann: Joan Roberts Insured Aircraft Title Service, LLC P.O. BOX 19827 OICLAHOMACITC OKLAHOMA 7314i MIME: PHONE 800464-462 RE: N/A THIS IS THE PRESENT RECORD OWNER AS OF THE DATE OF THIS REPORT. This search is subject to the filings reflected on the records and index of collateral provided by the FAA and Insured Aircraft Title Service assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA records and index of collateral are free of error. Report Date: 11/26/2019 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE By K. Selig Title Examiner KS/ts Page 2 of 2 N722JE Ser. No. 760750 Printed: Nov 26, 201912:59 PM CONFIDENTIAL Subject to Protective Order IATS - 000669 SDNY_GM_02774774 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261414 EFTA01340042 Subject: N722JE From: "Kim Thompson" Sent 11/26/2019 1:13:06 PM To: Attachments: N722JE COT.pdf Mike, Attached is the chain of title report for this aircraft. Regards, Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP Insured Aircraft Title Service, LLC. 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone. 405-681.6663/Fax- 405-684-5007 wwminsuredaircrqfi.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. CONFIDENTIAL Subject to Protective Order IATS - 000670 SDNY_GM_02774775 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261415 EFTA01340043 NiQc94.J 9 /2e 1"— N D CLAXIS ;EARCH CERTIFICATE anal Registry of International Interests in Aircraft Equipment ad on 04 Nov 2019 al 1827'.05 GMT lunteman of Insured Aircraft Title Service, LLC y Search Certificate: IATS search Criteria Manufacturer: Model Designation: Manufacturers Serial Number: SIKORSKY S-76 760750 Certificate Number 1290698 o` rce .12 Si ce Type: Sale Fractional or Partial Interest: 100.000000% Seller: Freedom Air International. Inc.' (id_docs@insuredaircraft cam) Buyer: ASI Wings. LLC (vertdocs@insuredaircraft corn) 13 Jun 2019 16:03:01 GMT . . File Number: 1644795 V0 co OC a Type: Sale Fractional or Partial Interest: 100.000000% Seller: ASI Wngs, LLC (kwg_doc.5@insuredaircraft com) Buyer itypenon AE. LLC (kw6flocsejzinsuredaircraft com) End of List In conformity with Article 22(3) of the Cape Town Convention 'international interest- In this certificate denotes an interest which the Creditor has acquired or intends to acquire and is not intended to indicate whether what is registered is an international interest or a prospective international interest. Similarly. with reference to Article 19(4) arid 19(5) of the Cape Town Convention. 'assignment" is not Intended to indicate whether what is mgislered is an assignment or a prospective assignment. and, in conformity with Article III of the Aircraft Protocol. "sale" is not intended to indicate whether whim Is registered is a sale or a prospective sale. The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and earliest interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fury represented within six decimal places. Percentages shown are of the full aircraft object. 'The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Entity Reference. Ord Mini* 0000203884 Air Ghislaine. Inc. New Name Date Changed on International Registry Freedom Air International, Inc. 25-Jul-2011 The document has been digitally signed by the Registrar and the signature has been riled. Page 1 of 2 CONFIDENTIAL Subject to Protective Order IATS - 000671 SDNY_GM_02774776 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261416 EFTA01340044 119ZOO-V.L.43 LI vy O z c co pi m n g H O 73 0 H H C 73 o m a 70 -o > 2 G) O - O O0 LO N N O M t o a) rz' = ;.! a 1 I-1 V8 OOO SIKORSKY II 8-78 780750 Stipplenvintaiy Priority Search Int otmation • This Information table contains supplementary priority search Information provided pursuant to Section 7.8 of the Regulations for the International Registry. Supplementary priority search information is provided for information purposes only to assist users in reviewing the registered informatics, contained In the priority search certificate. Users must review all registered information contained In the priority search certificate and not Just the Information contained In the supplementary priority search Information. In the case of inconsistency between the registered information contained in the priority search certificate and the supplementary priority search Information, the registered Information contained in the priority search certificate shall prevail. Any such inconsistency and any inaccuracy discovered should be reported to the Registrar within 72 hours of receipt of the priority search certificate by the user. Date Type File Number Fractional or Partial Interest 26 Jul 2011 18:01:37 GMT Sale 732496 100.000000% _ . 13 Jun 2019 16:03:01 GMT Sale 1844795 100.000000% Fully Discharged Discharged by File Number(s) Date of Full Discharge This document has been digitally signed by Me Registrar and the signature has been filed. Page 2 2 EFTA01340045 PRIORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment this certificate was created on 04 Nov 2019 at 16:27:05 GMT Requested by: Judy Nunternan of Insured Aircraft Title Service, LLC Beneficiary of Priority Search Certificate: IATS Search Criteria Manufacturer: TURBOMECA Model Designation: ARRIEL 2S2 Manufacturers Serial Number: 42285 Certificate Number 1290699 0 Typo: Sale Fractional or Partial Interest: 100.000000% Seller: Freedom Air Into • Buyer: AS! Mtgs. LLC ::13,Jun 2019.16;17:01 GMT . Filo Number: 1644267 0 Type: Sale Fractional or Partial Interest: 100.000000% Seller ASI lAhngs. RC Buyer. lityPenon Air. LL End of List In conformity with Article 22(3) of the Cape Town Convention 'international interest' in this certificate denotes an interest which the creditor has acquired or intends to acquire and is not intended to indicate whether what is registered is an international interest or a prospective international interest. Similady. with reference to Article 19(4) and 19(5) of the Cape Town Convention. 'assignment' is not intended to indicate whether what is registered is an assignment ore prospective assignment, and. in conformity with snide ill of the Aircraft Protocol, 'sake is not intended to indicate whether what is registered is a sale Ora prospective sale. The International Registry system is designed to use percentages with a maximum of sot decimal places when recording fractional and partial interests in aircraft objects e.g. 12.123456%. Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. 'The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. JV"amtr Change Hist0ry. Entity Reference 0000293884 Old Name Air Ghislaine, Inc. New Name Date Changed on International Registry Freedom Air International. Inc 25-Jul-2011 This document has been digitally signed by the Registrar and the signature has been Mod nom: CONFIDENTIAL Subject to Protective Order IATS - 000673 SDNY_GM_02774778 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261418 EFTA01340046 9ZOO-V.L.43 II I 6 z c co pi m n g 0 73 73 0 Date _ ... _ . 26 Jul 2011 18:06:15 GMT Sale fri 13 Jun 201918:17,01 GMT Sale 0 0 m a 70 a -o 7s 14. > <7) G-) o xi el > cn 00 L0 TURSOMECA ARRIEL 2S2 p 42285 eScrpplerhentary Priority Search Informal This information table contains supplementary priority search information provided pursuant to Section 7.6 of the Regulations for the International Registry. Supplementary priority search information is provided for information purposes only to assist users in reviewing the registered information contained in the privily search certificate. Users must review all registered information contained in the priority search certificate and not Just the information contained in the supplementary priority search information. In the case of inconsistency between the registered information contained In the priority search certificate and the supplementary priority search information. the registered information contained in the priority search certificate shall prevail. My such inconsistency and any inaccuracy discovered should be reported to the Registrar within 72 hours of receipt of the priority search certificate by the user. Woo File Number Fractional or Partial Interest 732506 100.000000% 1644797 100.000000% Fully Discharged Discharged by File Number(s) Date of Full Discharge P 2 1-1'O In 3 10 DJ y 0_ cocument has been digitally signed by the Registrar and the signature has been filed. Page 2 c: 2 F-1 8 EFTA01340047 PRIORITY SEARCH CERTIFICATE Issued by the International Registry of International Interests in Aircraft Equipment this certificate was created on 04 Nov 2019 at 1627'05 GMT Requested by: Judy Hunteman of insured Aircraft Tine Service, lie Beneficiary of Priority Search Certificate: IATS search Ciboria Manufacturer: TURBOMECA Model Designation: ARRIEL 252 Manufacturer's Serial Number: 42286 Certificate Number 1290700 Fire. Niiiiiser,„ ra Type: Sala Fractional or Partial Interest: 100.000000% Seller: Freedom Air int Buyer: ASI Wings. LLC 0 a Type: Sale Fractional or Partial Interest: 100.000000% Seller: ASI Wings, LL Buyer: Hyperion Air, LLC End of List In conformity with Article 22(3) of the Cape Town Convention International interest' in this certificate denotes an interest which the aerator has acquired or intends to acquire and is not intended to indicate whether what Is registered is an international interest or a Prospective International interest. Similarly, with reference to Article 19(4) and 19(5) of the Cape Town Convention. *assignment' is not intended to indicate whether what is registered Is an assignment or a prospective assignment. and. In conformity with Article III of the Aircraft Protocol, 'sale' is not intended to indicate whether what Is registered is a sale or a prospective sale. The International Registry system is designed to use percentages with a maximum of six decimal places when recording fractional and partial interests In aircraft objects e.g. 12.123456% Please consider that certain fractions cannot be fully represented within six decimal places. Percentages shown are of the full aircraft object. 'The International Registry was notified that this entity had a change of name within the meaning set out in the Regulations and Procedures for the International Registry. Ara' trit.froSs. *" Entity Reference Old Name 0000293884 Air Ghislaino, Inc. New Name Date Changed on International Registry Freedom Au International, Inc. 25-Jul-2011 This document has been digitally signed by the Registrar and the signature has been filed Pat. ': or CONFIDENTIAL Subject to Protective Order IATS - 000675 SDNY_GM_02774780 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261420 EFTA01340048 9ZOO-V.L.43 I 7 ZI I vy c co O z pi m n g TURBOMECA II ARRIEL 252 II 42286 arv7fv‘- 'Suppten'fOntaryPriority Scurch lnforrr~liun "' H This information table contains supplementary priority search information provided information is provided for information purposes only to assist users in reviewing 0 73 0 H H C 70 o if m a 70 a -o > > gt. G) O 7s -o 0 cc) (,) CI z IO a) t.1 0_ „1 Zo I- 1 8 pursuant to Section 7.8 of the Regulations for the International Registry. Supplementary priority search the registered Information contained In the priority search certificate. Users must review all registered information contained in the priority search certificate and not Just the information contained In the supplementary priority search Information. In the case of inconsistency between the registered information contained in the priority search certificate and the supplementary priority search information. the registered Information contained in the priority search certificate shall prevail. Any such inconsistency and any inaccuracy discovered should be reported to the Registrar within 72 hours &receipt of the priority search certificate by the user. Date 26 Jul 2011 18:11:56 GMT le i t 13 Jun 2019 16:03:04 GMT Sale 1. Type File Number Fractional or Partial Interest 732512 100.000000% 1644796 100.000000% Fully Discharged Discharged by File Number(s1 Date of Full Discharge This document has been digia0y signed by the Registrar and the signature has been tiled. 'age 2 e 2 EFTA01340049 AIRCRAFT TITLE REPORT from FAA RE ORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Ann: Joan Roberts Insured Aircraft Title Service, LLC R a BOX 19327 405-6814469 °MAMA CITY. OKA/ 40114 73144 TOLL AWE PHONE 881)4544892 RE: N/A FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: N722JE Make: Keystone Helicopter Model: S-76C Serial No.: 760750 Record Owner: Hyperion Air, LLC Address: 6100 Red Hook Quarter, B3, St. Thomas, USVI 00802 Type: LLC Date Registered: 7-17-19 Title: Manager Signed By: Lawrence P. Visoski, Jr. Acquired By: Bill of Sale Date: 6-13-19 Date Filed: 6-13-19 Recorded: 7-17-19 FAA Doc. # JD020475 Previous Owner: ASI Wings, LLC Address: 151 Farmington Avenue, Hartford, CT 06156 Date Registered: 8-16-11 Subject To: NO LIENS OF RECORD CONFIDENTIAL Subject to Protective Order IATS - 000677 SDNY_GM_02774782 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261422 EFTA01340050 AIRCRAFT TITLE REPORT from FAA RECORDS ICA Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Attn: Joan Roberts A Insured Aircraft Title Service, LLC P 0 130% 19627 405.681.6663 0111A110181 CITY. 010/0101184 73144 TOLL ME: PHONE /30071384.4632 RE: N/A This search is subject to the filings reflected on the records and index of collateral provided by the FAA and Insured Aircraft Title Service assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA records and index of collateral are free of error. Report Date: 10/01/2019 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE By K Selig KS/km Title Examiner This title search DOES NOT include a search for registrations lodged at the International Registry of Mobile Assets. If this collateral qualifies under the provisions of the Capetown Convention and Aircraft Protocol, a separate search should be obtained. 2 Page 2 of 2 N722JE Ser. No. 760750 Printed: Oct 1, 2019 4:07 PM CONFIDENTIAL Subject to Protective Order IATS - 000678 SDNYGM_02774783 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261423 EFTA01340051 -,--,-_-..-,--._-,...-.:, _-...-.x.-._-,-,-...-....-c...---,-....-._-._-..-cc._-....-....z._-...-..............,..-------._._-‘,....---...-....-...---,-...,_-.,...........-..-..--...-.-..-...-„-..-.......-...-......-_-,-,-._-_-_-_-,---,-„,--,-_-_-._-_-... ..-? AIRCRAFT TITLE REP I R from FAA ' . O ' DS SEAR I Account No. Phone No. ! ! / / / / / / / / 7, / / / / / / el I I 9 I 1 I 0 ?) I I 1 It ! ! 9 Subject To: i The FAA advises that there is no encumbrance cross-reference card in existence for the / above described engine indicating that the engine has never been encumbered within the / ? ? ?) FAA's ( recording system, therefore, there are No Liens of Record. / I / / / / / / / I / 1 / / / id This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from ii this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number i inquiry screen for encumbrances recorded after September 18, 1997. / / ! / / Page 1 of 2 Engine Ser. No. 42285 Printed: Oct I, 2019 4:09 PM e/ ', C ,-", - C , -, ...- Cs-', C'CC, -'N-''C, - "0.-, Z, -,- -C•CCC,CCC, - CCN-''CCCNZCCCC, -, --, - CNZ, ZNZCCCCCCCCCC,CCCCN-', -", ,- ,, CCCCC , -"0 ,-^COCN_Th._"C, -"N-,.-^e,--,....\--,-,0C,4 Insured Aircraft Title Service, LLC P O BOX '9527 4054X04063 OIGAHOMA CRY, MUM:WU 73 I 44 TOLL FREE: PHONE X001544882 For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Attn: Joan Roberts FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arriel 2S2 Serial No.: 42285 fQ RE: N722JE Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. CONFIDENTIAL Subject to Protective Order ATS - 000679 SDNYGPC02774784 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261424 EFTA01340052 AIRCRAFT TITLE REPORT from FAA REC RDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Attn: Joan Roberts Ef Insured Aircraft Tide Service, LLC R 0.1=19627 4034114613 okiAmcwarc 1:40.3HOMA 73144 TOLL MEE: P10E•304E{Y!2 RE: N722JE This search is subject to the filings reflected on the records and index of collateral provided by the FAA and Insured Aircraft Title Service assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA records and index of collateral are free of error. Report Date: 10/01/2019 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE By K. Selig KS/km Title Examiner This title search DOES NOT include a search for registrations lodged at the International Registry of Mobile Assets. If this collateral qualifies under the provisions of the Capetown Convention and Aircraft Protocol, a separate search should be obtained. CONFIDENTIAL Subject to Protective Order IATS - 000680 SDNYGM_02774785 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261425 EFTA01340053 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Attn: Joan Roberts Ltim LI Insured Aircraft Title Service, LLC Lg i P 0 AO% 1:627 403411314644 OKLAHOMA CRY. OCJJIOMA 73144 701.l EPEE: PHONE W-6544882 RE: N722.11', FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arriel 2S2 Serial No.: 42286 Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there are No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in thcir record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September 18, 1997. Page 1 of 2 Engine Ser. No. 42286 Printed: Oct 1, 2019 4:09 PM CONFIDENTIAL Subject to Protective Order IATS - 000681 SDNY_GN1_02774786 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261426 EFTA01340054 AIRCRAFT TITLE FAA CORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Attn: Joan Roberts Insured Aircraft Title Service, LLC P 0.80X 19577 .056814€63 ONLAHOMA arc OKLAHOM TOU.FREE: %CIE 00044544M2 RE: N722JE This search is subject to the filings reflected on the records and index of collateral provided by the FAA and Insured Aircraft Title Service assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA records and index of collateral are free of error. Report Date: 10/01/2019 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE By K. Selig KS/km Title Examiner This title search DOES NOT include a search for registrations lodged at the International Registry of Mobile Assets. If this collateral qualifies under the provisions of the Capetown Convention and Aircraft Protocol, a separate search should he obtained. CONFIDENTIAL Subject to Protective Order IATS - 000682 SDNY_GM_02774787 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261427 EFTA01340055 Disbursement Instructions & Authorization CONFIDENTIAL Subject to Protective Order IATS - 000683 SDNY_GM_02774788 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026!428 EFTA01340056 1/62020 Subject: RE: Re[2]: {Disarmed} Re: N722JE From: "Ellee Kim" Sent: 1/6/2020 10:59:10 AM To: "Joan Roberts" < CC: "Mary Leprohon' Thanks, Joan. Just in case, below are the wiring instructions to the signature account. Signature Bank 300 Park Avenue New York, NY 10022 ABA6026 013 S76 For Credit to: Account Name: Account 6: Harry Macklowe 767 Fifth Avenue New York, NY 10153 1500215808 Please let me know if you have any questions or need anything further. Regards, Ellee Original Messag From: Joan Roberts Sent: Mondrr January 6. 2020 10:09 ifiM To: Ellee Ki ; Darren Indyke Subject: Re[2]: {Disarmed} Re: N722JE Ellee - for anti-money-laundering reasons, we must return the deposit to the account from which it came. I notice the instructions you sent were for an account at Israel Discount Bank and the original deposit came from an account at Signature Bank. I have sufficient instructions on the incoming wire for the funds to be returned to that account. Please acknowledge that the funds will be wried to that account? Joan F. Roberts Vice President Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, Oklahoma 73104 Phone: 405-681-6663 Fax: 405-682-0818 1/5 CONFIDENTIAL Subject to Protective Order iATS - 000684 SDNY_GM_02774789 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261429 EFTA01340057 www.insuredaircra ft, corn 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. Original Messa From: "Ellee Kim" To: "Joan Roberts' Sent: 1/6/2020 8:37:13 AM Subject: RE: {Disarmed} Re: N722JE "Darren Indyke" >Hi Joan, >1 hope you had a good weekend. I am representing the Purchaser, Helicopter 1029 LLC. >Please let me know if you have any questions or need anything further. >Regards, >Ellee > Original Message---- >From: Joan Roberts >Sent: Monday, January 6 2020 9:13 AM >To: Darren Indyke Ellee Kim >Subject: Re: {Disarmed} Re: N722JE >thank you - I acknowledge receipt of this email and will make the >disbursements. Ellee, will you please confirm for me who you are >representing? Thank you, >Joan F. Roberts >Vice President >Insured Aircraft Title Service, LLC >21 East Main, Suite 100 >Oklahoma City, Oklahoma 73104 >Phone: 405-681-6663 >Fax: 405-682-0818 2/5 CONFIDENTIAL Subject to Protective Order IATS - 000685 SDNY_GM_02774790 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261430 EFTA01340058 116/2020 >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. Original Message >From: "Darren Ind ke" >To: "Ellee Kim' >Cc: "Joan Roberts" >Sent: 1/3/2020 5:10:07 PM >Subject: (Disarmed) Re: N722JE »Joan, »Happy New Year. I confirm I am in agreement and will send you wire »transfer instructions on Monday. Thank you. »Sent from my iPhone. Please excuse the typos. >>>On Jan 3, 2020, at 5:33 PM, Ellee Kim >> >» >>>Hi Joan, >» >>> wrote: >» >»Please be advised that the Purchaser and Seller have mutually agreed >»to terminate the purchase and sale agreement for the Keystone >>>helicopter (tail K N7221E) dated as of November 1, 2019 between >»Hyperion Air, LLC and Helicopter 1029, LLC. >» >» >» >»In connection with the $100,000 deposit held with your firm, Insured >>>Aircraft Title Service LLC, the deposit should be distributed as >>>follows: >» >» >» >>>1. $75,000.00 shall be disbursed to Seller, Hyperion Air >»LLC; >» >>> 2. $24,500.00 shall be disbursed to Purchaser, Helicopter >>>1029, LLC; and >» >>>3. $500 shall be retained by the Escrow Agent in payment in >>>full of its fee for services rendered in connection with the 315 CONFIDENTIAL Subject to Protective Order iATS - 000686 SDNY_GM_02774791 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261431 EFTA01340059 tiCv2020 >»Agreement (per the attached invoice). >>> >>> >>> >»Please confirm receipt of this email and advise if there is any >>>additional information you need from our end to disburse these funds. >>>The wiring instructions for Purchaser will be sent to you in separate >»email. >>> >>> >» >>>Darren- please confirm that the Seller is in agreement with the above >»instructions and provide wiring instructions to loan. >>> >>> >>> >>>Thank you for your assistance with this matter. >» >» >» >>>Regards, >» >»Ellee >» >» >» >» >» >»Ellee Kim >» >»Macklowe Properties >» >»767 Fifth Avenue >» >>>New York New York 10153 0023 >»MailScanner has detected a possible fraud attempt from >»"www,macklowe.corria claiming to be mackloweproperties.com >>>4.O://www.macklowe.comiorojects40vearsh >>> 415 CONFIDENTIAL Subject to Protective Order IATS - 000687 SDNY_GM_02774792 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261432 EFTA01340060 >>> >>> >»<INV N722JE REVISED.pdf> 5/5 CONFIDENTIAL Subject to Protective Order IATS - 000688 SDNY_GM_02774793 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261433 EFTA01340061 1/60020 Subject: From: "Ellee Kim" Sent: To: CC: Hi Joan, {Disarmed} RE: N722JE 1/3/2020 4:35:06 PM "Joan Roberts" < "Mary Leprohon' The Purchaser's wiring instructions are as follows: Israel Discount Bank 511 Fifth Avenue New York, NY 10017 ABM( SWIFT CODE: For Credit to: Account Name: Account ft: Harry Macklowe Should you need to confirm these instructions, they can be confirmed with Mary Leprohon from my office. She has been cc'ed hereto and her direct line is: Thanks again for your help. I hope you have a great weekend. Regards, Ellee From: Ellee Kim Sent: Friday, January 3, 2020 5:33 PM To: Joan Roberts Cc: Darren Indyke Subject: N722JE Hi Joan, Please be advised that the Purchaser and Seller have mutually agreed to terminate the purchase and sale agreement for the Keystone helicopter (tail II N72210 dated as of November 1, 2019 between Hyperion Air, LLC and Helicopter 1029, LLC. 1/2 CONFIDENTIAL Subject to Protective Order IATS - 000689 SDNY GM_02774 794 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261434 EFTA01340062 7/62020 In connection with the $100,000 deposit held with your firm, Insured Aircraft Title Service ILL the deposit should be distributed as follows: 1. $75,000.00 shall be disbursed to Seller, Hyperion Air LLC; 2. $24,500.00 shall be disbursed to Purchaser, Helicopter 1029, LLC; and 3. $500 shall be retained by the Escrow Agent in payment in full of its fee for services rendered in connection with the Agreement (per the attached invoice). Please confirm receipt of this email and advise if there is any additional information you need from our end to disburse these funds. The wiring instructions for Purchaser will be sent to you in separate email. Darren- please confirm that the Seller is in agreement with the above instructions and provide wiring instructions to Joan. Thank you for your assistance with this matter. Regards, Ellee Ellee Kim MackIowa Properties 767 Fifth Avenue New York New York 10153 0023 ' a canner as .e ec e• a possible fraud attempt from "www.macklowe.com" claiming to be macklowepmperties.com 212 CONFIDENTIAL Subject to Protective Order iATS - 000690 SDNY_GM_02774795 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261435 EFTA01340063 Subject: {Disarmed} N7221E From: "Ellee Kim" Sent: 1/3/2020 4:33:13 PM To: "Joan Roberts" < CC: "Darren Indyke" Attachments: INV N7221E REVISED.pdf Hi loan, Please be advised that the Purchaser and Seller have mutually agreed to terminate the purchase and sale agreement for the Keystone helicopter (tail # N7221E) dated as of November 1, 2019 between Hyperion Air, LLC and Helicopter 1029, LLC. In connection with the $100,000 deposit held with your firm, Insured Aircraft Title Service LLC, the deposit should be distributed as follows: 1. $75,000.00 shall be disbursed to Seller, Hyperion Air LLC; 2. $24,500.00 shall be disbursed to Purchaser, Helicopter 1029, LLC; and 3. $500 shall be retained by the Escrow Agent in payment in full of its fee for services rendered in connection with the Agreement (per the attached invoice). Please confirm receipt of this email and advise if there is any additional information you need from our end to disburse these funds. The wiring instructions for Purchaser will be sent to you in separate email. Darren- please confirm that the Seller is in agreement with the above instructions and provide wiring instructions to Joan. Thank you for your assistance with this matter. Regards, Ellee Ellee Kim Macklowe Properties 767 Fifth Avenue New Yak New York 10153 0023 MailScanner has detected a possible fraud attempt from "www.macklowe.com" claiming to be sislowe ri CONFIDENTIAL Subject to Protective Order iATS - 000691 SDNY_GM_02774796 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261436 EFTA01340064 Insured Aircraft Title Service LLC P.O. Box 19527 Oklahoma City, OK 73144 BILL TO Helicopter 1029, LLC 767 Fifth Ave. New York. NY 10153 USA Invoice DATE INVOICE It 1/3/2020 N722IE-03 ACCOUNT # TERMS DUE DATE REP Due Upon Receipt 1/3/2020 ROBE DESCRIPTION QTY HATE AMOUNT 3 FAA Searches 3 IR Searches Escrow Cancellation Fee N7221E KEYSTONE HELICOPTER S76C SN 760750 3 75.00 3 45.00 140.00 225.00 135.00 140.00 1NTERNATIONAUDOMESTIC WIRE TRANSFER INSTRUCTIONS ONLY CREDIT: INSURED AIRCRAFT TITLE SERVICE LLC 21 EAST MAIN SUITE 100, OKLAHOMA CITY, OK 73104 Total $500.00 Balance Due sso0.00 BANK OF A SWIFT CO ROUTING ACCOUNT NUMBER (NOT VALID FOR ACH PAYMENTS) PLEASE REFERENCE INVOICE NUMBER LISTED ABOVE CONFIDENTIAL "ALL PAYMENTS MUST BE REMITTTED IN SU.S. FUNDS" Subject to Protective Order IATS - 000692 SDNY_GM_02774797 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261437 EFTA01340065 Subject: RE: {Disarmed} Re: N722JE From: "Ellee Kim" Sent: 1/6/2020 8:37:13 AM To: "Joan Roberts" Hi Joan, ; "Darren Indyke" I hope you had a good weekend. I am representing the Purchaser, Helicopter 1029 LLC. Please let me know if you have any questions or need anything further. Regards, Ellee Original Message From: Joan Roberts Sent: Monday, Januar 6, 2020 9:13 AM To: Darren Indyke ; Ellee Kim Subject: Re: {Disarme } Re: N7221E thank you - I acknowledge receipt of this email and will make the disbursements. Ellee, will you please confirm for me who you are representing? Thank you, Joan F. Roberts Vice President Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, Oklahoma 73104 Phone: 405-681-6663 VS CONFIDENTIAL Subject to Protective Order IATS - 000693 SDNY_GM_02774798 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261438 EFTA01340066 1/6/2M0 Subject: From: Sent: To: CC: Joan, (Disarmed) Re: N722JE "Darren Indyke" 1/3/2020 5:10:07 PM "Ellee Kim" "Joan Roberts" Happy New Year. I confirm I am in agreement and will send you wire transfer instructions on Monday. Thank you. Sent from my iPhone. Please excuse the typos. On Jan 3, 2020, at 5:33 PM, Ellee Kim wrote: Hi Joan, Please be advised that the Purchaser and Seller have mutually agreed to terminate the purchase and sale agreement for the Keystone helicopter (tail N7221E) dated as of November 1, 2019 between Hyperion Air, LLC and Helicopter 1029, LLC. In connection with the $100,000 deposit held with your firm, Insured Aircraft Title Service LLC, the deposit should be distributed as follows: 1. $75,000.00 shall be disbursed to Seller, Hyperion Air LLC; 2. $24,500.00 shall be disbursed to Purchaser, Helicopter 1029, LLC; and 3. $500 shall be retained by the Escrow Agent in payment in full of its fee for services rendered in connection with the Agreement (per the attached invoice►. Please confirm receipt of this email and advise if there is any additional information you need from our end to disburse these funds. The wiring instructions for Purchaser will be sent to you in separate email. Darren- please confirm that the Seller is in agreement with the above instructions and provide wiring instructions to Joan. Thank you for your assistance with this matter. 1/2 CONFIDENTIAL Subject to Protective Order iATS - 000694 SDNY_GM_02774799 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261439 EFTA01340067 v52020 Subject: From: "Darren Indyke" Sent: To: CC: "Darren Indyke' Joan, Re: (Disarmed) Re: N722JE 1/6/2020 9:08:12 AM "Joan Roberts" On behalf of Seller, Hyperion Air, LLC, you are hereby directed to wire the $75,000 from the Deposit on the above referenced aircraft, which the parties have agreed shall be disbursed to Seller, in accordance with the following wire transfer instructions: Bank name: First Bank ERIFIED St Thomas VI 00802 Routing number for wires 221571473 ca Account name: Estate of Jeffrey Epstein /..4 -2-0 Account address: 9053 Estate Thomas Ste 101 St Thomas, VI 00802 Account number: Please advise once the wire transfer has been completed and please provide me with the fed reference number. Thank you, Joan. Best, DARREN K. INDYKE 5300 W. Atlantic Avenue, Suite 602 Delray Beach, Florida 33484 The information contained in this communication is confidential, may be attorney-client 1/7 CONFIDENTIAL Subject to Protective Order RTS - 000695 SDNY_GM_02774800 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261440 EFTA01340068 1i6r2020 privileged, and is intended only for the use of the addressee. II is the properly of Darren K. Indyke. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke © 2019 Darren K. Indyke — All rights reserved. On Jan 6, 2020, at 9:50 AM, Joan Roberts wrote: thank you for the clarification. Joan F. Roberts Vice President Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, Oklahoma 73104 Phone: 405-681-6663 Fax: 405-682-0818 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. Original Message From: "Ellee Kim" To: "Joan Roberts" Indyke" "Darren zq CONFIDENTIAL Subject to Protective Order IATS - 000696 SDNY_GM_02774801 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261441 EFTA01340069 •86/2020 Sent: 1/6/2020 8:37:13 AM Subject: RE: {Disarmed} Re: N722JE Hi Joan, I hope you had a good weekend. I am representing the Purchaser, Helicopter 1029 LLC. Please let me know if you have any questions or need anything further. Regards, Ellee Original Message From: Joan Roberts Sent: Monday, January 6, 2020 9:13 AM To: Darren Indyke Kim Subjec •isarme Ellee thank you - I acknowledge receipt of this email and will make the disbursements. Ellee, will you please confirm for me who you are representing? Thank you, Joan F. Roberts Vice President Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, Oklahoma 73104 Phone: 405-681-6663 Fax: 405-682-0818 3/7 CONFIDENTIAL Subject to Protective Order RTS - 000697 SDNY_GM_02774802 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x1261442 EFTA01340070 102020 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. Original Message From: "Darren Ind ke" To: "Ellee Kim" Cc: "Joan Roberts" Sent: 1/3/2020 5:10:07 PM Subject: {Disarmed} Re: N722JE Joan, Happy New Year. I confirm I am in agreement and will send you wire transfer instructions on Monday. Thank you. Sent from my iPhone. Please excuse the typos. On Jan 3, 2020, at 5:33 PM, Ellee Kim Hrote: Hi Joan, 417 CONFIDENTIAL Subject to Protective Order IATS - 000698 SDNY_GM_02774803 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (x1261443 EFTA01340071 1/602020 Please be advised that the Purchaser and Seller have mutually agreed to terminate the purchase and sale agreement for the Keystone helicopter (tail # N722JE) dated as of November 1, 2019 between Hyperion Air, LLC and Helicopter 1029, LLC. In connection with the $100,000 deposit held with your firm, Insured Aircraft Title Service LLC, the deposit should be distributed as follows: 1. $75,000.00 shall be disbursed to Seller, Hyperion Air LLC; 2. $24,500.00 shall be disbursed to Purchaser, Helicopter 1029, LLC; and 3. $500 shall be retained by the Escrow Agent in payment in full of its fee for services rendered in connection with the Agreement (per the attached invoice). 5(7 CONFIDENTIAL Subject to Protective Order IATS - 000699 SDNY_GM_02774804 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261444 EFTA01340072 1/82CQO Please confirm receipt of this email and advise if there is any additional information you need from our end to disburse these funds. The wiring instructions for Purchaser will be sent to you in separate email. Darren- please confirm that the Seller is in agreement with the above instructions and provide wiring instructions to Joan. Thank you for your assistance with this matter. Regards, Ellee Ellee Kim CONFIDENTIAL Subject to Protective Order IATS - 000700 SDNY_GM_02774805 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261445 EFTA01340073 1/6/2020 Macklowe Properties 767 Fifth Avenue New York New York 10153 0023 MailScanner has detected a possible fraud attempt from "www.macklowe.com" claiming to be mackloweproperties.com <http://www.macklowe.com/projects 40years/> <INV N722JE REVISED.pdf> 7/7 CONFIDENTIAL Subject to Protective Order IATS - 000701 SDNY_GM_02774806 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261446 EFTA01340074 ASSIGNMENT OF DEPOSIT The $100,000.00 ("Deposit") placed in escrow with Insured Aircraft Title Service, LLC, by Harry Macklowe do Macklowe Properties (the "Depositor") is hereby assigned to Helicopter 1029, LLC (the "Purchaser") for its use in the purchase of one Keystone Helicopter model S-76C aircraft bearing manufacturer's serial number 760750 and Registration Number N722JE. Depositor hereby acknowledges and agrees that the Deposit shall be held in escrow in accordance with the terms and conditions of the fully executed Aircraft Purchase Agreement dated November 1, 2019, between the Purchaser and Hyperion Air, LLC, as Seller. AGREED & ACCEPTED: Harry Macklowc do Macklowe Properties As De sitor (Si By: a acklowe Date: November 4, 2019 CONFIDENTIAL Subject to Protective Order IATS - 000702 SDNY_GM_02774807 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261447 EFTA01340075 Subject: (Disarmed) RE: (Disarmed) Re(2I: Escrow for N722JE From: "Michael Kolich' Sent: 11/13/2019 10:10:23 AM To: 'Kim Thompson' Attachments: Assignment of Deposit.pdf Signed Deposit Ass:gnment attached. Thanks, Mike. From: Kim Thompson Sent: Wednesday. November b. 2019 1014 AM To: Michael Koichi Subject: (Disarmed' Ref 2): Escrow for N722IE I need the deposit assigned before we can execute the agreement Kim Thompson, Escrow Apia and Alail0111 to lows F. Robots • VP yi I Pan Mein Stitel.Suite 100,0klahernsCity,OK 73104 Shone 405.681.6661/Fax: 405-6,84-S007 Insured Aircraft Title Service. LLC. raw. naffscreksadueei Original Messa From: 'Michael Kolic To: 'Kim Thompson• Sent: 11/6/2019 955:09 AM Subject RE: Escrow for N722JE Hi Kim, I was out yesterday. Were you able to get the ADA consent executed? Seller has been asking about It. Thanks, Mike From: Michael Kolich Sent: Monday, November 4, 2019 10:10 AM To: Kim Thompson Cc: loan Roberts Subject: Escrow for 147221E Good Morning Kim, Can we open an escrow account for the attached MA. Aiso please: 1. Execute the consent 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 IA75 yet? Thanks, Mike. CONFIDENTIAL Subject to Protective Order IATS - 000703 SDNY_GM_02774808 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261448 EFTA01340076 Mkhoel D. Kc4ch, MlorheY fraud taul$Nnner almaum=i. :f a Ldrnifw to be mesfanner timiettoatimm&I4 I I Jetiow. LIC koracn Of y 21628 PACII.Tcl .Mwww. XS 66216 WathnirOn. CC IMO I Mn SIN.W . SU 701 Wcenngloa. CC 2CW6 Jekwestiont. Jolornwers. Jellow. Aty (am artex.ma04.fen4441 by tory Iwinht. of 'elm.. at' .44 44, •jf I 4,1 shall t. e Anprigyf pdsorahp 44.3.4, 044 414 4.4, 4444. 44 ts.4.0.7 .n4 a Spat. 0, lb. OM, 41(•• r In pranal want; .4 .4.44 •d woe a. 44.e 44444. rt.-V.1CW' viiknyvairl label flety Ma CONFIDENTIAL Subject to Protective Order IATS - 000704 SDNY_GM_02774809 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261449 EFTA01340077 ASSIGNMENT OF DEPOSIT The $100,000.00 ("Deposit") placed in escrow with Insured Aircraft Title Service, LLC, by I larry Macklowe do Macklowe Properties (the "Depositor") is hereby assigned to Helicopter 1029, LLC (the "Purchaser") for its use in the purchase of one Keystone Helicopter model S-76C aircraft bearing manufacturer's serial number 760750 and Registration Number N722JE. Depositor hereby acknowledges and agrees that the Deposit shall be held in escrow in accordance with the terms and conditions of the fully executed Aircraft Purchase Agreement dated November I, 2019, between the Purchaser and I Iyperion Air, LLC, as Seller. AGREED & ACCEPTED: Harty Macklowe do Macklowe Properties As Depositor (Signature) By: Harry Macklowc Date: November 4, 2019 CONFIDENTIAL Subject to Protective Order IATS - 000705 SDNY_GM_02774810 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261450 EFTA01340078 Insured Aircraft Title Service, LLC 211. Main Street Suite 100, Oklahoma City, OK 73104 405-681-6663 800-654-4882 FAX: 406-6814299 DEPOSIT CONFIRMATION DATE: October 1, 2019 FROM: Brandee Wilson Asst. to Joan Roberts, Vice President TO Larry Visoski RE: N722JE Keystone Helicopter S-76C SN 760750 THIS WILL CONFIRM THAT INSURED AIRCRAFT TITLE SERVICE, LLC RECEIVED A DEPOSIT IN THE TOTAL AMOUNT OF $100,000.00 FROM HARRY MACKLOWE CO MACKLOWE PROPERTIES TOWARD THE PURCHASE OF THE REFERENCED AIRCRAFT. THIS DEPOSIT WILL BE HELD IN ESCROW REFUNDABLE PENDING FATHER INSTRUCTIONS FROM THE DEPOSITOR OR A FULLY EXECUTED PURCHASE AGREEMENT OUTLINING THE TERMS AND CONDITIONS OF THE FUNDS HELD. IT IS OUR GOAL TO MAINTAIN CONFIDENTIALITY OF THE TRANSACTIONS. FOR THIS PURPOSE, WE DO NOT DISCLOSE THE SOURCE OF DEPOSITS OR THE IDENTITY OF ENTITIES RECEIVING DISBURSEMENTS UNLESS THE CONFIDENTIALITY IS SPECIFICALLY WAIVED IN WRITING BY AGREEMENT OF THE PARTIES. SHOULD A DEPOSIT BECOME DISPUTED, DEPOSITOR AND ANY OTHER PARTIES WILL HOLD IATS HARMLESS AND WILL SHARE EQUALLY ANY FEES AND EXPENSES INCURRED BY ESCROW AGENT. SHOULD THE ESCROW NOT CLOSE SUCCESSFULLY, A MINIMUM FEE OF $150.00 WILL BE CHARGED. PLEASE FEEL FREE TO CONTACT OUR OFFICE IF YOU HAVE ANY QUESTIONS AT 405-681-6663. CONFIDENTIAL Subject to Protective Order IATS - 000706 SDNYGM_02774811 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 (45, EFTA01340079 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 eBalimeg") 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 GEORGE@JETASG.COM • (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 • GEORGE@JETASG.COM • (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 CONFIDENTIAL Subject to Protective Order IATS - 000734 SDNY_GM_02774839 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261479 EFTA01340107 CONFIDENTIAL Subject to Protective Order IATS - 000735 SDNY_GM_02774840 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261480 EFTA01340108 CONFIDENTIAL Subject to Protective Order IATS - 000736 SDNY_GM_02774841 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261481 EFTA01340109 CONFIDENTIAL Subject to Protective Order 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 Subject: N7221E From: "Kim Thompson" Sent: 11/19/2019 12:08:05 PM To: "Ciborowski, Margaret" Attachments: N722JE PA.pdf Margaret, Please find attached executed purchase agreement for this aircraft. Regards, Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP IJ Insured Aircraft Title Service, LLC. 21 Ea t Main Street, Suite 100, Oklahoma City, OK 73104 Phone 405-681-6663/Fax: 405.684-5007 lithoninsorainsuredaircroacom www.insuredaircrafrcom Original Message From: "Ciborowski, Margaret" To: "Kim Thompson" Sent: 11/19/2019 11:55:04 AM Subject: (Disarmed) RE: Re[2): Helicopter 1029 LLC sn 760750 I Hi Kim, Any updates on this one? Sorry to be a pain, trying to figure out where we are. Thanks! From: Ciborowski, Margaret Sent: Tuesday, November 12, 2019 9:06 AM To: 'Kim Thompson' Subject: RE: Re[2]: Helicopter 1029 LLC sn 760750 Thanks Kim. Yep we are financing, I have a tentative closing date of the 30thso it's still pretty early but CONFIDENTIAL Subject to Protective Order iATS - 000748 SDNY_GM_02774853 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261493 EFTA01340121 Subject: Escrow for N7221E From: "Michael Kolich" Sent: 11/4/2019 10:09:49 AM To: "Kim Thompson- I CC: loan Roberts" Attachments: N7221E - APA 11.1.19PM Executed.pdf Good Morning Kim, Can we open an escrow account for the attached AM. Also please: I. Execute the consent and fill in escrow fees on page 14 2. Run FAKIR searches 3. Send wire instructions locking to close around the end or the month. Do you know what days Thanks:Suing will affect the FM and IATS yet? Thanks, Mike. Knoll] Knale-h AlIonlev Jetlow, L LC Kensai Oly 21620 MOON, ft. SINchtotoo. 66218 Wattorp104 DC 1020161h 5-1 1& w.. SI* IC0, Wathinglan. DC 2:034 litilqueshorts. JetOntwers. JelSow. Nop — et ansiat ponclod ye. by Nil...van. of MI.. 11C Is ntlend Cm Intoensinal 1 way edIMIIII turtles NottowyClion Mama* Irtion. L0C dna on roma ato otuono-rettein rthtnothp W11n opens Ns. tontronl vitt& don, . In Pn1001 main of Innen. isal inns i n atrial loon DA IM:ents a unwed mot of Lee caponotailota Sat Mts. CONFIDENTIAL Subject to Protective Order IATS - 000749 SDNY GM_02774854 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261494 EFTA01340122 Subject to Protective Order Acceptance Done Airframe: Make and Model Keystone (Sikorsky) model S-76C Serial Number 760750 Registration Number N722JE Engines: Make and Model Turbomeca S.A. model Arriel 2S2 Serial Numbers 42285TEC & 42286TEC Main Rotor Blades ('Blades" : Make and Model Serial Numbers (collectively, the "Aircraft") Date of Acceptance: Location of Acceptance: Time of Acceptance: Airframe Cycles: Airframe Hours: Engines Hours: Cycles: Sikorsky Model 76150-09100-053 A086-03958, A086-03773, A086-03768 & A086- 03769 , 2019 Blades: Hours: Cycles: Seller confirms that the Discrepancies and Additional Remediation Items that were to be corrected by Seller, at Seller's cost, per the provisions of the Agreement have been corrected. Upon receipt by Escrow Agent of each of the Title Documents, confirmation by Escrow Agent that the Aircraft is free and clear of Liens of record at the FAA Civil Aviation Registry and the International Registry, and confirmation by Escrow Agent of funds sufficient to effect the closing contemplated by the Agreement: (i) Escrow Agent is authorized to (a) cause the FAA Bill of Sale, the Aircraft Registration Application, any Releases and any other documents necessary to 77:71^,SW:ft.751 CONFIDENTIAL IATS - 000750 SDNYGM_02774855 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261495 EFTA01340123 IfY1t2019 Subject N722JE serial 760750 S76C++ From: "Larry Visoski" Sent: 10/1/2019 2:00:18 PM To: CC: "George Reenstra" ; "Larry" Attachments: IMG_2004.PNG Brandee, Per your request, see attach serial number, Thx,' larty I/I CONFIDENTIAL Subject to Protective Order IATS - 000751 SDNY GM_02774856 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261496 EFTA01340124 I A S Insured Aircraft Title Service, LLC. P.O. Box 19527 • Oklahoma City, Oklahoma 73144 • (405) 681-6663 (800)654-4882 FAX #405-681-9299 TERMS AND CONDITIONS OF ESCROW SERVICES PROVIDED BY INSURED AIRCRAFT TITLE SERVICE. LLC rIATS") 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 EATS is provided or written confirmation from the depositor of any funds that funds delivered to IATS have become non￾refundable, TATS 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 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 EATS, 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 purchasc(s) and salc(s) of the aircraft. Page 1 of 2 CONFIDENTIAL Subject to Protective Order IATS - 000752 SDNY_GN1_02775857 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261497 EFTA01340125 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) (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 $150.00), 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 cotnpliance, 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 TATS 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 panics, and in the event of any inconsistency between these Terms and Conditions and any such contract, these Terns and Conditions shall govern. (Rev. 3/17) Page 2 of 2 CONFIDENTIAL Subject to Protective Order IATS - 000753 SDNY_GM_02774858 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261498 EFTA01340126 AIInsured Aircraft Title Service, LLC 21E. Main Street Suite 100, Oklahoma City, OK 78104 405-681-6663 800-664-4882 FAX: 405-681-9299 ESCROW AGREEMENT N722JE Keystone Helicopter S-76C S/N 760750 With regard to the Sale/Purchase of the above referenced aircraft, this will confirm the terms by which Insured Aircraft title Service, Inc. will act as the Escrow Agent until a fully executed Purchase Agreement has been provided wherein the terms and conditions of funds and documents held in escrow arc outlined: 1.) I.'S hold a deposit or the entire purchase price in Escrow and such funds as fully refundable to the Depositor until we of written instructions from the Depositor directing the -n of such funds. illect front Seller all documents necessary for tie to pass to the Purchaser. These documents, like held by the direction of the Depositor (Seller). Ones ..cen executed by both the Purchaser and Seller, LA.T.S. will e. tile Escrow Agent and all Parties will be bound by the terms and conditi as. The Agreement must direct the release of funds and documents upon the completion of certain requirements met by the Parties. Our Complete Terms and Conditions are attached. If there arc any questions or if additional information is desired, please feel free to contact me at 800-654-4882 or 405-681-6663 and fax 405-682-0818. Sincerely, Joan F. Roberts Vice President Insured Aircraft Title Service 21 E. Main Street, Suite 100 Oklahoma City, OK 73104 CONFIDENTIAL Subject to Protective Order IATS - 000754 SDNY GM_02774859 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261499 EFTA01340127 1C11(2019 Subject: N7221E From: "Brandee Wilson" Sent: 10/1/2019 12:26:31 PM To: Attachments: N7221E Escrow Agreement.pdf; IATS Terms and Conditions (2).pdf Hello, Please see attached our escrow agreement and our terms and conditions. Thank you! Brandee Wilson Assistant for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 Phone: 405-681-6663 Fax: 405-682-0818 www.insuredaircraft.com 1/I CONFIDENTIAL Subject to Protective Order IATS - 000755 SDNY GM_02774860 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261500 EFTA01340128 FAA Does & Filings CONFIDENTIAL Subject to Protective Order IATS - 000756 SDNY_GM_02774861 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261 50 1 EFTA01340129 DoasSIgn Envelope ID: 94E88894-2066.4931-906-02418ASEADEC UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMWISTRATION 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 722JE REGISTRATION NUMBER AIRCRAFT MANUFACTURER & MODEL Keystone Helicopter S-76C AIRCRAFT SERIAL NO. 760750 DOES THIS DAY OF December .2019 HEREBY SELL, GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: OMB CAN, 0) No. 2120-0042 Exp. 09/9012018 Do Not W1109 In This Block FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INDIVIDUAL(S). GIVE LAST NAME. FIRST NAME. AND MICOLE INITIAL.) HELICOPTER 1029, LLC 767 Fifth Avenue New York, New York 10153 DEALER CERTIFICATE NUMBER AND TO its successors EXECUTORS. ADMINISTRATORS. AND ASSIGNS TO RAVE AND TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER, AND WARRANTS THE TITLE THEREOF: IN TESTIMONY WHEREOF we HAVE SET NAME(S) OF SELLER (TYPED OR PRINTED) Hyperion Air, LLC ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA: v2.3 (10/18) our HAND AND SEAL THIS SIGNATURE(S) (IN INK) (IF EXECUTED FOR CO-OWNERSHIP. ALL MUST SIGN.) DAY OF Dec., 2019. TITLE (TYPED OR PRINTED) Lawrence Visoski CONFIDENTIAL Subject to Protective Order IATS - 000757 SDNY_GM_02774862 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261502 EFTA01340130 DocuSipn Envelope ID: 8F03333D-465F-OCBFAB66-41012731A742 WARRANTY BILL OF SALE. Pursuant to that certain Aircraft Purchase Agreement, dated as of November 1 , 2019 (the "Aarcenterftl, 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 MI 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 possession 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 "P -FS,J r 122 ANTES"), THE AIRCRAFT AND EACH PART THEREOF IS BEING SOLD TO PURCHASER HEREUNDER IN ITS"AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS" EFFECTIVE AT THE CLOSING. EXCEPT FOR THE EXPRESS WARRANTIES, NEITHER SELLER NOR ITS AGENTS, REPRESENTATIVES OR EMPLOYEES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WHATSOEVER TO PURCHASER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES, THERE IS (I)NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AS TO THE AIRWORTHINESS OR PHYSICAL CONDITION OF THE AIRCRAFT, (II) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE AIRCRAFT, (III) NO IMPLIED WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, AND (IV) NO WARRANTY BY SELLER, ITS AGENTS, REPRESENTATIVES OR EMPLOYEES AGAINST PATENT INFRINGEMENT OR THE LIKE. IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. 18 CONFIDENTIAL Subject to Protective Order IATS - 000758 SDNY_GM_02774863 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261503 EFTA01340131 DocuSion Envelope ID. 8F033330-465F4C8Fa868-410127314742 IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized representative this day of 2019. HYPERION AIR, LLC e— ClowSlons, br ® (Away). Uses6 14/ —•44012002f44Ct. By: Name: Lawn:tarp Vignski Title: Manager Date: 19 CONFIDENTIAL Subject to Protective Order IATS - 000759 SDNY_GM_02774864 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261504 EFTA01340132 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 Security Level: Email, Account Authentication Signed: 11/28/2019 10:19:19 PM (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 Subject: N722JE From: "Kim Thompson" Sent 11/26/2019 12:46:48 PM To: "Michael Kolich" Attachments: N7221E bos.pdf Mike, Attached are copy of the bills of sale on file with the FAA for your records. I am having a chain of title completed. But thought you may want the documents on file as well. Regards. Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP rn Insured Aircraft Title Service, LLC. 21 Ea. t Main Street, Suite 100, Oklahoma City, OK 73104 Phone 405-681-6663/Fax: 405-684-5007 kthomnsonninsuredaircraltcom wwminsuredaircrall.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 insUuctions. Your escrow officer can be reached at (405)681-6663. BE VERY CAREFUL IN WIRING FUNDS. CONFIDENTIAL Subject to Protective Order IATS - 000769 SDNY_GM_02774874 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002615 14 EFTA01340142 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL SNATCH ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ .1./09ene THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N750A AIRCRAFT MANUFACTURER & MODEL Keystone Helicopter Corporation S-76C AIRCRAFT SERIAL No. 760750 DOES THIS 3 (1 DAY OF bet I HEREBY SELL. GRANT, TRANSFER AND DELIVER ALL RIGHTS, TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: FORM APPROVED OMB NO. 2120-0042 08/31/2000 00 Not VS MIS Om FOR FM USE ONLY PURCHASER NAME AND ADDRESS OF INOMDUALOS GIVE LAST NAME. FIRST NAME, ARO MOOLE INITIAL.) Sikorsky Aircraft Corporation 6900 Main Street Stratford, CT 06614 DEALER CERTIFICATE HUMMER ITS S(A[(gLSOFS 4XECUSORS. AINEWISTRRIORO AND ASSIGNS TO HAVE AND TO HOLD SHIGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS THE TIM THEREOF: AND TO IN TESTIMONY WHEREOF I HAVE SET mT HAND AND SEAL DAYCF LLI _J UJ (I) NAME(S) OF SELLER (TYPED OR PRINTED) KeysIone Hekcopter Corporatixt ACKNOWLEDGMENT (NOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER. MAY BE RECOUPED BY LOCAL LAW FOR VAUDITY OF THE INSTRUMENT.) ORIGINAL' TO FAN AC Form 1)050.2 (9/92) (NSN ON2-0D-629-0003) Supersedes Previous Edition SIGNATURE(S) (IN INK)(IF EXECUTED FOR COCOMERSHIP. ALL MUST SON.) David A Fad c. 2-vog￾TITLE (TYPED OR PRINTED) CAR , ER71 ft' 8 0). 0 0 a S CONFIDENTIAL Subject to Protective Order IATS - 000770 SDNY_GM_02774875 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 15 15 EFTA01340143 VIs101iV1NO VII0HV1:10 Oh C Lid OC 330 802 a0 i1011V8LSI03il IJVH3EIV VV3 H11M (Mu CONFIDENTIAL Subject to Protective Order IATS - 000771 SDNY_GM_02774876 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261516 EFTA01340144 UNITED STATES OF AMERICA U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE FOR AND IN CONSIDERATION OF $ -t-orC THE UNDERSIGNED OWNER(S) OF THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS FOLLOWS: UNITED STATES REGISTRATION NUMBER N750A AIRCRAFT MANUFACTURER & MODEL Sikorsky Aircraft S-76C-2 AIRCRAFT SERIAL No. 760750 DOES THIS .3v DAY OF December 2008 HEREBY SELL. GRANT. TRANSFER AND DELIVER ALL RIGHTS. TITLE, AND INTERESTS IN AND TO SUCH AIRCRAFT UNTO: 8 FORM APPROVED OMB NO. 21200008 08.010008 0 2 2 0 0 g A S Do Not WON In ma erect FOR FM USE ONLY PURCHASER NAME AND ADDRESS NINVIDUALIS). GIVE LAST NAME. FIRST NAME. MID MIDDLE INITIAL) Air Ghislaine, Inc., 103 Foulk Rd., #202 Wilmington, DE, 19803 083651547221 S5.00 12/30/2008 DEALER CERTIFICATE NUMBER MO TO is summon; EMICEITIMMIMMINITOMIEEIRS. AND ASSIGNS TO HAVE AN0 TO HOLD SINGULARLY THE SAID AIRCRAFT FOREVER AND WARRANTS THE TITLE THEREOF: IN TEST Y Wig REOF CC w w HAVE SET NAME(S) OF SELLER (TYPED OR PRINTED) Sikorsky Aingerl Corporation AEMNOWLEDGMENT (NOT REOUIREO FOR PURPOSES OF FM RECORDING: HOWEVER. MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE NSTRUMENT.) ORIGINAL' TO FAA. AC Form 8050.2 (9/92) (NSN 005200.629•0003) Supersedes Prevauf Edition My RAID AND SEAL THIS SIGNATURE(S) (iiv 'MO(E EXECUTED FOR COOWNERSIIIP. M51. MUST S.C/t) Chris Shurkus 3 DAY OF December, 2008 TITLE (TYPED OR PRINTED) S.76 Program Manager .‘>`' MI6 3 y T CONFIDENTIAL Subject to Protective Order IATS - 000772 SDNY_GM_02774877 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002615 17 EFTA01340145 Vil0118180 All0 YH0I4V180 Oh £ LIM 0£ 330 8002 80 N0I1V81310381dV83HIV ti'd KM 0311J CONFIDENTIAL Subject to Protective Order IATS - 000773 SDNY GM_02774878 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002615 I 8 EFTA01340146 U.S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION CROSS-REFERENCE—RECORDATION RECORDEDCONVEYANCE FILED IN: NNUM: SERIAL NUM: MER: MODEL AIR CARRIER: This form is to be used in cases what a conveyance covers several aircraft and %veined, propellers, or locations File original of this form with the recorded conveyance and a copy in each aircraft folder invol cd. TYPE OEC0NVEYANCE NAME CHANGE DATE EXECUTED FEBRUARY 11, 2010 FROM AIR GHISLAINE MC DOCUMENT NO. TO OR ASSIGNED TO SHMITKA AIR INC DATE RECORDED MARCH 17, 2010 THE FOLLOWING COLLATERAL IS COVERED BY THE CONVEYANCE: Total Aircraft Total Engines: Total Props Total Spare Parts: AFE-750-23R (07108) CONFIDENTIAL Subject to Protective Order IATS - 000774 SONY_GM_02 774 879 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261519 EFTA01340147 ARAUTP31 ARAUTM21 AIRCRAFT REGISTRATION SYSTEM 11/26/19 NAME CHANGE INQUIRY 12:43 Phase Name Date Change Accept Date Accepting Examiner SHMITKA AIR INC 02/11/2010 02/23/2010 Thelma McCullough Former Names AIR GHISLAINE INC Xref Name Change to: FREEDOM AIR INTERNATIONAL INC Enter-PF1---PF2---PF3---PF4---PFS---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- XREF OPT MAIN PREV CONFIDENTIAL Subject to Protective Order IATS - 000775 SDNY_GM_02774880 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261520 EFTA01340148 ARAUTP31 AIRCRAFT REGISTRATION SYSTEM 11/26/19 ARAUTM21 NAME CHANGE INQUIRY 12:39 Phase Name : FREEDOM AIR INTERNATIONAL INC Date Change : 07/06/2010 Accept Date : 08/25/2010 Accepting Examiner : Dana Manning Former Names Xref SHMITKA AIR INC Name Change to: Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- XREF OPT MAIN PREV CONFIDENTIAL Subject to Protective Order IATS - 000776 SDNY_GM_02774881 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261521 EFTA01340149 0 -4 8 a to O 0 WARRANTY BILL OF SALE 0 The undersigned, FREEDOM AIR INTERNATIONAL, INC. ("Seller"), is the owner of the full legal and beneficial title in and to that certain used Keystone (Sikorsky) S-76C • helicopter (sometimes referred to as a S-76O41 bearing Manufacturer's Serial No. 760750 and 8 a U.S. Registration No. N722JE, with two (2) Turbomeca Arricl 2S2 engines bearing Manufacturer's Serial Nos. 42285 and 42286, together with all avionics, equipment (including loose equipment), systems, furnishings and accessories installed on, contained in or attached to said helicopter and engines, all as is more particularly described in that certain Aircraft Purchase Agreement dated as of July I R , 2011, between Seller and Purchaser, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, any issued FAA Form 337's, warranty documents, and all other records and paperwork relating to the above-described helicopter and engines in Seller's possession (collectively, the "Aircraft '; ur n , that the term Aircraft as used herein dots not include airframe maintenance manuals and airframe illustrated parts catalogs as the same are being retained by Seller. For and in consideration of the sum of Ten Dollars (510.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller does hereby grant, bargain, sell, convey, transfer and deliver unto ASI WINGS, LLC ("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 owner 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 liens, claims and encumbrances 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 OF SELLER SET FORTH IN THE PRECEDING SENTENCE, THE AIRCRAFT IS HEREBY SOLD TO PURCHASER IN ITS "AS IS, WHERE IS" CONDITION AND "WITH ALL FAULTS." IN WITNESS WHEREOF, Seller has caused this Warranty Bill of Sale to be executed by its duly authorized officer, as of this 1. 1.. day of July, 2011. FREEDOM AIR INTERNATIONAL, INC. By: %.*---Thel:A Name: a I-re Title: 112071217388 $5.00 07/26/2011 CONFIDENTIAL Subject to Protective Order IATS - 000777 SDNY_GM_02774882 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261522 EFTA01340150 VI-IrM V IW0 A110 ViietiV1X0 8S IT WU 9Z in!' not 85 HO!! v815:91i1 liVtddIV V kl:1 03113 CONFIDENTIAL Subject to Protective Order IATS - 000778 SDNY_GM_02774883 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA )0261523 EFTA01340151 DocuSr ErNo!opo ID: 7C21300E-70CC-4A68-OCCI-7C630CC9F694 FORM APPROVED OMB NO. 2120-0042 UNITED STATES OF AMERICA U. S. DEPARTMENT OF TRANSPORTATION FEDERAL AVIATION ADMINISTRATION AIRCRAFT BILL OF SALE Do In TS BIG* FOR UNDERSIGNED AND CRIBED AND IN CONSIDERATION OF S THE OWNER(S) OF THE FULL LEGAL BENEFICIAL TITLE OF THE AIRCRAFT DES￾AS FOLLOWS: UNITED STATES REGISTRATION NUMBER: N722JE AIRCRAFT MANUFACTURER & MODEL Keystone (Sikorsky) model S-76C AIRCRAFT SERIAL NO. 760750 DOES THIS 13 DAY OF June, 2019, AND INTERESTS HEREBY SELL, GRANT, TRANSFER DELIVER ALL RIGHTS, TITLE, AND IN AND TO SUCH AIRCRAFT • UNTO: Not WM FOR FAA USE ONLY PURCHASER NAME AND ADDRESS (IF INOMDUAL (S). GIVE LAST NAME, FIRST NAME, AND MIDDLE INITIAL.) Hyperion Air, LLC 8100 Red Hook Quarter, 53 St. Thomas, U.S. Virgin Islands 00802 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, THE UNDERSIGNED HAS SET ITS HAND THIS t3 DAY OF StArkt 2019. SELLER NAME(S) OF SELLER (TYPED OR PRINTED) SIGNATURE(S) (IN BLUE INK) OF EXECUTED FOR CO-OWNERSHIP, ALL MUST SIGN.) TITLE (TYPED OR PRINTED) ASI WINGS LLC By: Aetna Inc., its Managing Member OSSigood by: @mg-% 0.4te{ /10/003NEASIII.. Senior Vice President, controller & Chief Accounting Officer James D. Clark ACKNOWLEDGEMENT INOT REQUIRED FOR PURPOSES OF FAA RECORDING: HOWEVER, MAY BE REQUIRED BY LOCAL LAW FOR VALIDITY OF THE INSTRUMENT.) ORIGINAL: TO FAA AC Fan) 8050-2 (9/92) (NSN 0052-00-629-0003) Supersedes Previous Edition • and the following deserted engines: TURBOMECA model ARRIEL 2S2 bearing manufacturer's serial numbers 42285 and 42288. ADMIN 353810020 191641014476 55.00 06/13/2019 C 0 0 N 0 0 O 0 S a a L 1. N 0 0 0 0 CONFIDENTIAL Subject to Protective Order IATS - 000779 SDNY_GM_02774884 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA (X)261524 EFTA01340152 VVII0HV1NO All0 Vr101-IV1)10 Z I Ell NV El NIT 601 89 NOIMISIORI 13V838IV VVJ H11M (131I3 CONFIDENTIAL Subject to Protective Order IATS - 000780 SDNY_GM_02774885 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF-Iik_0026I525 EFTA01340153 HYPERION AIR, LW WRITTEN CONSENT OF SOLE MEMBER October 31, 2019 The undersigned, the Estate of Jeffrey E. Epstein, by Darren K. Indyke and Richard D. Kahn, as Co-Executors thereof, being the Sole Member (the "Sole Member") of Hyperion Air, LLC, a United States Virgin Islands limited liability company (the "Company"), by this Written Consent of Sole Member, in lieu of holding meeting, does hereby state, adopt and approve the following resolutions, and all actions required or permitted thereby, with the full force and effect as if the same were stated, adopted and approved by an affirmative vote of the Sole Member of the Company at a duly constituted meeting thereof: RESOLVED, that the Company sell, transfer and convey to Helicopter 1029, LLC, a Delaware limited liability company, with an address at 767 Fifth Avenue, New York, New York 10153 (the "Purchaser'), all of the Company's right, tide and interest in and to that certain 2008 Keystone Helicopter (Sikorsky) model S-76C aircraft, bearing manufacturer's serial number 760750, and currently registered with the United States Federal Aviation 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, 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 "Aircraft"), for the purchase price of Three Million Five Hundred Thousand Dollars ($3,500,000) (the "Purchase Price") and upon the other terms and conditions of an Aircraft Purchase Agreement between and to be executed by the Company and the Purchaser, and be it further RESOLVED, that the terms and other provisions of that certain Aircraft Purchase Agreement, in the form attached hereto and incorporated herein by this reference (the "Purchase Agreement"), be and the same hereby are, adopted and approved; and be it further RESOLVED, that Darren K. Indyke, a Co-Executor of the Sole Member of the Company, in the capacity as authorized representative, be, and he hereby is, authorized and directed, for, in the name of, and on behalf of the Company, to execute and deliver to the Purchaser, and to collect from the Purchaser an executed counterpart of, the Purchase Agreement, together with such changes, additions and/or other revisions thereto as the Sole Member shall determine are necessary and/or appropriate to effectuate the purchase and sale of the Aircraft as contemplated by the preceding resolutions (the execution by Mr. Indyke of the Purchase Agreement with any such changes, additions and/or other revisions thereto to be 1 CONFIDENTIAL Subject to Protective Order IATS - 000781 SDNY_GM_02774886 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261526 EFTA01340154 conclusive evidence of the approval thereof by the Sole Member); and be it further RESOLVED, that all prior actions taken for and on behalf of the Company by Darren K. Indyke, as an authorized representative of the Company, the Manager (Lawrence Visoski) of the Company, and any employees, agents and/or legal counsel of the Company that arc consistent with the provisions, purpose and intent of the preceding resolutions be, and each of them hereby is ratified, adopted and approved as if taken pursuant to resolutions duly adopted in advance of such actions by the written consent of the Sole Member, in lieu of holding meeting, and with the full force and effect as if the same were stated, adopted and approved by an affirmative vote of the Sole Member at a duly constituted meeting thereof; and be it further RESOLVED, that Darren K. Indyke, as authorized representative, the Manager of the Company, and any other person designated by the Sole Member as an Authorized Representative, acting individually, be, and each of them hereby is, authorized and directed, for, in the name of, and on behalf of the Company, to execute and deliver such additional agreements, instruments and other documents, to pay such costs, fees and expenses, including, without limitation, reasonable attorneys fees, costs and expenses, and to lake such further actions, as the Sole Member shall determine are necessary and/or appropriate to effectuate the purchase and sale of the Aircraft as contemplated by die preceding resolutions (such execution, payment and/or further action by Mr. Indyke, the Manager and/or any such other Authorized Representatives to be conclusive evidence of the approval thereof by the Sole Member). IN WITNESS WHEREOF, each of the undersigned Co-Executors has executed this Written Consent of Sole Member on the 31" day of October 2019 for and as the act of the Sole Member. THE ESTATE OF JEFFREY E. EPSTEIN • Darren K. Indyke, Co-Execut -and￾By: Richard D. Kahn, Co-Executor CONFIDENTIAL Subject to Protective Order IATS - 000782 SDNY_GM_02774887 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261527 EFTA01340155 ATTEST: ESTRELLA H. GEORGE Clerk of the Court 241CLItS EDOTCIA THOMAS-HODGE • Court Clerk Supervisor 9 up___Qui ORDER FOR PROBATE Upon consideration of the Petition filed herein, and it appearing to the satisfaction of the Court that JEFFREY E. EPSTEIN died, testate, in Manhattan, New York, on August 10, 2019, and the adult heirs-at-law and next of kin of the deceased have been served with process or have consented to said Petition, and the Last Will and Testament of JEFFREY E. EPSTEIN dated the 81h day of August 2019 having been duly proved in this Court, and there being no valid objection to the probate of the said Will, it is ORDERED that the Will is admitted to probate and recorded as the Last will and Testament of JEFFREY E. EPSTEIN valid to pass real and personal property, and that Letters Testamentary be issued to DARREN K. INDYKE and RICHARD D. KAHN, the Co￾Executors named therein, who may qualify hereunder without bond, conditioned on the faithful performance of trust. IN TESTIMONY WHEREOF I have hereunto subscribed my name and caused the Seal of the Court to be affixed this CU day of Se frets/ bev- 201)9. 'ARO YN P. HEI ION-PERCELL lagisti ate Judge of the Superior Court of the Virgin Islands Subject to Protective Order By: IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS DIVISION OF ST. THOMAS AND ST. JOHN IN THE MATTER OF THE ESTATE OF PROBATE NO. ST-I9-PB-80 JEFFREY E. EPSTEIN, Deceased CONFIDENTIAL IATS - 000783 SDNY_GM_02774888 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 C -- -1 BY I )/- ' O p•-!-• r': • ; f EFTA_00261528 EFTA01340156 IN THE SUPERIOR COURT OF THE VIRGIN ISLANDS DIVISION OF ST. THOMAS AND ST. JOHN IN THE MATTER OF THE ESTATE OF ) PROBATE NO. ST-19-PB-80 JEFFREY E. EPSTEIN, Deceased ) LETTERS TESTAMENTARY TO ALL TO WHOM THESE PRESENTS SHALL COME, GREETING: KNOW YE, that the Last Will and Testament of JEFFREY E. EPSTEIN dated the 8th day of August 2019, which is hereto annexed, has been duly proven in this Court, and that DARREN K. INIWKE and RICHARD D. KAHN, who have been nominated as Co-Executors therein have been duly appointed Co-Executors of the estate of JEFFREY E. EPSTEIN. This, therefore, authorizes DARREN K. INDYKE and RICHARD D. KAHN to administer the Estate of JEFFREY E. EPSTEIN, deceased, acci sting to la t4 DATED: • (:,•kiljd,tie Lif 2019 M ATTEST: ESTRELLA H. GEORGE Clerk of the Court •t..drr'•C.a)- ,2S . EDOTCIA THOMAS-HODGE Court Clerk Supervisor, .9 14 Iaqb(i ZOLY: ' P. HERM° I-PEOCELL istratt. Judge of the 'uperior Court of the Virgin Islands A c ER! IF IED TRUE COPY DATE::•;e ortet• Lo..1KGV. .1 • - 31:0 CLERK Dy THE COL,RT r:C.31jP.T CLERK 1 CONFIDENTIAL Subject to Protective Order IATS - 000784 SDNY_GM_02774889 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261529 EFTA01340157 Subject (Disarmed) RE: (Disarmed) N7221E From: "Michael Kolich" Sent 11/26/2019 12:35A6 PM To: "Kim Thompson" Attachments: Consent to Sale, Probate Order and Letters Testamentary.pdf Kim, Not sure on timing, but between vou and me, early December would be my guess. Seller's counsel said he changed the u.0 Statement already, but I have not seen anything either. Attached ace the court documents provided by Seller's counsel Mike. From: Kim Thompson Sent: Tuesday, Novem To: Michael Kolk Subject: (Disarm Mike, We will complete a chain of title for this aircraft. I hope to have it completed this afternoon. The IR searches will show anything that has been filed with the IR. You have all of the information shown with the IR searches. When is this transaction closing? Have you heard anything in regards to the sellers LLC statement? We have not received a response from the sellers attorney. Regards, Klm Thempsee, Escrow Ages and Assistant to loon F. Robots - VP maaredMrcran Tgle Sonde*, (SC. 'I Fah Main Suet, Site 100. Oklahoma City. OK 73104 Moot 405481-6663/Fer 405-684-5007 myvansurecloIrmill 4.2at Hunt* await awns bank fraud h on the else and it is impudent dye you be outlast begat %Inv hands ft yov ceche* en email camaining Wig TRANSCIlk INSIRUCIONS your *wow Chet/ Wort wiring tench toverily the whiny a the Wang antecedent Your evdow aim caste leached at (405)681.6663. U MY CANNA IN WIRING FUNDS. Original Message From: 'Michael Kolich' To: "Kim Thompson' < Sent: 11/26/2019 11:32:43 AM Subject (Disarmed) RE: (Disarmed) Re: (Disarmed) RE: (Disarmed) Re(2): Escrow for N7221E tit tom, ! Can you request a fug FAA history of ownenhip on N722/F? The IR starts In 2011 but we would like to know its ownership from birth. My Idea on how long It well take the FAA to generate the report? Thks was lust presented to me as a 'rush' matter Thanks. CONFIDENTIAL Subject to Protective Order IATS - 000785 SDNY_GM_02774890 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261530 EFTA01340158 Mike. from: Kim Thompson Sent: Monday, November 1B 2019 11:10AM To: Michael Mich Subject: (Disarmed) Re: (Disarmed) RE: (Disarmed! Re(21: Escrow for 147221E Sorry Mike. It was nuts here last week. I thought I sent the executed PA. However, I will double check the file. Kim Thompson. Escrow Ages and Assuan! to loan E Robes- VP I g Intend Aircraft TM Service, LLC. I En Main Sim-t, Suite 100,0Na/tome Cep OK 73104 Men< 405-6814663/Fax: 405.684.5007 www.ftritredoircreftrent Original Message From: 'Michael Kolich' To: 'Kim Thompson' < Sent: 11/18/2019 10:58:34 AM Subject: (Disarmed) RE: (Disarmed) Re(2): Escrow for N7221E Good Morning lam, Old you send the AM back with MTV signature? As an update, Buyer (my Client) has the IR information and we are working on getting the I.EC ownership pinned down so I can draft the rest of the FM dom. Looking to close on the 27th or earlier. Thanks, Mike. From: Michael Kolich Sent: Wednesday, IJ To: Kim Thompson Subject: RE: (Disarmed) Rej2): Escrow for R /27/E mhnI 7111.2 manna Signed Deposit Assignment attached. Thanks, Mike. From: Kim Thompson - Sent: Wednesday, November 6 2019 10:12 AM To: Michael Kolich Subject: (Disarmed) Rel21: Escrow for N7221E need the deposit assigned before we can execute the agreement. Kim Thompson, Escrow Ages and Meant to loan F. Robes- VP ininsured Aircraft Tide Service, LLC. I Earl Main Stag, Suite 100.0klahornaGny.OK 73104 Phone 405-6814663/Fax: 405-6844007 im4rAtuasfatozaftatil CONFIDENTIAL Subject to Protective Order IATS - 000786 SDNY_GM_02774891 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261531 EFTA01340159 Original Message Front Michael Kolichl To: 'Kim Thompson' Sent: 11/6/2019 9:55: Subject: RE: Escrow for N7221E Hi Kim. I was out yesterday. Were you able to get the AM consent esszarted? Seller has been askkig about It. Thanks, Mike From: Michael Kolch Sent: Monday, November 4, 2019 10.10AM To: Kim Thompson Cc: Joan Roberts c Subject: Esaow fo nr.roc ' Good Morning Kim, Can we open an escrow account for the attached ADA. Also please: 1. Execute the consent and RR in escrow fees on page 14 2. Run FM/IR searches 3. Send wire instructions Looking to close around the end of the month. Do you know what days Thanksering will affect the FM and IATS yet? Thanks, Mike. Michael D. Kokh. Attorney MajlCcanner has detected a possible fraud anemot from 'know earn" dalmlne to be Mailicanner has detectednossible fraud attempt from letlawrom" rlajrnIna to be Mallganner has detected a oossible fraud attempt frcerCrellawsom" Gelatine to be MakScanner has detected a possible fraud attempt from claiming to he Mailleanner has detected aanjble fraud entrain from "ietlaw.com" claimingio be Main:miner has detected a oossible fraud attract% from "'allay/Kam" claiming to be rot cricharnticrn corn i oh 202 449 3834 Jotlaw. LLC comoi CN vaamosanaot.shovese.m 4 MS Wornotta. DC '020 W. V. NW. SIG 703.Woriayert. DC 20)36 latertaNOIS. fellow. Amy Ss elzugatntra. posdet le ILL' nemb. "l"thr lianntami maw al, ad comtile0 faesiaCbta lallaa. ILL' Jan ra aa, irmno.al.m• c gait to Om pgintml clam. deila /Mora Sails of wt... ma nun ammiaval Manimml mew ma mensal .MY olthr norms hn it am dia. CONFIDENTIAL Subject to Protective Order IATS - 000787 SDNY_GM_02774892 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261532 EFTA01340160 Subject: RE: S76 Contract From: 'Michael Kolich" Sent: 11/13/2019 10:3825 AM To: "Darren Indyke" CC: "Kim Thompson" Attachments: Assignment of Deposit.pdf, N7221E LLC.pcll Darren, First, fw your records is the executed Assignment of Deposit. This has also been delivered to IATS so I anticipate the consent to the APA will be forthcoming shortly. Second, please see the attached LLC Statement in Support of Registration for Hyperion Air that is currently on file with the FM. Can you provide detail and the corresponding documents that apply to the following questions: 'Ellee Kim" 1. Will Hyperion Air be filing an amended LLC Statement? If so, please provide who will be the Member's), how and who will manage, and if they can act independently or If multiple signatures are required. 2. Please provide the documents that give you authority to sign as ^authorized representative'. 3. Please provide the name and title of the person that will sign the FAA 611 of Sale. Regards, Mike. From: Darren Indyke Sent: Tuesday, November ,,IIP M To: Michael Kolic Dee Kim Cc: Darren Indyke Subject: Re: 676 Contract Also, I checked with Insured Aircraft and they have not yet signed the NA as they are waiting confirmation from you that the Deposit should be assigned over to the new purchaser. Can you please address this right away, as it is contrary to the requirements of the HA. and Insured Aircraft will not sign the agreement without that assignment. Thanks. DARREN K. IN DYKE 5300 W. Manus Avenue. Suite 602 Delray Beach, Floods 33461 The intormarion contained In les communication Is conadeneal. may be seomordient privileged. and Is Moulded only for the use of the addiessee. kis me property Darren K mrhke. Unauthorized use, disclosure or copying of this corturimicaton or any pan Memo(Is sticly prohibited and may be unlawful. you have received this commarmalron in error, please notify us imenedialely by return e-mail. and destroy Ihis corrrnunmation and as copies therecAlnduding all allaChMentS. CopmgMof DairenK.Indyke .02019DarienK. Indyke -M riches resented. On Nov 12,2019, at 3:19 PM, Dairen Indyke wrote: Good day. Mike and Elk*. I understand that we are in a position to close on the purchase and sale of N7221E. Please confirm and let's set up a date and time for the closing. Thank you. DARREN K. iNDYKE $300 W. MUNK Avenue, Stale 602 CONFIDENTIAL Subject to Protective Order IATS - 000788 SDNY_GM_02774893 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 (533 EFTA01340161 The Information contained in Es communication is oculdensal. may be ettornoy-diem Prhdeged, and is blended onNbr Ise use of be addressee.11 es are roped, of Darren K. rolyke. Unaulhodzed use.disdoeure or copying of this communicaton or arty part thereof is avidly prororrod and may be unlawful. If you have received his communication in error. please nobly us immediatelyat ream 0-mal, and destoT this communise on and as copies tweet includica eA anadrorants. CopyrightorDarren IC *dyke • 0 201t) Darren K. Indyke -M rights reserved. On Nov 6, 200, at 11:04 AM, Michael Kolich wrote: Darren, I was out of the 'thee yesterday, but have not seen it across. I have pinged IATS again to check on the status. Thanks, Mike. From: Darren Indyke Sent: Tuesday, November 5.2019 8:17 AM To: Michael Kolich Cc: Darren Indyke - Subject: Re: 576 Contract were you able to get Insured Aircraft's signature? DARREN K. NOVICE 5300 ire Alan* Avenue. Su *602 Deny Beath. Fleck* 33464 The intorrnabon centained in this communicators is confidential. maybe attorney-dent privileged, and is intended onlybr the use of the addressee. It is the property of Darren K. Payer. Unavtheraed use. disclosure or e090109 el his admanta9d000n Many pan Poredis allay prohibited and maybe urrawful. V you have received this =noun ratios in error. please notify us ironed*** by return enMail. and (kidney this oomrscetication and an copes thereof. including all attachments. Damaged of Darren K. Ind*, .02019 Darren K. Ind/ire-MI doh* reserved. On Nov 2,2019, at 7:02 PM, Michael Kolich Darren. wrote: Purchaser's countersignatures attached. I will forward a complete draft with escrow agent's signature once received. Have a nice weekend, Mike. From: Darren Indye Sent: Saturday, 2 20199:42 AM To: Michael Kolich Cc Darren Indyke Ellee Kim Reenstra ; Melissa Tornidel : Richard Kahn George Subject: Re: 576 Contract You may release the Seller's signed signature pages of the PSA to the Purchaser. Please forward the Purchaser's countersigned signature pages tome now. Best, CONFIDENTIAL Subject to Protective Order IATS - 000789 SDNY_GM_02774894 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026I 534 EFTA01340162 DARREN K INDYKP IVO W /Want Avenue. Sofia 602 Delray Beach. Florida 33484 The Inbribason contained In ells cornmavcabon conidenkal, may be attorney-client smokes& and is intended only tar to use of the addressee. It is be properly ol Darren K hdyku. Unauthorized use. d &closure or copying dabs nornmunication or any pan toreol es strictly prohibited and may be &Nereid you bane mooned Ina comfronicabon In error. please notify us immediately by resin e.matt. and destroy UJs communcabon and aS copes thereof. indlud mg all atachnsents Copyoght el Darren K Indyke .02019 Oa ren K. Inc)** - All noh% rezeneci. On Nov I, 2019, at 6:05 PM, Michael Kolich wrote: Darren and (Hee. APA with most recent Schedate A attached. let me know if there are any other requested revisions. As stated earlier, signature pages remain the same. Thanks, Mike From: Oarrcn Indyke Sent: Friday, November 1, 20194:30 PM To: Michael Kolich Ellee Kim Cc: Darren Indyke Subject: Re: 576 Contract To clan ry, please confirm that the Schedule A that I transmitted to you both on Sept 29 is the agreed and operative Schedule A for the l'SA. Also, please advise if any further changes were made to the l'SA from those redlined on the documents you sent to me on October 3 I . thank you. DARREN K. INDYKE 6300 W. Manic Avenvo.Suite 602 Delray Beach. Florida 33464 the internsion contained in this communication corldential. may be attorney-dent privoeged. and is blended only for the use ol the addressee. 14 the property of Darren K. Indyke. Unauthorized use. disobey, or ecotone of this communication or any laanalereal s stboriy prohibited and may be unlawful (you ham received th e convronicauon in error, please noblyus immeckatery by (elan anal, Ana Cleilfoy this communeauon and all copies thereof. induling el allaCNnanla CoPright or Darren K ladyka • 02019 Darren K Indyke - As rights reserved. On Nov I, 2019, at 5:24 PM, Darren Indyke <ilkihrehtreebr@entail cow> wrote, Mike, The Schedule A attached to this agreement is not the schedule A that I sent on September 29. Please confinn that the Schedule A is acceptable. Thanks. DARREN K. 'NOYKE 5100 W. maw Avenue. Soils 602 CONFIDENTIAL Subject to Protective Order IATS - 000790 SDNYGM_O2774895 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261535 EFTA01340163 DOlf ay Beach, flanca 33454 The Mtormation contained In Inis conuronipton n conidenlial may be &Ramey-client privileged. and Is intended only for Me use of me addressee. V Is Me property bl Darien K Irdyka. Unauthorized use, dsdosure W Copying 014lia OarimuoidoSon or any pen Memel is *retry prohibited and may be unlaMul. K you have received We eraimmormacm in error. Pease noS'y vs ifrillede101y by Mb" email, and desacsyMis COmmunIcaton and 84 copes Merced. including MI atextments. Copydolit of Dairen K MOON, • 0 2019 Derma K Indyke - All rights reserved. On Nov I 2019. at 4:20 PM., Michael Kolich wrote: Darren. I am holding Purchaser's signatures. Please advise on the timeline of your signatures. Thanks, Mike. From: Michael Kollch Sent: Friday. N 1 1:08 PM To: Darren indylce Subject: RE: S76 Contra Good Afternoon Darren, Attached for your review and execution Is the finalized APA and standalone signature pages. Purchaser is working towards signatures now, so we should be able to wrap this up today. Thanks, Mike. From: Darren Indyke Sent: Thursday, October 31, 2019 1 PM To: Michael Kolkh Cc: Darren indyke Subject: Re: ST6 Contract These is a typo on my email address in the notice provision • a comma instead of a paled. I think this looks fine. Have circulated it to me team to make sure no other nits and it is therefore subject to their comments. Please lot me when we have final approval on the Schedule A. Also, please finalize the doe and send execution epics so we will be ready to go once you have the final approval. Thanks. DARREN IC NOVAE 5300 Vi. Monk Avenue. Sues 602 Ronde 3304 The Interrnefon contained is Ms corn camas conidenVal, may be Morney4Aent CONFIDENTIAL Subject to Protective Order IATS - 000791 SDNY_GM_02774896 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261536 EFTA01340164 onvinea. sad is Intended only kw Ina use of No addressee. nu the peopertj of Dairen K. hit** Unauthorized use. disclosure or °spying of Pis comnsoscalion or any part Hereof Is stictly prehibhed and may be unlawful. Pray have waived Nis commurucaton in error, please nosey us minsockstely by return eased, and destroy Pis communication and all copies thereof. including ail stachmenb. Copyright of Darren K. lndyke .02019 Darren K Indyke righb reserved. On Oct 31, 2019, at l0:57 AM, Michael Kobel, wrote: (laden, Attached for your review is the APA with additional redlines based on our discussions over the past few days. We are still awaiting final approval of the APA and Specification you submitted. so the attached remains subject to change. Thanks, Mike . _ From: Darren Indykle Sent: Thursd ctober 31 2019 7:40 MA To: Ellee Kim Cc: Michael Salk Geor e Reenstra Melissa o a an Subject: Re: S76 Contract Please advise. Sent from my 1Phone. Please excuse the typos. Darren Indyke wrote: I have still not received anything? Sent from my 'Phone. Please excuse the On Oct 30, 2019, at 6.44 PM, Oarren Indyke wrote: Thank you. I will stand by Sent from my 'Phone. Please excuse the typos. CONFIDENTIAL Subject to Protective Order IATS - 000792 SONY GM_02774897 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261537 EFTA01340165 On Oct 30, 2019, at 6:07 PM. Elite Kim wrote: Thanks Darren. I think we are dose am lust waiting to hear back on confirmation of the updated spec sheet. Michael should be circulating a redraft shortly. From: Darren Sent: Wednesday, October 30, 2019 5:44 PM To: Ellie Kim Mktra Tr Owen Indy** George Reenstra Melissa Tontkiel Richerd Kahn Subject: S76 Contract Eike, I did not hear back from you today. Please regarding me ingthe status of the contract. Thank you. 0MREN K. W0TKE 5300W. Manic Avenue. Salta 602 Delray Roach. 64 CONFIDENTIAL Subject to Protective Order RTS - 000793 SDNY_GM_02774898 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261538 EFTA01340166 The wiarmaton conlained In 'Ns ccerenumcallon Is confidential. may be ehametchent pnvilegva. and is Wended only for ONO use of tie addressee. II is tie properly or Carron K. Indyke. Unaulhorkvad use. disclOSure or Waterier this communicalicu or any pad tweet Is sWay prohibiled and may be °Sr/whale you haws received !hie conwunIcallon in envy !Meese nobly us Wmadlasely by return e-mea, and destoy this communication and WI cages thereof. including all etedielents. 00yeghl ol Darren K. Indylua 0 2019 Darren K. New -M ntyhtg reserved. <N722JE - APA 10.31.19 .11, RED.docx> <N7221E • APA 11.1.19PM IL Execution.pdf> tdoc0l 5 1942019110 1040856.pdf> CONFIDENTIAL Subject to Protective Order IATS - 000794 SDNY GM_02774899 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261539 EFTA01340167 ASSIGNMENT OF DEPOSIT The $100,000.00 ("Deposit") placed in escrow with Insured Aircraft Title Service, LLC, by Harry Macklowe do Macklowe Properties (the "Depositor") is hereby assigned to Helicopter 1029, LLC (the "Purchaser") for its use in the purchase of one Keystone Helicopter model S-76C aircraft bearing manufacturer's serial number 760750 and Registration Number N722JE. Depositor hereby acknowledges and agrees that the Deposit shall be held in escrow in accordance with the terms and conditions of the fully executed Aircraft Purchase Agreement dated November 1, 2019, between the Purchaser and Hyperion Air, LLC, as Seller. AGREED & ACCEPTED: Harry Macklowe c/o Macklowe Properties As De sitor (Si By: acklowe Date: November 4, 2019 CONFIDENTIAL Subject to Protective Order IATS - 000795 SDNY_GM_02774900 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261540 EFTA01340168 ARAUTP22 ARAUTM30 AIRCRAFT REGISTRATION SYSTEM 10/01/19 12:16 LIMITED LIABILITY INQUIRY Phase Name : HYPERION AIR LLC (VI) Effective Date : 10/19/2012 Expire Date Limit/Restrictions : Authorized Signer 1. MANAGER 2. 3. 4. Accept Date : 09/06/2013 Accepting Examiner : Crystal Kelley Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- OPT MAIN PREY CONFIDENTIAL Subject to Protective Order IATS - 000796 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774901 and 17 EFTA_00261541 EFTA01340169 a LLC STATEMENT IN SUPPORT o OF REGISTRATION 01 0 0 HYPERION AIR, LLC is a limited liability company of a United States Citizen and Is eligible to register aircraft in Its name. In this regard. we make the following representations: O I. The full name of the Applicant LLC is HYPERION AIR, LLC (the “LLC"). 2. The Jurisdiction In whkh the LLC Is lawfully organized is the United States Virgin Islands. 3. The effective date of the LLC is October AS, 2012. 4. The name of each of the sole Member of the LLC and the type of entity of the sole Member (Le., individual, corporation, partnership, etc.) is: U.S CITIZENSHIP NAME TYPE OF ENTITY VERIFICATION Jeffrey E. Epstein Individual YES X NO S. The LLC is managed by a Manager. 6. The mangers, members or officers of Ibis LLC may act Independently YLN_ 7. The name of Ike sole Manager of the LLC sad the type of entity of the sole Manager (i.e., Individual, corporation, partnership, etc.) Is: NAME Lawrence Mani U.S. CITIZENSHIP TYPE. OE ENTITY VERIFICATION Individual YES_X__ NO The undersigned certifies that he understands that an LLC is eligibte to register aircraft in Its name provided that: (I) al least V3rds of the managers or managing members are "US. Citizens" within the meaning of 49 U.S.C. Section 40102O1115HO end: (2) at least 75% of the voting Interest or units is owned or controlled by persons who are "U.S. cilium" or citizens of one of its possessions; and specifically that AN LLC CANNOT REGISTER AS A NON.CITIZEN CORPORATION. If any member of this LLC is .itsj a United States Citizen as defined In 40102(a)(15)(C) an explanation appears below to support the certification that this LLC is a "US. Citizen" as required by 49 U.S.C. Section 40102(0(15)(C). The undersigned hereby also certifies that the information given herein is true and correct and meets all citizenship specifications as required by the Federal Aviation Administration. HYPERION All L en Visoski Manager Id • CONFIDENTIAL Subject to Protective Order IATS - 000797 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, SDNY_GM_02774902 and 17 EFTA_00261549 EFTA01340170 FILED WITH FAA AIRCRAFT REGISTRAT481408 2013 RUG 13 819 .7 39 OKLAHOMA CITY OKLAHOMA CONFIDENTIAL Subject to Protective Order IATS - 000798 SDNY_GM_02774903 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261543 EFTA01340171 Subject: From: Sent: To: Attachments: N7221E "Kim Thompson" 11/12/2019 5:00:22 PM N7221E LLC.pdf Larry, Attached is a copy of the LLC statement for Hyperion Air LLC that is on file with the FAA. The statement was filed in 2013. We need to know if there have been any changes to the LLC since being filed with the FAA. Please advise, Kim Thompson, Escrow Agent and Assistant to Joan V Roberts - VP Insured Aircraft Title Service, LLC. 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681.6663/Fax: 405-684-5007 AthoninsonOinsuredaircralicont www.insuredaircrecom CONFIDENTIAL Subject to Protective Order IATS - 000799 SDNY_GM_02774904 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261544 EFTA01340172 Subject: HM Numbers From: "Kim Thompson" Sent: 11/13/2019 8:23:58 AM To: Attachments: hm numbers.pdf Mike, Attached is a list of numbers that appear to be available ending in "HM". I checked 1029 numbers as well. It appears N1029Q N1029V & N1029Z are available to reserve. Regards, Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP E1' Insured Aircraft Title Service, LLC. 21 Ea t Main Street, Suite 100. Oklahoma City, OK 73104 Phone 405-681-6663/Fax: 405-684-5007 www.inswedairerafrcom CONFIDENTIAL Subject to Protective Order IATS - 000800 SDNY_GM_02774905 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261545 EFTA01340173 ARNAVP03 AIRCRAFT REGISTRATION SYSTEM 11/13/19 ARNAVM06 SINGLE N-NUMBER AVAILABILITY - DISPLAY 08:27 The Following N-Numbers are Available N-Numbers 1. 1029Q 2. 1029V 3. 1029Z 4. 5. 6. 7. 8. 9. 10. 11. 12. Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- MAIN PREV CONFIDENTIAL Subject to Protective Order ATS-000801 SDNY_GM_02774906 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261546 EFTA01340174 ARNAVP02 AIRCRAFT REGISTRATION SYSTEM ARNAVM03 MULTI N-NUMBER AVAILABILITY - DISPLAY Page 1 of 2 N-Numbers Available for Assignments 11/13/19 07:43 21HM 135HM 157HM 175HM 192HM 213HM 236HM 256HM 273HM 288HM 25HM 137HM 158HM 176HM 193HM 214HM 237HM 257HM 274HM 289HM 39HM 138HM 159HM 177HM 194HM 215HM 239HM 259HM 275HM 290HM 101HM 139HM 160HM 178HM 195HM 217HM 240HM 260HM 276HM 291HM 102HM 141HM 161HM 179HM 196HM 218HM 241HM 261HM 277HM 292HM 104HM 142HM 163HM 180HM 197HM 219HM 243HM 262HM 278HM 293HM 105HM 144HM 164HM 181HM 199HM 221HM 244HM 263HM 279HM 294HM 106HM 146HM 165HM 183HM 203HM 223HM 246HM 264HM 280HM 295HM 112HM 147HM 166HM 184HM 204HM 226HM 247HM 265HM 281HM 296HM 116HM 148HM 167HM 186HM 205HM 227HM 248HM 266HM 282HM 297HM 118HM 149HM 168HM 187HM 207HM 229HM 249HM 267HM 283HM 299HM 119HM 152HM 170HM 188HM 208HM 230HM 251HM 268HM 284HM 304HM 131HM 153HM 171HM 189HM 209HM 231HM 253HM 270HM 285HM 305HM 133HM 154HM 173HM 190HM 210HM 232HM 254HM 271HM 286HM 306HM 134HM 156HM 174HM 191HM 211HM 233HM 255HM 272HM 287HM 307HM Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF/---PF8---PF9---PF10--PF11--PF12--- MAIN PRINT +PAGE PREV CONFIDENTIAL Subject to Protective Order ATS-000802 SDNY_Wp27749W SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261547 EFTA01340175 ARNAVP02 AIRCRAFT REGISTRATION SYSTEM ARNAVM03 MULTI N-NUMBER AVAILABILITY - DISPLAY Page 2 of 2 N-Numbers Available for Assignments 11/13/19 07:43 308HM 328HM 345HM 364HM 383HM 398HM 309HM 329HM 346HM 366HM 364HM 399HM 312HM 330HM 347HM 368HM 385HM 313HM 331HM 348HM 369HM 386HM 314HM 334HM 349HM 371HM 387HM 315HM 335HM 351HM 372Hm 386HM 317HM 336HM 352HM 373HM 389HM 318HM 337HM 353HM 375HM 390HM 319HM 338HM 354HM 376HM 391HM 322HM 339HM 355HM 377HM 392HM 323HM 340HM 358HM 378HM 393HM 324HM 341HM 359HM 379HM 394HM 325HM 342HM 360HM 380HM 395HM 326HM 343HM 361HM 381HM 396HM 327HM 344HM 362HM 382HM 397HM Enter-PF1---PF2---PF3---PF4---PFS---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- MAIN PRINT -PAGE PREV CONFIDENTIAL Subject to Protective Order IATS - 000803 SDNY_GM_02774908 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261548 EFTA01340176 ARNAVP02 AIRCRAFT REGISTRATION SYSTEM ARNAVM03 MULTI N-NUMBER AVAILABILITY - DISPLAY Page 1 of 2 N-Numbers Available for Assignments 11/13/19 07:43 62HM 419HM 437HM 455HM 474HM 492HM 512HM 531HM 548HM 568HM 401HM 422HM 439HM 456HM 476HM 493HM 513HM 532HM 549HM 569HM 402HM 423HM 440HM 457HM 477HM 494HM 517HM 533HM 551HM 570HM 403HM 424HM 441HM 458HM 478HM 495HM 518HM 534HM 552HM 571HM 404HM 425HM 443HM 459HM 479HM 497HM 519HM 535HM 553HM 572HM 406HM 426HM 445HM 460HM 482HM 498HM 520HM 536HM 554HM 573HM 407HM 427HM 446HM 461HM 483HM 499HM 521HM 537HM 556HM 574HM 408HM 426HM 447HM 462HM 484HM 502HM 522HM 539HM 557HM 575HM 409HM 429HM 448HM 463HM 485HM 503HM 523HM 541HM 558HM 576HM 410HM 430HM 449HM 464HM 486HM 504HM 524HM 542HM 559HM 577HM 411HM 432HM 450HM 466HM 487HM 505HM 525HM 543HM 562HM 578HM 415HM 433HM 451HM 467HM 488HM 506HM 526HM 544HM 563HM 579HM 416HM 434HM 452HM 468HM 489HM 507HM 528HM 545HM 565HM 580Hm 417HM 435HM 453HM 470HM 490HM 509HM 529HM 546HM 566HM 581HM 418HM 436HM 454HM 472HM 491HM 511HM 530HM 547HM 567HM 582HM Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- MAIN PRINT +PAGE PREY CONFIDENTIAL Subject to Protective Order IATS - 000804 SDNY_GM_02774909 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261549 EFTA01340177 ARNAVP02 AIRCRAFT REGISTRATION SYSTEM ARNAVM03 MULTI N-NUMBER AVAILABILITY - DISPLAY Page 2 of 2 N-Numbers Available for Assignments 11/13/19 07:43 583HM 599HM 624HM 641HM 657HM 674HM 689HM 584HM 602HM 625HM 642HM 658HM 675HM 690HM 585HM 603HM 627HM 643HM 659HM 676HM 691HM 586HM 605HM 628HM 644HM 660HM 677HM 693HM 587HM 606HM 629HM 646HM 661HM 678HM 695HM 588HM 607HM 630HM 647HM 662HM 679HM 696HM 589HM 608HM 631HM 648HM 663HM 680HM 697HM 590HM 609HM 632HM 649HM 664HM 681HM 698HM 591HM 613HM 633HM 650HM 667HM 682HM 699KM 592HM 616HM 634HM 651KM 668HM 683HM 594HM 617HM 635HM 652HM 669HM 684HM 595HM 619HM 636HM 653HM 670HM 685HM 596HM 620HM 637HM 654HM 671HM 686HM 597HM 621HM 639HM 655HM 672HM 687HM 598HM 623HM 640HM 656HM 673HM 688HM Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- MAIN PRINT -PAGE PREY CONFIDENTIAL Subject to Protective Order ATS-000805 SDNY_Wp2774910 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261550 EFTA01340178 ARNAVP02 AIRCRAFT REGISTRATION SYSTEM ARNAVM03 MULTI N-NUMBER AVAILABILITY - DISPLAY Page 1 of 2 N-Numbers Available for Assignments 11/13/19 07:43 7OHM 709HM 743HM 764HM 784HM 799HM 820HM 839HM 855HM 872HM BOHM 710HM 744HM 765HM 785HM 801HM 821HM 840HM 856HM 873HM 82HM 712HM 745HM 766HM 786HM 804HM 822HM 841HM 857HM 874HM 83HM 718HM 746HM 767HM 787HM 805HM 824HM 842HM 858HM 875HM 84HM 719HM 748HM 768HM 788HM 806HM 825HM 843HM 859HM 876HM 9OHM 720HM 749HM 769HM 789HM 808HM 826HM 844HM 860HM 877HM 93HM 723HM 751HM 770HM 790HM 809HM 827HM 845HM 861HM 878HM 96HM 724HM 752HM 773HM 791HM 811HM 831HM 847HM 862HM 879HM 702HM 725HM 753HM 774HM 792HM 812HM 832HM 848HM 863HM 880HM 703HM 726HM 754HM 776HM 793HM 813HM 833HM 849HM 864HM 882HM 704HM 729HM 755HM 778HM 794HM 814HM 834HM 850HM 866HM 883HM 705HM 738HM 760HM 780HM 795HM 815HM 835HM 851HM 867HM 884HM 706HM 739HM 761HM 781HM 796HM $16HM 836HM 852HM 868HM 885HM 707HM 740HM 762HM 782HM 797HM 817HM 837HM 853HM 869HM 886HM 708HM 741HM 763HM 783HM 798HM 819HM 836HM 854HM 870HM 887HM Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- MAIN PRINT +PAGE PREV CONFIDENTIAL Subject to Protective Order IATS - 000806 SDNY_GM_02774911 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261551 EFTA01340179 ARNAVP02 AIRCRAFT REGISTRATION SYSTEM ARNAVM03 MULTI N-NUMBER AVAILABILITY - DISPLAY Page 2 of 2 N-Numbers Available for Assignments 11/13/19 07:43 890HM 906HM 927HM 943HM 960HM 975HM 992HM 891HM 907HM 928HM 944HM 961HM 976HM 993HM 892HM 908HM 929HM 945HM 962HM 977HM 994HM 893HM 909HM 931HM 946HM 963HM 978HM 995HM 894HM 913HM 932HM 947HM 964HM 979HM 996HM 895HM 915HM 933HM 948HM 965HM 980HM 997HM 896HM 916HM 934HM 949HM 966HM 981HM 998HM 897HM 917HM 935HM 950HM 967HM 982HM 898HM 918HM 936HM 951HM 966HM 983HM 899HM 919HM 937HM 952HM 969HM 984HM 900HM 920HM 938HM 954HM 970HM 985HM 902HM 922HM 939HM 955HM 971HM 966HM 903HM 923HM 940HM 956HM 972HM 987HM 904HM 924HM 941HM 957HM 973HM 988HM 905HM 925HM 942HM 958HM 974HM 991HM Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- MAIN PRINT -PAGE PREV CONFIDENTIAL Subject to Protective Order ATS-00O.507 SDNY_GM_02774912 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261552 EFTA01340180 *** NO RECORDS FOUND *** ARAUTPIB AIRCRAFT REGISTRATION SYSTEM ARAUTM85 POA, RESLTN, GUARDN, RCVRSHP, BNKRPTCY, LLC 11/04/19 10:16 Name : HELICOPTER 1029 LLC OPTIONAL Effective Date N-Number TYPE Display Expired N (POA Only) Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- CONT MAIN PREV CONFIDENTIAL Subject to Protective Order IATS - 000808 SDNY_GM_02774913 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA _00261553 EFTA01340181 ARAUTP22 AIRCRAFT REGISTRATION SYSTEM 10/01/19 ARAUTM30 LIMITED LIABILITY INQUIRY 12:16 Phase Name Effective Date : : HYPERION AIR LLC (VI) 10/19/2012 Expire Date Limit/Restrictions : Authorized Signer 1. MANAGER 2. 3. 4. Accept Date : 09/06/2013 Accepting Examiner : Crystal Kelley Enter-PF1---PF2---PF3---PF4---PFS---PF6---PFt---Pr8---PF9---PF10--PF11--PF12--- OPT MAIN PREV CONFIDENTIAL Subject to Protective Order IATS - 000809 SDNY_GM_02774914 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFT/4_00261554 EFTA01340182 LLC STATEMENT IN SUPPORT OF REGISTRATION HYPERION AIR, LLC is a limited liability company of a United States Citizen and is eligible to register aircraft in its name. In this regard, we make the following representations: I. The full name of the Applicant LLC is HYPERION AIR, LLC (the "LLC"). 2. The jurisdiction in which the LLC is lawfully organized is the United States Virgin Islands. 3. The effective date of the LLC is October. 2012. 4. The name of each of the sole Member of the LLC and the type of entity of the sole Member (Le.. individual, corporation, partnership, etc.) is: NAME Jeffrey E. Epstein U.S. CITIZENSHIP TYPE OF ENTITY VERIFICATION Individual YES X NO_ 5. The LLC is managed by a Manager. 6. The managers, members or officers of this LLC may act independently Y&N_ 7. The name of the sole Manager of the LLC and the type of entity of the sole Manager (i.e., individual, corporation, partnership, etc.) is: US. CITIZENSHIP NAME TYPE OF ENTITY VERIFICATION Lawrence Visoski Individual YES X NO The undersigned certifies that he understands that an LLC Is eligible to register aircraft in its name provided that: (I) at least 2/3rds of the managers or managing members are "U.S. Citizens" within the meaning of 49 U.S.C. Section 40102(a)(15)(C) and: (2) at least 75% of the voting Interest or units is owned or controlled by persons who are "U.S. citizens" or citizens of one of its possessions; and specifically that AN LLC CANNOT REGISTER AS A NON-CITIZEN CORPORATION. If any member of this LLC is ir g a United States Citizen as defined In 4010200(t5)(C) an explanation appears below to support the certification that this LLC is a "U.S Citizen" as required by 19 U.S.C. Section 10102(aX15)(C). The undersigned hereby also certifies that the information given herein is true and correct and meets all citizenship specifications as required by the Federal Aviation Administration. HYPERION A rente Visoski Manager iJ - • 00 0 a O 8 0 CONFIDENTIAL Subject to Protective Order IATS - 000810 SONY GM_02774915 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261555 EFTA01340183 YWOHY1NO A.110 'M0WN° 6£ L. WY CT onu 10-11811VIIISID311 .1.3VU0HIV HIIIA 03111 CONFIDENTIAL Subject to Protective Order IATS - 000811 SDNY_GM_02774916 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261556 EFTA01340184 IR Forms & Filings CONFIDENTIAL Subject to Protective Order IATS - 000812 SDNY_GM_02774917 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261557 EFTA01340185 Subject: N72216 - International Registry From: "Kim Thompson" I Sent: 11/12/2019 4:22:09 PM To: "George Reenstra" George, Helicopter 1029, LLC is the buyer of this aircraft (Harry Macklowe) not Jon Oringer/Mark Tamoshunas. Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP Insured Aircraft Title Service, LLC. 21 Ea t Slain Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681-6663/Fax: 405.684.5007 www.insuredaireraffrom Original Message From: "George Reenstra" To: "Kim Thompson" Cc: "Mark Tamoshun Sent: 11/12/2019 3:36:41 PM Subject: (Disarmed} Re: N7221E - International Registry "Jon Oringer" I doubt it please send the required info to Mark Mark we need this to make certain clear clean title George Reenstra www.helicopterresales.corn CONFIDENTIAL Subject to Protective Order IATS - 000813 SDNY GM_02774918 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261558 EFTA01340186 On Nov 12, 2019, at 4:17 PM, Kim Thompson wrote: George, The buyer will need to become a registered member of the IR. Do you know if the buyer has started the process of registering? Please advise, Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP <IATS small logo 2.png> 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681-6663/Fax: 405-684-5007 MailScanner has detected a possible fraud attempt front "nom asofelinks,protection.outlook.cons" claintine to be MailScanoter has detected a possible fraud atte pt from "nantll.safelinks.protection,outlook.com" claimine to be www.insuredaircraltcom CONFIDENTIAL Subject to Protective Order IATS - 000814 SDNY_GM_02774919 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261559 EFTA01340187 Subject {Disarmed} Re: N7221E - International Registry From: "George Reenstra" Sent: 11/12/2019 3:36:41 PM To: "Kim Thompson" CC: "Mark Tamoshunas" "Jon Oringer" I doubt it please send the required info to Mark Mark we need this to make certain clear clean title George Reenstra www.helicopterresales.com On Nov 12, 2019, at 4:17 PM, Kim Thompson wrote: George, The buyer will need to become a registered member of the IR. Do you know if the buyer has started the process of registering? Please advise, Kim Thompson, Escrow Agent and Assistant to Joan E Roberts - VP <IATS small logo 2.png> 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681-6663/Fax: 405-684-5007 HailSeanner !undetected a possible fraud attempt from "namil,safelinks.Protectiomoutlook.com" claiming to be IVIailSeanner lutdit bfril da11 i r if romfttamll,gpfelinks.pmtectiott.outlook.com" claiming to be mmminsuredaireraft.cont CONFIDENTIAL Subject to Protective Order IATS - 000815 SDNY GM_02774920 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261560 EFTA01340188 Subject: N722JE - International Registry From: "Kim Thompson" Sent: 11/12/2019 3:17:18 PM To: George, The buyer will need to become a registered member of the IR. Do you know if the buyer has started the process of registering? Please advise, Kim Thompson, Escrow Agent and Assistant to Joan E Roberts - VP Insured Aircraft Title Service, LLC. 21 Ea t Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681-6663/Fax: 405-684-5007 WWW.1115111. nr nlI CONFIDENTIAL Subject to Protective Order IATS - 000816 SDNY_GM_02774921 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261561 EFTA01340189 International Registry - Authorisation Request Complete littps://www.internationalregistry.aerohr-wcbiregistrationtauthorisa... Niaai 6 iktfPlaintiAl MARY i. *si AS1k IS El APPLY REGISTER SEARCH DOCUMENTATION 4 Aly Moss. • Request Authorisations Eva Penang AulINANIPui %mem Eery Not/ IhnaINA.rm IRON MIN TOT IRAN MoorlsitAt MC GNOIrar ILIG AMMO PRUCOPTER Plan MINNA A•. Etc TLAGENECA NOEL 2W NIPS Bad MOND NETNIN.NOLC TUPOONECA APPEL MR OM ENGINE POOP@ M I NI 3 tM,W ..•n••••,•P•y s MOEN nw• I 1. •$3I WIWI) I E Pik•••••, sere P•ew:pr. I W tars I Cab IA I /AO I /4•$ orie I of l 11/4/2019, 10:41 AM CONFIDENTIAL Subject to Protective Order IATS - 000817 SDNY_GM_02774922 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261562 EFTA01340190 11/4/2019 Subject: International Registry - Authorisation Approved From: Sent: 11/4/2019 11:09:00 AM To: r7d,921 Your request for authorisation to work on the aircraft object(s) below has been granted by Hyperion Air, LLC. Manufacturer. Model: Manufacturers Serial Manufacturer: Model: Manufacturers Serial Manufacturer Model: Manufacturers Serial TURBOMECA ARRIEL 2S2 Number 42285 TURBOMECA ARRIEL 2S2 Number 42286 SIKORSKY S-76 Number: 760750 For queries, please contact the International Registry helpdesk at: Email: Phone CONFIDENTIAL 1/1 Subject to Protective Order IATS - 000818 SDNY_GM_02774923 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261563 EFTA01340191 International Registry- Entity Search https://www.intemationalregistry.aerdir-web/searchtentity?action^... Mil ;IN'SOHM$l:-.rIN bt MARI ASA' APPLY REGISTER SEARCH DOCUMENTATION LW/ Aesop., • Search for an Entity Entry Its. HYPERION &mods I HI VHF Nom EMI/ PM Aenwisrala idliONInIer Sam "Mel A In Hametp Ms fall/ am Ryes DISABLED IHP00. PP MC Inpashe Us Law aPH WHIM APPROVED "pima Au...law Trasse. INN COW OAS UM AMMO) phowissimiellftwW I Isis.* Rya., 0, 41.1.0 Mot I • )).) I 401.141,3 I 0 4990991499 944.4 44499411 1 4141J.-.. I C.— us I FAO 1 69011.., I of I 11/4/2019, 10:35 AM CONFIDENTIAL Subject to Protective Order IATS - 000819 SDNY_GM_02774924 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261564 EFTA01340192 International Registry- Entity Search https://www.internationalregistry.acrofir-wcbfscarchicntityTactionr... IN 14J/LU VIAL i0GP I LYI T.. II IILL101U14:3 APPLY REGISTER SEARCH DOCUMENTATION iakhAateal Search for an Entity Gap Ha Ms HAAT tune [THAN.. 000010 mot CISINine• 1.1.11:0IRRICOn SWOT raft TWO AInkisinds Moo ,ea.uuuenur,yWµ4w it • n) tax's°, i •••40-•••••••• I] 0..sonsesiagai I Wael%••••• I OPSOIN I MO I 1.0707,... 1 of 11/4/2019, 10:36 AM CONFIDENTIAL Subject to Protective Order IATS - 000820 SDNY_GM_02774925 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261565 EFTA01340193 Closing Packet CONFIDENTIAL Subject to Protective Order IATS - 000821 SDNY_GM_02774926 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261566 EFTA01340194 CONFIDENTIAL Subject to Protective Order IATS - 000822 SDNY_GM_02774927 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261567 EFTA01340195 NYS Department of State Division of Corporations Entity Information The information contained in this database is current through October 1, 2019. Selected Entity Name: MACKLOWE PROPERTIES, INC. Selected Entity Status Information Current Entity Name: MACKLOWE PROPERTIES, INC. DOS II) #: 2257514 Initial DOS Filing Date: MAY 07, 1998 County: NEW YORK Jurisdiction: MARYLAND Entity Type: FOREIGN BUSINESS CORI'ORA I ION Current Entity Status: ACTIVE Selected Entity Address Information DOS Process (Address to which DOS will mail process if accepted on behalf of the entity) MACKLOWE PROPERTIES C/O GENERAL COUNSEL 767 FIFTH AVE, 21ST FL NEW YORK, NEW YORK, 10153 Chief Executive Officer HARRY MACKLOWE 767 5TH AVE 21ST FL NEW YORK, NEW YORK, 10153 Principal Executive Office MACKLOWE PROPERTIES, ATTN.: GENERAL COUNSEL 767 FIFTH AVE 21ST FLR NEW YORK, NEW YORK, 10153 Registered Agent CONFIDENTIAL Sub,ect to Protective Order IATS - 000823 SDNY_GM_02 774928 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261568 EFTA01340196 REGISTERED AGENT REVOKED • This office does not record information regarding the names and addresses of officers, shareholders or directors of nonprofessional corporations except the chief executive officer, if provided, which would be listed above. Professional corporations must include the name(s) and address(es) of the initial officers, directors, and shareholders in the initial certificate of incorporation, however this information is not recorded and only available by viewing the certificate. *Stock Information # of Shares Type of Stock S Value per Share No Information Available *Stock information is applicable to domestic business corporations. Name History Filing Date Name Type Entity Name MAY 07, 1998 Actual MACKLOWE PROPERTIES, INC. A Fictitious name must be used when the Actual name of a foreign entity is unavailable for use in New York State. The entity must use the fictitious name when conducting its activities or business in New York State. NOTE: New York State does not issue organizational identification numbers. Search Results New Search Services/Programs I Privacy Policy I Accessibility Policy I Disclaimer I Return to DOS Homepage I Contact Us CONFIDENTIAL Subject to Protective Order IATS - 000824 SDNY_GM_02774929 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261569 EFTA01340197 ARAUTP22 AIRCRAFT REGISTRATION SYSTEM 10/01/19 ARAUTM30 LIMITED LIABILITY INQUIRY 12:16 Phase Name Effective Date Expire Date Limit/Restrictions : : : HYPERION AIR LLC (VI) 10/19/2012 Authorized Signer 1. MANAGER 2. 3. 4. Accept Date : 09/06/2013 Accepting Examiner : Crystal Kelley Enter-PF1---PF2---PF3---PF4---PF5---PF6---PF7---PF8---PF9---PP10--PF11--PF12--- OPT MAIN PREV CONFIDENTIAL Subject to Protective Order IATS - 000825 SDNY_GM_02774930 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261570 EFTA01340198 LLC STATEMENT IN SUPPORT OF REGISTRATION HYPERION AIR. LLC is a limited liability company of a United States Citizen and is eligible to register aircraft in its name. In this regard, we make the following representations: I. The full name of the Applicant LLC is HYPERION AIR, LLC (the "LLC'). 2. The jurisdiction in which the LLC is lawfully organized is the United States Virgin Islands. 3. The effective date of the LLC is October J,2012. 4. The name of each of the sole Member of the LI.0 and the type of entity of the sole Member (i.e., individual, corporation, partnership, etc.) is: U.S. CITIZENSHIP NAM1 TYPE OF ENTITY VERIFICATION Jeffrey E. Epstein Individual YES X NO_ S. The LLC is managed by a Manager. 6. The managers, members or officers of this LLC may act independently Y&N_ 7. The name of the sole Manager of the LLC and the type of entity of the sole Manager (i.e., individual, corporation, partnership, etc.) Is: Lawrence Visoski U.S. CITIZENSHIP TYPE OF ENTITY VERIFICATION Individual YES X NO_ The undersigned certifies that he understands that an LLC is eligible to register aircraft in its name provided that: (I) at least V3rds of the managers or managing members are "US. Citizens" within the meaning of 49 U.S.C. Section 40102(.)(15)(C) and: (2) at least 75% of the voting interest or units is owned or controlled by persons who are "U.S. citizens" or citizens of one of its possessions; and specifically that AN LLC CANNOT REGISTER AS A NON-CITIZEN CORPORATION. If any member of this LLC is not a United States Citizen as defined in 00102(aXISRC) an explanation appears below to support the certification that this LLC is a "US. Citizen" as required by 49 U.S.C. Section 40102(a)(15)(C). The undersigned hereby also certifies that the information given herein is true and correct and meets all citizenship specification as required by the Federal Aviation Administration. HYPERION AI L By en Viso*, Manager Q D O 0.1 O La CONFIDENTIAL Subject to Protective Order IATS - 000826 SDNY_GM_02774931 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261571 EFTA01340199 YW0HY1)10 All0 VP10HEIN0 6C L, WY £T onu EIOZ 'NO lierlY13.B10321 .1.4V80111V t/V3 HUM 03114 CONFIDENTIAL Subject to Protective Order IATS - 000827 SDNY_GM_02774932 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261572 EFTA01340200 EMILY SMITH Jeffrey Epstein selling creepy helicopter built for cuddling ine invde at Jeffrey EpSielnh hvhcOplet hap.l'AnWNO:ntrcgive,IVII Wealthy convicted pedophile Jeffrey Epstein is selling off his fancy lieticopter. which he allegedly used to shuttle young women and girls to the Elamptons and to hW private jet at Teterboro Airport in New Jersey from his Manhattan party pad. CONFIDENTIAL Subject to Protective Order IATS - 000828 SDNY_GM_02774933 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261573 EFTA01340201 The sex offender is asking about 53 million for his sleek 2008 Sikorsky 5.76 — which. creepily. Is outfitted with two louriserson divans" that face each other rather than individual seats, so passengers can cuddle up and he could fit eight on board. Were told Epstein is selling the chopper at a deep discount because he needs liquid assets to post bail, which his lawyer said could reach as much as $100 million. While a used 2008 Sikorsky 5-76 can command prices of $5 million to $6 million. there's a catch with Epstein's chopper: The tall number bears his Initials. Any buyer would have to contend with the distinctly undesirable vanity number 7221E. a reminder of the copier's potential invoNement In charges of child sex trafficking against its former owner, although it is possible to change a tail number under new ownership. Epstein. 66. has pleaded not guilty to charges of conspiracy and child sex trafficking in the abuse of dozens of underage gists between 2002 and 2005. He pleaded guilty to two charges of soficiting prostitution from a minor in 2008. even though rods had Identified 36 girls as young as 14 who potentially hod been molested. Epstein's fleet of oilman has played a central role in his supposed sex trafficking operation. Between 2002 and 2005, he used a private jet — dubbed the Lolita Express — to shuttle girls between estates in New York. Palm Beach, Fla.. and the Virgin Islands. according to prosecutors. Now his pilots have been hit with federal grand jug, subpoenas after refusing to cooperate with authorities. The fads want to know who was on certain flights. but the pilots lawyered up- and wouldn't answer questions. Epstein's attorney didn't get back to us. MD WWII /EMIT EPSTEIN, SEX OFFINOIRS Jeffrey Epstein llovkilfcCOra Recoatnenled CONFIDENTIAL Subject to Protective Order IATS - 000829 SDNY GM_02774934 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261574 EFTA01340202 World Co t; littps://members.worldcompliancc.comMelaWatch2.aspx?kP=fe5... I of I search term Q 4 Sale Semen o Mut•Pe Search CI Keyword Seorth 4/TilF Haw Suluallsomalate no Record: Fond FOundallOn Risk Coverage PEP List Q. 1.400.000pothCely emosed en in tan 250. fount we leMlones SenOlon WM. RS0t mongering or orl mem swaca one Watch UPI 0.5120 Tmleorge Ott) mien let, (FA eked en. IMorpol. ele) _ - Ofetainle4 Ws Menereg et ever 1,300 Marcie ankoccenced Wale A/Nem Media Sown, Of ow 9500 nets was Cans Monlailem ci nom Mader swellegetone Plates Over SACO photon of Mariduah Technology enemy Ham Mat(nne Antic. CT/Nee, kat Gee. Germenle. emanes*, Konen Resnick Thal Penury 'pipet Idenifins. Oar 2,500000 Wee. ieeralets Wheal. bete el ben, posse& narcora.,nicag Vs) . . . . . . Cr. Menu Moms klieg! I &Mgt I INA I LIMA Reg 626 Profiles lolal Lail 30 Days Arms %nano YOAD 13324 200 Dreg Tralket0 - . . . Entennmani Fran theta SS Is Money Laneoriog PEP . • . honoree ekVasa incleases . - -----. - 30631? 3115 Ve:Q963 MEW '06103 3038 steles erne _1 MIMS 06015 famSlAtTlenT Wiese& m MOM menet )a2LSLOL2LCCI IlroloT-Tertte LesB 1210 _ — 730 171$3 7371 100 10/10/2019. 1:50 PM CONFIDENTIAL Subject to Protective Order IATS - 000830 SDNY_GM_02 774935 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261575 EFTA01340203 World Compliance Imps://members.worldcompliance.com/MetaWalch2.aspx9P4e5... 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NA United Disciplined and fined USD 436n00 1 93 Hyperion LW Slates by U.S. Federal Trade Commission. Enforcement Agreed to pay USD 1,250,000 to 2 93 Hyperion United resolve False Claims Act allegations Enforcement Foundation, Inc Slates • November 16, 2017 United Entrly listed on the FinCEN US MSS 3 93 Hyperion LLC Slates Registrations 4 92 Hyperion fl ied Cayman Entity listed on the IRS FATCA list Registration Partnership Islands 5 92 Hyperio Wangs nLimited Guernsey Entity listed on the IRS FATCA list Registrations Cay 6 87 Hy0erlon Trust Islands Entity fisted on the IRS FATCA 1s1 Registrations 7 86 Hyperka DR fl ed Guernsey Entry listed on tne IRS FATCA 1st Registrations 8 86 Hyperion RE Limited Guernsey Entity listed on the IRS FATCA list Registrations 9 86 Hyperion Cease Canada trade order revoked by British Columbia Securities Enforcement 0 Resources Ltd Commission • March 29. 2016 10 85 Hypited erion Fl Lim Guernsey Entity listed on the IRS FATCA list Registrations Hyperion Virgin 11 85 Minagement Islands. Entity listed on the IRS FATCA list Registrations Company Ltd. British 12 85 Hyperion PE Un ited Guernsey Entity rated on the IRS FATCA Est Registrations 13 85 Hyperion U mited EO Guernsey Entity fisted on the IRS FATCA list Registrations 14 85 Hyperion HD Guernsey Entity listed on the IRS FATCA fist Registrations United 15 85 no n L Virgin Islands, Entity listed on the IRS FATCA Registrations Li Hype nited British Hyperion AssOl 16 84 Management Australia Entity listed on the IRS FATCA list Registrations LITited 17 84 Hyperion ted MLSC Guernsey Entity listed on the IRS FATCA list Registrations IR SA Hyperion PED /a/TISMI Fntilv 6atM nn Ills IRS FATE .A licl RPOICIIAIIANt CONFIDENTIAL Subject to Protective Order IATS - O00835 SDNYGF,1_02 774940 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10 15, and 17 EFTA_00261580 EFTA01340208 84 Hyperion Capital Fund L.P. Cayman 19 istards Entity listed on the IRS FATCA list Registrations 20 84 Hyperion Capital Management Ltd Cayman Islands Entity listed on the IRS FATCA list Registrations 21 84 Hyperion Healing LLC United States California State Registered Marijuana Center. Registrations Fined HUF 149,000 by the 22 82 H0PER/ONKe. Hungary Competition Commission for concerted practices - March 21. Enforcement 0 2017 23 81 Hyperion Acquisition Corp Vietnam Registration revoked for (ailing to file periodic reports - August 22, 2016 Enforcement 24 81 HYPERION SPC Cayman I slands Entity listed on the IRS FATCA ist Registrations 25 81 Hiperion Energy Spain Entity listed on the IRS FATCA list Registrations Hyperon 28 80 Structured Jersey Entity listed on the IRS FATCA 1st Registrations Products PCC 27 80 sk Company Japan Listed as company without registration by the Kanto Local Enforcement st United Finance Bureau - July 26. 2017. CONFIDENTIAL Subject to Protective Order IATS - 000836 SDNY_GM_02774941 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261581 EFTA01340209 WorldComplianctcom > PEP Profile https://niembers.worldcompliance.com/PrintProfilciaspx?id - 85 Id... LexisNexis. F1 urred Anton nee Service Reviewed By randee Wilson Company Dale 0.0ctotar.2019 01:53 PM Comments: Entity Tete Not Available FlISI Name Jeffrey Edward Last Name Epstein Suffix Not Available . . Mases Not Available Nicknames Not Available Gender Male Category PEP Sub Category Associate Level National Data Source US.United States Attorney - Southern District of Now York Designate,' Not Available Dme(s) of Both Place of Ann Penury Country January 20.1953 Now York, United States United States Poston Friend of Donald John Trump, Sr., President of the United States. Deceased August 10. 2019. Nabral lD Not Available Other ID 76318.054:W35755 Passpo.l a Not Available Last Updated 17.September-2019 Entity ID i 5708628 J. •ftr • . Additional Information According to the U.S. Federal Bureau of Prisons; (as of August 13, 2019): Name: Jeffrey Edward Epstein Register Number: 76318-054 Age: 66 Soy Male Deceased: 0811012019 According to dw.com; August 23, 2019: On August 23, 2019, French prosecutors have opened an Investigation against Jeffrey Epstein Into suspected cases of rape of minors and other charges. The potential charges include rape and sexual assault against minors as well as an investigation into whether Epstein and associates participated in a child sex trafficking ring. According to the United States Attorney - Southern District of Now York and U.S. Department of Justice; August 10, 2019: Jeffrey Epstein who faced charges of engaging in the sex trafficking of minors, had been found unresponsive in his cell and was pronounced dead shortly thereafter of an apparent suicide. According to boston2Snews.com: July 8.2019: On July 8. 2019. Jeffrey E. Epstein pleaded not guilty to Or 4 10/1012019, 1:53 PM CONFIDENTIAL Subject to Protective Order IATS - 000837 SONYGM_02 774942 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261582 EFTA01340210 WorldCompliance.com > PEP Profile lotps://members.worldcompliance.eom/PrimProfile.aspeid-15 d,.. the sex-trafficking conspiracy charges. Jeffrey Epstein is accused of running a sex trafficking ring, According to the United States Attorney • Southern District of New York; July 8, 2019: On July 6. 2019 Jeffrey Epstein was arrested and charged with sex trafficking of minors and conspiracy to commit sex trafficking of minors. between 2002 through 2005. Epstein sexually exploited and abused dozens of underage girls by enticing them to engage in sex acts with him in exchange for money. Epstein allegedly worked with several employees and associates to ensure that ho had a steady supply of minor victims to abuse, and paid several of those victims themselves to recruit other underage girls to engage in similar sex acts for money. According to nbcnows.com; July 07, 2019: On July 06. 2019, Billionaire convicted sex offender Jeffrey Epstein was arrested In connection with federal sex trafficking allegations. The arrest stems from incidents spanning from 2002 to 2005. According to miamiheraid.com; November 28, 2018: Jeffrey Epstein was accused of assembling a large, cult-like network of underage girls —with the help of young female recruiters to force thorn into having sox acts In his mansion. According to the FBI and court records, he was also suspected of trafficking minor girls, often from overseas, for sex parties at his other homes in Manhattan, Now Mexico and the Caribbean. Facing a 53-page federal indictment and agreed to plead guilty to two felony prostitution charges in state court. and in exchange, he and his accomplices received Immunity r from federal sex-trafficking charges. Reported Addr •. ... . I • 150 Park Row New York r New York United States 10007 • Address Cdy State/PrO*We ,C.Ounlry Postal code — Individual tteure•• Not Available . . Relationships 'Family,_ No reresonsNostmallable Associated Individuals I Epetein.JettneyEdvordPEO Ca 0 ▪ Clinton, vademJettereoerdeedPEP ej rL TruntoldoesIdJohnrdendPEP CI 0 ▪ Mountpatton.iferodsor.endrowAlbertChristlanEdvearemend PEP a 0 Bngtel.Jean.latFriendAd ***** Media O Related Companies And Organizations No rash:rashesavailable • . . Source Links) 2 of 4 10/10/2019, 1:53 PM CONFIDENTIAL Subject to Protective Order RTS - 000838 SDNY_GM_02774943 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261583 EFTA01340211 WorldCompliance.com > PEP Profile https://members.worldcornplianoe.com/PrintProfile.aspx?id=85 d... • . 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Documents Unknown Legal Notice The Information contained in this profile is derived from public sources such as government and Industry global watch lists and published news articles. Les/shoals/ills not the source of the data and is not responsible for the content of third party sources. LexieNexiste does not determine any positive or negative risks associated vntn the profiled entity. These decisions are solely determined by our chants as mandated by with then applicable regulatory obligations. 1 of 4 10/10/2019, 1:53 PM CONFIDENTIAL Subject to Protective Order IATS - 000840 SDNY_GM_02774945 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261585 EFTA01340213 World Compliance https:Mnembeis.worldeomplianec.com/MciaWincli2.aspx?kP--fe5... 0 Menu amt I Mama I Account I Litle I LAMA Rae et Search Term : " Sanyo Soave, I C )it Ole/Vaned Surd, 'AWNING( VISOSI(1(5) ▪ Ault) Cargarsa < Estorcesnant (2) < Mnenmenne(i) MI ;PM IM Sanas • COMMIS ion CONFIDENTIAL LAWRENCE VISCISIO LIMB filikaAIIMLOMIet M I Names I COuntty 64 taismente AVOWS'; sum" 2 SI Thelatmenc6CayS • 53 ljannesi Trull 4 a3 tanarrce TNN • $3 Int Lament* TNN LAMS Sala Gun', Mammy Ce Wand▪ s 6 02 LAWIMIC. TIMM IMMO I Is Slates Submit I Position I Class I ID I PIC I AKA I Rd Mistriamcn State PagoMmo Manua* Returaine. Olfilealaa• Cease sal dant Order Woad la valiance o' gsp 3m hut. 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Itaaill.Cletsallatt I Pslatilalta Entaernea O 10110/2019, 1:54 PM Subject to Protective Order IATS - 000841 SDNY_GM_02774946 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261586 EFTA01340214 Billing Info CONFIDENTIAL Subject to Protective Order IATS - 000842 SDNY_GM_02774947 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261587 EFTA01340215 ESCROW BILLING INFORMATION Air{ C\scriptions:AMO2:1Z: ,47.aterts_diee-oi at.,_ S' 76c So 760 yro \\(\kY14/ Buyer:adar-c• /O.2 9, LI C U Seller: 7?1-a<v )i 2U/ /o/rs Bill: Prepay: Bill: Escrow Fee: Escrow Fee: IR Fee: Soo-41& Ck123(b-i Title Search: Exchange Fee: Total: IR Fee: Prepay: Title Search: Exchange Fee: Total: Date: By: Mail U Fax U 6 20 2-0 CONFIDENTIAL Subject to Protective Order IATS - 000843 SDNY_GM_02774948 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261588 EFTA01340216 Insured Aircraft Title Service LLC P.O. Box 19527 Oklahoma City, OK 73144 BILL TO Helicopter 1029, LLC 767 Fifth Ave. New York, NY 10153 USA Invoice DATE INVOICE X 1/3/2020 N722.1E-03 ACCOUNT # TERMS DUE DATE REP Due Upon Receipt 1/32020 ROBE DESCRIPTION O1Y RATE AMOUNT 3 FAA Searches 3 IR Searches Escrow Cancellation Fee N7221E KEYSTONE HELICOPTER S76C SN 760750 5A111/ 111 / 1 i )1 3 3 75.00 45.00 140.00 225.00 135.00 140.00 INTERNATIONAL/DOMESTIC WIRE TRANSFER INSTRUCTIONS ONLY CREDIT: INSURED AIRCRAFT TITLE SERVICE LLC 21 EAST MAIN SUITE IC4L OKLAHOMA CITY. OK 73104 Tota l $500.00 Balance Due $500.00 BANK OF AMERICA SWIFT CO 314 ROUTING ACCOUNT NUMBER: (NOT VALID FOR ACH PAYMENTS) PLEASE REFERENCE INVOICE NUMBER LISTED ABOVE CONFIDENTIAL "ALL PAYMENTS MUST BE REMITTTED IN SU.S. FUNDS" Subject to Protective Order IATS - 000844 SDNYGN1_02 774949 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_ 0261589 EFTA01340217 Rir 1 -ii (tam* mie- 41444 - OCAlt` Z A. J 5 Ca CONFIDENTIAL Subject to Protective Order IATS 000845 SDNY_GM_02774950 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261590 EFTA01340218 F 4 CONFIDENTIAL Subject to Protective Order IATS - 000846 SDNY_GM_02774951 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261591 EFTA01340219 cli‘k\C-) k.A0 aue4.01- 10,70 CONFIDENTIAL Subject to Protective Order IATS - 000847 SDNY_GM_02774952 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261592 EFTA01340220 N -_kaa.:5E__ Title Search: S1}-1.(*-t> Time: C1:014/0 Over 550HP Make kik t'92 Wa,Vitepte c Seal #'s Model ^-4- LI t Deposit $ \SO POO S/N __ __\ a Purch. Price $ ;, SIDOICOO Engine Make_ TIV{ CX ‘PAQ.-e-C._. - ;crow Fee $ Split Model Amt.\ a Pd by Buyer $ S/N -A226 -1Ce- Paid By Se11erS S/N ‘4aaistece t IR Fee $ S/N TI Company /$ S/N Exchange Co. Prop Make: Model S/N S/N r BACK TO BACK (circle or highlight) IR WAIVER (circle or higlmghls) EXP. DATE: t\aoz. , Over SS0 HP Seals #'s Trade-In Eng. Make Prop Make Make Model Model I Model S/N S/N S/N S/N S/N L hAcerb0iS Contact Contact MeicIns QA41e..4_ Phone: Phon Fax: Fax: Email: Emai Cell: Cell: Broker: %‘ Broker: Contact Ve_OCCoe-- 42/211thek Contact Phone: Phone: Fax: Fax: Email: _ Email: Cell: Cell: Buyer: EA hc.X.Sittrrn. e-tcotp J Lender: Lender: Contact Contact Phone: Phone: Fax: Fax: Email: Cell: Attorney: .mey: Contact ct Phone: Fax: Fax: Email: Email: Cell: Cell: CONFIDENTIAL Subject to Protective Order lATS - 000848 SDNY_GM_02 774953 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261593 EFTA01340221 Table of Content 1. Wires In/Out 2. FAA/IR Searches 3. Disbursement Instructions & Authorization 4. Contracts & Legal 5. FAA Docs & Filing 6. IR Forms & Filings 7. Closing Packet 8. AML 9. Billing Info CONFIDENTIAL Subject to Protective Order IATS - 000849 SDNY_GM_02774954 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261594 EFTA01340222 Subject: Re: 760750 From: "Kim Thompson" ■ Sent: 9/28/2020 4:37:58 PM To: "George Reenstra" • Thanks George. We will let you know if funds are received. Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP w Insured Aircraft Title Service, LLC. 21 Ea.-t Main Street, Suite I00, Oklahoma City, OK 73104 Phone 405-681-6663/Fax: 405-684-5007 www.t tsuredaireraft.cont 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. Original Message From: "George Reenst " To: "Kim Thompson" Sent: 9/28/2020 4:32:24 PM Subject: 760750 Not sure I attached this for you from Marty George Reenstra www.helicopterresales.com CONFIDENTIAL Subject to Protective Order lATS - 000850 SDNY_GM_02774955 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261595 EFTA01340223 912812020 FAA Registry • Akerall N-Number trieuuY Serial Number 760750 Manufacturer Name KEYSTONE HELICOPTER Model Type Aircraft Pending Number Change Date Change Authorized MFR Year Type Registration Name Street City County Country S-76C Rotorcraft None None 2008 LLC FAA REGISTRY N-Number Inquiry Results N722JE is Assigned Aircraft Description Status Valid Certificate Issue Date Expiration Date 07/31/2022 Type Engine Turbo-shaft Dealer No 07/17/2019 Mode S Code (base 8 52325707 / oct) Mode S Code (base 16 / hex) Fractional Owner NO Registered Owner HYPERION AIR LW 6100 RED HOOK QUARTER B3 ST THOMAS VIRGIN ISLANDS Engine Manufacturer TURBOMECA Engine Model ARRIEL 2S2 A/W Date 12/08/2008 A9ABC7 State Zip Code Airworthiness Classification Category Exception Code Standard Transport No FOREIGN 00802 The information contained in this record should be the most current Airworthiness information available in the historical aircraft record. However, this data alone does not provide the basis for a determination regarding the airworthiness of an aircraft or the current aircraft configuration. For specific information, you may request a copy of the aircraft record at hlip://aircrail faa govte gov/ND/ CONFIDENTIAL Other Owner Names None Temporary Certificates None Fuel Modifications None I/1 Subject to Protective Order IATS - 000851 SDNY_GM_02774956 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261596 EFTA01340224 Subject: (Disarmed) Re: {Disarmed) Re: N722JE From: "George Reenstra" Sent: 9/25/2020 12:26:31 PM To: "Darren Indyke" CC: "Richard Kahn" Kim That is correct George Reenstra Helicopterresales.com This message was dictated please forgive any typo On Sep 25, 2020, at 1:14 PM, Darren Indyke wrote: I am an authorized representative of the Seller, Hyperion Air, LLC. Thank you. DARREN K. INDYKE 5300 W. Atlantic Avenue, Suite 602 Delray Beach, Florida 33484 The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawfulif you have received This communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke - 2019 Darren K. Indyke — All rights reserved. On Sep 25, 2020, at 1:08 PM, Kim Thompson wrote: CONFIDENTIAL Subject to Protective Order IATS - 000852 SDNY_GM_02774957 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261597 EFTA01340225 Darren, Who are you representing in this transaction? Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP <IATS small logo 2.png> 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681.6663/Fax: 405-684-5007 HailScanner has detected a possible fraud attempt from "namacafelinksprotectiottoutlook.com" claiming to bel .Mail Scanner has detected a aossible fraud alien"! from "zone clamour to be www.insuredaircraltcont 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. Original Message From: "Darren Ind ke" To: Cc: "Darren Indyke" George Sent: 9/25/2020 11:54:01 AM Subject: {Disarmed} Re: N7221E eenstra Richard Ka n Thank you for the information. Please let me know if and when the funds arrive. Please change my email address to Thank you. DARREN K. INDYKE 5300 W. Atlantic Avenue, Suite 602 Delray Beach, Florida 33484 The information contained in this communication is confidential. may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. CONFIDENTIAL Subject to Protective Order IATS - 000853 SDNY_GM_02774958 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261598 EFTA01340226 Copyright of Darren K. Indyke O2019 Darren K. Indyke - All rights reserved. On Sep 25, 2020, at 12:24 PM, Kim Thompson wrote: Darren, We have not received a deposit into escrow for this aircraft. Kim Thompson, Escrow Agent and Assistant to Joan E Robens - VP <IATS small logo 2.png> 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681-6663/Fax: 405-684-5007 PlailScanner has detected a possible fraud attempt from "n mit va links. rote ' m" I 'min Mail Scanner has detected a possible fraud attempt from "xmoso:"elaindne to be WWW.M514redaircratt cone 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. CONFIDENTIAL Subject to Protective Order IATS - 000854 SDNY_GM_02 774959 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 011261599 EFTA01340227 Subject: (Disarmed} Re: (Disarmed} Re: N7221E From: "Darren Indyke" Sent: To: CC: 9/25/2020 12:13:47 PM ; "George Reenstra" I am an authorized representative of the Seller, Hyperion Air, LLC. Thank you. DARREN K. INDYKE 5300 W. Atlantic Avenue, Suite 602 nntrnvR ch Florida sum The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error. please notify us immediately by return e-mail, and destroy this communication and all copies thereof. including all attachments. Copyright of Darren K. Indyke -O 2019 Darren K. Indyke - All rights reserved. On Sep 25, 2020, at 1:08 PM, Kim Thompson wrote: Darren, Who are you representing in this transaction? Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP <IATS small logo 2.png> 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Fhnnr• 4t1c6ft I -6661/Fax• 40S-6R4-5007 hfailScanner has detected a possible fraud attempt front "x-msg:" claimine to be www.incuredaircrecont CONFIDENTIAL Subject to Protective Order IATS - 000855 SDNY_GM_02774960 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261600 EFTA01340228 Subject: Re: (Disarmed) R • NMJE From: "Kim Thompson" Sent: 9/25/2020 12:08:49 PM To: "Darren Indyke" CC: "Darren Indyke" "Richard Kahn" ; "George Reenstra" Darren, Who are you representing in this transaction? Kim Thompson, Escrow Agent and Assistant to Joan E Roberts - VP in Insured Aircraft Title Service, LLC. 21 Ea t Main Street, Suite 100, Oklahoma City, OK 73104 Phone 405-681-6663/Fax: 405-684-5007 antsinswohdrardicon 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. Original Messag From: "Darren Ind ke" To: Cc: "Darren Indyke" ; "George Reenstra' Sent 9/25/2020 11:54:01 AM Subject: {Disarmed} Re: N722JE "Richard Kahn" Thank you for the information. Please let me know if and when the funds arrive. Please change my email address to Thank you. DARREN K. INDYKE 5300 W. Atlantic Avenue, Suite 602 Delray Beach, Florida 33484 CONFIDENTIAL Subject to Protective Order IATS - 000856 SDNY_GM_02774961 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261601 EFTA01340229 The information contained in this communication is confidential. may be attorney-client privileged, and is intended only for the use of the addressee. It is the property of Darren K. Indyke. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke -02019 Darren K. Indyke - All rights reserved. On Sep 25, 2020, at 12:24 PM, Kim Thompson wrote: Darren, We have not received a deposit into escrow for this aircraft. Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP <IATS small logo 2.png> 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681-6663/Fax: 405-684-5007 MaitScanner has detected a possible fraud attempt from "x-rnse:" claimine to be www.insuredairerefl.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. CONFIDENTIAL Subject to Protective Order PATS - 000857 SDNY_GM_02774962 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261602 EFTA01340230 Subject: {Disarmed} Re: N7221E From: "Darren Indyke" Sent: 9/25/2020 11:54:01 AM To: CC: "Darren Indyke" "Richard Kahn" >; "George Reenstra" Thank you for the information. Please let me know if and when the funds arrive. Please change my email address to Thank you. DARREN K. INDYKE 5300 W. Atlantic Avenue, Suite 602 Delray Beach. Florida 33484 The information contained in this communication is confidential, may be attorney-client privileged, and is intended only for the use of the addressee. his the property of Darren K. Indyke. Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail, and destroy this communication and all copies thereof, including all attachments. Copyright of Darren K. Indyke -O2019 Darren K. Indyke — All rights reserved. On Sep 25, 2020, at 12:24 PM, Kim Thompson wrote: Darren, We have not received a deposit into escrow for this aircraft. Kim Thompson, Escrow Agent and Assistant to Joan E Roberts - VP <IATS small logo 2.png> 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone; 405-68I-6663/Fax: 405.684-5007 Alai/Scanner has detected a possible fraud allemnfrom "nue:" claimine fo be www.insuredaireraftewn CONFIDENTIAL Subject to Protective Order IATS - 000858 SDNY GM_02774963 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261603 EFTA01340231 Please be aware. Online bank fraud is on the rise and it is important that you be cautious before wiring funds. II 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. CONFIDENTIAL Subject to Protective Order IATS - 000859 SDNY_GM_02774964 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026/604 EFTA01340232 Subject: Re: 760750 From: "Kim Thompson' Sent: 7/27/2020 10:12:01 AM To: "George Reenstra" George, I will let you know if the funds are received. Kim Thompson, Escrow Agent and Assistant to Joan K Roberts - VP rn Er Insured Aircraft Title Service, LLC. 21 Eas Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681-6663/Fax: 405-684-5007 wwnanSliredaircratcom 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. Original Message From: "George Reenstra" To: "Joan Roberts" Cc: "Kim Thompso Sent: 7/27/2020 9:27:16 AM Subject 760750 Marty Black. Of Black air in the Uk tells me he via B of A. He is sending appro 3.1 m To your escrow account. Frankly I'm not totally convinced. I'll keep you updated Geor e Reenstra CONFIDENTIAL Subject to Protective Order IATS - 000860 SDNY_GM_02774965 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261605 EFTA01340233 Subject: (Disarmed) Re: N722JE From: "George Reenstra" Sent: 4/8/2020 11:09:04 AM To: "Kim Thompson" So buyer says but claims funds in UK hard to move I guess we wait and see George Reenstra Helicopterresales.com This message was dictated please forgive any typo On Apr 8, 2020, at 12:00 PM, Kim Thompson wrote: George, We have not received a deposit into escrow for this aircraft. Is Blackair 777 Group still going to purchase this one? Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP <IATS small logo 2.png> 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone: 405-681-6663/Fax: 405-684-5007 MailScanner has detected a possible fraud attempt from "nand 1.safelinks.aratection.outlook.com" claiminz to MailScanner has detected a possible fraud attempt from "naml 1.sa felinks.protection.outlook.com" claiming to be www.insuredaircrall.cont 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. CONFIDENTIAL Subject to Protective Order IATS - 000861 SDNY_GM_02774966 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261606 EFTA01340234 Subject: N7221E From: "Kim Thompson" ■ Sent: 4/8/2020 11:00:14 AM To: George, We have not received a deposit into escrow for this aircraft. Is Blackair 777 Group still going to purchase this one? Kim Thompson, Escrow Agent and Assistant to Joan F. Roberts - VP Insured Aircraft Title Service, LLC. 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone 405.681-6663/Fax: 405.684-5007 www.insuredaircralt.corn 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. CONFIDENTIAL Subject to Protective Order IATS - 000862 SDNY_GM_02 774967 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261607 EFTA01340235 4.11/7:170 Subject: N722JE From: "Aundrea Jones" Sent: 4/8/2020 9:27:40 AM To: Good Morning, Just going through our file and wondering if this transaction is moving forward. Please advise. Aundrea Jones Escrow Assistant to Joan F. Roberts-Vice President 21 E. Main Street, Ste. 100 Oklahoma City, OK 73104 800.654.4882 Toll Free 405-681-6663 Local 405-684-5074 Fax WWW.invireacrirCraft.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 vriring instructions. Your escrow officer can be reached at (405)681-6663. BE VERY CAREFUL IN WIRING FUNDS. Ill CONFIDENTIAL Subject to Protective Order IATS - 000863 SDNY_GM_02774968 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261608 EFTA01340236 312f2020 Subject: FAA Title Search for N722JE From: "Rhiannon Routh" Sent: 3/2/2020 12:50:53 PM To: Attachments: N722JE TS.pdf Hello, Please see attached the FAA title search on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. Thank you, Rhiannon Routh Escrow Support for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 Phone: 405-681-6663 Fax: 405-682-0818 yomSLQQ0a 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 offKer before wiring funds to verify the accuracy of the wiring instructions. Your escrow officer can be reached at (405)681-6663. BE VERY CAREFULJN WIRING FUNDS 1/1 CONFIDENTIAL Subject to Protective Order IATS - 000864 SDNY_GM_02774969 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261609 EFTA01340237 3OO020 Subject: From: Sent: To: Attachments: Hello, FAA Title Search for N722JE "Rhiannon Routh'• 3/2/2020 12:50:30 PM N722JE TS.pdf Please see attached the FAA title search on the above referenced aircraft. Please let me know if our office can be of further assistance or if you have any questions. 'thank you, Rhiannon Routh Escrow Support for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 Phone: 405-681-6663 Fax. 409-682-0818 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. LtE VERY CAREFUL IN WIRING FUNDS 1/1 CONFIDENTIAL Subject to Protective Order IATS - 000865 SDNY_GM_02774970 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261610 EFTA01340238 3/2/2020 Subject: Re: S-76C++ 760750 From: "Megan Newberry" Sent: 3/2/2020 7:00:41 AM Co: "AIR777" CC: "george Reenstra" ok we will advise upon receipt and we will get this set up for you. Thank You Megan Newberry Escrow Agent/Assistant to Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 Phone. 405-681-6663 Fax: 405-688-3704 swiw.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. Original Message From: "AIR777" To: Cc: "george Reenstra Sent: 3/2/2020 4:51:5 Subject: S-76C+ + 760750 Hi Megan, I will be transferring $150,000.00 this week to secure S-76C++ serial number 760750 to your B of A account in London 1/2 CONFIDENTIAL Subject to Protective Order IATS - 000866 SDNY_GM_02774971 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261611 EFTA01340239 3/2/2020 FM Registry - Airwarl • N•Number Inquiry FAA REGISTRY N-Number Inquiry Results N722JE is Assigned Aircraft Description Serial Number 760750 Status Manufacturer Name KEYSTONE HELICOPTER Model Type Aircraft Pending Number Change Date Change Authorized S-76C Rotorcraft None None MFR Year 2008 Type Registration LLC Name Street City County Country Certificate Issue Date Expiration Date 07/31/2022 Type Engine Turbo-shaft Valid 07/17/2019 Dealer No Mode S Code (base 8 52325707 / oct) Mode S Code (base 16 / hex) Fractional Owner NO Registered Owner HYPERION AIR LLC 6100 RED HOOK QUARTER B3 ST THOMAS VIRGIN ISLANDS Engine Manufacturer TURBOMECA Engine Model ARRIEL 2S2 A/W Date 12/08/2008 A9ABC7 State Zip Code Airworthiness Classification Category Exception Code Standard Transport No FOREIGN 00802 The information contained in this record should be the most current Airworthiness information available in the historical aircraft record. However, this data alone does not provide the basis for a determination regarding the airworthiness of an aircraft or the current aircraft configuration. For specific information, you may request a copy of the aircraft record at litip://aircraft.faa gpv/e gov/ND/ CONFIDENTIAL Other Owner Names None Temporary Certificates None Fuel Modifications None Sub,ect to Protective Order IATS - 000867 SDNY_GM_02 774972 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261612 EFTA01340240 Wires In/Out CONFIDENTIAL Subject to Protective Order IATS - 000868 SDNY_GM_02774973 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_0026 16 13 EFTA01340241 Subject: From: Sent: Fw: 760750 (N722JE) "Kim Thompson" 9/28/2020 4:39:08 PM To: Attachments: S76+ +1.pdf George said we are getting USD. However, attached appears to be GBP. Can you look to see if these funds have been received. Kim Thompson, Escrow Agent nd Assistant to Joan F. Roberts - VP no I Insured Aircraft Title Service, LLC. MIT 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone 405-68I-6663/Fax: 405-684-5007 ffivwfirsttralaircraltcom 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. Forwarded Message From: "George Reenstra" To: "Kim Thompson" Sent: 9/28/2020 4:32: Subject: 760750 Not sure I attached this for you from Marty George Reenstra www.helicopterresales.com CONFIDENTIAL Subject to Protective Order IATS - 000869 SDNY GM_02774974 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261614 EFTA01340242 Aircraft Description: Date Beneficiary Debit Credit Balance CONFIDENTIAL Subject to Protective Order IATS - 000870 SDNY_GM_02774975 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261615 EFTA01340243 Subject: Re: Fw: 760750 (N7221E) From: "Cyra Miller" Sent: 9/28/2020 4:42:22 PM To: "Kim Thompson" It appears to be GBP. It is being sent to our GBP account, not our USD London account. Cyra Miller Staff Accountant Insured Aircraft Title Service LLC Phone (405) 681-6663 Fax (405) 684-5070 www.insu edai c an.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 Original Message From: "Kim Thom son" To: Sent: . •. • Subject: Fw: 760750 (N722JE) i George said we are getting USD. However, attached appears to be GBP. Can you look to see if these funds have been received. Kim Thompson, Escrow Agent and Assistant to Joan E Roberts - VP lJ Insured Aircraft Title Service, LLC. an 21 East Main Street, Suite 100, Oklahoma City, OK 73104 Phone 405-681-6663/Fax: 405-684-5007 www.rnsuredarreraltcont CONFIDENTIAL Subject to Protective Order lATS - 000871 SDNY_GM_02774976 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261616 EFTA01340244 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. Forwarded Message From: "George Reenstra" To: "Kim Thompson" Sent: 9/28/2020 4:32:24 PM Subject: 760750 Not sure I attached this for you from Marty George Reenstra www.helicopterresales.com CONFIDENTIAL Subject to Protective Order IATS - 000872 SDNY_GM_02774977 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002616 17 EFTA01340245 9/28/2020 Subject: Re: S76+ +1.pdf From: "Kim Thompson" Sent: 9/28/2020 10:44:37 AM To: "George Reenstra" George, Is he sending GBP or USD into escrow? Kim Thompson, Escrow Agent and Assistant to Joan P. Roberts - VP IM Insured Aircraft Title Service, LLC. 21 East Main Street, Suitc 100, Oklahoma City, OK 73104 Phone 405-681-6663/Fax: 405.684-50Q7 wwwansuredarrergftcont "Rhiannon Routh" 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. Original Message From: "George Reenstra" To: "Kim Thompson" Sent: 9/28/2020 9:59: Subject: S76+ +1.pdf This is a supposed deposit on 760750. Via BA New one to me can you see from your BA contact 111 CONFIDENTIAL Subject to Protective Order IATS - 000873 SDNY_GM_02774978 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_002616 I 8 EFTA01340246 BLACK MARTY Bank transfer 0 neut./4u 30.0248 O gams/ Goyim International Bank Transfer Type Bans tranwpr From accooM Instruchng party SWIFT USO BUCK MARTY BLACK MARTY BownowyttISUREO AIRCRAFT TITLE SERVICES Country UNITED IONODOM *AN BIC Amount USD 93.090.00 Fees GOP 19.95 Charges SHA trialrudon oalo 24/09/2020 Debit a* 3009/2020 ExectAcn date 30/09/2020 DOM Wawa 0999 02/10/2020 Desalplan 576 L. flint 14 Share a comment Pinto Social v ©Finoc0BankUK - Latest Tweets op..9 prim: Ifftee100 -1.20% IMAX 0.94% /CAC -1.13% IlEstoxx50 -1.15% 8013PUS01.27041 /EURO.. a Asia Closing orlon: i/HangSong .1.79% OChInaA.50 -1.45% IFLseSingspoce 0.89% /Nikkei -1.11% HOSP... IA US Closing Meer *00W -1.92%1NASOA0 4.16% IFIse100 1.20%1/0BPUSO 12719 IEUROBP 0.9149 ... gi Closing pekes: /MOO 1.20% HOAX 0.33, *CAC 0.62% SEstosx60 0.42% POSPUSO1.27411 NEURGBP a US Opening Own: *00W 0.41% //NASDAQ 4.11% 9Ftse I00 2.03% *OBPUSO 1.2741 IEUFt0I3P 09172... All the tweets on Fineco Tomo MS tordltl.m. twnwanonw Unsay PoIncy Cverploy Mite CONFIDENTIAL . tout an hour ago about 3 hours ago about 13 hours ago . about 18 hours ago about 20 hours ago FOLLOW US ON utrin Subject to Protective Order IATS - 000874 SDNY_GM_02774979 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261619 EFTA01340247 Account 30 02.40 BLACK MARTY Bank transfer eengas Q sawa, - contrei International Bank Transfer Typa Rank kanaat SWIFT From account S USO MACS MARTY Inelrucling party BLACK MARTY 00/1011,2•GIMSURED PJRCRAFT TITLE SERVICES Country UNITED KIROOOM ICON wc ~nl USD 53,000.00 Fen GOP 1945 Charges SMA Instrudlon data 200912020 Oebl dato 29/0972020 Ent:005n data marron Debil veur date 0111012020 Dasorl~ 576 L &Int B Shane a comrnan1 Flneco Social ••• OFICRCOBankUR Lateal Twents Opening priem: Wise100 .120% ODAX -OM% OCAC .1.13% 4Estoa250 -1.15% 4061PUSO 12/04 OEURO.. 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All ti» tm., on FIneco Base am ~moor , /nmpaniaG, • ~urn, ma" Conway 4.taa• CONFIDENTIAL . aa:oul an boor ag0 Raoul 'beun ago Soul 12 heters ago .09001113 houri •410 3200120 hoWS aga FOU-OW US ON la E L1 Subject to Protective Order IATS - 000875 SDNY_GM_02774980 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA ())261620 EFTA01340248 Acculni 02-4B BLACK MARTY Bank transfer O Errs ds OSumery Coto International Bank Transfer Twe Bank transfer SWIFT From aman BLACK MARTY Inslaming party SLACK MARTY BenSanry*ISURED AIRCRAFT TITLE SERVICES Casty UNITED 101100061 IRAN ac Amount USO 0,000.00 Fees COP 19.9S Charges SIU Instruclion elate 24100-2020 DOA date 26/014020 Execulica dato 16/0912020 DNA value dal* 30/01/2020 Oesaipxo ST6 PLN C9 Mum • manntant Flamo Social ••• WInecolitankUK - Latest Tacyta Bi owing Mom IFtst100 .1 20% MAX -0)4% KAC 4 .13% REstositl0 4.15%11GSPUSO 1.MS /EURO.. gi Asia Closing prices: 0/HangSang 4.n% lielenaASO 4.45% ItFttoSIngiaporis 0.09% IlNikkal .1.11%11013P... ©US Closing prams: 600W 4.92% •RASOACt 4.11% liFtse100 1.20% KMPUSO 12719 SEURO8P 0.910... Closing prices: tse100120% MDXX 0.31% /CAC 0.62% SEMoinil0 Olt% POSPUSO 1.2741 KUROM... ri US Opening Priers: MOW OAZ% MASOM/ -0.11% 1lFtse100 2.03% KEIPUSI3 12741 /MURGI:1P 01172 ... MI Ma tweets on Fleece urns ant coMItleas ersporency ka" , ' CONFIDENTIAL esessor *Mb . about an Murog* about 0 bouts ago about 11 hours ago .about 11117ours ago about 20 hours ago FOLLOW US ON ©Ii 51 Subject to Protective Order IATS - 000876 SDNY_GM_02774981 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261621 EFTA01340249 02411 En ACK WAR, Bank transfer O nY dna Sirrow, Cm, International Bank Transfer Type Kara longer From accaml SWIFT • USD SLACK MARTY In:grueling party CLACK MARTY IlenentsarMNSUREO AIRCRAFT TITLE SERVICES Country IRAN BIC Amount USD Foes GBP Charges Insinwion date DMA dale Eiecuhon dale Ocint value dale Dew ivtion L. punt (1 Share a comment Fineco Social v UNITED KINGDOM 63,000.00 19.95 SHA 26/09/2020 28/09/2020 211/09/2020 30/09/2020 576 ©FineeoBankUK - Latest Tweets III 01, 0 009 price: eFtseio0 -1.20% IDOLS 4.94% tCAC -1.13% NEStos.c60 -1.16% 1O8PUSO 1.2706 %EURO la Asia Closing Weer SHangSeng -1.79% liChinaA60 .1.45% %Fly/Singapore tin% %Nikkei 4.11%itOBP. US Closing price: %DOW -1.92% INASDA0 4.16%#F1,.100 1.20%1100PUSO 1.2719 IIEUROBR 01110 Closing prices: 61,.100 1.20% HOAX 0.39% %CAC 0.82% %Estonia 0.62% KIBPUSD 1.2741 SEUROBP Ea US Opeolng prices: NOOW OAP% INASDA0 4.11% iFts•100 2.03% 80SFRISD 1.2141 IIEURGEW 0.9172. All the Tweets on Finoco tires and ea, Aeons T. anwailacv C.c.*/ m.acy CM.'"burn CONFIDENTIAL about an hour ago about 3 hours ago about 13 hours ago about 10 hours ago abOul 20 hours ago FOLLOW US ON OEM Subject to Protective Order IATS - 000877 SDNYGN1_02 774982 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261622 EFTA01340250 Moour BLACK MARTY x002-48 Bank transfer 0 Email. 08towao C<nin, International Bank Transfer Type Dahl !Miler From aCCount Inslrucling party SWIFT • USD BLACK MARTY BLACK MARTY DenelioaryINSURED AIRCRAFT TITLE SERVICES UNITED KINGDOM An Fees GBP Charges Intimation data . . Datil dab . .„ EximillkodMa ..... DOI Ws (lie 0alatike 578 & &kg I/ Share a comma. FIneco Social 63,000.00 19.95 SI4A 24/0912020 2S/0912020 25,09/3020 2S/00/2020 CcinecoBankUK • Latest Wants gl 000,400 Prices: 01%41001301: /DA% .0(.4% /CAC 4.13% 'Rama° -1.15% POOPUSD 12706 *EURO.. © Asia Closing pikes: kliangSeng -1.79% SChinaASO -1.45% OFtseSingapora 0.09% /Nikkei -1.11% POOP... al US Closing prices: MOW .1.92% 'NASDAQ -116% OF 1;0100 120% OCIBPUSO 1.2719 ITEUROBP 0.9119... ClasIng prices: it Fts•100 120% RDA% 0.39% PCAC 0.63% slEsloax60 0.112%110BPUSO127411EURCIBP al US Opening prices: rOOW0A1%1MASDA13 -0.11% IFIse100 2.0)% 170BPUSD 1.2741 REUROBP Ott 72 ... All the tams on nneco dud tom ikra trinsPare 'WY 0...te Pd.." Ca"PloY 00.1. CONFIDENTIAL air . about an hour ago aboul 3 hours ago about 13 hours ago . about 18 hours ago about 20 hours ago FOLLOW US ON DIM Subject to Protective Order IATS - 000878 SDNY_GM_02 774983 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261623 EFTA01340251 9/28.2020 Subject: Fw: S76+ +1.pdf From: "Kim Thompson" Sent: 9/28/2020 10:43:44 AM To: "Rhiannon Routh" Attachments: S76+ +1.pdf; ATT00001.txt Kim Thompson, Escrow Agent and Assistant to Joan F. Robcrts - VP Insured Aircraft Title Service, LLC. 21 Ea t Main Street, Suite 100, Oklahoma City, OK 73104 Phonc: 405.681.6663/Fax: 405-684-5007 Ya.lisCeld 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. Forwarded Message From: "George Reenstra" To: "Kim Thompson" Sent: 9/28/2020 9:59: Subject: 576+ +1.pdf This is a supposed deposit on 760750. Via BA New one to me can you see from your BA contact 1/1 CONFIDENTIAL Subject to Protective Order IATS - 000879 SDNY_GM_02774984 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261624 EFTA01340252 Subject: 760750 From: "George Reenstra Sent: 9/28/2020 4:32:24 PM To: "Kim Thompson" Attachments: S76+ +1.pdf Not sure I attached this for you from Marty George Reenstra www.helicopterresales.com CONFIDENTIAL Subject to Protective Order IATS - 000880 SDNY_GM_02774985 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261625 EFTA01340253 Accts R 30.0248 BLACK MARTY Bank transfer O Oia Sou 0 samsty ono, International Bank Transfer Type Ova tinier From ao:ounl WAIF/ USD BLACK MARTY Instnxbng party BLACK MARTY BeneaciaNINSURED AIRCRAFT TILE SERVICES Country UNITED KINGDOM IRAN BIC Mount USD 63,000.00 Fees GBP 19.96 Charges SHA Instruct/on gate 24/09/2020 Debit date 30101/2020 Executiondate 30/09/2020 Doti value dole 02/10/2020 Desolpuen 376 :I MOS U Share a comma/It FInec0 Social OFInecollankUK - Latest Twoots Opening prices: liFtse100 -1.20% IDA% .0.96% 0CAC 4.13% liEstexaS0 -1.11% 00BPUSO 1.270a //EURO... about an hour ago ©Asia Closing peltes://HangSeng .1.70% IlCI000A50 "IA" Insaln9aPore 0.69% Mak& -1.11% 00BP... about 3 hours ago IA US Closing prices: #00W -1St% OH ASDACI -3.16% aFtse100 1.20% 0313PUSO 1.2719 JEURGOP 0.9169 ... about 13 hOuts ago al Closing pekes: tlFts•100 1.20% IIOAX 0.39% CAC 0.62% NEstoas60 0A210, IlOOPUSD 1.274I WEUROBP ...about labours ago ©US Opening ekes: .00W OAT% attASOACI OM% IFtse100 2.03% INIBPUSD 1.2741 OEUROBP (kalif about 20 hotel 690 All the tenets on Elnato Torras IS Conalons wanspsienty sscVlly Pang' COM•eY (Mai. CONFIDENTIAL FOLLOW US ON DIM Subject to Protective Order IATS - 000881 SDNY_GM_02774986 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261626 EFTA01340254 Account 3042.46 BLACK MARTY Bank transfer 00mion. 0 Swoon Can... International Bank Transfer Typo Sank transit. SWIFT From eccourt BLACK MARTY Instructing party BLACK MARTY BersericaryINSURE0 AIRCRAFT TITLE SERVICES Cototry UNITED IONODOM IBAN SIC Amcoil LISD 63.000.00 Fees GBP 19.95 Charges SliA Instants° dale 2410W2020 DNA dole 29109/2020 Exc.:taco dale 29/09/2020 Debt vac dato 01/1012020 0010100n $76 USD Ettrit I3 Share a continent Elmo° Social @FInecoBankUK - Latest Tweets al Opening paces: IF bo100 4.20% /MAX 464% *CAC 4.13% IlEstoss60 .1.16% SOBPUSD 1.2706 OEURG about en hour ago ( l Aso Closing pikes: ItItangSang 4.79% IIChlemASO .1.4t% IFt$ eSingapor• OAS% /Nikkei 4.11% SOUP. about 3 hours ago la US Closing Paces:100W .1.92% $NASOACI 4.16% /*Tsai 001.20% NGSPUSO 1.2719 NEUROBP 0.9169 . about 13 hours ag0 al Closing Paces: arts•100 1.20% SOAK 0.39% ICAC 0.42% SES1.0xx50 0.62% IGBPUSD 1.2740 IMURGBP about 16 hours ago 1/5 Opining prism: 'DOW 0.47% MIASDACI 4.11% IlFttiol00 2.03% SGBPUSD 1.2741 SEUROBP 0.9122... about 20 how* ag0 All the reacts on Fines* Tema 41.4 COMMON Trwt•paroney S•cyrry Ph15 Carflarry (kWh FOLLOW US ON El I/ CONFIDENTIAL Subject to Protective Order IATS - 000882 SDNY_GM_027 74987 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261627 EFTA01340255 Accoor 33-32-45 D.ACK MARTY Bank transfer D Env 6E r,nn.ry Grim International Bank Transfer Typo Bank transfer SWIFT From account USD BLACK MARTY Kiln/MN party BLACK MARTY &maroon/INSURED AIRCRAFT TITLE SERVICES Country UNITEDKINGDOM MAN Amami USD 53.000.00 Foes GOP 19.95 Charges 5/4A Ingruction dale 24/09/2020 Dell claw 28/09(2020 Even:bon gate 25/004020 DIAICVAIJII dale 3010W2020 Deacrisbon 576 Mid (.1 Share a comment Finaco Social @FIneeoBankUK - Latest Tweets Opening picas: ailsa1110 .1.20% WAX .0.94% I1CAC .1.1311•Estoct.50 -1.15% 0313RUSO 1.2706 'EURO about an hour ago Asla Closing pact: illangSang 4.79% IICIVA5R50 '1.45% IFtseSmgapoee On% MIMI .1.11% 'GBP. about 3 hours ago al US closing pricer /MOW .1.92% NNASDA0 4.11% IIFts•100 120% IOBPUSO 1.2719 KURODA 01151. about 13 hours ago Closing antes: ItFtss100 1.20% WAX 0.39% OCAC Ca% SEM0m50 0.62% 00BRUSI)1.21455EURGBP about 15 hours ago US Opening pike*: WOW 0.47% 'NASDAQ 0.11% OF4a100 LOA IOBRUSO 11141 NEUROBO 0.9172. about 20 hours ago All me tweets on Homo lenvnea cordite°, tnesparency Pringr Wee., 4.000. FOLLOW US ON CI M CONFIDENTIAL Subject to Protective Order IATS - 000883 SDNY_GM_027 74988 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261628 EFTA01340256 Ao:cort OrACK NARlY 33-37•48 Bank transfer Leto esu or,iksio International Bank Transfer Type Ewa frontlet SWIFT From account • USO BLACK MARTY inlilluctog party BLACK MARTY BeneboaryINSURED AIRCRAFT TITLE SERVICES County UNITED KINGDOM IRAN BzC Amoral USO 63.000.00 Fees GBP 19.96 Charges SIN Instructor' dale 24/09/2020 Debt, dine 28/092020 Execuocet dare 28/0912020 Debt vaita date 30/09/2020 OeSatoon S76 CON LI Share a <cement (Immo Social taF IllecoEtankUK • Lateral TWO019 al Opening pricer Of tse100 .1.20% 00AX 42.94% ICAO -1.13% I/Estosx60 .1.16% OGDPUSO 1270.1•EURO.. 12 Asks Closing prices: 014AngSeng .1.79% OChInaA60 1.41% OtseSIngapora 0.119% /MIAMI .1.11% 0GBP... US Gnu's once.: IDOW .1.92% 'NASDAQ .3.16% NFts•100 1.20% IGBPUSD 1.2716 IIEUROBP 0.9169... al Closing Prices: IlFlae100 1.20% ODAX 0.39% ICAC 0.62% aEstosaS0 0.62% IGBPUSO 131/0 NEURGBP US Opening pass: ODOW 047% ONASDACI Ain tiFtse100 2.03% OGBPUSD 1.2741 ffEUROBP 09123... All the tweets on Fineco 'remand C0,1111COS hansputew aeons). P0. 41 Pair.," POPP CONFIDENTIAL FOLLOW US ON about an how ago about 3 hours ago about 13 hours ago . about IS hours ago about 20 hours ago twi Sub,ect to Protective Order IATS - 000884 SDNY_GM_02 774989 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261629 EFTA01340257 <CC., 5C 0".49 E-ACK MARTY Bank transfer 1.,n Cd. tor/an International Bank Transfer TYPO Bark transfer SWIFT From 0000.011 USD BLACK MARTY Lnstruang pony BLACK MARTY seneciarytuSuREO AIRCRAFT TITLE SERVICES Country UNITED KINGDOM RAN BIC Amount USD 63.000.00 Fees GBP 19.95 Charges SHA InV.N.0.014109 24209/2020 Debt chile 25109/2020 Executor, Ogg 25/09)2020 Deb/ value 041e 29A)9t2020 DosalPhoo S76 ai Pmt U Share a comment Fines* Social v @FInecoBankUK • Latest Tweets a °piano Our aftsal00 4./0% IA)AX 4.94% 'CAC .1.15% NEstosx50 4.15% *GBP0501.2700 /EURO... About an hour ago la Asia Closing priors: AKingSeng .1.79% liChlniASO -1.0% AFtseSingspen 0 89% @Nikkei 4.11% NW... *bout 3 lieuts ago alUS Closing prk90: SDOW 4.92% 'NASDAQ 4.16% ItFtse100 1.20% SOBAUSD 1.2719 SEUROBP 0.9159 ... about 13 hours ago 12 Closing prices: SF tse100 t.20% AIDAX 0.39% *CAC 042% SESIOXKI0 0.62% /GONAD 1.2745 NEUROBP ...about 1a hours ago ©US Opting pito: //DOW 0.47% &NASDAQ 4.11% Ansel 00 2 03% OGBPUSD 1.2741 IIEUROOP 0.9112 ... About 20 hours ago All the tweets on Flint* Urn. antOn014:04 tramps.my Pawky CC.O.nd"." CONFIDENTIAL FOLLOW US ON 119 Subject to Protective Order IATS - 000885 SDNY_GM_02 774990 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261630 EFTA01340258 FAA/IR Searches CONFIDENTIAL Subject to Protective Order IATS - 000886 SDNY_GM_02774991 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261631 EFTA01340259 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Attn: Joan Roberts mICJ P.Q SOX 102? IOU-FREE: PHONE Boo 6544882 OCLAHOIMCIT% OKLAHOMA 73144 405 6414663 RE: N/A Insured Aircraft Title Service, LLC FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: N722JE Make: Keystone Helicopter Model: S-76C Serial No.: 760750 Record Owner: Hyperion Air, LLC Address: 6100 Red Hook Quarter, 83. St. Thomas, USVI 00802 Type: LLC Date Registered: 7-17-19 Title: Manager Signed By: Lawrence P. Visoski, Jr. Acquired By: Bill of Sale Date: 6.13-19 Date Filed: 6-13-19 Recorded: 7-17-19 FAA Doc. N JD020475 Previous Owner: ASI Wings, LLC Address: 151 Farmington Avenue, Hartford, CT 06156 Date Registered: 8-16-11 Subject To: NO LIENS OF RECORD Page I of 2 N722JE Ser. No. 760750 Printed: Mar 2, 2020 11:34 AM CONFIDENTIAL Subject to Protective Order IATS - 000887 SDNYGM_02 774992 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261632 EFTA01340260 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department Insured Aircraft Idle Service, LLC 21 East Main St., Suite 100 P 0 80X 19527 405-01460 Oklahoma City, OK 73104 rn rn MAMMA MX OKLAHOMA 73144 TOLL FREE: PHONE 806.54-4882 Attn: Joan Roberts RE: N/A This search is subject to the filings reflected on the records and index of collateral provided by the FAA and Insured Aircraft Title Service assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA records and index of collateral are free of error. Report Date: 03/02/2020 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE By T. Morgan TM/ts Title Examiner This title search DOES NOT include a search for registrations lodged at the International Registry of Mobile Assets. If this collateral qualifies under the provisions of the Capetown Convention and Aircraft Protocol, a separate search should be obtained. Page 2 of 2 N722JE Ser. No. 760750 Printed: Mar 2,2020 11:34 AM CONFIDENTIAL Subject to Protective Order IATS - 000888 SDNYGM_027 74993 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261633 EFTA01340261 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Attn: Joan Roberts rn Insured Aircraft Title Service, LLC sox 19527 4054014663 OKLAHOMA WY. OKLAHOMA 73144 TOLL FREE: P103616 13004544862 RE: N722JE FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arriel 2S2 Serial No.: 42285TEC Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there are No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September IS, 1997. Page 1 of 2 Engine Ser. No. 42285TEC Printed: Mar 2, 2020 11:34 AM CONFIDENTIAL Subject to Protective Order IATS - 000889 SDNYGM_02 774994 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261634 EFTA01340262 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Ann: Joan Roberts rn Insured Aircraft Tale Service, LLC rn R 0.110X 19677 405.1581-66“, OPIAHOIM CM( OKLAHOMA 73144 113U. MEE: MOE 000464-4882 RE: N722JE This search is subject to the filings reflected on the records and index of collateral provided by the FAA and Insured Aircraft Title Service assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA records and index of collateral are free of error. Report Date: 03/02/2020 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE By T. Morgan TM/ts Title Examiner This title search DOES NOT include a search for registrations lodged at the International Registry of Mobile Assets. If this collateral qualifies under the provisions of the Capetown Convention and Aircraft Protocol, a separate search should be obtained. Page 2 of 2 Engine Ser. No. 42285TEC Printed: Mar 2, 202011:34 AM CONFIDENTIAL Subject to Protective Order IATS - 000890 SDNY_GM_02774995 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0(9261635 EFTA01340263 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Attn: Joan Roberts 171 1 Insured Alrcratt Title Service, LLC HOBO% 19627 4054814863 OKLAHOMA CITX OKLAHOMA 73114 9 IOU. FREE: PHONE100 eca •M2 RE: N722JE FAA Records Search revealed the following TITLE information on the aircraft herein described. Object: Engine Make: Turbomeca Model: Arriel 2S2 Serial No.: 42286TEC Record Owner: FAA does not register engines by name of owner. Lien status only is subject to recordation. Subject To: The FAA advises that there is no encumbrance cross-reference card in existence for the above described engine indicating that the engine has never been encumbered within the FAA's recording system, therefore, there are No Liens of Record. This report is subject to the accuracy of the Federal Aviation Administration employees and computers in their record keeping abilities in recordation of liens regarding engines of 550 shp or over. Specifically excluded from this report are liens, security interests, or other encumbrances against engines which are not specifically noted on the engine data cards maintained by the FAA prior to September 1997, and/or on the engine serial number inquiry screen for encumbrances recorded after September IS, 1997. Page 1 of 2 Engine Ser. No. 42286TEC Printed: Mar 2, 202011:34 AM CONFIDENTIAL Subject to Protective Order IATS - 000891 SDNY_GM_02774996 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261636 EFTA01340264 AIRCRAFT TITLE REPORT from FAA RECORDS SEARCH Account No. Phone No. For: Insured Aircraft Title Service, LLC Escrow Department 21 East Main St., Suite 100 Oklahoma City, OK 73104 Attn: Joan Roberts in Insured Aircraft Title Service, Lit P 0 BOX 19527 4056514.444 OKLAHOMA OTY. 014ANOMA 73144 TOLL FREE: PHONE•2044544802 RE: N722JE This search is subject to the filings reflected on the records and index of collateral provided by the FAA and Insured Aircraft Title Service assumes no responsibility as to the accuracy of said source, and does not guarantee, insure, or warrant that said FAA records and index of collateral are free of error. Report Date: 03/02/2020 7:29 a.m. Central INSURED AIRCRAFT TITLE SERVICE By T. Morgan 'MIAs Title Examiner This title search DOES NOT include a search for registrations lodged at the International Registry of Mobile Assets. If this collateral qualifies under the provisions of the Capetown Convention and Aircraft Protocol, a separate search should be obtained. Page 2 of 2 Engine Ser. No. 42286TEC Printed: Mar 2,2020 11:34 AM -e CONFIDENTIAL Subject to Protective Order IATS - 000892 SDNY_GM_02 774997 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261637 EFTA01340265 Disbursement Instructions & Authorization CONFIDENTIAL Subject to Protective Order IATS - 000893 SDNY_GM_02774998 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261638 EFTA01340266 Subject: 760750 From: "George Reenstra" Sent: 7/27/2020 9:27:16 AM To: "Joan Roberts" CC: "Kim Thompso Marty Black. Of Black air in the Uk tells me he via B of A. He is sending appro 3.1 m To your escrow account. Frankly I'm not totally convinced. I'll keep you updated George Reenstra Helicopter resales.com CONFIDENTIAL Subject to Protective Order IATS - 000894 SDNY GM_02774999 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261639 EFTA01340267 Contracts & Legal CONFIDENTIAL Subject to Protective Order IATS - 000895 SDNY_GM_02775000 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261640 EFTA01340268 31212020 Subject: {Disarmed} Fwd: S-76C++ 760750 From: "George Reenstra" Sent: 3/2/2020 8:56:46 AM To: "Rhiannon Routh" CC: "Megan Newberry As requested 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, Geo Reenstra www.helico Begin forwarded message: From: George Reenstra Subject: Re: S-76C++ 760750 Date: March 2, 2020 at 9:53:45 AM EST To: Megan Newberr Cc: Marty/blackair Megan someone from your office requested the engine SN....see below George Reenstra www.helicopterresales.coni 1/3 CONFIDENTIAL Subject to Protective Order IATS - 000896 SDNY_GM_02775001 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261641 EFTA01340269 3/2/2020 N722JE, together with said aircraft's two Turbomeca S.A. Model Arricl 2S2 engines, bearing manufacturer's serial numbers 42285TEC and 42286TEC, and with all avionics, equipment systems, On Mar 2, 2020, at 8:00 AM, Megan Newberry wrote: ok we will advise upon receipt and we will get this set up for you. Thank You Megan Newberry Escrow Agent/Assistant to Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 Phone: 405-681-6663 Fax: 405-688-3704 MailScanner has detected a possible fraud attemptfrom "nam11 safelinks protection.outlook.com" claiming to be www.insuredairrraft.coin 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 verily the accuracy of the wiring instructions. Your escrow officer can be reached at (405)681-6663. BE VERY CAREFUL IN WIRING FUNDS. Original Message From: "AIR777" To: 213 CONFIDENTIAL Subject to Protective Order IATS - 000897 SDNY_GM_02775002 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261642 EFTA01340270 3/2/2020 Cc: "george Reenstra" • Sent: 3/2/2020 4:51:56 AM Subject: S-76C++ 760750 Hi Megan, I will be transferring $150,000.00 this week to secure S-76C++ serial number 760750 to your B of A account in London Regards Marty Black 1,3 CONFIDENTIAL Subject to Protective Order PATS - 000898 SDNY_GM_02775003 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261643 EFTA01340271 Subject: Re: N7221E From: "George Reenstra" Sent: 3/2/2020 8:48:39 AM To: "Rhiannon Routh" Give me a few hours George Reenstra www.lieliCopterresales corn On Mar 2, 2020, at 9:28 AM, Rhiannon Routh George, Can you send me the serial numbers for the Turbomeca engines? Thank you, Rhiannon Routh Escrow Support for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 Phone: 405-681-6663 Fax: 405-682-0818 wvvw.insuredaircraftcont wrote: 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 CONFIDENTIAL Subject to Protective Order IATS - 000899 SDNY_GM_02775004 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261644 EFTA01340272 arn2ozo Subject: N7221E From: "Rhiannon Routh" Sent: 3/2/2020 8:28:27 AM To: George, Can you send me the serial numbers for the Turbomeca engines? Thank you, Rhiannon Routh Escrow Support for Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 Phone: 405-681-6663 Fax: 405-682-0818 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 ran be reached at (405)681-6663. JiE VERY CAREFUL IN WIRING FUNDS Il1 CONFIDENTIAL Subject to Protective Order IATS - 000900 SDNY_GM_02775005 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261645 EFTA01340273 LETTER OF INTENT February 26, 2020 Aircraft Services Group Inc. 401 Industrial Avenue Teterboro, NJ 07608 Re: 2008 Keystone (Sikorsky) S-76C++ I lelicopter Serial No. 760750. U.S. Registration No. N722JE Ladies and Gentlemen: Black Air 777 Group PLC, with an address at Berkeley Square House, Berkeley Square, London, England W 1J 6BD ("Purchaser") hereby expresses its intent to purchase from Hyperion Air, LLC, with an address at do Kellerhals Ferguson Kroblin PLLC, 9053 Estate Thomas, Suite 101, St. Thomas, USVI 00802 ("Seller), that certain 2008 Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S-76C++), bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Turbomeca Arriel 2S2 engines, together with all avionics, equipment, systems, furnishings and accessories installed on, contained in, or attached to said helicopter and engines, and also including all airframe, engine and accessory logbooks, flight and operation manuals, maintenance and overhaul records, checklists, drawings, warranty documents for any assignable warranties, and all other records and paperwork relating to the above￾described helicopter and engines in Seller's possession, all as is to be more particularly described in the definitive written Aircraft Purchase Agreement described below (collectively, the "Aircraft"), subject to the following terms and conditions: 1. The total purchase price for the Aircraft shall be the sum of Three Million Three Hundred Thousand U.S. Dollars (US $3,300,000.00), payable as follows: (a) Within three (3) business days after Seller's acceptance of this Letter of Intent ("1O1"), Purchaser shall wire transfer a fully refundable One Hundred Fifty Thousand U.S. Dollar (US $150,000.00) deposit (the "Deposit") to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Joan Roberts, Vice President (the "Escrow Agent"), which Deposit shall be held in escrow and disbursed in accordance with the terms and conditions set forth in the definitive written Aircraft Purchase Agreement described below; and (b) The balance of the purchase price for the Aircraft in the amount of Three Million One Hundred Fifty Thousand U.S. Dollars (US $3,150,000.00) shall be paid at the closing provided for in the definitive Aircraft Purchase Agreement described below, said purchase price balance to be wire transferred prior to such closing into a special escrow account of the Escrow Agent for its disbursement to the Seller at CONFIDENTIAL Subject to Protective Order IATS - 000901 SDNY_GM_02775006 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261646 EFTA01340274 said closing upon the satisfaction of the conditions and requirements to be set forth in the said Aircraft Purchase Agreement. 2. The Deposit and this LOI shall be subject to the execution of a definitive written Aircraft Purchase Agreement between Seller and Purchaser in form and substance mutually satisfactory to the parties, providing for the sale and purchase of the Aircraft on terms consistent with this LOI, such other terms as are typically found in transactions of the type contemplated herein and such other terms and conditions as may be mutually agreed upon by the parties. Said definitive written Aircraft Purchase Agreement shall herein be referred to as the "Purchase Agreement". Seller shall provide to Purchaser an initial draft of the Purchase Agreement within seven (7) business days after the acceptance of this LOI by Seller, and Seller and Purchaser shall undertake to execute and deliver to each other the mutually acceptable Purchase Agreement within fifteen (15) business days after the acceptance of this LOI by Seller. The Purchase Agreement shall supersede this LOI in its entirety, and, if there should be any conflicts between the provisions of the Purchase Agreement and this LOI, the provisions of the Purchase Agreement shall control for all purposes. If the parties fail to enter into the Purchase Agreement within such fifteen (15) business day period, then, unless the parties agree in writing to extend the date for execution, the Escrow Agent shall, within one (I) business day after the expiration of such fifteen (15) business day period, return the Deposit to Purchaser, and neither Seller nor Purchaser shall have any further liability to the other party. 3. The Aircraft shall be delivered with good and marketable title and free and clear of all liens, claims, demands and encumbrances. 4. The Aircraft shall be delivered in an airworthy condition with a valid standard U.S. Certificate of Airworthiness and shall comply in all respects with the "Delivery Condition" to be defined and specified in detail in the Purchase Agreement. 5. A pre-purchase inspection of the Aircraft shall be conducted at a facility to be specified in the Purchase Agreement, and the scope of the pre-purchase inspection, including mechanical and records inspections, test flights and the like will also be specified in the Purchase Agreement. Closing on the purchase of the Aircraft shall be subject to Purchaser's satisfaction, in Purchaser's sole discretion, with the results of the pre-purchase inspection of the Aircraft. 6. The provisions of this LOI are confidential and neither party shall disclose this LOI or the provisions hereof, except (a) to the members, owners, principals, managers, officers, and directors thereof, and to the employees, agents, and professional advisors thereof with a need to know the same, (b) as required by law, or (c) as such party may deem necessary in order to effectuate the transactions contemplated by this LOI. 7. Except as otherwise may be provided in the Purchase Agreement, each party shall bear its own costs, fees and expenses relating to preparation, negotiation, execution and performance of this LOI, the Purchase Agreement and the transactions contemplated herein and therein. CONFIDENTIAL Subject to Protective Order IATS - 000902 SDNY_GM_02775007 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EF1'A_00261647 EFTA01340275 8. The provisions of this LOI and the Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed and to be fully performed therein without reference to New York law principals of conflicts of law. 9. This LOI will remain in effect until 5:00 p.m. EST on March 2, 2020, after which, if not accepted by Seller, it shall expire and have no further force or effect. This LOI may be accepted by Seller's returning by email a pdf of a copy hereof, signed by an authorized representative of Seller, to Marty Black, CEO and Director of Purchaser, at air777@me.com prior to that time. BLACK AIR 777 GROUP PLC By: Name: Marty Black Title: CEO and Director ACCEPTED: HYPERION AIR By: Nettie: Lawrence Visoski Title: Manager 2/26/20 Date: CONFIDENTIAL Subject to Protective Order IATS - 000903 SDNY_GM_02775008 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261648 EFTA01340276 3,2O02O Subject: S-76C++ 760750 From: "AIR777" Sent: 3/2/2020 4:51:56 AM To: CC: "george Reenstra" Attachments: February 2020 LOI from Black Air 777 Group PLC-1 copy.pdf Hi Megan, I will be transferring $150,000.00 this week to secure S-76C++ serial number 760750 to your B of A account in London Regards Marty Black CONFIDENTIAL Subject to Protective Order IATS - 000904 SDNY_GM_02775009 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261649 EFTA01340277 FAA Docs & Filings CONFIDENTIAL Subject to Protective Order IATS - 000905 SDNY_GM_02775010 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261650 EFTA01340278 ARAUTP22 AIRCRAFT REGISTRATION SYSTEM 03/02/20 ARAUTM30 LIMITED LIABILITY INQUIRY 08:32 Phase Name Effective Date Expire Date Limit/Restrictions : : : HYPERION AIR LLC (VI) 10/19/2012 Authorized Signer 1. MANAGER 2. 3. 4. Accept Date : 09/06/2013 Accepting Examiner : Crystal Kelley Enter-PF1---PF2---PF3---PF4---PFb---PF6---PF7---PF8---PF9---PF10--PF11--PF12--- OPT MAIN PREY CONFIDENTIAL Subject to Protective Order ATS-0009N SDNY_GM_02775011 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261651 EFTA01340279 LLC STATEMENT IN SUPPORT OF REGISTRATION HYPERION AIR, LLC is a limited liability company of a United States Citizen and is eligible to register aircraft in its name. In this regard, we make the following representations: 1. The full name of the Applicant LLC is HYPERION AIR, LLC (the "LLC"). 2. The jurisdiction in which the LLC is lawfully organized is the United States Virgin Islands. 3. The effective date of the LLC is October j. 2012. 4. The name of each of the sole Member of the LLC and the type of entity of the sole Member (I.e., individual, corporation, partnership, etc.) is: U.S. CITIZENSHIP NAME TYPE OF ENTITY VERIFICATION Jeffrey F.. Epstein Individual YES X NO_ 5. The LLC is managed by a Manager. 6. The managers, members or officers of this LLC may act independently YLN__ 7. The name of the sole Manager of the LLC and the type of entity of the sole Manager (i.e., individual, corporation, partnership, etc.) is: NAMF Lawrence Visoski U.S. CITIZENSHIP TYPE. OF ENTITY VERIFICATION Individual YES X NO_ The undersigned certifies that he understands that an LLC Is eligible to register aircraft in its name provided that: (I) at least 2/3rds of the managers or managing members are "U.S. Citizens" within the meaning of 49 U.S.C. Section 40102(0(15)(C) and: (2) al least 75% of the voting interest or units is owned or controlled by persons who are "U.S. citizens" or citizens of one of Its possessions; and specifically that AN LLC CANNOT REGISTER AS A NON-CITIZEN CORPORATION. If any member of this LLC is not a United Stales Citizen as defined in 40102(015)(C) an explanation appears below to support the certification that this LLC is a "US. Citizen" as required by 49 U.S.C. Section 40'02(a)(15RO. The undersigned hereby also certifies that the Information given herein is true and correct and meets all citizenship specifications as required by the Federal Aviation Administration. HYPERION AI L. By Manager Visoski 0 0 a X V 0 q! O CONFIDENTIAL Subject to Protective Order IATS - 000907 SDNY_GM_02775012 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261652 EFTA01340280 Vi.1011V1)10 ALTO YPI0HY1N0 6£ L. WU CT onu ElIF '80 Wert1V11181038 Lin10/IIV 1/1/4 HII/A 0311:1, CONFIDENTIAL Subject to Protective Order IATS - 000908 SDNY_GM_02775013 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261653 EFTA01340281 IR Forms & Filings CONFIDENTIAL Subject to Protective Order IATS - 000909 SDNY_GM_02775014 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261654 EFTA01340282 I INTIIINAELMOW SI CI WIG: Aiu. IS APPLY REGISTER SEARCH DOCUMENTATION MOCul Search for an Entity ES* Min NypyRn 71; ENNIS* hit NommnsW.I.A. WooliMMUNaPAN NORAM Aa LLC sAmoonelawfOOI 1ws Potmoolnal TomalIMAMItEM Paminaoko Naos Non ROOS DISARM) AM WNW PPPROAD &Wm Um Cockle Polley and Consent Management 9. Iola tr....iota Oavigt, yin coctes 16 improve ra. aperfera Oft Me Wit and IWPM out cry:4g Ago.. valuta re! ssifri. Mere tre....1 you are 10 OW vue el ilhin• (Gaon. ION ty Nampo ill NNW-gr. are cowpony go cools. in S. IMIO•Arq aterwr %WM* patontanCe Ind %Wel Kat so drubs n ow hfrsisOoka annwcanei I • en..sesa I 1 I I na,. I Awns Pon t urn CONFIDENTIAL Subject to Protective Order IATS - 000910 SDNY_GM_02775015 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261655 EFTA01340283 INTEPAATOVALRIOSINYI el ATARI ASS.. IS APPLY REGISTER SEARCH DOCUMENTATION L Ant&wag • Soarch for an Entity Entriann He mai, bawl I EIMMIyENE as mt. Eseeteree OW Am Soren flu"-. ASIONIrsier Now nennesser Sian 0 Cookie Policy and Consent Alsnagement AtemyonorR9any ceRA. to nAAAA igena en our Ate and sumo,' AA Carr° ft .* %tat.. an, ...Via Hon. *tot Rion'Rx. awn le One& t••• co-Ant Ha. By .091.4 4:001*. yakistocoaureirg I o (oak e POrlornince and slack* at ebeekchn oar Waylay rk4144±711 woes Rapti el —Ma I t. .11) I NS DwMw Geargleva I win has I Coss IN I MO I 5•IPS5 Pa. 1 PnYPOM CONFIDENTIAL Subject to Protective Order IATS - 000911 SDNY GM_02775016 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261656 EFTA01340284 Closing Packet CONFIDENTIAL Subject to Protective Order IATS - 000912 SDNY_GM_02775017 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261657 EFTA01340285 CONFIDENTIAL Subject to Protective Order IATS - 000913 SDNY_GM_02775018 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261658 EFTA01340286 3/2/2020 Subject: Fwd: S-76C++ 760750 From: "AIR777" Sent: 3/2/2020 4:57:43 AM To: Attachments: KYC Questionnaire _ ITS.pdf; February 2020 LOI from Black Air 777 Group PLC-1 copy.pdf Hi Megan Forgot to inclose KYC Regards Marty 1/1 CONFIDENTIAL Subject to Protective Order IATS - 000914 SDNY_GM_02775019 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA_00261659 EFTA01340287 Questionnaire The USA PATRIOT Act of 2001 requires us to obtain, verify and record information to confirm the identity of the entity with which we do business. We ask for your name, address and other information that will allow us to identify you. We require documentation that may include certified copies of government-issued formation documentation (e.g. Certification of Incorporation, Certification of Formation, Articles of Association, etc.). 1. Registered Name of Company (as it appears on the government-issued documentation) BLACKAIR777 Group PLC BLACKAIR777 Ltd 2. Entity Type (e.g. Corporation, Partnership, LLC, Trust, Government Agency, etc.) Public Limited company 3. Physical Street Address (P.O. Boxes are not acceptable) BERKELEY SQ HOUSE, BERKELEY SQ, LONDON WI) 6BD 4. Phone Number S. Fax Number N/A 6. Contact Person (full name) MARTY BLACK 7. Email 8. Taxpayer Identification Number 9. Business Type (Please provide a detailed description of the primary type of business activity) SECURITIES www.blackair777.com 10. Countries of Operations GLOBAL 11. Formation Documents Attach a copy of the filed Government-issued evidence of established business entities. 1 of 2 CONFIDENTIAL Subject to Protective Order IATS - 000915 SDNY_GM_02775020 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261660 EFTA01340288 Full name: Title: Physical Address: Attach proof of signing authority (signers list, board resolution, incumbency certificate, etc.) Please answer one or more of the flowing questions regarding ownership of the Entity listed in #1 as applicable. 14. Ownership - Public Company (Yes/No) YES 15. Ownership — Private Entities Entities with ≥10% ownership in the Entity Name: MARTY BLACK Physical Address: AS ABOVE Taxpayer ID: Percentage Ownership: 100% Name: Physical Address: Taxpayer ID: Percentage Ownership: Name: Physical Address: Taxpayer ID: Percentage Ownership: 16. Ownership - Individuals Individuals with ≥10% ownership in the Entity Name: Physical Address: Taxpayer ID: Percentage Ownership: Name: Physical Address: Taxpayer ID: Percentage Ownership: Name: Physical Address: Taxpayer ID: Percentage Ownership: 4 of 2 CONFIDENTIAL Subject to Protective Order IATS - 000916 SDNY_GM_02775021 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261661 EFTA01340289 • • Om "O. V • • CERTIFICATE OF INCORPORATION OF A PUBLIC LIMITED COMPANY Company Number 11692910 The Registrar of Companies for England and Wales, hereby certifies that BLACK AIR 777 GROUP PLC Is this day Incorporated under the Companies Ad 2006 as a public company, that the company Is ilmAed by shares, and the situation of its registered office is In England and Wales Given at Companies House, Cardiff, on 22nd November 2018 MINIM • N116929106 INI 40 Companies House Name of Document: MARTY BLACK Document !De: PASSPORT Place of Issuance: UK 2 of 2 CONFIDENTIAL Subject to Protective Order IATS - 000917 SDNY_GM_02775022 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261662 EFTA01340290 12. Invoicing Information (if different from address and contact information above) 1111S PAGIt IS NESE VE,0101t OFFICIAL OlISERVA1 I MOtisr RESI,RVI.E Mix OBSERVATIONS 0111C1A OtOOloob04CtOCAOAC0414. 4 ON O ttOOS4400*Otor0, *MAC AR( AO OFFICIAL OBSCRVAIIONSL Cc WiCAoota Cal-1:1446vOrAO.floon. oofsHOOO4Cot Date of Issuance: 08/2014 To be advised 13. Signing Authority Identify the Authorized Signers and provide the following: Full name: MARTY BLACK Title: CEO Physical Address: BERKELEY SQ HOUSE, BERKELEY SQ, LONDON WD 6BD CONFIDENTIAL 3 of 2 Subject to Protective Order IATS - 000918 SDNY_GM_02775023 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261663 EFTA01340291 2/282020 Subject: Honeywell TFE731-3CR-3B2 SN: P85213C and 85218C From: "Megan Newberry" Sent: 2/28/2020 3:08:36 PM To: "Jacobs, Kevin" .; "Baker, John" < ; "Adam Sherak" ; "Booth, Rhyse" ; "'White, Joe"' Since we are fully funded for the purchase price for the above listed engines - listed below are the outstanding items for closing: Technical Acceptance from buyer Exhibit B Final Delivery and Acceptance Exhibit D from the buyer 1/2 escrow fee of $500.00 Warranty Bill of sale - Exhibit C from the seller BS ( copy) for the engines from the seller Disbursement instructions including wiring instructions from the seller ( we must verbally confirm these before closing) Seller's account on the International Registry is disabled. Please advise if the buyer plans to register an interest on the IR. If so we will need to get the seller reset up on the IR. If not then I will prepare an IR Waiver form for the buyer to execute Authorization to close from the buyer and seller by email Let me know about the IR - I will advise as items arrive in escrow for the closing. Thank You Megan Newberry Escrow Agent/Assistant to Joan F. Roberts - VP Insured Aircraft Title Service, LLC 21 East Main, Suite 100 Oklahoma City, OK 73104 Phone: 405-681-6663 Fax: 405-688-3704 wwwinsuredaircraft.corn. 1(2 CONFIDENTIAL Subject to Protective Order IATS - 000919 SDNY_GM_02775024 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 0026I664 EFTA01340292 Billing Info CONFIDENTIAL Subject to Protective Order IATS - 000920 SDNY_GM_02775025 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261665 EFTA01340293 ESCROW BILLING INFORMATION Aircraft Descriptions: AR Buyer: (2)k 66- c R1- 7+ 0-01-10 PLC Bill: Prepay: v V Bill: Prepay: Escrow Fee: IR Fee: CI Seller: Escrow Fee: IR Fee: Title Search: Title Search: Exchange Fee: Exchange Fee: Total: Total: Date: By: Mail U Fax U 2° -2/ 077 / L CONFIDENTIAL Subject to Protective Order IATS - 000921 SDNY_GM_02775026 SUBJECT TO PROTECTIVE ORDER PARAGRAPHS 7, 8, 9, 10, 15, and 17 EFTA 00261666 EFTA01340294