EFTA00315081.pdf

EXHIBIT B WARRANTY BILL OF SALE The undersigned, Bovale Developments, Inc., Trustee, a Delaware corporation, and Bovale Developments, Trustor, a Irish company (together the "Seller"), is the owner of the full legal and beneficial title in and to the Bell 430 helicopter bearing Manufacturer's Serial No. 49078 and U.S. Registration No. N901RL, together with two (2) Rolls Royce model 250-C408 engines bearing Manufacturer's Serial Nos. CAE844 67 and CAE844169, and all avionics, equipment, systems. furnishings and accessories installed on, contained in or attached to said aircraft and engines, and also including all loose equipment that is normally or currently part of or associated with said aircraft and engines, and all aircraft records and documents associated with said aircraft, engines, avionics, equipment (including loose equipment), systems, furnishing and/or accessories, all as is more particularly described in Exhibit A and Exhibit A-I attached to that certain Aircraft Purchase Agreement dated February 28, 2012 by and between Seller and Hyperion Air, Inc., a Delaware corporation ("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 in Seller's possession relating to the above-described aircraft, engines, avionics, equipment (including loose equipment), systems, furnishings and/or accessories (collectively, the "Aircraft"). For and in consideration of the sum of Ten Dollars (S10.00) 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 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 legal 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 claims, leases, trusts, liens, security interests, mortgages, encumbrances, Prospective International Interests, International Interests, Contracts of Sale, Prospective Sales and any other rights of others, including, without limitation, any outstanding or delinquent taxes or fees or duties attributable to or imposed on or asserted against the Aircraft by any taxing jurisdiction, and Seller will warrant and defend such title forever, at the sole expense ofSeller, 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 , 2012. BOVALE DEVELOPMENTS. TRUSTOR BOVALE DEV ENTS, INC., TRUSTEE By: By: _ Nacre: Name: John W 'ght title: Title: Seerelan' EFTA00315081 AIRCRAFT PURCHASE AGREEMENT THIS AIRCRAFT PURCHASE AGREEMENT (this "Agreement") is entered into as of February 28, 2012 (the "Effective Date"), by and between Bovale Developments, Inc., Trustee, a Delaware corporation, whose address is 2711 Centerville Road, Suite 400, Wilmington, DE 19808 and Bovale Developments, Trustor, a Irish company (together the "Seller"), and Hyperion Air, Inc., a Delaware corporation, whose address is 103 Foulk Road, Suite 202, Wilmington. DE 19803 ("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, one Bell 430 helicopter bearing Manufacturer's Serial No. 49078 and U.S. Registration No. N901FtL, together with its equipped engines and 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 part of the helicopter and all aircraft records and documents associated with the helicopter, all as is to be 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-described aircraft in Seller's possession (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. Purchase Price; Payment. Seller agrees to sell, and Purchaser agrees to purchase, the Aircraft for a total purchase price of One Million Five Hundred Eighty Thousand U.S. Dollars (USS1,580,000.00) (the "Purchase Price"). which shall be paid as follows: (a) Purchaser has placed a deposit of One Hundred Thousand U.S. Dollars (USSI00,000.00) (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 Eighty Thousand U.S. Dollars (USSI,480,000.00) (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 EFTA00315082 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. 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 non-refundable to Purchaser, except as otherwise expressly provided in 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 (i) Subject to the limitation of warranties provided in Section 9 hereof, the Aircraft shall be delivered with a U.S. Certificate of Airworthiness, and with all systems, components, installed equipment, and engines functioning in a manner, and in an operating condition, acceptable to the Purchaser in Purchaser's discretion; provided, however, that Purchaser understands and agrees that, in connection with the closing, Seller shall have no obligation to make any repairs to the Aircraft whatsoever, including, but not limited to, any repairs necessary to put the Aircraft in an airworthy condition. (ii) The Aircraft shall have no accidents or material damage history. (iii) Title to the Aircraft shall be free and clear of all Liens (as defined in Section 5(b) below) at the time title is transferred at the Closing with Seller able to convey good and marketable title to the Aircraft. (iv) The Aircraft shall have current, complete and continuous logbooks in English 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. (v) The Aircraft shall conform to the items and specifications set forth on EFTA00315083 Exhibit A and Exhibit A-1 attached hereto. (vi) The Aircraft shall be registered on the United States Civil Aviation Registry. (vii) At the time of Closing the Aircraft shall not have been exported out of the United States or imported into the United Kingdom and, upon transport of the Aircraft after Closing to the United States, no importation into the United States of the Aircraft shall be required and no export or import duties, excise taxes or similar payments shall be due and payable to any United States or United Kingdom government authority in respect of the Aircraft or any part thereof. 3 Satisfactory Inspection. Purchaser confirms that it has completed to its satisfaction an inspection of the Aircraft and confirms that Purchaser will accept delivery of the Aircraft in the Delivery Condition at Closing in accordance with the pros isions of this Agreement, and Seller agrees to deliver the Aircraft at Closing in accordance with the provisions of this Agreement. 4 International Registry. At least one (I) day prior to the Closing, Seller and Purchaser shall have each, at Purchaser's expense, obtained approval on the International Registry at hups://www.internationalregistry.aero 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 (Bill of Sale) evidencing the transfer of title to 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 the facility of Premier Aircraft at Blackbushe Airport, Camber') Surrey, United Kingdom ("the Closing Place"), within seven (7) days after the Effective Date, unless the panics subsequently agree upon a later date in writing ("the Closing Date"). (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) An FAA Form Bill of Sale AC 8050-2 in proper form for recordation at the FAA Civil Aircraft Registry to transfer title to the Aircraft EFTA00315084 to Purchaser duly executed by an officer or manager of Seller, with his or her title shown, but undated ("FAA Bill of Sale"); (B) A Warranty Bill of Sale in the form attached hereto as Exhibit B 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 (C) All releases of liens, terminations or other documents, if any, including, without limitation, the invoice from PremiAir Global in the amount of $186,300, which the parties agree will be paid by the Escrow Agent out of the Purchase Price Balance, and written evidence from PremiAir Global, acceptable to Purchaser, that upon payment of said invoice all amounts due and payable by Seller to PremiAir Global in respect of the Aircraft will have been fully satisfied and paid in full (the "Curative Documents"), which may be necessary to enable Seller to transfer good and marketable title to the Aircraft to Purchaser free and clear of all claims, leases, trusts, liens, security interests, mortgages, encumbrances, Prospective International Interests, International Interests, Contracts of Sale, Prospective Sales and any other rights of others, including, without limitation, any outstanding or delinquent taxes or fees or duties attributable to or imposed on or asserted against the Aircraft by any taxing jurisdiction (collectively, "Liens"). (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. EFTA00315085 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 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 on or about 10:00 a.m., U.S. Central Daylight 'rime, 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 Aircraft and that said Aircraft is free and clear of all Liens (or will be upon the filing of the Curative Documents held by the Escrow Agent, which Curative Documents Escrow Agent shall have authorization to release and/or file in accordance with this Agreement), (B) the records of the International Registry do not reflect the registration of any 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 Purchase Price as directed by Seller in accordance with wire transfer instructions which shall be provided to Escrow Agent by Seller prior to the Closing Date and simultaneously file with the FAA Registry for recordation the FAA Bill of Sale and any other necessary Escrow Documents 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 C. (ii) Immediately following the above, the Escrow Agent, as the Professional User Entity for each of Seller and Purchaser, shall electronically initiate EFTA00315086 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 Warranty Bill of Sale to the address specified by Purchaser. (1) In the event of a breach of this Agreement by Purchaser as a result of which the Closing does not occur by, or if all of the conditions and requirements specified in this Section 5 are not satisfied on or before, March 21, 2012 (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) If earlier received by Escrow Agent, the Purchase Price Balance shall be returned to Purchaser, or in accordance with Purchaser's instructions be retained by Escrow Agent: and (ii) Escrow Agent shall retain any Escrow Documents and the Deposit until Seller and Purchaser furnish Escrow Agent with a written agreement which gives Escrow Agent instructions for payment of said funds and release of the Escrow Documents, or, if Escrow Agent is not furnished with such a written agreement, Escrow Agent shall retain the Deposit and Escrow Documents until Escrow Agent is ordered to pay said funds and release the Escrow Documents 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 recognized financial institutional lender to Seller or Purchaser, or by any recognized financial institutional holder of a lien upon the Aircraft, and which arc subsequently agreed upon by the parties hereto and the Escrow Agent. (h) To the extent assignable upon Closing, Seller will transfer such right, title and interest (if any) it has in and to any warranty or undertaking provided by any manufacturer, or maintenance performer in respect to the Aircraft or any part thereof to Purchaser. Seller agrees to notify manufacturers and support program providers of the sale of the Aircraft and shall reasonably cooperate with Purchaser in effecting the assignment to Purchaser or establishment in Purchaser's name of any such support programs that Purchaser wishes to continue. Seller's obligations under this paragraph shall survive Closing. 6. Fee of Escrow Agent. The fee of the Escrow Agent (which fee also includes any out-of-pocket expenses incurred by the Escrov, Agent) for performing its duties specified herein shall be in the amount of $2,140.00 USD and shall be borne equally by Purchaser and Seller, the seller's proportion to be dravi n from sale proceeds before other disbursal. Their respective portions EFTA00315087 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) with respect to the transfer of title to 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 Aircraft. 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 hereby agrees upon demand to indemnify Purchaser from and to hold Purchaser harmless against any payment, assessment, fees, duties, billing or other imposition of any taxes (including, without limitation, any sales taxes, use taxes, value added taxes, property taxes and excise taxes) imposed by any jurisdiction other than one in the United States, and any income, capital gains or other taxes based on Seller's income imposed by any taxing jurisdiction wherever located, as well as any penalties, interest and attorneys' fees relating thereto (collectively, "Seller Taxes"). (b) As between Seller and Purchaser, 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 imposed by any taxing authority in the United States 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 Seller Taxes. (c) The provisions of this Section 7 shall survive Closing. 8. Representations and Warranties. (a) Seller's Representations and Warranties. Seller hereby represents and warrants to Purchaser as follows, which representations and warranties shall survive the Closing: (i) 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 Liens and with no leased or loaner equipment. (ii) Seller is duly organized, existing and in good standing under the laws of the State of Delaware and Ireland 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 EFTA00315088 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 party:. (iii) 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. (b) Purchaser's Representations and Warranties. Purchaser hereby represents and warrants to Seller as follows, which representations and warranties shall survive the Closing: (i) Purchaser is duly organized, existing and in good standing under the laws of the State of Delaware and has full power and authority to execute and deliver this Agreement, to take title of the Aircraft from Seller, 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 Purchaser is a party. 9. LIMITATION OF WARRANTIES. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER SET FORTH IN SECTION 8, ELSEWHERE N 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 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 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. EFTA00315089 IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. 10. Breaches and Remedies. (a) (a) Failure by Purchaser to pay the Purchase Price at Closing in accordance with this Agreement, to deliver any Closing documents required by 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, shall, upon the actual or offered performance by Seller of all its obligations, and the failure by Purchaser to cure such failure within 15 days after Seller gives Purchaser notice of such failure, constitute a breach of this Agreement by Purchaser. (b) Failure by Seller to deliver the Aircraft in the condition required by this Agreement, the Warranty Bill of Sale or any other nosing documents required by this Agreement, 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, shall, upon the actual or offered performance by Purchaser of all of its obligations, and the failure by Seller to cure such failure within 15 days after Purchaser gives Seller notice of such failure, constitute a breach of this Agreement by Seller. In the event of such a breach by Seller, promptly upon the request of Purchaser, Escrow Agent shall return the Deposit to Purchaser, and, without limiting any remedies that may be available at law or in equity, all of which arc hereby expressly reserved, Seller agrees to reimburse Purchaser for all costs incurred by Purchaser for travel, inspection costs and for reasonable attorneys fees incurred in connection with the inspection of the aircraft, the negotiation of this Agreement and the transaction contemplated by this Agreement. (c) In the event of such a breach of this Agreement, each party hereto hereby reserves and shall have such rights and remedies as are available to such party at law or in equity as a result of the breach of this Agreement by the other party hereto; provided, however, that no party hereto shall be entitled to recover any incidental or consequential damages (which are hereby expressly waived by the parties hereto) as a result of the breach of this Agreement by either party hereto. 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. EFTA00315090 tt Performance, Force Majeure and Risk of Loss. (a) In the event that the Aircraft is destroyed or damaged prior to the (losing 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 go‘emment 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 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. 12. Other Matters. (a) Except as otherwise provided herein, neither party hereto may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding anything to the contrary provided in this Section 12, Purchaser may assign this Agreement or any rights or obligations hereunder to any affiliate of Purchaser without the prior written consent of Seller, provided that the assignee shall assume all liabilities hereunder. Notwithstanding anything to the contrary provided in this Section 12, both parties hereto shall be entitled to assign this Agreement (without the consent of the other party hereto) to a third party but solely for the purpose of qualifying this transaction as part of a like-kind exchange under Section 1031 of the Internal Revenue Code of 1986, as amended and Revenue Procedure 2000-37. Such assignment to a third party, 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. EFTA00315091 (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 modification or 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 permitted hereunder shall be in writing and, except as may otherwise be provided herein, shall be deemed to be given when delivered personally, or sent by internationally-utilized overnight delivery service on a priority basis, 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 Seller: I3ovale Developments, Inc. do Heritage Corporate Services Limited Heritage Hall Le Marchant Street Guernsey Attention: Terry Guille Email: and Bovale Developments Culcommon Batterstown EFTA00315092 c/o Meath Ireland Attention: Michael Bailey Email: If to Purchaser: I lyperion Air, Inc. 103 Foulk Road, Suite 202 Wilmington, DE 19803 Attention: Darren K. Indyke Fax: Email: with a copy to: Darren K. Indyke Darren K. Indyke, PLLC 301 East 66th Street, 10B New York, NY 10065 Fax: Email: (h) Any signatures on this Agreement may be transmitted via facsimile ore-mail (including without limitation in .pdf format), which signatures shall be deemed originals for all purposes if transmitted in accordance with Section I2(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. (i) The descriptive headings of the several sections of this Agreement are inserted for convenience of reference only and do not constitute a part of this Agreement. (k) All terms, covenants and conditions contained herein arc, and shall be, binding upon, and inure to the benefit of, the respective panics hereto and their respective legal representatives, successors and permitted assigns. EFTA00315093 (I) This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, excluding its conflicts of laws rules, and, to the extent applicable, the laws of the United States of America. (m) 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 shall not be materially and adversely affected thereby. (n) All payments provided for in this Agreement are to be made in United States Dollars. (o) Purchaser and Seller each agree to indemnify and hold the other harmless in respect of any claims for brokerage fees, finders fees, agent's commissions or other similar payments or forms of compensation which may be made against the other party as a result of the other party's involvement in the purchase or sale of the Aircraft. Seller represents and warrants that the only person or entity with whom Seller has any such arrangement and for which Seller shall be solely responsible is PremiAir Global. Purchase represents and warrants that it has no such arrangement with any person or entity. (Signature Blocks Appear on Following Pages) EFTA00315094 IN WITNESS WHEREOF, the parties to this Aircraft Purchase Agreement have caused it to be executed by their duly authorized representatives. SELLER: BOVALE DEVEJAENI NTS, INC., TRUSTEE ju, By: Name: John Wright Title: Secretary BOVALE DEVELOPMENTS. TRUSTOR By: Name: Title: PURCHASER: HYPERION AIR, INC. By: Name: Title: 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 hereof. Dated this day of February, 2012. INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Joan Roberts Title: Vice President 14 EFTA00315095 EXHIBIT A Serial Number: 49078 Registration: N901121. Manufacturer Date: 2001 Total Time Airframe: 1,660 hrs Equipment • Retractable Undercarriage • Pilot and Co-pilot Brakes • Supply of Emergency Floats • Air Conditioning • VIP Step 12114 passenger side • Particle Separator • Bleed Air Environmental Control System • Cockpit Boost Fan for ECS • Dual Flight Controls • Retractable Wheel Gear • Co-Pilot Wheel Brakes • Shadin Fuel Flow Indicators on IIDS • 48 Gal. Auxiliary Fuel Tank • Heated Glass Windshield • Ice/Refreshment Drawers • Wool Carpet • Custom cockpit storage • Quiet Zone Interior • Engine Plugs and Covers • Forward recognition lights with pulse • Whelen Strobe Light System with end lights on horizontal stabilizer • LED Lower Anti-Collision light • Devore tail rotor floodlight system • Dual Pane Windows • Thermal/Acoustic Insulation System for soundproofing cabin. • Cabin door activated overhead dome lights Exterior / Interior Flag blue exterior with Gold accent stripes. Cream leather upholstery in a 5 scat configuration with cabinet bar (Edwards & Associates interior). EFTA00315096 EXHIBIT A-I Avionics • Avionics Master Switch • Gold Crown Wiring I lamess • Dual AFCS w/Flight Director • Four Tube EMS • Dual King Gold Crown KTR-908 • Dual Nay KNR-634 • DME KDM-706 • Garmin GNS 500 • ADF KDF 806 • Transponder MST-67A • PS Engineering PAC 24 Audio Panel • RDR 2000 Weather Radar • Radar Altimeter • ELT- 406 mhz • Standby Attitude Ind. 3" • Honeywell KTA870 TAS System • Bose Headsets Engines Two Allison 250-C408 engines EFTA00315097 Date: EXHIBIT C DELIVERY RECEIPT Bell 430 helicopter Manufacturer's Serial No. 49078 N901RL Pursuant to the Aircraft Purchase Agreement (the "Agreement")dated February 28, 2012 (the "Agreement") by and between BOVALE DEVELOPMENTS, INC., Trustee, a Delaware corporation, and BOVALE DEVELOPMENTS, Trustor, a Irish company (together the "Seller"), and HYPERION AIR, INC., a Delaware corporation ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance of one Bell 430 helicopter bearing Manufacturer's Serial No. 49078 and U.S. Registration No. N90IRL, together with two (2) Rolls Royce model 250-C40B engines bearing Manufacturer's Serial Nos. CAE844167 and CAE844I69, and all avionics, equipment, systems, furnishings and accessories installed on, contained in or attached to said aircraft and/or engines, and also including all loose equipment that is normally or currently part of or associated with said aircraft and/or engines, and all aircraft records and documents associated with said aircraft, engines, avionics, equipment (including loose equipment), systems. furnishing and/or accessories, all as is more particularly described in Exhibit A and Exhibit A-1 attached to 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 in Seller's possession relating to the above-described aircraft, engines, avionics, equipment (including loose equipment), systems, furnishings and/or accessories (collectively, the "Aircraft"). Purchaser accepts the Aircraft at p.m., on , 2012 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 CAE844167): hours/cycles Engine No. 2 (MSN CAE844169): hours/cycles TOTAL LANDINGS AT DELIVERY: HYPERION AIR, INC. By: Name: Title: EFTA00315098 EFTA00315099