EFTA00606135.pdf

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 .Nircma 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. (in 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 betelit. (e) This Agreement may be executed in one or more counterparts. and all such counterparts shall constitute one and the same instrument. EFTA00606135  (0 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 part): If to Seller: Royale Developments. Inc. Co Heritage Corporate Seniccs Limited Heritage Hall Attention: 'ferry Chalk. Bovale Developmetth, Culcommon own Attention: Michael Bailey If to Purchaser. Attention: Darren K. Ind*. MEM with a copy to: Darren K. Indyke Darren K. Indyke. PLI C EFTA00606136  (h) Any signatures on this Agreement may be transmitted via facsimile or e-mail Irklading without limitation in .pdf to mat). svhich signatures shall be deemed originals for all purposes if transmitted in accordance with Section I2(g) above (1) 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 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 are, and shall be, binding upon, and inure to the benefit of, the respective panics hereto and their respective legal representatives, successors and permitted assigns. This Agreement shall be construed and enforced in accordance with the laws or 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 he invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not in itself affect the remaining clauses, provisions and sections hector: so long as the rights or obligations of the panics shall not be materially and adversely affected thereby. (n) All payments pros ided for in this Agreement are to be made in United States Dollars. (o) Purchaser and Seller each agree to indemnity and hold the other harmless in respect ofany claims for brokerage fees, finders fees, agent's commissions or other similar payments or forms orcompensatton which may be mane 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 thatIt has no such arrangement with any person or entity. EFTA00606137  (Signatun: Blocks Appear un Following l'agcs) EFTA00606138  IN WITNESS WHEREOF, the panics to this Aircran Purchase Agreement ha.: caused it to be executed by their duly authorized representatives SELLER, BOVALE I =I • 'IS "FRUS I Et By: Name. John Wright Title: Secretary BO‘)1010011011. By:, Name Ai/ e.-.44 ,,ce, e.7 Title Gobi - At: 2.w 44 j pt !Etc' HYPERION AIR, INC By:_ _ _ Name: fide: INSURED AIRCRAFI"IIII,E 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 hereof. Dated this day of February, 2012 INSURED AIRCRAFT TITLE SERVICE, INC. By: Name: Joan Roberts Title: Vice President 14 EFTA00606139  EXHIBIT A Serial Number: 49078 Registration: N901RI. Manufacturer Date: 2001 Total Time Airframe: 1,660 bra Equipment • Retractable Undercarriage • Pilot and Co-pilot Brakes • Dual Controls • Air Conditioning • VIP Step R/11 passenger side • Panicle 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 LIDS • 48 Gal. Auxiliary Fuel Tank • Heated Glass Windshield • IcedRefreshment Drawers • Wool Carpet • Custom cockpit storage • Quiet Zone Interior • Engine Plugs and Covers • Forward recognition lights with pulse • W'helen Strobe Light System with end lights on honzontal stabilizer • LED Lower Anti-Collision light • Des ore tail rotor floodlight system • Dual Pane Windows • ThermoliAcoustic 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 seat configuration with cabinet bar (Edwards & Associates interior). EFTA00606140 EFTA00606141  Elate EXHIBIT C DELIVERY RECEIPT Bell 430 helicopter ?Manufacturer's Serial No, 49078 N901111. Pursuant to the Aircraft Purchase Agreement (the "Agreement") dated February 2012 (the "Agreement") by and between BOVALE DEVELOPMENTS, INC., TRUSTEE. a Delaware corporation ("Seller'), and HYPE.RION AIR,INC.. a Delaware corporation ("Purchaser"), Purchaser hereby acknowledges the delivery and acceptance ofone Bell 430 helicopter bearing Manufacturer's Serial No. 49078 and U.S. Registration No. N90112L, together with two (2) Rolls Royce model 250- C.40B engines bearing Manufacturer's Serial Nos. CC 844167 and CAE 844169 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 nominally or O1/71:1diY pan ofor 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 an/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 Taw TIME ON ENOLNES AT DELIVERY: Engine No. I (MSN CAE 844167): bourse) cles Engine No. 2 (MSN CAE 844169): hourscycles TOTAL IAND1NOS AT DELIVERY' IlYPERION AIR, INC. By: Name: Title: rtat,. EFTA00606142 EFTA00606143 Ircland.com Mail: N901121. Bovale Developments inc Page I of 5 I reland.com Mail mickbaileyca ireland.com N901RL Bovale Developments inc From : Terry Guille [email protected],g> Tue, 21 Feb, 2012 10:18 Subject : N901RL Bovale Developments inc To : 'Michael Bailey' <[email protected]> Dear Mick Please sec below where I have advised the Title Agents. Joan Roberts at IATS, that the release of sale documents signed by the Owner Trustee is dependent on transfer by them from sale proceeds of the amount outstanding to Heritage. If need he please would you authorise Joan Roberts to make this payment. The outstanding amount due to I ieritage is made up as Ibllows: Courier £55.00 Sale £250.00 Late payment charges to 01/02/12 £385.20 Dissolution £300.00 Delaware Agents Fee & State Taxes £262.00 Annual Fee 2011 £1,605.00 Paid on account -£930.90 Annual Fee 2012 £1,450.00 £3,376.30 Thanks Ibr dealing with this and also the earlier payment at the end of Det.t.mherib ditlituh circumstances tbr vou. Kind regards Terry https://mail.ireland.com/zimbra/h/message?si=2&so=0&sc=27179&sfi=2&st=messag... 21/02/2012 EFTA00606144 EFTA00606145