LETTER OF INTENT February 7, 2019 ASI Wings LLC 151 Farmington Avenue Hartford, CT 06156 Re: 2008 Keystone (Sikorsky) S-76C Helicopter Serial No. 760750. U.S. Registration No. N722JE Ladies and Gentlemen: Hyperion Air, LLC ("Purchaser") hereby expresses its intent to purchase from ASI Wings LLC ("Seller") that certain 2008 Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S- 76C-HF), bearing Manufacturer's Serial No. 760750 and U.S. Registration No. N722JE, with two (2) Turbomeca Arriel 2S2 engines, together with all avionics, equipment (including loose equipment in the Seller's possession), systems, furnishings and accessories installed on, contained in, attached to or associated with said helicopter and engines, and Seller's entire inventory of spares associated with said helicopter, 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 required by the FAA to be 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: I. The total purchase price for the Aircraft shall be the sum of Two Million Eight Hundred Fifty Thousand United States Dollars ($2,850,000.00 USD) payable as follows: (a) Within two (2) business days after Seller's acceptance of this Letter of Intent ("Lon, Purchaser shall wire transfer a fully refundable Five Hundred Thousand U.S. Dollar (US $500,000.00) deposit (the "Deposit") to Insured Aircraft Title Service, Inc., Oklahoma City, Oklahoma, Attn: Joan Roberts, Vice President (the "Escrow Agent"), in favor of Seller with specific reference to the Aircraft, which Deposit shall be held in escrow and disbursed in accordan