LETTER OF INTENT February 14, 2019 ASI Wings LLC 151 Farmington Avenue Hartford, CT 06156 Re: 2008 Keystone (Sikorsky) S-76C Helicopter Serial No. 760750. U.S. Reg. No. N722JE and 2008 Keystone (Sikorsky) S-76C Helicopter Serial No. 760714. U.S. Reg. No. N152AE Ladies and Gentlemen: Hyperion Air, LLC ("Purchaser") hereby expresses its intent to purchase from ASI Wings LLC ("Seller") both: (a) 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, 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 (b) that certain 2008 Keystone (Sikorsky) S-76C helicopter (sometimes referred to as a S- 76C-HF), bearing Manufacturer's Serial No. 760714 and U.S. Registration No. N152AE, with two (2) Turbomeca Arriel 2S2 engines, 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; Together with Seller's entire inventory of spares associated with either or both of the above- described helicopters, 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 helicopters 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: 1. The total purchase price for both of the Aircraft shall be the sum