Epic Exhibit I

Case 3:09-cv-00628-AC

Document 13-5

Filed 07/10/2009

Page 1 of 9

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Aircraft Completion Services, LlC

COMPLETION ASSISTANCE AGREEMENT

~ is COfllpletion As-sistance Agreement ("Completion Agreement") is made and 'entered into as of this.$ cJ day of .A ~_l_ 20!!!!:- by and between Aircraft Completion Services, LLC, a Delaware limited liability company ("ACS"), ~u.<e' Avtj~, G.~("Amateur-Builder"or "AB").

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AB Contact Information:

5t; / ~.3'" ~ :;. -.J....,-r­ J S ..> Address Sell No t"c.~ &:i/p ~-.s.=-_ }llCelt# or DHome# 5'(p/ .... 30:}- 5ffJ City, State ()~ /61J~ rL M!59:sr-­ If AB is an entity, ~ state the organization: Oklo!

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~L!,~C

Telephone Wor1< #

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Zip code

33 <.f.3 .5(

The contract consists of this Completion Assist.an<;e Agreement, Exhibit A "Contract Price and Payment Schedule" and Exhibit B 'Completion Lisf. RECITALS A. ACS will perform its duties and obligations hereunder directly. or through contractors, partners or affifiates ("ACS Affiliate").

B. AB has entered into a Airframe Purchase Agreement ("Purchase Agreemenf')

with EPIC AIR, LLC, a Delaware fimited liability

company ("EPIC AJR"), to purchase an EPIC

Airframe Kit (as defined in the Purchase Agreement) ("EPiC Airframe Kit') from EPIC AIR. EPIC AIR will prepare a detailed "Basic Airframe" for the construction of the EPIC aircraft ("EPIC).

C. AB desires to complete the construction of an EPIC in accordance with the applicable provisions of the "Basic Airframe Specifications" through the purchase, incorporation and installation in the EPIC Airframe Kit and the requis~:e additional equipment and parts ("Construction Completion Process").

D. ACS personnel have substantial expertise and experience in the construction of aircraft like the EPIC. ACS personnel also have substantial Customer Initials~

expertise and experience regarding compliance with the requirements of the Federal Aviation Authority ("FAA") Experimental category FAR's. E. AB desires that ACS provide AB with expert assistance in connection with the completion of construction of the EPIC as well as with respect to governmental matters such as the application to the FAA for an "Experimental Certificate" (as defined in the Federal Aviation

for AB's EPIC. An

Regulations ("FAR"» of

Experimental Certificate is a type "Airworthiness Celrtificate" (as defined in FARs). F. ACS is wi!ling to provide these services to AB pursuant to the terms of this Completion Agreement. NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: Section 1.

COMPL.E!10~

ACS has prepared a detailed list ("Completion List") which is altach,~ hereto as Exhibit Band

Confidential: ACS LLC Page 1 of8 Copyright © 2006 AIR LLC. All rights reserved. R"vised 04/04/08

AIR Initials

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Case 3:09-cv-00628-AC

Document 13-5

which iidentifies certain additional equiplment and parts

whose

rAddiitional

Equipnllent

incorporation

or

and

Pants"')

as

installation,

appropriate, in the EPIC J!\irfr.ame tCrt would produce an EPIC that would be a hj~Jh qU<:lfity "Amat«~utr-Builf' (as defined in FAH) airGraft The­ equiprnent and parts identified in the C,omptet;io~ List as it may be aiJ'nended from tinle to time, are hereafter ooUectN'efy called the Q)lmpletion lUst

Filed 07/10/2009

Page 2 of 9

(g) Complete aU tasks, with ACS' assistance, in a timely manner that meets the schedules developed during thle Construction Completion Process and are required under the FAA Guidelines. Failure to compleb~ tasks within agreed schedule win prevent AErs aircraft from progressing further in the build process.

section 3.

ACS' HESPONSIBIUTIES

ACS shall:

Section 2._~~~TEld!~-8UILDER'SRES£~'4SI~!b..rDES, Amateur-BuHder shall: (a) Cause to be defrvered to ACS' facility the completed EPIC .~irframe t\1t owned by AB. ACS will assist AI3 'with lIogisti~ in the delivef)' of the EPIC p,jrfrarne Kit to ACS. (b) Use n~or\:abfe comtnerdal E~fforts to materialty participate activ~v and on a timely basis -vvith J!\.C,S during the various stages of the Construction Gornpletion Process iincluding, by way of exatnple and not by way of Hm~tatiolrl, those c~ct:MiUas id'3rltffied on Exhibiit A. (c} Pay J\CS per ~)1chedulie definedJ in f:xhibntA (·Contract Price") for ACS' cornpliete perfom"lance under this Connpfetion A!;J~~mlent as set 1rorth in Sec.tion 3. The Contract Price! d()€~ not incllude any sa~e!S, excise, transfE~r and similar taxes or d uties I' impostschar~Jes and fE~~ (collectively refen19d to hereinafter as .lllml)iosts") payabk3 with respEd to any equ;prnent or pants identifiEm in the Completion List as lit nlay be amendloo from tinrte to tirne as weJf as c3ny labor utilized dUring and as part of thla ConstnLJction Compledion Process.

(d) Prolmptfy after receipt of ACS' written noticE~, pay all Imposts or, if already paid by AGS, reimburse AGS for irts payrnent thelreof. (e) Upon ,ACS' request, revielN and approvE~ in a timely ,nannE~ trn~ schedules, tasks and rE~ted respons;bifrtiE~

developed

durin!}

the

Construction Complfetion Prooess.

(f) Amateur-BuiId43r's

Repres4~ntatirvE~. Desi~gnatle

and mainta~n at all times an individu~31 to represent Arnateur.. Builder vis-a-vis ACS jU3 Representathre") who shall (i) be aVdlilable to discuss with ACS nlatters ~;Jarding which ACS requires AS's ~nput, (ii) provide input and Imak1~ decisions prornptfy and in a comlrllerciafly reasonable time to allow A(;S to pelfonn rts duties under this Completion Agreement in ;an efficient and rontinuous manner, and (Wi) Ibt~ empoWl~red to bind AS regarding decisions lnadt~ by such AS RepresE~ntative.

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Customer Initials

(a) Execute and complete th4~ Construction Completion Process in a comp€~tent and timely fashion through the purchase of the equipment and parts identified on the Compl~etion List (as it may be amended from time to time) and their installation or incorporation, as appropriate, in the EPIC Airframe Kit in accordance with the Basic Airframe Specifications. Advise and provide input to AB, and coHaborate with AS on a timely and ongoing basis regarding aU requirements set forth in FAR and other FAA fJuidelines and directives regarding the prerequisites for AB to obtaining an Experimental Certfficalte for AS's EPIC_

'(b)

i(C) Provide detailed input, guidance and assistance regarding all aspects of governmental cornpliance including, without limitation, assistance in the preparation and processing of AS's application for an ExperimE~ntal Certificate, provided, however, that ACS does not guarantee that an Experimental Certificate or any JAjrworthiness Certificate will be obtained for AS's EPIC.

Section 4.

SUBSTITUTION AND ADon-'ON OF

~:;OMPLETIQN ITEMS

AS may propose: (a) th€ substitution of specified items of equipment Olr parts in ptalce of items of E~uipment or parts identified in the Completion [jst; or (b) the addmon of specified items to the Go.npletion List.

ACS shan review each such proposal and shan approve such proposHI if, in ACS' judgment, the substitution or addition in qUE~stion wm not diminish the quality of the oompleted EPIC, make the Construction Completion Process substantially more difficult or neg'atively impact the quality, completion schedule or likelihood of certification of the EPIC. ACS' approval shall not be unreasonably wittlheld or delayed. In the e~vent ACS approves a proposal, ACS shall present to AS a writbm offer pursuant to which J~CS would execute the proposed substitution or addition. ff AS acrepts ACS' written offer, Exhibit I., shall be appropriatHly amended t the Contract Price shaD be appropriately adjusted and the atdjustment shall be pctid in fuH by AS or ACS, as

Confidential: ACS LLC Pagt: 2 of8 OJpyright (;) 2006 AIR LLC. All rights reserved. Revised 04104108

AIR Initials

Case 3:09-cv-00628-AC

Document 13-5

approplliate, and ;~le Construction Completion Process shall continue with such change

incorporated as part thereof. Payment can be made by adding amount to AS's baiance and amortized OVE~r ren1aining months. In any evant an monies rnust be paid prior to cornpJetk)n.

Section S. .QpMPUmON OF EPICJ:,L

aircraft.. In the event dek3ys are anticipated, AGS shall provk31e AS "vitJh notice thereof. which vvill s.~t forth the basis of the delays and the anticipat€~d duration of the delays. NOTvVrrHSTANIOING ANYll-·t1NG COI'lTAINED HER.EIN TO THE CONTHARY, ACS SHALL NC)T BE LfABLE F()R ANY DELAY IN OR FAILUHE TO HAVE AB's EPIC COMPLETED ON ANY PRC>JECTED COMPLETlC>N DATE OR THER8\FTER FOR ANY CAUSE WrHATSOIEVER OR FOR ANY DAMAGES, DIRECT, INDIHECT. CONSEQUENTIAL. OR OTHER, RESULTING FROM SUCH DELl\Y OR FAILURE. (b) Cof:npfe~QD.. .AleS shall deliver to AB a ~vritt€~n notice (which nlay be an ernaill or aI fax) (UCompletion Notice") statinfJ that the

Construction Colmpletion Process is cornplete and AlB's EPIC is, accordingly, complete.. AB shaH have fiiteen (15) business days, a business day beioH a day other than a Sa1lJrday, Sunday or federal bankin9 holiday ("Business Day") to inspect the EPIC to determinle if 1ft is c(Jmpfete~. ff prior to the E~xpiratJi()n of sudl period AB delivers a reasonab'e, writtE~n punch r~5t to AGS identifying items that were a part of thH Construction ComplHtion ProCE~SS. as am€~ndedl, that must be remedi1ed, added or re~aced in order to cornpl1ete the EPIC, AC·S shall undertake to rer~edy such items in a conlmercialfy reasonable manner. AGS shall then deHvE~r a written ·Punch List Compl1etion NOtiCf~1J (which ITlay be~ an email or a fax) to AS, and AB shaH haVH ten (10) BusinHss Days to det~enT1ine~ if the punch list items have been n~nediE.~ and to deJivE~ a second vmtJte~n punch nst to .ACS IT AS beHevE~ any itern or items on the first punch list still requrre rernediatkH1. This punch I~st pnx;ess shall be repeated until AS acknowledge~s to ACS that thE~ EPliC is compf€!tE~. If AS does not deliver a pundh list to ACS before the expiration of any of the abovE~-identffiied periods, then AS shall be conclusively dE~errled to have aGknow1edge{j that the EPJC is conlpJ€~te. JU any time, AS ITlay terminate the runnin9 of any of such periods by delivterin~~ a written acknow1edgell'nent of comple1ion (which n143Y be an email or a fax) to ACS. (c) Trt1e and l:9sk. Title to the EPIC Airfran1e Kit shaH rE:~main at aU times with AB. 1-f1~e to an equipment and parts installed into thE~ EA Airtrame Kit and the risk of loss or damage regarding sarne, shall pass from .AGS toAB when

HJf?"r

said parts and cornponents cu-e installed or applied.

Page 3 of 9

purchased,

~[d} -As-Buitr. ACS shall provide "'lith respect to the completed EPllC -as-buitf' plans and specffications identifying parts and components included therein.

Section 6. RlSKS REGAROING THE EPIC

.ErolectE~j Completion. ACS shaH use reason~3~e c:omnlercial efforts to (X)mplete AB's

(a)

Customer Initials

Filed 07/10/2009

injury or death can occur as thE~ resuft of the existence or occurrence of n~~hanical and structural failures, adverse weather conditions, hU1nan error and other factors during the operation of an aircrafl The EPIC is intended to qualify as an KAmateur-Buitr aircraft as such term !~ defined in FAR. No EPIC lhas ever been submitted for a type certificate, its design does not meet the requirernents of Part 23 of FAR or any other regulatOfy design standard. The .AAlateur-Buitt category is an anomaly in the highly regulated world of general aviation; no governmental standalrd exists for the design, development and testing of these ~lircraft.

The category was introduced dec:8ldes ago under the conditions and purpose of individual 'education and recreation. Whiile the EPIC developer chose certain design criteria and tests to satisfy itsetf that th4~ product was suited for the mtended purpose. development and test budgets for designers and manufacturers of experimental Amateur-Buift aircraft. are substantiaHy different than those of designers and m:anufacturers of certified aircraft. Sjna~ AS is required to apply for :and obtain the Expe1imental Certificate, AS will have the duty and obligation to make the appropriate application for AB's EPIC. ACS has followed design critelria and performed tests to satisfy itself that the EPIC will be appropriate for irts intended use as defined by EPIC AfR. Likewise, ACS has followed des~1n criteria and performed tests to satisfy flsetf that the completed EPIC should be appropriate for its operation as an Amateur-·Buift aircraft IModifications andlolr substiMions of any ~~uipment and/or any parts of thE~ EPIC after AS has taken possession thereof rnay result in diminished or impain:~ structural, aerodynamic, control and/or perfoffilance dlaralcteristics which rnay create increased risks of SHvere personal injury. death or property damage. Section 7. ASSUMPTION OF RISK RELEASE t\ND INDEMNITY

J!\B acknowledges that AS understands the risks involved in the ownership and operation of an

Confidential: ACS LLC Page 3 of8 Copyright
Revised 04104108

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Case 3:09-cv-00628-AC

Document 13-5

Filed 07/10/2009

Page 4 of 9

unutual agreement of the parties (and such agreement to arbitrate win not be unreasonably vfltJlheld by either party) the foHovJ'ing win apply: 0) American Arbitration Assodation will conduct saKi arbitration; (fi) the substantive "law of the State of Oregon will apply; c) the procedural rules of the American Arbitration Association will apply; (iii) there will be a palnel of three (3) arbitrators, one (1) each chosen exclusively by each party .and one (1) chosen by both pa.rties by mutual ,agreement, if the parties cannot agree to the third arbitrator, the American Arbitration Association 'win appoint one; (iv) an hearings .and findings will be kept confidential and will not bE~ public record; and (v) choice of venue for the actual hearings

customilZations to the slc:,ndard EPIC, and the circumstances under which AB operates 1he EPIC. JI~CS and EPIC AIR do not represent as fact or warrant in any way the estirnated perfomlance infollnation. AB's agrees that Gill such information is fOr genera II guidance only.

Section 11. QJ~LE(~uION AND A:=?SIGN~~illJIr..

ACS shall halve the power and authority, in ~ts unfettered d~scretion, to assign any or aU its rights hereunder to la ACS Affiliate or ACS Affiliaf:e~ and to delegate any or all of its duties ;and obligations hereunder to a ACS Affiliate or AC·S A.ftlHates" 'In the eVE:~t thelt ACS delegates any of its du1jes or obligations to ACS Affiliate that expressly assumi~S perfofrrlance of such duties or obligations, AGS shall no longer in any way be responsible for, or lia~e rB!J8crding, such assumHd dutiles or obligations, indudin~~, 'Nithouf limitation. theirr performance. Subsequent to such a dele<Jation, AB shaflloolk only to such assumling ACS AffiliatE~ and such AGS Affiliate shall be tile' sale parly rl€~sponsible for, or liable regclrding, such assum!E~d duties or obligations, indudinlg without Jirnitafjon, their Performance. In the event of any such deteiJation of duties h.ereunder to an ACS Affiliate, SU(~l ACS Affiliate will a~5o be: entitled to ass1~ the rights and bE~nefits accrulingi to ACS uJnd€~ this Comp1etion Agreement

'win be in Bend. Oregon. (d) AttorneYS' Fees: Costs and Ex~. In any action or proceeding between thle parties hereto (induding any arbitration), the prevailing party will be entitled to recov€~r its reasonable attorneys' fees and other reasonable costs and expenses incurred, in addition to any other relief to which it may be entitled. (e) Severability and Waiver. (f any provision of this Completion Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then th€! remaining provisions will nev·erthefess renlain iin fun force and effect if the fundamental PUrpoSt3 of the oontract is not materially impacted, and the parties WIll negotiate in good faith a subs1titute valid and enforceable provision which moslt nearfy effE~cts the parties' intent in entering into this Completion Agreement Neither party's failure to exercise any of its rights hereunder shan constitute or be dE~med a waiver or forfeiture of any such rights.

I

This COITlpletiion l\!~reeme!nt is not assignable Of' transferable by AS 'Nfthout the prior written consent of A.CS.

Section ·I~~. Q_TI:ifILPROVISION~~

(f) late Payments. An customE~r payments are due when invoiced. Twenty days after the invoice date, aU unpaid invoices are past due and subject to an 18°k annual simple interest charge. If customer payments go past due 60 days, EA can stop progress, withhold mat~~ria's and parts; and allocate company resources to other customer projects. EA. at its sofe option may ship and store an incomplete aircraft at a srte other than Epic. Cost of transport and storage will be the sole responsibifity of AB.

(a) !!~Er~_._!:&.9~L Couns~J. AGS stronglly recomrnends that AS have this ()onlpletion Agreernent re"ie\lVca-d by Ilegal counsel before AB executes it, parbrCt..Ifany 9iven thE~ fact that this Completion Agreement limits and/or eliminatE~s various imlPor1anft rfrghts that AB rnight otherwise: enjoy vis-a-vis ACS and the ACS Affiliates.

(b) Jnd:e~fl(~n.Lg()ntradors.The relationship of the parties under this C()mpletion AgrE~eJnent is

that of independE~nt contractors and nE~ither party is an eimploYE~1 aglent, partner or joint venturer of the other. (e) QQyemirLQ.. la~[. This Completion J~greemen1:

(g) Buy-Back. If customer fails to make payments beyond 60 days past the invoice due date or stops worK ()n aircraft, EA at its option can buy back the aircraft at 500/0 of the payment history.

shaH be govE~med by and constrlJed under ttle laws of the S1:Clte of Oregon. The parties cc)nsent to the exclusive Jurisdiction of the statE~ and Federal courts in Deschutes County. Oregon. Either party, acting in good fahth. rnay at its respectivl9 sdle dirscretion requeslt arbitration as a method of dispute ne5oJution rather than lrogation. If eithE:~r party nequests arbitration, then upon

(h) Entire Agreement. This document and its attachments represent the entire agreement between the parties as to the n1,atters set forth herein and supersEK:1e aU pnor discussions, representations or understandrrngs between them, except for prior or contemporaneous agreements specifically reference·d herein. The

Custom~ Initials /

///

~

~

Confidential: ACS LLC Page: 5 of8 Copyright Ig:) 2006 AIR LLC. All rights reserved.. R<~ise:d

04/04108

AIR Initials

Case 3:09-cv-00628-AC

Document 13-5

Amateur-BuiH: aircraft like tile EPIC, including Ull~ risks identffil~d above. TO THE GREATEST EXTENT i\LLOWED BY P"PPLICABLE LA"V, A13 HEREBY V'IJ~IVES AND RELEASES AGS, ACS AFFILIATES AND ACS ()FFICERS, MEMBEHS AND EMPLC)YEES FROM EVEH'( KIND AND TYPE OF CLAIM, DAMAGE AND INJURY RESULTING FRC)~II OR ARISING OUT OF THE DESIGN, CONSTRUCTlON, ~AAINTEN,ANCEOH OPERP~TIOiN OF AS'S EPIC. TO n-flE GREATEST E:)CTENT ALUDWED BY APPLICJ~IBLE LAVV, AS SHALL IINDEMNIFY, DEFEND AND HC)LD AGS, ACS AFFILIATES AND ACS OFFICERS, MEF\~BERS AND EMPLC)YEES HAlRMLESS AGi\I!NST EVEHY KIND l\ND TYPE OF GLA1M, DAMAGE AND INJURY AGAINST ACS RESULT11~IG FROJ'v1 OH ARISING ()UT OF THE DESIGN, CONSTRUCTION OR MAINTEN.t\.NCE OF AB'S EPIC OR l\B'S OWNEHSHIP THEHEOF INCLUDiNG CILAJMS BASED ON THE NEGLIGENCE OF ACS, ACS AFFILIATES AND ACS OFFICEHS, MEMBERS AII~JD El\~PLC}YEES. TI1E~ assul'"nption of risk, release and indemnirty contained in this Section 7 are material factors in determinin~~ the Contract Pricla. If these le~gal protections for ACS Wiere substannany reduced, thB Contract Price inevitably would be substantiailly increased. Section 8. .QQ~.ill~:NTIAL INFORMAT1Q.~L (a) Confid~.!1tial lnformation. k3 used in 1his Section 8, the t€~ml "'Confidentia,1 Infonnati4:>n" shall rnean: (i) all information of ACS to be consid(~rEKJ confIdential, and rnarkE~d or disclosE~d (in wmjng or verbally) as "c:onfidEmtia!'" plior to disclosure to AB or within a reasonable tirne thereaiter; and (ii) aU infonTlation or data concerning or re~ted to the EPIC Ailfra~le KIT, the EPIC or ACS' business operations (inctuding sales cost's, profits, priCing methods, docum'lentation, procedures, organizations, employ"e€! lists, and processes).

(b) Ex;eluSlo!J§..:.. Notwithstandrng Clny provision ito the contrary, the provisions of this Section B shall not appty to any information that 0) is rightfully known to AB prior to disdosure; Oi) is rightfully obtarned by AS form a third party without any obligation of confu:li~ntiaHy: (iii) is ITlade available by ACS to the public without restJictions; (N) is independen~~r developed by AS without reference to any Confidentia,1 Infomlation of ACS;; or (v) is disclosed by AS wiith the prior written approval of ACS. (c) Noqdisdc2sure. Without ACS' express \mtten consent, AB shall not disdose to any person or entity (other than J\.8's agents or Bliapk)yees who

Customer

In+/1/

Filed 07/10/2009

Page 5 of 9

have a need to know and are under similar confidentiality obligations), or utllirze in any way that is harmful to ACS's business, any Confidential Infonnation, whether 'written, oral, or visual which AS may obtain from ACS, or otherwise discover in the perfonnance of this GOITIpJetion AgreemE~nt. Wrthout limiting the generalfty above, AB shaH ma;intain all such Confidential Information in confidence using no less than a reasonable degree of care. AS shall take reasonable stE~PS to ensure that no unauthorized person or entity has access to Confidential Information, and that aft authorized persons having access to Confidential Information refrain from any unauthorized disclosure. Section 94 GOYERNMENTAL COMPLIANCE

ACS shaH furnish to AS any information possessed by ACS and required to comply with 1the requirements of any governrnental agency iincJuding, without limitation, obtaining an Experimental Certificate from the FM.

Section 10.

REPRESENTATIONS AND'NARRANTIES

(a) ACS MAKES NC) REPRESENTATION OR 'WARRANTY AS TO THE COMPLETION CONSTRUCTION PROCESS OR WITH RESPECT TO AB'S EPIC. ACS DISCLAIMS .AND EXCLUDES ALL WARRANT1ES OR AGREEMENTS, EXPRESS, IMPLIED! STATUTORY OR 'OTHERWISE! WHETHER CONTAINED IN AI\lY PROVISION OF THIS COMPLETION AGREEMENT OR ARISING FROM COMMUNICATION OF ANY KIND WITH AB, AND ACS SPECilFICALLY DISCLAIMS ANY IMPLIED WARRPNrY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PUHPOSE, .I\CTUAL OR IMPUTED, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE. NO EMPLOYEE OR AGENT CtF ACS IS

AUTHORIZED

TO

MAKE

ANY

REPRESENTATIONS OR WARRJWTtES TO AS ON BEHALF OF ACS OR ACS PIFFJLlATES. TO THE EXTENT LEGALLY PRACTICABLE, ACS SHALL USE REASONABLE COMMERCIAL EFFORTS TO CAUSE REPRESENTATIONS AND WARRANTIES OF MANUFACTURERS AND SUPPLIERS OF fTE~~S ON THE COMPLETlON LIST TO BE TRANSFERRED TO AB OR THEIR BENEFITS BE MADE AVAILABLE TO AB.

(b) AS acknowfedges that all performance data presented in EPiC brochures or communicated to AS via any means are estimates. The actual performance of AB's EPIC will vary due to any number of factors induding, but not limited to, AB's ~ction of options, AS's irrlplementation of

Confidential: ACS LLC Page: 4 of8 Copyright. l© 2006 AIR LLC. All rights reserved. Reviseid 04104108

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Case 3:09-cv-00628-AC

Document 13-5

captions and headings used in this Completion Agreement are for convenience in referenGE~ only are not to be construed in any way as tE~rms or be used to interpret thE~ provisions of this Completion Agreemlent In,is Completion A£weennent miay onl~V be nrloc:iniled by written arnendrnent signed by an authorized representative of each party.

Filed 07/10/2009

Page 6 of 9

(j) Reacquisition of EPIC Airfranne Kit ACS is

HxtremeJy concerned that aU EPIC aircraft are

built to the highest standards ancl does not wish

any EPIC to be completed by builders who are

not ACS Affiliates. Thus, AS acknowledges that,

if for any reason this contract is not

Gonsummated with the delivery of a completed

EPIC to AS, ACS reserves the sole right to re­

acquire the EPIC Airframe Kit and all equipment

<3nd ACS work product incorporatE~d therein. If the

tennination is due to AS's dedskln not to proceed

(i) COl![~~rn~rts. This Completion AgreemE~nt may bEl signE.~·d in counterparts. A. fax transmission ofa signature p;a'ge willi be considered an original Stgnature pagEL J\t the request of al party, a palrty wiH confinn c:l fax­ transmitted sig nature page by delivering an original s~gnalture page to Jthe reqUlestin~~ party.

'Nith

of AS's

completion

EPIC,

ACS'

re­

acquisition price to AB that will be! 1/2 the sum of

payments made by AB to both Epic Air and ACS.

IN Wrn'JESS v\ll-iEREOF, the PClrties he~ret() havE~ entlered into this Completion Assisfance Agreement as of day ()ncl yeCJr first ~rritten. By si~3ninH bE~I()w J~B acknowledges that it has read, understood and agr~~s

the

to comlpty vvi1h the statE~menfs, specificcrtions, wCJiver!), terms and conditions of this Completion Assistance Agreerne:nt. This Con1ple~tion Assistance Agreement become binding on the parties only upon acceptance by t~(:S as evidencE~d by' a signoture ,w.

win

MMTEUR..BUIII)E:R ~/ ' / h

Aircraft Complelfion Services, LtC a Delaware Umited liability· Company

Da1e:~1'g(~~

By:

F~"/~~~--.

-

Nome:

Consen1' of Spouse,

if applicabJE~:: Title:

.

_

Date: Date: _.

_

"., -~-l 'l~ Amateur-Builder hereby appoints ~/~~"!?~ <..uu-!;le/tA-- os its AB Representotive, and grants AB

J.

Repres.entothre ttl€~ pow€ ! r and olLJthority to (Jct for and Qn behalf of Amoteur-Builder

with

respect to aU matters

concerning thle nn()nufacture~ and compleirion of AnnatE~ur-Buifderls EPIC aircraft.

m

~

u'ilder

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(

Dale

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customerIniti~ /II-;Y---

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Confidential: ACS LLC Page 60[8 Copyright ~d 2006 AIR LLC. All rights reserved. Revised ()4104108

AIR Initials

Case 3:09-cv-00628-AC

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Filed 07/10/2009

Page 7 of 9

r'~

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Exhibit: A tjD

C()mptE~tion Assistance

Agreernent

CONTRJ,Cr PRICE ANO PAYMENT SCHEDULE

Purch~~~l~;c~,;,

A.CS (:onstruction C:ompLetion Process for Base Model

S 65iO,000.00

Pay!!!elt:!!~f:t~jule:

6th Invoice of $"130,,000 upon A~CS' commencenlent and two months after airframe production begins. Jth Invoice of S130" ()()() three fnonths after airframe production begi ns. 8th Invoice of S~130,,0<)() four rnonths after airframe production begins. 9th Involce of S"130 J,(X)0 fiv42 nllonths after airframe production begins '10th Invoice of S130,OOO six nl0nths after airframe production begins.

A.. B..

c. Df. E..

Invoices will. see additional a.mounts as options are slelected. "The attached modE~l indicates how options will be includ~d in th€~ monthly

cash flow invoices.

*-nllS nrlonthly lXkyment schE~ute does not indicate aircraft delivery date. Payrnents for additiional airframe andl avionics options as required by ACS may be invoiced at any time upon selection and approval. AU payments are to be pajd prior to first flight or receipt of amateur aiinN'orthiness. Payrnents are due promptly upon receipt of each Invoice Date pE~r section 12, subsection (f) and (g) of this agreetTlent. Fiinal payment of any renlaining a,nounts due ul)<)n acceptance of AB's flying EPIC. All

taxes, duties, fees and imposts will be due upon invoice by AC5.

0'1 adjustments may be a.mortized oyer all ~invClices. NOt:E~:

··This completion process does not include construction requirennents covered by the FAR's, which

are the responsibility of AB. Pl,e.as,e nlake payments payabl4= to:

Aircraft Completion Services, LLC 22590 Nelson Road

Bend OR 9n01-'9701 7

d

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Customer Initials

Confidential: ACS LLC Page 7 of8 C~YJright: (0 2006 AIR .LLC_ An rights reserved. Revised 04/04/08

AIR Initials

Case 3:09-cv-00628-AC

Document 13-5

Filed 07/10/2009

Page 8 of 9

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C~j~7/;~/ IJ'-" ..•' Exhil)it

B~

tCj.

~urlcraft

9~_,..::..,..

.:ompletion

~~grE~ment

Cornpl,etion List

Additional Equ:ipment and Parts

Pratt: Whiitney PT6-67A (new)1 Standard Avionics to include: FuiUl IFR Capable 6 pack:: Ajrspeed Indicator '-urn and Bank Indicator J,rtificial Horizon A1timeter C~irection Gyro V'ertical Speed Indicator Co.nnpass Ele~ctronic International MVP··~jO Engine Computer 1 (;arnnin GNS-430 jGPS, 1 C[)\i PS Engineering PMt,-6000 ,Aurelio Panel Garmin GTX-327 TranspondE~r

TrliTrak DigiFlight UVSG Hartzell

t~ut()pilot

~~··blade Full Feath~?r Propel.ler

Standard 6-Pl.ace Interior SjngtE~stage White

Paint Scherne \Alith Siingle Stripe

Standard IDe-lc4= Boots and tiot Prop Control Systems for AU Contrail Surfaces Trailing Link Landing gear;:, "Nheels, IBrakes and Actuators l

Engin~~ Mount

"nth Integral Nose lGear

Windshielld and Side Windows

All

MachinE~

Parts R.equired to <:ornptete lAirframe

Note: EA may change, add or delete any parts or conlponents from this list as specifications or requirernents Cha~. ~}e.

~

Customer Initials _

. I

~

Confiderltial: ACS LLC Page 8 of 8 Copyright ~) 2006 AlR LLC. All rights reserv~i Revised 04/04/08

AIR Initials

Case 3:09-cv-00628-AC

.IUDI~R

TO

Document 13-5

Filed 07/10/2009

Page 9 of 9

CC)MP]~/ETJ[.)'Ni~SSISTANCE j~G]lliEME1'[T

T'llis l~ider is hereby attacb,ed to the C:ornpletion Assistance AgreeJDlent dated April j'd~1 2008 (tJle "Agreement"}, betvieen i\ircraft Completion Services:, LLC ("ACS") and Blue: Skyr A 'vgroup, LLC ("Purchaser") ancl made a part thereof and ll1corporated therein. 1. Tble following is hereb:y added at the end of the first paragraph of Section 11: "In the event that and EA Affiliate to ~fl)j_ch .EPl has assigned its rights in this Agreement shall def:ault 'under this Agree~m,ent alld SlLCh default shall not be cured, Ej\ shall nevertheless be liable for such EA. Affiliate's obligations und-er this AgreeJment."

2. TIle following is h.ereb:V added at the end of the seconci paragraph of Section 11: "Such consent shall not be unreas~nablyv.;ithheld or delayed."

Utk' Mhc.e$

$) ~

3. I~i\ agrees to send alll~~~s UIJlder this Agreemt~nt to Purchaser by Certified

Mail. 4-. III. the event that either pa~{ shall irlstitute arbitration or litigation against the other, any penalties assessed ~lnder this A~greenlent, including, without linJitatioll, those assessed under subsections 00 and (g) of Section 12, will be tolled until true termination of the arbitration or litigation. 5. Section 12(g) shall apply 0111:y to failure to make paYInents be)fOnd ninety (90) days.

AIRCRJ\Fl'

(~OlVIPLETION

BJL.. UE SKY A '/GltOUP, L]LC

SERVIC~ES~~ I.JL(:

By: T'itle:

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