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' SkfI Avtj~, G.~("Amateur-Builder"or "AB").

AB Contact Information:

If AB is an entity, ~
state the organization: Oklo! .5!r .4~
~L!,~C 5t; / ~.3'" ~ :;. -.J....,-r­
J S ..>
Telephone Wor1< #

Address Sell No t"c.~ &:i/p ~-.s.=-_ }llCelt# or DHome# 5'(p/ .... 30:}- 5ffJ

City, State ()~ /61J~ rL M!59:sr-­

Fax r
i 7 7 ... ~r r=} - ? .;z "
Zip code 33 <.f.3 .5( E-Mail flM;.f ltA.":beIA . GOn?

The contract consists of this Completion Assist.an<;e Agreement, Exhibit A "Contract Price and Payment
Schedule" and Exhibit B 'Completion Lisf.

RECITALS expertise and experience regarding compliance

with the requirements of the Federal Aviation
A. ACS will perform its duties and Authority ("FAA") Experimental category FAR's.
obligations hereunder directly. or through
contractors, partners or affifiates ("ACS E. AB desires that ACS provide AB with
Affiliate"). expert assistance in connection with the
completion of construction of the EPIC as well as
B. AB has entered into a Airframe with respect to governmental matters such as the
Purchase Agreement ("Purchase Agreemenf')
application to the FAA for an "Experimental
with EPIC AIR, LLC, a Delaware fimited liability
Certificate" (as defined in the Federal Aviation

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

Regulations ("FAR"» for AB's EPIC. An

Airframe Kit (as defined in the Purchase Experimental Certificate is a type of

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").
"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~

D. ACS personnel have substantial expertise ACS has prepared a detailed list ("Completion
and experience in the construction of aircraft like List") which is altach,~ hereto as Exhibit Band
the EPIC. ACS personnel also have substantial

Confidential: ACS LLC

Customer Initials~ Page 1 of8 AIR Initials
Copyright © 2006 AIR LLC. All rights reserved.
R"vised 04/04/08

rtV~{'@lt ~'~ .rytf'

fl.:~~R~ .' 1/.-:0 ... ~ ~
Case 3:09-cv-00628-AC Document 13-5
which iidentifies certain additional equiplment and
parts rAddiitional Equipnllent and Pants"')
whose incorporation or 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
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!}
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 r
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.
__ &/'/1
Customer Initials
Confidential: ACS LLC
,/ / OJpyright (;) 2006 AIR LLC. All rights reserved.
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
as
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:
(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.
'(b) 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_
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.
the 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
Pagt: 2 of8 AIR Initials
Revised 04104108
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
(a) .ErolectE~j Completion. ACS shaH use
reason~3~e c:omnlercial efforts to (X)mplete AB's
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
H-
Customer Initials
Jf?"r
Confidential: ACS LLC
Page 3 of8
Copyright <!, 2006 AIR LLC. All rights reserved.
Revised 04104108
Filed 07/10/2009 Page 3 of 9
said parts and cornponents cu-e purchased,
installed or applied.
~[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
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
AIR Initials
Case 3:09-cv-00628-AC Document 13-5
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
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~~
(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:
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
~
///
Custom~ Initials ~ Page: 5 of8
/ Copyright Ig:) 2006 AIR LLC. All rights reserved..
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
'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
I 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.
(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.
(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.
(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
Confidential: ACS LLC
AIR Initials
R<~ise:d 04/04108
Case 3:09-cv-00628-AC Document 13-5 Filed 07/10/2009 Page 5 of 9

Amateur-BuiH: aircraft like tile EPIC, including Ull~ have a need to know and are under similar
confidentiality obligations), or utllirze in any way
risks identffil~d above. TO THE GREATEST
that is harmful to ACS's business, any
EXTENT i\LLOWED BY P"PPLICABLE LA"V, A13 Confidential Infonnation, whether 'written, oral, or
HEREBY V'IJ~IVES AND RELEASES AGS, ACS visual which AS may obtain from ACS, or
AFFILIATES AND ACS ()FFICERS, MEMBEHS otherwise discover in the perfonnance of this
AND EMPLC)YEES FROM EVEH'( KIND AND GOITIpJetion AgreemE~nt. Wrthout limiting the
TYPE OF CLAIM, DAMAGE AND INJURY generalfty above, AB shaH ma;intain all such
RESULTING FRC)~II OR ARISING OUT OF THE Confidential Information in confidence using no
less than a reasonable degree of care. AS shall
DESIGN, CONSTRUCTlON, ~AAINTEN,ANCEOH
take reasonable stE~PS to ensure that no
OPERP~TIOiN OF AS'S EPIC. TO n-flE
unauthorized person or entity has access to
GREATEST E:)CTENT ALUDWED BY Confidential Information, and that aft authorized
APPLICJ~IBLE LAVV, AS SHALL IINDEMNIFY, persons having access to Confidential
DEFEND AND HC)LD AGS, ACS AFFILIATES Information refrain from any unauthorized
AND ACS OFFICERS, MEF\~BERS AND disclosure.
EMPLC)YEES HAlRMLESS AGi\I!NST EVEHY
KIND l\ND TYPE OF GLA1M, DAMAGE AND Section 94 GOYERNMENTAL COMPLIANCE
INJURY AGAINST ACS RESULT11~IG FROJ'v1 OH
ARISING ()UT OF THE DESIGN, ACS shaH furnish to AS any information
CONSTRUCTION OR MAINTEN.t\.NCE OF AB'S possessed by ACS and required to comply with
EPIC OR l\B'S OWNEHSHIP THEHEOF 1the requirements of any governrnental agency
iincJuding, without limitation, obtaining an
INCLUDiNG CILAJMS BASED ON THE
Experimental Certificate from the FM.
NEGLIGENCE OF ACS, ACS AFFILIATES AND
ACS OFFICEHS, MEMBERS AII~JD
Section 10. REPRESENTATIONS AND'NARRANTIES
El\~PLC}YEES. TI1E~ assul'"nption of risk, release
and indemnirty contained in this Section 7 are
(a) ACS MAKES NC) REPRESENTATION OR
material factors in determinin~~ the Contract Pricla.
'WARRANTY AS TO THE COMPLETION
If these le~gal protections for ACS Wiere CONSTRUCTION PROCESS OR WITH
substannany reduced, thB Contract Price RESPECT TO AB'S EPIC. ACS DISCLAIMS
inevitably would be substantiailly increased. .AND EXCLUDES ALL WARRANT1ES OR
AGREEMENTS, EXPRESS, IMPLIED!
Section 8. .QQ~.ill~:NTIAL INFORMAT1Q.~L STATUTORY OR 'OTHERWISE! WHETHER
CONTAINED IN AI\lY PROVISION OF THIS
COMPLETION AGREEMENT OR ARISING
(a) Confid~.!1tial lnformation. k3 used in 1his FROM COMMUNICATION OF ANY KIND WITH
Section 8, the t€~ml "'Confidentia,1 Infonnati4:>n"
AB, AND ACS SPECilFICALLY DISCLAIMS ANY
shall rnean: (i) all information of ACS to be IMPLIED WARRPNrY OR CONDITION OF
consid(~rEKJ confIdential, and rnarkE~d or disclosE~d
MERCHANTABILITY OR FITNESS FOR A
(in wmjng or verbally) as "c:onfidEmtia!'" plior to PARTICULAR PUHPOSE, .I\CTUAL OR
disclosure to AB or within a reasonable tirne IMPUTED, OR ANY IMPLIED WARRANTY
thereaiter; and (ii) aU infonTlation or data ARISING FROM COURSE OF PERFORMANCE
concerning or re~ted to the EPIC Ailfra~le KIT, OR DEALING OR USAGE OF TRADE. NO
the EPIC or ACS' business operations (inctuding EMPLOYEE OR AGENT CtF ACS IS
sales cost's, profits, priCing methods, AUTHORIZED TO MAKE ANY
docum'lentation, procedures, organizations, REPRESENTATIONS OR WARRJWTtES TO AS
employ"e€! lists, and processes).
ON BEHALF OF ACS OR ACS PIFFJLlATES. TO
THE EXTENT LEGALLY PRACTICABLE, ACS
(b) Ex;eluSlo!J§..:.. Notwithstandrng Clny provision ito
SHALL USE REASONABLE COMMERCIAL
the contrary, the provisions of this Section B shall
EFFORTS TO CAUSE REPRESENTATIONS
not appty to any information that 0) is rightfully
AND WARRANTIES OF MANUFACTURERS
known to AB prior to disdosure; Oi) is rightfully
AND SUPPLIERS OF fTE~~S ON THE
obtarned by AS form a third party without any
COMPLETlON LIST TO BE TRANSFERRED TO
obligation of confu:li~ntiaHy: (iii) is ITlade available
AB OR THEIR BENEFITS BE MADE
by ACS to the public without restJictions; (N) is
AVAILABLE TO AB.
independen~~r developed by AS without reference
to any Confidentia,1 Infomlation of ACS;; or (v) is
(b) AS acknowfedges that all performance data
disclosed by AS wiith the prior written approval of
presented in EPiC brochures or communicated to
ACS.
AS via any means are estimates. The actual
performance of AB's EPIC will vary due to any
(c) Noqdisdc2sure. Without ACS' express \mtten
number of factors induding, but not limited to,

In+/1/
consent, AB shall not disdose to any person or
AB's ~ction of options, AS's irrlplementation of
entity (other than J\.8's agents or Bliapk)yees who

Confidential: ACS LLC

Page: 4 of8 AIR Initials
Customer
Copyright. l© 2006 AIR LLC. All rights reserved.
Reviseid 04104108
Case 3:09-cv-00628-AC Document 13-5 Filed 07/10/2009 Page 6 of 9

captions and headings used in this Completion

Agreement are for convenience in referenGE~ only (j) Reacquisition of EPIC Airfranne Kit ACS is

are not to be construed in any way as tE~rms or be HxtremeJy concerned that aU EPIC aircraft are

used to interpret thE~ provisions of this Completion built to the highest standards ancl does not wish

Agreemlent In,is Completion A£weennent miay any EPIC to be completed by builders who are

onl~V be nrloc:iniled by written arnendrnent signed by not ACS Affiliates. Thus, AS acknowledges that,

an authorized representative of each party. if for any reason this contract is not

Gonsummated with the delivery of a completed

(i) COl![~~rn~rts. This Completion AgreemE~nt EPIC to AS, ACS reserves the sole right to re­

may bEl signE.~·d in counterparts. A. fax acquire the EPIC Airframe Kit and all equipment

transmission ofa signature p;a'ge willi be <3nd ACS work product incorporatE~d therein. If the

considered an original Stgnature pagEL J\t the tennination is due to AS's dedskln not to proceed

request of al party, a palrty wiH confinn c:l fax­ 'Nith completion of AS's EPIC, ACS' re­

transmitted sig nature page by delivering an acquisition price to AB that will be! 1/2 the sum of

original s~gnalture page to Jthe reqUlestin~~ party. 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
theday ()ncl yeCJr first ~rritten. By si~3ninH bE~I()w J~B acknowledges that it has read, understood and agr~~s
to comlpty vvi1h the statE~menfs, specificcrtions, wCJiver!), terms and conditions of this Completion Assistance
Agreerne:nt. This Con1ple~tion Assistance Agreement win
become binding on the parties only upon
acceptance by t~(:S as evidencE~d by' a signoture <of ern authorized representative bek>,w.

MMTEUR..BUIII)E:R Aircraft Complelfion Services, LtC

~/ ' / h a Delaware Umited liability· Company

F~"/~~~--- By: -
. Da1e:~1'g(~~
Nome:
Consen1' of Spouse, if applicabJE~::
Title: . _

Date:
Date: _. _

"., -~-l 'l~

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

~'--­

( Dale

.10 1aU7,2c~#

customerIniti~
/II-;Y---
Confidential: ACS LLC
Page 60[8
Copyright ~d 2006 AIR LLC. All rights reserved.
Revised ()4104108
AIR Initials
Case 3:09-cv-00628-AC Document 13-5 Filed 07/10/2009 Page 7 of 9

r'~

e:.;r-:- ~u,~

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:

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

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

/~
Customer Initials Page 7 of8 AIR Initials
C~YJright: (0 2006 AIR .LLC_ An rights reserved.
Revised 04/04/08
Case 3:09-cv-00628-AC Document 13-5 Filed 07/10/2009 Page 8 of 9

(='
C~j~7/;~/
IJ'-" ..•' 9~_,..::..,..

Exhil)it B~ tCj. ~urlcraft .: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
A1timeter J,rtificial Horizon
V'ertical Speed Indicator C~irection Gyro
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 t~ut()pilot

Hartzell ~~··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.

~
~ Confiderltial: ACS LLC
Customer Initials _ Page 8 of 8 AIR Initials

. I Copyright ~) 2006 AlR LLC. All rights reserv~i

Revised 04/04/08
Case 3:09-cv-00628-AC Document 13-5 Filed 07/10/2009 Page 9 of 9

.IUDI~R TO 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(:

f'/ 4/
By: B:v: #4"v~=L1~ ~~
T'itle: /"
v