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EFTA00313286 | EFTA00313289 EXHIBIT A PLAN OF COMPLETE LIQUIDATION OF HYPERION AIR, INC. 1. Purposes of the Plan. This Plan of Complete Liquidation ("Plan") provides for (a) the disposition of all assets, if any, of Hyperion Air, Inc., a Delaware corporation (the "Corporation"); (b) the payment, by and on behalf of the Corporation, of the liabilities and obligations, if any, of the Corporation to the extent that the Corporation has sufficient assets; and (c) the dissolution of the Corporation. To the extent that the Corporation has assets remaining after the payment, or the provision for payment, of all of its liabilities and obligations, if any, to all of its creditors, such assets shall be distributed to the Corporation's sole stockholder on or before December 31, 2013, and the Corporation shall cease the conduct of any business. This Plan shall be submitted to the sole stockholder of the Corporation for the approval thereof in accordance with the provisions of Sections 275 of the General Corporation Law of the State of Delaware (the "GCL") and shall be deemed to be approved and shall become effective as of the date on which this Plan is approved by the Corporation's sole stockholder in accordance with the provisions of Section 228 of the GCL (the "Effective Date"). 2. Payment of Liabilities: Distribution. 2.1 To the extent that the Corporation has any assets of any nature remaining after the payment of liabilities, the Corporation shall distribute such assets in accordance with the provisions of Section 331 of the Internal Revenue Code of 1986, as amended (the "Code"). Pursuant to the Plan: 2.1.1. The Corporation shall pay the Corporation's known, ascertained and due obligations, if any, and such other obligations as the sole director of the Corporation, in his discretion, may direct or for which he may otherwise make adequate and suitable provisions. 2.1.2. The Corporation shall distribute, in one or more distributions, in cash or in kind, the Corporation's remaining assets, if any, directly to the sole stockholder of the Corporation, with such stockholder receiving such portion of the total assets to be distributed as may be provided by applicable law and the Corporation's Certificate of Incorporation. 2.2. The final payment of all of the Corporation's liabilities, if any, and the final distribution of remaining assets, if any, by the Corporation to its sole stockholder pursuant to Section 2.1 of this Plan will occur not later than December 31, 2012. Any fi nal distribution of assets will be in redemption and cancellation of all shares of Common Stock of the Corporation as full satisfaction of the rights of the 1 EFTA00313289
April 27, 2026 at 4:46 AM