Common use of Additional Closing Conditions Clause in Contracts

Additional Closing Conditions. (1) The obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect the Additional Closing is subject to the fulfillment or written waiver by Purchaser and the Company prior to the Additional Closing of the following conditions: (A) the Company shall have delivered the Additional Shares Notice during the Additional Shares Notice Period; (B) no provision of any United States or non-United States Law of any Governmental Entity and no Order shall prohibit the Additional Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and (C) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effect. (2) The obligation of Purchaser to consummate the purchase of the Additional Shares to be purchased by it at the Additional Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Additional Closing of each of the following conditions: (A) the Company shall have performed and complied with in all material respects all obligations under this Agreement required to be performed by it at or prior to the Additional Closing; (B) the Company Fundamental Representations shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect; (C) Purchaser shall have received a certificate, dated as of the Additional Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(f)(2)(A) and Section 1.2(f)(2)(B) have been satisfied; (D) Purchaser shall have received a certificate of the Secretary of the Company, reaffirming the matters set forth in the certificate of the Secretary of the Company delivered at the Initial Closing as of the date of the Additional Closing; (E) since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. (3) The obligation of the Company to effect the Additional Closing is subject to the fulfillment or written waiver by the Company prior to the Additional Closing of the following additional conditions: (A) Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Additional Closing; (B) the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Additional Closing without giving effect to any materiality or similar qualifications set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date of this Agreement or some other date will be true and correct as of such other date; and (C) the Company shall have received a certificate signed on behalf of Purchaser by an authorized officer certifying to the effect that the conditions set forth in Section 1.2(f)(3)(A) and Section 1.2(f)(3)(B) have been satisfied.

Additional Closing Conditions. (1) The obligation of Purchaser, on Notwithstanding anything to the one handcontrary, and unless expressly waived in writing in advance by the CompanyPurchaser (any such waiver by the Purchaser shall be applicable only as to the Closing and shall not be deemed a waiver of such condition as to future closings, on if any), and only to the other handextent expressly waived, to effect the Additional Closing is shall be conditional upon and subject to the fulfillment satisfaction or written waiver by Purchaser and the Company prior to the Additional Closing of the following conditions: (A) the Company shall have delivered the Additional Shares Notice during the Additional Shares Notice Period; (B) no provision of any United States or non-United States Law of any Governmental Entity and no Order shall prohibit the Additional Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and (C) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effect. (2) The obligation of Purchaser to consummate the purchase of the Additional Shares to be purchased by it at the Additional Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Additional Closing of each of the following conditions: (A) the Company shall have performed and complied conditions precedent, with in all material respects all obligations under this Agreement required each such satisfaction or waiver to be performed determined by it at the Purchaser in its sole discretion, on or prior to before the Additional Closing; (B) the Company Fundamental Representations shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect; (C) The Purchaser shall have received a certificate, dated as of the Additional Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying make all such determinations in its sole discretion. These conditions are in addition to the effect that the conditions set forth in Section 1.2(f)(2)(Athe Recapitalization Agreement. The conditions precedent to the Closing contemplated hereby shall include the following, unless waived by the Purchaser in its sole discretion: (a) The Company shall have in all material respects performed, and Section 1.2(f)(2)(Bbe in compliance with, all obligations, agreements, covenants, closing conditions and other provisions contained in the Recapitalization Agreement, the notes evidencing Bridge Funding, and the other Related Recapitalization Documents, to the extent applicable, including, without limitation, the financing documents associated with the issuance of the Preferred Stock, required to be performed or fulfilled on or before the Closing Date. (b) All representations and warranties set forth in the Recapitalization Agreement, the notes evidencing Bridge Funding, and the other Related Recapitalization Documents shall be true and complete as of the Closing. (c) There shall have been satisfied;no change that has had or is reasonably likely to have a material adverse effect on the business, affairs, prospects, operations, properties, assets, liabilities, structure or condition, financial or otherwise, of the Company (as such business is presently conducted and/or as it is proposed to be conducted) since July 30, 2004 except as disclosed by the Company in writing to Purchaser prior to the Closing. (Dd) Purchaser All corporate and other proceedings, and all documents relating to the issuance and sale of the Shares, the Warrant Shares and the Conversion Shares pursuant hereto and pursuant to the Recapitalization Agreement shall be satisfactory in substance and form to the Purchaser. The Purchaser's counsel shall have received a certificate all such counterpart originals or certified or other copies of such documents as they may have requested including, without limitation: (i) the resolutions of the Secretary Board of Directors of the Company, reaffirming authorizing and approving all matters in connection with the matters set forth in sale of the certificate of Preferred Stock certified by the Secretary of the Company as of the Closing Date; and EXECUTION VERSION (ii) all stockholder consents, votes or other approval required by applicable state or federal law (including any and all SEC rules and regulations) and any consents required by applicable securities exchanges or markets or corporate partners required to authorize and approve all matters in connection with the sale of Series A Stock as contemplated by the Amended and Restated Binding Convertible Preferred Stock Term Sheet by and between the Company and the Purchaser, dated as of October 22 and as amended from time to time. (e) The Company shall have executed, delivered at and maintained in force (i) a Convertible Preferred Stock purchase agreement, (ii) an Investors' Rights Agreement, (iii) an amended and restated certificate of incorporation (or if appropriate, a certificate of designation), (iv) a voting agreement, if applicable, and (v) such other documents as may be necessary or desirable in the Initial Closing determination of the Purchaser. (f) The Purchaser shall have received from counsel to the Company an opinion letter containing opinions customary for transactions similar to the transactions contemplated hereby in the form reasonably acceptable to the Purchaser (including, but not limited to, an opinion that the issuance of the Shares, the Warrant, the Warrant Share and the Conversion Shares are exempt from the registration provisions of the federal and state securities laws). (g) The Company shall have delivered a certificate of its Chief Executive Officer, or other authorized and responsible officer of the Company acceptable to the Purchaser, in its sole discretion, certifying that all closing conditions in this Agreement have been fulfilled and that all representations and warranties are applicable and true as of the date of the Additional Closing;. (Eh) since The Company shall have provided prior to the date hereofClosing Date all due diligence information requested by the Purchaser, there and/or necessary to enable the Purchaser to complete a thorough due diligence review and obtain a complete and accurate understanding of the business, operations, prospects, assets, liabilities, structure, legal aspects and condition, financial or otherwise, of the Company. (i) Within the six month period prior to the Closing, the Company shall not have occurred entered into, increased, expanded, extended, renewed or reinstated (or agreed, promised, committed or undertaken to do so), any changeseverance, effectseparation, eventretention, occurrencechange of control or similar agreement with any employee, circumstances or development that has had, or would, individually or in other than such agreements entered into with the aggregate, reasonably be expected to have, a Material Adverse Effectprior written approval of the Purchaser. (3j) The obligation of Within the Company to effect the Additional Closing is subject to the fulfillment or written waiver by the Company six month period prior to the Additional Closing Closing, the Company shall not have hired, or agreed to hire, any employee or engaged, or agreed to engage, any consultant, independent contractor or any other non-employee personnel, except in accordance with the Company's budget that has been approved by the Company's board of directors and the following additional conditions:Purchaser. (Ak) Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or Within the six month period prior to the Additional Closing;, the Company shall not have purchased, leased, hired, rented or otherwise acquired directly or indirectly any rights in or to any asset or facility in an amount in excess of $10,000, or agreed, promised or EXECUTION VERSION committed to do so, except in accordance with the Company's budget that has been approved by the Company's board of directors and the Purchaser. (Bl) All Intellectual Property licenses, agreements, patent applications and filings shall be current and in good standing. (m) The Company shall have obtained the approval of the required number of its stockholders of the Proposed Equity Financing. (n) Subject to the accuracy of the representations and warranties of the Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Additional Closing without giving effect to any materiality or similar qualifications set forth in such representations Section 4, on the applicable Closing Date, the sale and warranties; provided, however, that representations and warranties that by their terms speak as issuance of the date Shares and the Warrant and the proposed issuance of this Agreement or some other date will the Warrant Shares and the Conversion Shares shall be true legally permitted by Delaware law and correct as of such other date; and (C) federal and state securities laws, except that the Company shall have received a certificate signed on behalf up to fifteen (15) days from the Closing Date to file notices of Purchaser by an authorized officer certifying the sale of the Shares and warrant pursuant to Regulation D promulgated under the effect that Securities Act of 1933, as amended (the conditions set forth in Section 1.2(f)(3)(A"SECURITIES ACT"), and applicable state securities laws. (o) and Section 1.2(f)(3)(B) The Certificate of Designations shall have been satisfiedfiled with the Secretary of State of the State of Delaware and shall continue to be in full force and effect as of the Closing Date. (p) The Warrant Shares issuable upon exercise of the Warrant, and the Conversion Shares issuable upon conversion of the Shares and the Warrant Shares, shall have been duly authorized and reserved for issuance upon such conversion. (q) The Warrant in the form attached hereto as EXHIBIT C shall have been executed and delivered by the Company in favor of the Purchaser.

Additional Closing Conditions. (1a) The obligation of Purchaser, on the one hand, and Purchaser to purchase the Company, on the other hand, to effect the Additional Initial Closing Shares is subject to the fulfillment further condition precedent that on or written waiver by Purchaser and the Company prior to the Additional Initial Closing Date (i) all of the following conditions: outstanding Series B Preferred Stock and Series C Preferred Stock shall have been converted into an aggregate of 9,182,652 shares of Common Stock in accordance with the terms thereof, (Aii) such number of shares of outstanding Series D Preferred Stock as the Purchaser shall determine, in its sole discretion, shall have been converted into Common Stock in accordance with the terms thereof, (iii) the Company shall have delivered effected the Additional Shares Notice during delisting of the Additional Shares Notice Period;Common Stock from the American Stock Exchange (now known as NYSE Alternext U.S) and the Trading Market shall be such Trading Market as shall be required under any agreement, instrument or security to which the Company may be a party or may be bound and (iv) none of the transactions contemplated by this Agreement or the other Transaction Documents require the consent or approval of the “Purchasers” under (w) the Securities Purchase Agreement, dated as of March 15, 2006, among the Company and the “Purchasers” identified therein, (x) the Securities Purchase Agreement, dated as of April 24, 2007, among the Company and the “Purchasers” identified therein, (y) the Securities Purchase Agreement, dated as of July 17, 2007, among the Company and the “Purchasers” identified therein, and (z) the Securities Purchase Agreement, dated as of September 15, 2008, among the Company and the “Purchasers” identified therein. (Bb) no provision The obligation of any United States or non-United States Law of any Governmental Entity and no Order the Purchaser to purchase the Second Closing Shares is subject to the further condition precedent that (i) the Initial Closing shall prohibit the Additional Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) have occurred in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and (C) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(Cherein and (ii) of the Company Disclosure Schedules Shareholder Approval shall have been obtained or made no later than the six (as applicable6) and shall be in full force and effectmonth anniversary of the Initial Closing Date. (2) The obligation of Purchaser to consummate the purchase of the Additional Shares to be purchased by it at the Additional Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Additional Closing of each of the following conditions: (A) the Company shall have performed and complied with in all material respects all obligations under this Agreement required to be performed by it at or prior to the Additional Closing; (B) the Company Fundamental Representations shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect; (C) Purchaser shall have received a certificate, dated as of the Additional Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(f)(2)(A) and Section 1.2(f)(2)(B) have been satisfied; (D) Purchaser shall have received a certificate of the Secretary of the Company, reaffirming the matters set forth in the certificate of the Secretary of the Company delivered at the Initial Closing as of the date of the Additional Closing; (E) since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. (3c) The obligation of the Company Purchaser to effect purchase the Additional Third Closing Shares is subject to the fulfillment or written waiver by further condition precedent that the Initial Closing and the Second Closing shall have occurred in accordance with the terms set forth herein. (d) The obligation of the Purchaser to purchase the Additional Shares is subject to the further condition that (i) each of the Closings which, pursuant to the terms hereof, should have occurred prior to each Additional Closing Date shall have occurred in accordance with the terms set forth herein and (ii) as to each Additional Closing Date following the Third Closing Date, there shall have been no Material Adverse Effect with respect to the Company prior since the Third Closing Date. (e) All conditions precedent to the Additional Closing obligations of the following additional conditions: (A) Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Additional Closing; (B) the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Additional Closing without giving effect to any materiality or similar qualifications Parent set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of herein are for the date of this Agreement or some other date will be true and correct as sole benefit of such parties and may be waived, in whole or in part, by such parties in their sole and absolute discretion. The waiver of any such condition, in whole or in part, any at any time or from time to time, shall not act or serve as a waiver of such condition at any other date; and (C) the Company shall have received time and any and all such waivers must be in writing and signed by a certificate signed on behalf of Purchaser by an duly authorized officer certifying to the effect that the conditions set forth in Section 1.2(f)(3)(A) and Section 1.2(f)(3)(B) have been satisfiedor representative of such parties.

Additional Closing Conditions. (1) The obligation of Purchaser, on Joby to issue and sell the one handAdditional Shares, and the Companyobligation of the Investor to purchase the Additional Shares, on the other hand, to effect at the Additional Closing is are in each case subject to the fulfillment on or written waiver by Purchaser and the Company prior to before the Additional Closing of the following conditions: (A) the Company shall have delivered the Additional Shares Notice during the Additional Shares Notice Period; (B) no provision of any United States or non-United States Law of any Governmental Entity and no Order shall prohibit the Additional Closing or shall prohibitClosing, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and (C) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effect. (2) The obligation of Purchaser to consummate the purchase of the Additional Shares to be purchased by it at the Additional Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Additional Closing of each of the following conditionsconditions (collectively, the “Additional Closing Conditions”), unless waived: (Aa) the Company The representations and warranties of Joby set forth in Section 7 hereof shall have performed be true and complied with correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below) which representations and warranties shall be true and correct in all obligations under this Agreement respects), when made and on and as of the Additional Closing Date with the same effect as though made on such date. (b) The representations and warranties of the Investor set forth in Section 8 hereof shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) when made and on and as of the Additional Closing Date with the same effect as though made on such date. (c) The Company shall have performed, satisfied and complied with all covenants, agreements and conditions required to be performed performed, satisfied or complied with by it at or prior to the Additional Closing;. (Bd) The Investor shall have performed, satisfied and complied with all covenants, agreements and conditions required to be performed, satisfied or complied with by the Investor at or prior to the Additional Closing. (e) If not then approved for listing or if any other documentation is then required, the Company shall have filed with the NYSE a Supplemental Listing Application for the listing of the Additional Shares or provided the NYSE with any other required documentation and the NYSE shall have approved such Shares for listing. (f) The Company shall have obtained all necessary approvals of the Company’s stockholders to amend and restate the Company’s Amended and Restated Certificate of Incorporation in the form of the New Certificate of Incorporation and filed such New Certificate of Incorporation with the Secretary of State of the State of Delaware. (g) The Company shall have delivered to the Investor a certificate, dated as of the Additional Closing Date, executed by the Chief Executive Officer, Chief Financial Officer, General Counsel or Corporate Secretary of the Company, certifying that (i) the execution, delivery and performance by the Company Fundamental Representations of this Purchase Agreement and the other Additional Closing Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been approved by the Board, with such resolutions of the Board attached, which resolutions have not been modified, rescinded or amended and are in full force and effect, (ii) all necessary stockholder approvals for the New Certificate of Incorporation have been received and attached thereto is a true and complete copy of the New Certificate of Incorporation, certified by the Secretary of State of the State of Delaware, which has not been amended since the date reflected thereon and (iii) attached thereto is a true and correct copy of the New Bylaws and the New Bylaws are in full force and effect and have not been amended since the date thereof. (h) The Investor shall have delivered to the Company a certificate, dated as of the Additional Closing Date, executed by a duly authorized director or officer or other authorized individual of the Investor, certifying that the execution, delivery and performance by the Investor of this Purchase Agreement and the other Additional Closing Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been approved and/or ratified in accordance with the Investor governance documents and applicable law. (i) The Company shall have delivered to Investor a certificate, dated as of the Additional Closing Date, executed by the Chief Executive Officer or the Chief Financial Officer of the Company, certifying that (i) the representations and warranties of the Company set forth in Section 7 of this Purchase Agreement and the other Transaction Documents, if any, are true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below) which representations and warranties shall be true and correct in all respects (other than Section 2.2(crespects), which shall be true and correct other than de minimis inaccuracies) in each case as of with the date of this Agreement and as of the Additional Closing Date same effect as though made on and as of the Additional Closing Date Date, (except to ii) the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties Company has complied with all of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality agreements and covenants hereunder and under the other Transaction Documents and performed or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in satisfied all respects as of the date of this Agreement Additional Closing Conditions and any closing conditions under the other Transaction Documents on its part to be performed or satisfied as of the Additional Closing Date and (iii) the Company and its subsidiaries, on a consolidated basis, after giving effect to the transactions under the Additional Closing Transaction Documents, are Solvent. (j) Prior to or concurrent with the Additional Closing, one or more strategic alliance agreements with respect to low-volume commercial production of eVTOLs between the Company and Investor (the “Strategic Alliance Agreements” and, collectively, with this Purchase Agreement and the Additional Closing Related Documentation (as though made on defined below), the “Additional Closing Transaction Documents” and, collectively with the Initial Closing Transaction Documents, the “Transaction Documents”), shall have been duly authorized, executed and as delivered by the Company in form and substance reasonably satisfactory to the Investor. (k) The Company shall not need to obtain any governmental, regulatory or third-party consents and approvals, necessary for the sale and issuance of the Additional Shares and the terms thereof, and neither the Company nor the Investor shall need to obtain any governmental, regulatory or third-party consents and approvals, necessary for any transactions contemplated by the Additional Closing Transaction Documents. No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental entity of competent jurisdiction that prohibits the consummation of the transactions contemplated by the Transaction Documents, and no court or governmental entity shall have instituted or threatened in writing a proceeding seeking to impose any such restraint or prohibition. There shall be no action, lawsuit, arbitration, claim or proceeding pending that enjoins the consummation of and entry into this Purchase Agreement (including the Additional Closing and issuance of Additional Shares) or the other Transaction Documents or the transactions contemplated hereby or thereby. No stockholder approval or consent shall be required by the Company to effect the sale and issuance of the Additional Shares or the terms of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect;Transaction Documents. (Cl) Purchaser The Company shall have received a certificatean opinion of Xxxxxx & Xxxxxxx LLP, the Company’s counsel, dated as of the Additional Closing Date, in form and substance reasonably acceptable to the Investor. (m) On or prior to the Additional Closing Date, trading in the Common Stock shall not have been suspended by the SEC or the NYSE, nor shall suspension by the SEC or the NYSE have been threatened, either (a) in writing by the SEC or the NYSE or (b) by falling below the minimum maintenance requirements of the NYSE. (n) Between the date that is thirty (30) days prior to the Additional Closing Date and signed the Additional Closing Date (and including the Additional Closing Date), trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited by the NYSE, nor shall a banking moratorium have been declared either by the United States or New York State authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of Investor, makes it impracticable or inadvisable to purchase the Additional Shares at the Additional Closing. (o) The Initial Closing Date shall have occurred on behalf or prior to the date of the Additional Closing Date. (p) Prior to or on the Additional Closing Date, no Fundamental Change shall have occurred or be expected to occur with respect to Joby and its subsidiaries. (q) The Company by shall not be subject to or expect to be subject to and neither its financial statements nor any of its SEC Documents filed or furnished with the Chief Executive Officer SEC shall be subject to or contain any “going concern” explanatory language or like qualification or exception. (r) Prior to or on the Additional Closing Date, none of the Company certifying to Restated Collaboration Agreement, the effect that Services Agreement or the conditions set forth in Section 1.2(f)(2)(A) and Section 1.2(f)(2)(B) Parts Supply Agreement between the parties shall have been satisfied;terminated or subject to termination in connection with a breach thereof by Joby. (Ds) Purchaser The Company shall have received a certificate delivered to Investor on the date of this Purchase Agreement and on the Secretary date of the Company, reaffirming the matters set forth in the certificate of the Secretary of the Company delivered at the Initial Closing such other documents, instruments or certificates relating to the transactions contemplated by this Purchase Agreement as Investor or its counsel may reasonably request, in each case in form and substance satisfactory to the Investor (collectively, the “Additional Closing Related Documentation”), including on the date of this Purchase Agreement and on the date of the Additional Closing; , in respect of information, documentation or obligations regarding (Ei) since government contracts and (ii) the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. (3) The obligation voting rights of the Company to effect the Additional Closing is subject to the fulfillment or written waiver Shares and any other shares of Common Stock held by the Company prior Investor and its affiliates, including relating to a resolution ensuring the Additional Closing voting rights of the following additional conditions: Shares and any other shares of Common Stock held by the Investor and its affiliates and the Company’s ownership and control of Joby Elevate, Inc. (A) Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Additional Closing; (B) the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Additional Closing without giving effect to including any materiality or similar qualifications set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date of this Agreement or some other date will be true and correct as of such other date; and (C) the Company shall have received a certificate signed on behalf of Purchaser by an authorized officer certifying to the effect that the conditions set forth in Section 1.2(f)(3)(Asuccessors) and Section 1.2(f)(3)(B) have been satisfiedits subsidiaries, with respect to Title 49.

Additional Closing Conditions. The obligations of the Underwriter to purchase Securities subject to this Terms Agreement shall be subject to the further conditions that: (1a) The obligation you shall have received from Machado, Meyer, Sendacz e Opice Advogados, Brazilian counsel for the Underwriters, such opinion or opinions, dated the Closing Date and addressed to you, with respect to the issuance and sale of Purchaserthe Securities, on the one handIndenture, the Registration Statement, the Disclosure Package, the Final Prospectus and other related matters as you may reasonably require, and the CompanyCompany and the Guarantor shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters; (b) you shall have received from White & Case LLP, on special U.S counsel for the other handUnderwriters, such opinion or opinions, dated the Closing Date and addressed to effect the Additional Closing is subject you, with respect to the fulfillment or written waiver by Purchaser issuance and sale of the Securities, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus and other related matters as you may reasonably require, and the Company prior to and the Additional Closing of the following conditions: (A) the Company Guarantor shall have delivered furnished to such counsel such documents as they request for the Additional Shares Notice during the Additional Shares Notice Period; (B) no provision purpose of any United States or non-United States Law of any Governmental Entity and no Order shall prohibit the Additional Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which enabling them to pass upon such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pendingmatters; and (Cc) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules The Guarantor shall have been obtained or made (as applicable) requested and shall be in full force and effect. (2) The obligation of Purchaser caused PricewaterhouseCoopers, independent auditors for Inco Limited to consummate the purchase of the Additional Shares have furnished to be purchased by it you, at the Additional Execution Time and at the Closing is also subject Date, letters (which may refer to the fulfillment letters previously delivered to one or written waiver by Purchaser prior to the Additional Closing more of each of the following conditions: (A) the Company shall have performed and complied with in all material respects all obligations under this Agreement required to be performed by it at or prior to the Additional Closing; (B) the Company Fundamental Representations shall be true and correct in all respects (other than Section 2.2(cyou), which shall be true and correct other than de minimis inaccuracies) in each case dated respectively as of the date of this Agreement Execution Time and as of the Additional Closing Date as though made on Date, in form and as substance satisfactory to you, confirming that they are an independent auditors with respect to Inco Limited within the meaning of the Additional Closing Date (except to Act and the extent such representations Exchange Act and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect; (C) Purchaser shall have received a certificate, dated as of the Additional Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(f)(2)(A) and Section 1.2(f)(2)(B) have been satisfied; (D) Purchaser shall have received a certificate of the Secretary of the Company, reaffirming covering the matters set forth with respect to Inco Limited that are ordinarily covered by “comfort letters” drafted in the certificate accordance with Statement of the Secretary of the Company delivered at the Initial Closing as of the date of the Additional Closing; (E) since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse EffectAccounting Standards No. 72. (3) The obligation of the Company to effect the Additional Closing is subject to the fulfillment or written waiver by the Company prior to the Additional Closing of the following additional conditions: (A) Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Additional Closing; (B) the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Additional Closing without giving effect to any materiality or similar qualifications set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date of this Agreement or some other date will be true and correct as of such other date; and (C) the Company shall have received a certificate signed on behalf of Purchaser by an authorized officer certifying to the effect that the conditions set forth in Section 1.2(f)(3)(A) and Section 1.2(f)(3)(B) have been satisfied.

Additional Closing Conditions. (1) 7.1 The obligation of Purchaser, on Purchaser hereunder to purchase the one hand, and the Company, on the other hand, to effect the Additional Closing Premises from Seller is subject to the fulfillment satisfaction, at or written waiver by Purchaser and the Company prior to the Additional Closing Closing, of each of the following conditions:conditions (any of which may be waived in whole or in part by Purchaser at or prior to the Closing): (Aa) the Company Seller shall have delivered performed, observed and complied with all of the Additional Shares Notice during the Additional Shares Notice Period; (B) no provision of any United States or non-United States Law of any Governmental Entity material covenants, agreements and no Order shall prohibit the Additional Closing or shall prohibitconditions required by this Contract to be performed, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Capobserved and complied with by Seller, as defined in the Series C Certificate of Designations) subject to and in accordance with the terms thereof (and neither Purchaser conditions of this Contract, prior to or the Company shall have received any communication or other guidance from any Governmental Entity asserting any as of the foregoing, which such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and (C) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effectClosing. (2b) The obligation of Purchaser to consummate the purchase All of the Additional Shares to be purchased by it at the Additional Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Additional Closing representations of each of the following conditions: (A) the Company shall have performed and complied with in all material respects all obligations under this Agreement required to be performed by it at or prior to the Additional Closing; (B) the Company Fundamental Representations shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company Seller set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect; (C) Purchaser shall have received a certificate, dated as of the Additional Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(f)(2)(A) and Section 1.2(f)(2)(B) have been satisfied; (D) Purchaser shall have received a certificate of the Secretary of the Company, reaffirming the matters set forth in the certificate of the Secretary of the Company delivered at the Initial Closing as of the date of the Additional Closing; (E) since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. (3) The obligation of the Company to effect the Additional Closing is subject to the fulfillment or written waiver by the Company prior to the Additional Closing of the following additional conditions: (A) Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Additional Closing; (B) the representations and warranties of Purchaser in this Agreement shall be Contract being true and correct in all material respects as of from the date of the full execution of this Contract, through and including the Closing Date. (c) The Option Agreement shall have been executed and as delivered by Seller, a memorandum of the Additional Closing Option Agreement shall be in proper form for recording in the public records in and for Xxxxxxxxxx County, Pennsylvania and the Purchaser’s rights thereunder shall have been insured, or be committed to be insured, subject only to the Permitted Exceptions, by the Title Company. (d) There shall be no outstanding notice of violation of any federal, state, or local building, health, fire, safety or other law, regulation, ordinance, statute, order or consent relating to the Premises or the use thereof (including without giving effect limitation zoning and environmental laws). (e) If prior to the Closing, there is, to Seller’s knowledge, any materiality change in the facts underlying any of Seller’s representations, then Seller shall promptly notify Purchaser. If such change in facts results from a default or similar qualifications set forth in such representations and warranties; provided, however, that a breach by Seller of its representations and warranties that by their terms speak as contained herein or any of the date covenants contained in any of this Agreement or some other date will be true and correct as of such other date; and (C) the Company Sections 6.1 through 6.10, then Purchaser shall have received a certificate signed on behalf all of Purchaser by an authorized officer certifying to the effect that the conditions rights and remedies set forth in Section 1.2(f)(3)(A9.2(a) below. If Purchaser elects not to terminate this Contract and Section 1.2(f)(3)(Bproceed to Closing, the representation shall be so modified and Purchaser shall be deemed to have forever waived and released any objection thereto and Seller shall have no liability to Purchaser in connection therewith. 7.2 The obligation of Seller hereunder to sell the Premises to Purchaser is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived in whole or in part by Seller at or prior to the Closing): (a) Purchaser shall have been satisfiedperformed, observed and complied with all of the material covenants, agreements and conditions required by this Contract to be performed, observed and complied with by Purchaser, subject to and in accordance with the terms and conditions of this Contract, prior to or as of the Closing. (b) All of the representations of Purchaser set forth in this Contract being true and correct in all material respects from the date of the full execution of this Contract, through and including the Closing Date.

Additional Closing Conditions. (1a) The obligation obligations of Purchaser, the Company hereunder in connection with any Additional Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the one hand, and the Company, on the other hand, to effect the Additional Closing is subject Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date, in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Purchaser to the fulfillment be performed at or written waiver by Purchaser and the Company prior to the Additional Closing Date shall have been performed; (iii) the delivery by each Purchaser of such Purchaser’s Additional Closing Subscription Amount. (b) The respective obligations of a Purchaser hereunder in connection with any Additional Closing are, unless waived by such Purchaser, subject to the following conditionsconditions being met: (Ai) the Company shall have delivered the Additional Shares Notice during the Additional Shares Notice Period; (B) no provision of any United States or non-United States Law of any Governmental Entity and no Order shall prohibit the Additional Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and (C) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effect. (2) The obligation of Purchaser to consummate the purchase of the Additional Shares to be purchased by it at the Additional Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Additional Closing of each of the following conditions: (A) the Company shall have performed and complied with accuracy in all material respects on the Additional Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date, in which case they shall be accurate as of such date); (ii) all obligations obligations, covenants and agreements of the Company under this Agreement required to be performed by it at or prior to the Additional ClosingClosing Date shall have been performed; (Biii) the delivery by the Company Fundamental Representations of the items set forth in Section 2.5(a) of this Agreement; (iv) not less than ten (10) Trading Days shall be true and correct have elapsed since the last to occur of the Closing Date or an Additional Closing Date; (v) there shall have been no Material Adverse Effect with respect to the Company since the date hereof; (vi) all of the Equity Conditions as defined in all respects the Certificate of Designation are in effect, except for item (other than Section 2.2(c)c) thereof; and (vii) from the date hereof to the Additional Closing date, which trading in the Common Stock shall be true and correct other than de minimis inaccuracies) in each case as of not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time from the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect; (C) Purchaser shall have received a certificate, dated as of the Additional Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(f)(2)(A) and Section 1.2(f)(2)(B) have been satisfied; (D) Purchaser shall have received a certificate of the Secretary of the Company, reaffirming the matters set forth in the certificate of the Secretary of the Company delivered at the Initial Closing as of the date of the Additional Closing; (E) since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. (3) The obligation of the Company to effect the Additional Closing is subject to the fulfillment or written waiver by the Company prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the following additional conditions: (A) Purchaser shall have performed and complied with in all material respects all obligations required reasonable judgment of such Purchaser, makes it impracticable or inadvisable to be performed by it purchase the Securities at or prior to the Additional Closing; (B) the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Additional Closing without giving effect to any materiality or similar qualifications set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date of this Agreement or some other date will be true and correct as of such other date; and (C) the Company shall have received a certificate signed on behalf of Purchaser by an authorized officer certifying to the effect that the conditions set forth in Section 1.2(f)(3)(A) and Section 1.2(f)(3)(B) have been satisfied.

Additional Closing Conditions. (1a) The obligation obligations of Purchaser, on the one hand, and the Company, on the other hand, to effect Company hereunder in connection with the Additional Closing is are subject to the fulfillment or written waiver by Purchaser and the Company prior to the Additional Closing of the following conditionsconditions being met: (Ai) the Company shall have delivered the Additional Shares Notice during the Additional Shares Notice Period; (B) no provision of any United States or non-United States Law of any Governmental Entity and no Order shall prohibit the Additional Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and (C) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effect. (2) The obligation of Purchaser to consummate the purchase of the Additional Shares to be purchased by it at the Additional Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Additional Closing of each of the following conditions: (A) the Company shall have performed and complied with accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all obligations under this Agreement respects) on the Additional Closing Date of the representations and warranties of the Additional Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of each Additional Purchaser required to be performed by it at or prior to the Additional ClosingClosing Date shall have been performed; (Biii) the Company Fundamental Representations delivery by each Additional Purchaser of the item set forth in Section 2.2(d) of this Agreement; (iv) from the date hereof to the Closing Date, trading in the Common Stock shall be true and correct not have been suspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity wide-spread national public health emergency of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of the Company, makes it impracticable or inadvisable to purchase the Securities at the Closing; and (v) each Additional Purchaser’s Additional Subscription Amount shall have been deposited with the Escrow Agent. (b) The respective obligations of the Additional Purchasers hereunder in connection with the Additional Closing are subject to the following conditions being met: (i) the accuracy in all material respects (other than Section 2.2(c)or, which shall be true to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) when made and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of on the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement contained herein (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects unless as of the a specific date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, therein in which case they shall be accurate as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect; (Cii) Purchaser shall have received a certificateall obligations, dated as of the Additional Closing Date covenants and signed on behalf agreements of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(f)(2)(A) and Section 1.2(f)(2)(B) have been satisfied; (D) Purchaser shall have received a certificate of the Secretary of the Company, reaffirming the matters set forth in the certificate of the Secretary of the Company delivered at the Initial Closing as of the date of the Additional Closing; (E) since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. (3) The obligation of the Company to effect the Additional Closing is subject to the fulfillment or written waiver by the Company prior to the Additional Closing of the following additional conditions: (A) Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Additional ClosingClosing Date shall have been performed; (Biii) the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as delivery by the Company of the date of this Agreement and as of the Additional Closing without giving effect to any materiality or similar qualifications items set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date Section 2.2(c) of this Agreement or some other date will be true and correct as of such other dateAgreement; (iv) there shall have been no Material Adverse Effect with respect to the Company since the Closing Date; and (Cv) from the Company shall have received a certificate signed on behalf of Purchaser by an authorized officer certifying Closing Date to the effect that Additional Closing Date, trading in the conditions set forth in Section 1.2(f)(3)(A) and Section 1.2(f)(3)(B) Common Stock shall not have been satisfiedsuspended by the Commission or the Company’s principal Trading Market and, at any time prior to the Additional Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity wide-spread national public health emergency of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Additional Purchaser, makes it impracticable or inadvisable to purchase the Additional Securities at the Additional Closing.

Additional Closing Conditions. (1) The obligation of Purchaser, on the one hand, and the Company, on the other hand, to effect the Additional Closing is subject to the fulfillment or written waiver by Purchaser and the Company prior to the Additional Closing of the following conditions: (A) the Company shall have delivered the Additional Shares Notice during the Additional Shares Notice Period; (B) no provision of any United States or non-United States Law of any Governmental Entity and no Order shall prohibit the Additional Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance with the terms thereof (and neither Purchaser or the Company shall have received any communication or other guidance from any Governmental Entity asserting any of the foregoing, which such communication or guidance has been reasonably demonstrated to the other party), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and (C) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effect. (2) The obligation of Purchaser to consummate the purchase of the Additional Shares to be purchased by it at the Additional Each Closing is also subject to the fulfillment or written waiver by Purchaser prior to the Additional conditions that, on such Closing of each of the following conditionsDate: (A) the Company shall have performed and complied with in a. all material respects all obligations under this Agreement required to be performed by it at or prior to the Additional Closing; (B) the Company Fundamental Representations shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth and the Subscriber contained in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect; (C) Purchaser shall have received a certificate, dated as of the Additional Closing Date and signed on behalf of the Company by the Chief Executive Officer of the Company certifying to the effect that the conditions set forth in Section 1.2(f)(2)(A) and Section 1.2(f)(2)(B) have been satisfied; (D) Purchaser shall have received a certificate of the Secretary of the Company, reaffirming the matters set forth in the certificate of the Secretary of the Company delivered at the Initial Closing as of the date of the Additional Closing; (E) since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effect. (3) The obligation of the Company to effect the Additional Closing is subject to the fulfillment or written waiver by the Company prior to the Additional Closing of the following additional conditions: (A) Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Additional Closing; (B) the representations and warranties of Purchaser in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as of the date of this Agreement to materiality or Material Adverse Effect (as defined herein), which representations and warranties shall be true in all respects) at and as of the Additional applicable Closing without giving Date, and consummation of each Closing shall constitute a reaffirmation by each of the Company and the Subscriber of each of the representations, warranties and agreements of each such party contained in this Subscription Agreement as of such Closing Date; b. no governmental authority shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation of the transactions contemplated hereby, and no governmental authority shall have instituted or threatened in writing a proceeding seeking to impose any materiality such restraint or similar qualifications prohibition; c. assuming the accuracy of Subscriber’s representations and warranties set forth in such representations Section 8, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and warranties; providedperformance by the Company of this Subscription Agreement (including, howeverwithout limitation, that representations and warranties that by their terms speak as the issuance of the date Shares), other than (i) filings with the U.S. Securities and Exchange Commission (the “Commission”), (ii) filings required by applicable state securities laws, and (iii) those required by The Nasdaq Stock Market LLC (“Nasdaq”); d. no suspension of this Agreement the qualification of the Ordinary Shares listed on Nasdaq for any offering or some other date will be true and correct as sale or trading in any jurisdiction, or initiation or threatening of any proceedings for any such other date; andpurposes, shall have occurred; (C) e. solely with respect to Subscriber, the Company shall have received a certificate signed on behalf of Purchaser performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by an authorized officer certifying this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the effect that Closing Date; and f. solely with respect to the Company, Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions set forth in Section 1.2(f)(3)(A) and Section 1.2(f)(3)(B) have been satisfiedrequired by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing Date.

Additional Closing Conditions. (1) The obligation of Purchaser, on Seller to sell and of Buyer to purchase the one hand, Aircraft and Technical Records at the Company, on the other hand, to effect the Additional time of Closing is subject to the fulfillment prior or written concurrent satisfaction of the following additional conditions (or the waiver thereof by Purchaser Buyer or Seller, or both, as the context may require) to the reasonable satisfaction of Seller and Buyer: (a) As of the Closing Date, no action or proceeding shall have been instituted and no order, judgment or decree shall have been issued by any Government Entity to set aside, restrain, enjoin or prevent the execution, delivery or performance of this Agreement or the other Operative Documents or the consummation of the transactions contemplated hereby or thereby. (b) Buyer shall have caused the Application for Aircraft Registration in Buyer’s name, and Seller and Buyer shall have caused the FAA Xxxx of Sale and the Company Lease Termination Agreement, to be duly filed with the FAA (and Seller and Buyer agree to take all actions necessary to preposition such duly signed documents with Special Counsel prior to the Additional Closing of the following conditions: (A) the Company shall have delivered the Additional Shares Notice during the Additional Shares Notice Period; (B) no provision of any United States or non-United States Law of any Governmental Entity and no Order shall prohibit the Additional Closing or shall prohibit, restrain or enjoin Purchaser or its Affiliates from owning or voting any Securities (taking into account the Voting Cap, as defined in the Series C Certificate of Designations) in accordance Date for filing with the terms thereof (and neither Purchaser or FAA at the Company shall have received any communication or other guidance from any Governmental Entity asserting any time of the foregoing, which such communication or guidance has been reasonably demonstrated to the other partyClosing), and no lawsuit commenced by a Governmental Entity seeking to effect any of the foregoing shall be pending; and (C) all consents, registrations, approvals, authorizations or permits of, or filing with or notification to, any Governmental Entity set forth on Section 1.2(f)(1)(C) of the Company Disclosure Schedules shall have been obtained or made (as applicable) and shall be in full force and effect. (2c) The obligation of Purchaser to consummate the purchase Seller and Buyer shall have caused a copy of the Additional Shares Warranty Xxxx of Sale to be purchased by it duly filed with the International Registry (and Seller and Buyer agree to take all actions necessary prior to Closing (i) to preposition such Warranty Xxxx of Sale with Special Counsel for filing with the International Registry at the Additional Closing is also subject time of Closing, and (ii) to ensure and enable proper filing of such Warranty Xxxx of Sale with the fulfillment or written waiver by Purchaser prior to International Registry at the Additional Closing time of each of the following conditions:Closing). (Ad) the Company shall have performed Seller and complied with in all material respects all obligations under this Agreement required to be performed by it at or prior to the Additional Closing; (B) the Company Fundamental Representations shall be true and correct in all respects (other than Section 2.2(c), which shall be true and correct other than de minimis inaccuracies) in each case as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date). All other representations and warranties of the Company set forth in this Agreement (read without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties) shall be true and correct in all respects as of the date of this Agreement and as of the Additional Closing Date as though made on and as of the Additional Closing Date (except to the extent such representations and warranties speak as of an earlier date, in which case as of such earlier date); provided, however, that for purposes of this sentence, such representations and warranties shall be deemed to be true and correct in all respects unless the failure or failures of such representations and warranties to be so true and correct, either individually or in the aggregate, and without giving effect to any qualification as to materiality or Material Adverse Effect set forth in such representations or warranties, has had or would reasonably be expected to have a Material Adverse Effect; (C) Purchaser Buyer shall have received a certificate, dated legal opinion from Special Counsel as to the status of the Additional Closing Date and signed on behalf filings with the FAA in respect of the Company by Lease Termination Agreement and the Chief Executive Officer Aircraft, the status of filings with the International Registry in respect of the Company certifying to Warranty Xxxx of Sale, and the effect that absence of any Liens of record with the conditions set forth FAA and the International Registry (other than Permitted Liens) in Section 1.2(f)(2)(A) and Section 1.2(f)(2)(B) have been satisfied; (D) Purchaser shall have received a certificate respect of the Secretary Aircraft. Seller and Buyer shall equally share the cost of the Company, reaffirming the matters set forth in the certificate of the Secretary of the Company delivered at the Initial Closing as of the date of the Additional Closing; (E) since the date hereof, there shall not have occurred any change, effect, event, occurrence, circumstances or development that has had, or would, individually or in the aggregate, reasonably be expected to have, a Material Adverse Effectobtaining such legal opinion from Special Counsel. (3) The obligation of the Company to effect the Additional Closing is subject to the fulfillment or written waiver by the Company prior to the Additional Closing of the following additional conditions: (A) Purchaser shall have performed and complied with in all material respects all obligations required to be performed by it at or prior to the Additional Closing; (B) the representations and warranties of Purchaser in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Additional Closing without giving effect to any materiality or similar qualifications set forth in such representations and warranties; provided, however, that representations and warranties that by their terms speak as of the date of this Agreement or some other date will be true and correct as of such other date; and (C) the Company shall have received a certificate signed on behalf of Purchaser by an authorized officer certifying to the effect that the conditions set forth in Section 1.2(f)(3)(A) and Section 1.2(f)(3)(B) have been satisfied.