15,000,000 Units TUSCAN HOLDINGS CORP. II UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
Tuscan Holdings Corp. II, a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • July 16th, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
This agreement is made as of July 11, 2019 between Tuscan Holdings Corp. II, a Delaware corporation, with offices at 135 E. 57th Street, 17th Floor, New York, NY 10022 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 16th, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 11th day of July, 2019, by and among Tuscan Holdings Corp. II, a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 16th, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
This Agreement is made as of July 11, 2019 by and between Tuscan Holdings Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Tuscan Holdings Corp. II • July 3rd, 2019 • Blank checks • New York
This is to confirm our agreement whereby Tuscan Holdings Corp. II, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, recapitalization or reorganization, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-232205) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • July 16th, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of July 11, 2019 (“Agreement”), by and among TUSCAN HOLDINGS CORP. II, a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Founder”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
Tuscan Holdings Corp. II New York, NY 10022 EarlyBirdCapital, Inc. New York, NY 10017Underwriting Agreement • July 3rd, 2019 • Tuscan Holdings Corp. II • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Tuscan Holdings Corp. II, a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
MUTUAL TERMINATION AND RELEASE AGREEMENTMutual Termination and Release Agreement • November 16th, 2022 • Tuscan Holdings Corp. II • Blank checks • Delaware
This Mutual Termination and Release Agreement (the “Termination Agreement”) is made and entered into effective as of November 14, 2022 (the “Effective Date”) by and among Tuscan Holdings Corp. II, a Delaware corporation (“Tuscan”), and Tuscan Holdings Acquisition II LLC, a limited liability company organized under the laws of Delaware (“Sponsor”), Surf Air Global Limited, a BVI business company formed under the laws of the British Virgin Islands (“Surf Air”), and Surf Air Mobility Inc., a Delaware corporation and wholly-owned subsidiary of Surf Air (“SAM”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2022 • Tuscan Holdings Corp. II • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2022, by and among (i) Surf Air Mobility Inc., a Delaware corporation (“Pubco”), (ii) each of the Persons listed on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof, and (iii) each of the other Persons set forth from time to time on the Schedule of Holders who, at any time, own securities of Pubco and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) and (iii) a “Holder” and, collectively, the “Holders”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 12 hereof.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 2nd, 2022 • Tuscan Holdings Corp. II • Blank checks
AMENDMENT NO.1 TO BUSINESS COMBINATION AGREEMENT, dated as of September 1, 2022 (this “Amendment”), by and among Tuscan Holdings Corp. II, a Delaware corporation (“SPAC”), Surf Air Global Limited, a BVI business company formed under the laws of the British Virgin Islands (the “Company”), Surf Air Mobility Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Parentco”), THCA Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parentco (“Merger Sub I”), and SAGL Merger Sub Limited, a BVI business company formed under the laws of the British Virgin Islands and wholly-owned subsidiary of Parentco (“Merger Sub II” and together with the Company, Parentco and Merger Sub I, the “Surf Entities”).
VOTING SUPPORT AGREEMENTVoting Support Agreement • May 18th, 2022 • Tuscan Holdings Corp. II • Blank checks • Delaware
VOTING SUPPORT AGREEMENT, dated as of May 17, 2022 (this “Agreement”), by and among TUSCAN HOLDINGS CORP. II, a Delaware corporation (“Tuscan”), and each of the members of Surf Air Global Limited, a company formed under the laws of the British Virgin Islands (the “Company”) whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).
CONFIDENTIALITY AND LOCKUP AGREEMENTConfidentiality and Lockup Agreement • May 18th, 2022 • Tuscan Holdings Corp. II • Blank checks • Delaware
This Confidentiality and Lockup Agreement is dated as of May 17, 2022 and is among Surf Air Mobility Inc., a Delaware corporation (“Parentco”), Tuscan Holdings Acquisition II, LLC, a Delaware limited liability company (together with its successors, the “Sponsor”) and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto (“Joinder”) with Parentco in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • May 18th, 2022 • Tuscan Holdings Corp. II • Blank checks • Delaware
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 17, 2022, is made by and among Tuscan Holdings Acquisition II, LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), Tuscan Holdings Corp. II, a Delaware corporation (“Tuscan”), Surf Air Global Limited, a corporation formed under the laws of the British Virgin Islands (the “Company”), Surf Air Mobility Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Parentco”), THCA Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parentco (“Merger Sub I”), and SAGL Merger Sub Limited, a corporation formed under the laws of the British Virgin Islands and wholly-owned subsidiary of Parentco (“Merger Sub II” and together with the Company, Parentco and Merger Sub I, the “Surf Entities”). Sponsor, Tuscan and the Surf Entities shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein sha
