INDEMNITY AGREEMENTIndemnity Agreement • December 22nd, 2020 • Golden Falcon Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 22nd, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
This Private Placement Warrants Purchase Agreement (as it may from time to time be amended, “Agreement”), dated as of December 17, 2020, is entered into by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • December 22nd, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT ( “Agreement”) is made as of December 17, 2020 between Golden Falcon Acquisition Corp., a Delaware corporation, with offices at 850 Library Avenue, Suite 204, Newark, Delaware 19711 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
Golden Falcon Acquisition Corp.Subscription Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • Delaware
We are pleased to accept the offer Golden Falcon Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 7,187,500 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” and, together with all other classes of Company (as defined below) common stock, the “Common Stock”), of Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 17, 2020, by and among Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
GOLDEN FALCON ACQUISITION CORP. 30,000,000 Units Underwriting AgreementUnderwriting Agreement • December 22nd, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 30,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 4,500,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.” To the extent that there are no additional Underwriters listed on Schedule 1 other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriters shall mean either the singular or plural as the context requires.
Golden Falcon Acquisition Corp. Newark, Delaware 19711 UBS Securities LLC New York, New York 10005 Moelis & Company LLC New York, New York 10022Underwriting Agreement • December 22nd, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC and Moelis & Company LLC, as representatives (the “Representatives”) of the several Underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 12 hereof.
Golden Falcon Acquisition Corp. Newark, Delaware 19711 UBS Securities LLC New York, New York 10005 Moelis & Company LLC New York, New York 10022Underwriting Agreement • December 22nd, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and UBS Securities LLC and Moelis & Company LLC, as representatives (the “Representatives”) of the several Underwriters named in Schedule 1 thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each unit comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of [●], 2020 by and between Golden Falcon Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
TERMINATION OF BUSINESS COMBINATION AGREEMENTTermination of Business Combination Agreement • August 8th, 2023 • Golden Falcon Acquisition Corp. • Blank checks
This Termination of Business Combination Agreement, dated as of August 8, 2023 (this “Termination”) is by and among Golden Falcon Acquisition Corp., a Delaware corporation (“Golden Falcon”), MNG Havayollari ve Taşımacılık A.Ş., a joint stock corporation organized under the laws of Turkey (“MNG”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of MNG (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of HoldCo (“FinCo”), and Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of IntermediateCo (“Merger Sub”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the BCA (as defined below). Section references used herein are to the respective sections of the BCA. Golden Falcon, MNG, Hold
GOLDEN FALCON ACQUISITION CORP. Newark, Delaware 19711Administrative Services Agreement • December 22nd, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 21st, 2023 • Golden Falcon Acquisition Corp. • Blank checks • Delaware
This AMENDMENT TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of February 14, 2023, by and among MNG Havayolları ve Taşımacılık A.Ş., a joint stock corporation organized under the laws of Turkey (the “Company”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of the Company (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of HoldCo (“FinCo”), Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of IntermediateCo (“Merger Sub”), and Golden Falcon Acquisition Corp., a Delaware corporation (“GF”). Each of the Company, HoldCo, IntermediateCo, FinCo, GF, and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties.” Capitalized terms used but not define
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • December 12th, 2022 • Golden Falcon Acquisition Corp. • Blank checks • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of December 6, 2022 and effective as of the Closing Date (as defined in the Business Combination Agreement (as defined below)), except for Section 5.1.1, which shall be effective as of the date hereof, by and among MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement.
AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • February 21st, 2023 • Golden Falcon Acquisition Corp. • Blank checks • Delaware
This AMENDMENT TO REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Amendment”) is made and entered into as of February 14, 2023, by and among MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (the “Company”), and the parties listed on Schedule A to the Registration Rights Agreement (as defined below) (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Rights Agreement (as defined below).
GOLDEN FALCON ACQUISITION CORP. Newark, Delaware 19711Administrative Services Agreement • December 1st, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2020 • Golden Falcon Acquisition Corp. • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Agreement”) is made as of December 17, 2020 by and between Golden Falcon Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”).
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 27th, 2022 • Golden Falcon Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made effective as of December 20, 2022, by and between Golden Falcon Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of December 17, 2020 (the “Trust Agreement”), by and between the parties hereto. Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.
BUSINESS COMBINATION AGREEMENT BY AND AMONG MNG HAVAYOLLARI VE TAŞIMACILIK A.Ş. MERLIN HOLDCO, LLC, MERLIN INTERMEDIATECO, LLC MERLIN FINCO, LLC, MERLIN MERGER SUB, INC., and GOLDEN FALCON ACQUISITION CORP., DATED AS OF DECEMBER 6, 2022Business Combination Agreement • December 12th, 2022 • Golden Falcon Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT is made and entered into as of December 6, 2022, by and among MNG Havayolları ve Taşımacılık A.Ş., a joint stock corporation organized under the laws of Turkey (the “Company”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of the Company (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of HoldCo (“FinCo”), Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of IntermediateCo (“Merger Sub”), and Golden Falcon Acquisition Corp., a Delaware corporation (“GF”). Each of the Company, HoldCo, IntermediateCo, FinCo, GF, and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties.” The term “Agreement” as used herein refers to this Business Combinatio
AMENDMENT TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 21st, 2023 • Golden Falcon Acquisition Corp. • Blank checks • Delaware
This AMENDMENT TO SPONSOR SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of February 14, 2023, by and among Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (“Sponsor”), Golden Falcon Acquisition Corp, a Delaware corporation (“GF”), and MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (the “Company”), and Xavier Rolet, KBE, Dominique D’Hinnin, I. Martin Pompadur, Isabelle Amiel Azoulai, and Mikael Breuer-Weil (each an “Additional Founder Shares Holder” and, collectively, the “Additional Founder Shares Holders” and together with Sponsor, the “Sponsor Persons”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sponsor Support Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 12th, 2022 • Golden Falcon Acquisition Corp. • Blank checks
SPONSOR SUPPORT AGREEMENT, dated as of December 6, 2022 (this “Agreement”), by and among Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (“Sponsor”), Golden Falcon Acquisition Corp, a Delaware corporation (“GF”), and MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (the “Company”), and Xavier Rolet, KBE, Dominique D’Hinnin, I. Martin Pompadur, Isabelle Amiel Azoulai, and Mikael Breuer-Weil (each an “Additional Founder Shares Holder” and, collectively, the “Additional Founder Shares Holders” and together with Sponsor, the “Sponsor Persons”).
SHAREHOLDERS STATEMENT December 6, 2022Shareholder Agreement • December 12th, 2022 • Golden Falcon Acquisition Corp. • Blank checks
Subject to the fulfillment of all of the obligations of the Parties under the Business Combination Agreement, dated December 6, 2022 (the “Business Combination Agreement”), by and among the MNG Havayolları ve Taşımacılık Anonim Şirketi (“Company”), HoldCo, IntermediateCo, FinCo, Merger Sub and GF, each shareholder of the Company, whose names appear on the signature page of this Shareholders Statement (each, a “Shareholder” and, collectively, the “Shareholders”), hereby agrees, declares and undertakes to take all the necessary actions at the Company’s general assembly meeting (or any other meeting) level and use all voting rights to approve:
