REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2023 • Global Crossing Airlines Group Inc. • Air transportation, scheduled
This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 2, 2023, by and among Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), and each of the several subscribers signatory hereto (each such subscriber, a “Subscriber” and, collectively, the “Subscribers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into on April [●], 2021 between Global Crossing Airlines Group Inc., a corporation domesticated under the laws of the State of Delaware (the “Company”) and [●] (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 26th, 2023 • Global Crossing Airlines Group Inc. • Air transportation, scheduled
This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into on December 21, 2023, by and among Global Crossing Airlines Group Inc., a Delaware corporation (the “Issuer”), Global Crossing Airlines Inc., a Delaware corporation (the “GCA”), Global Crossing Airlines Operations LLC, a Florida limited liability company (“GCAO”), GlobalX Air Tours LLC, a Florida limited liability company (“GAT”), GlobalX Travel Technologies, Inc., a Delaware corporation (“GTT”), Global Crossing Airlines Holdings, Inc., a Delaware corporation (“GCAH”), Charter Air Solutions, LLC, Montana limited liability company (“CAR”) and UrbanX Air Mobility, Inc., a Delaware corporation (“UAM,” together with CGA, GCAO, GAT, GTT, GCAH and CAR, the “Guarantors” and together with the Issuer, the “Note Parties”), and the undersigned subscribers (each a “Subscriber”) acting severally, and not jointly. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Indenture (as defined bel
LEASE AGREEMENT BETWEEN MIAMI-DADE COUNTY, FLORIDA, AS LESSOR, AND GLOBAL CROSSING AIRLINES LLC, AS LESSEE, MIAMI INTERNATIONAL AIRPORTLease Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • Florida
THIS LEASE AGREEMENT (“Agreement”) is made and entered into as of the 10th day of December, 2018, by and between MIAMI-DADE COUNTY, a political subdivision of the State of Florida (“County”), and GLOBAL CROSSING AIRLINES LLC, a Florida limited liability (“Lessee”).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***]”. AIRCRAFT LEASE AGREEMENT Dated...Aircraft Lease Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled
This Agreement has been executed in multiple counterparts. The counterpart to be deemed the Original Counterpart contains a receipt therefor executed by the Lessor on its signature page. To the extent that this Agreement constitutes chattel paper (as such term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), a security interest in this Agreement may be created only by the transfer of possession of that Original Counterpart.
DATED AS OF MAY 4, 2020 GLOBAL CROSSING AIRLINES INC. - and - GEM YIELD BAHAMAS LIMITED - and - GEM GLOBAL YIELD LLC SCS - and - THE SHARE LENDERS SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants, agreements, representations and warranties hereinafter set forth and the sum of CDN$10 paid by each Party to the other and other good and valuable consideration, the Parties hereto agree as follows:
NOMINATION RIGHTS AGREEMENTNomination Rights Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • Delaware
GLOBAL CROSSING AIRLINES GROUP INC., a company domesticated under the laws of the State of Delaware having its head office at 4200 NW 36th Street, Miami, FL, 33166
AIRCRAFT ACMI LEASE AGREEMENT (“AGREEMENT” OR “ACMI LEASE”) IS MADE ON OF JUNE, 2020 BETWEENAircraft Acmi Lease Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • England and Wales
SMARTLYNX AIRLINES MALTA, an air carrier established under laws of Malta, VAT nr.: 25886226, having its principal place of business at Nu Bis Centre, Trig II-Mosta, hal Lija, LJA 9012, Malta, hereinafter referred as “Lessor” or “Smartlynx”
AVIATION FUEL SUPPLY AGREEMENTAviation Fuel Supply Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • Texas
LEASE AGREEMENTLease Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • New Jersey
THIS LEASE AGREEMENT (“Lease”) dated as of august 10, 2020. (the “Effective Date”), is being entered into by the SOUTH JERSEY TRANSPORTATION AUTHORITY, (“SJTA”), and Global Crossing Airline (“Global”), (collectively “Parties”).
AERO CRS LTD (“AeroCRS”)—AeroCRS Services Agreement THIS AGREEMENT made as of the date: 22 December 2020Aerocrs Services Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled
This agreement (“Agreement”) constitutes a binding agreement between the Customer and AeroCRS with respect to the use of the Services provided by AeroCRS known also as AeroCRS—Cloud reservation systems.
GLOBAL CROSSING AIRLINES GROUP INC. AND THE GUARANTORS PARTY HERETO FROM TIME TO TIME 15.00% SENIOR SECURED NOTES DUE 2029 INDENTURE Dated as of August 2, 2023 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee and as Collateral AgentIndenture • August 7th, 2023 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • New York
INDENTURE dated as of August 1, 2023 among Global Crossing Airlines Group Inc., a Delaware corporation (the “Company”), the Guarantors (as defined herein) and U.S. Bank Trust Company, National Association, as trustee and as collateral agent.
GENERAL SECURITY AGREEMENT Dated as of August 2, 2023 among The Grantors referred to herein, as Grantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Collateral AgentGeneral Security Agreement • August 7th, 2023 • Global Crossing Airlines Group Inc. • Air transportation, scheduled
GENERAL SECURITY AGREEMENT dated as of August 2, 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among Global Crossing Airlines Group Inc., a Delaware corporation (the “Issuer”), Global Crossing Airlines, Inc., a Delaware corporation (“Guarantor”), the other Persons listed on the signature pages hereof (the “Subsidiary Grantors”), the Additional Grantors (as defined below) from time to time party hereto (the Issuer, Guarantor, the Subsidiary Grantors and such Additional Grantors, collectively, the “Grantors”) and U.S. Bank Trust Company, National Association, as collateral agent (in such capacity, together with any successors and permitted assigns in such capacity, the “Collateral Agent”) for the Secured Parties (as defined in the Indenture (as defined below)).
2018 AIRLINE USE AGREEMENT MIAMI INTERNATIONAL AIRPORT2018 Airline Use Agreement • January 4th, 2022 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • Florida
LEASE AGREEMENT MSN 2480 dated 04 February 2021 between Wilmington Trust Company as Owner Trustee for Aircraft MSN 2480 Trust, not in its individual capacity but solely as Owner Trustee under the Trust Agreement (the “Lessor”) - and - GLOBAL CROSSING...Lease Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • New York
GLOBAL CROSSING AIRLINES GROUP INC. (the “Issuer”) PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT FOR DEBENTURES INSTRUCTIONS TO PURCHASERSubscription Agreement • March 23rd, 2022 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • New York
The Issuer hereby accepts the Subscription (as defined herein) on the terms and conditions contained in this private placement subscription agreement (this “Agreement”) as of the day of , 2022.
2 December 2020 Falcon MSN 2695 Trust as Lessor and Global Crossing Airlines, Inc. as Lessee AIRCRAFT LEASE AGREEMENT One (1) Airbus A320-200 Aircraft bearing manufacturer’s serial number 2695, together with two (2) installed CFM International, Inc....Aircraft Lease Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • New York
The Lessee has asked the Lessor to lease the Aircraft to the Lessee, which the Lessor has agreed to do on the terms and conditions set out in this Agreement.
FRAMEWORK AGREEMENTFramework Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • British Columbia
THIS FRAMEWORK AGREEMENT (this “Agreement”) is dated and effective as of June 23, 2020 among Global Crossing Airlines, Inc., a corporation existing under the Laws of State of Delaware (“GLX”), Global Crossing Airlines Inc., a corporation existing under the Laws of the Province of British Columbia and SmartLynx Airlines Malta Limited (“SLAS”) a corporation existing under the Laws of Malta.
BRIDGE LOAN AGREEMENTBridge Loan Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • British Columbia
THIS BRIDGE LOAN AGREEMENT is dated as of June 3, 2021 between Canada Jetlines Operations Ltd. (the “Borrower”), a company incorporated under the Federal laws of the Canada and Global Crossing Airlines Group, Inc. (the “Lender”), a corporation domesticated under the laws of the State of Delaware (each a ‘Party” and together the “Parties”).
LINE MAINTENANCE AGREEMENTLine Maintenance Agreement • January 4th, 2022 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • Florida
This Line Maintenance Agreement (this “Agreement”) is made and entered into as of October 01, 2020 (the “Effective Date”) by and between Spirit Airlines, Inc., a corporation organized and existing under the laws of Delaware, with a place of business at 2800 Executive Way, Miramar Florida 33025 (“Spirit”) and Global Crossing Airlines, Inc., with a place of business at 4200 NW 36th Street, Building 5A, Miami Int’l Airport, Miami, FL 33166 (“Carrier”). Spirit and Carrier may hereinafter at times be referred to individually as a “Party” or collectively as the “Parties.”
GLOBAL CROSSING AIRLINES GROUPS INC. as Issuer THE GUARANTORS PARTY HERETO and as Trustee and as Collateral Agent THIRD SUPPLEMENTAL INDENTURE Dated as of December 21, 2023 to INDENTURE Dated as of August 2, 2023Indenture • December 26th, 2023 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • New York
THIRD SUPPLEMENTAL INDENTURE dated as of December 21, 2023 (this “Third Supplemental Indenture”), among Global Crossing Airlines Group Inc., a Delaware corporation, (the “Company”), the guarantors party hereto (the “Guarantors”) and U.S. Bank Trust Company, National Association, as trustee and as collateral agent (the “Trustee” and the “Collateral Agent”).
ACMI PASSENGER AGREEMENTAcmi Passenger Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • New York
This ACMI Passenger Agreement is made and entered into as of the 5 th day of February, 2021, by and between Global Crossing Airlines, LLC., having its principal place of business at Building 5A, Miami International Airport, 4th Floor, 4200 NW 36th Street, Miami, Fl 33166, U.S.A. (“GlobalX”); and Estelar Latinamerica (“Estelar”) having its principal place of business at 5000 Calle Londres, Edif, Las Mercedes, Piso, Caracas, Miranda, Zona Postal 1061, Venezuela (“Estelar” and, collectively with GlobalX, the “Parties”).
ATLANTIC CITY INTERNATIONAL AIRPORT AIRLINE-AIRPORT USE AND LEASE AGREEMENTUse and Lease Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • New Jersey
THIS AIRLINE-AIRPORT USE AND LEASE AGREEMENT (hereinafter referred to as the” Agreement”) is made and entered into this 13 day of July , 2020 , by and between the SOUTH JERSEY TRANSPORTATION AUTHORITY, a body corporate and politic, (hereinafter referred to as “AUTHORITY”), and GLOBAL CROSSING AIRLINES, a corporation organized and existing under the laws of the State of Florida and authorized to do business in the State of New Jersey, having its principal office at Building 5A, 4200 NW 36th Street, Miami International Airport, Miami, Florida 33166 (hereinafter referred to as “AIRLINE”). (Authority and Airline collectively “Parties” and individually “Party“ 0
MASTER SERVICES AGREEMENTMaster Services Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • Minnesota
COOPERATION AGREEMENT FEBRUARY 2021 By and Between: Global Crossing Airlines, Inc., Building 5A, 4200 NW 36th Street, MIA Int’l Airport, Miami, FL 33166 (“GlobalX”) And Airfleet Resources, Ltd; Queen City Airport, 1730 Vultee St. Suite 105, Allentown,...Global Crossing Airlines Group Inc. • December 13th, 2021 • Air transportation, scheduled • New York
CANADA JETLINES LTD. AND GLOBAL CROSSING AIRLINES, INC. AND ALL OF THE STOCKHOLDERS OF GLOBAL CROSSING AIRLINES, INC. SHARE EXCHANGE AGREEMENT DATED FEBRUARY 5, 2020Share Exchange Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • British Columbia
THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto covenant and agree as follows:
ContractRegistration Rights Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • Delaware
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), is made on the 20th day of April, 2021, by and between Global Crossing Airlines Group Inc., a company domesticated under the laws of the State Delaware (the “Company”), and Ascent Global Logistics, Inc., a company incorporated pursuant to the laws of the State of Delaware (the “Subscriber”).
PASSENGER AIRCRAFT CHARTER AGREEMENTPassenger Aircraft Charter Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • Florida
This Passenger Aircraft Charter Agreement (“Agreement”) is made and entered into as of this 23rd day of February, 2021, by and between Global Crossing Airlines, LLC (GLOBALX), an airline with a place of business at 4200 NW 36th Street, Miami, Florida 33166 and CubaX Air Tours, LLC (CHARTERER), a corporation having its principal place of business at 4200 NW 36th Street, Miami, FL 33166.
GLOBAL CROSSING AIRLINES GROUP INC. and ASCENT GLOBAL LOGISTICS, INC. REGISTRATION RIGHTS AGREEMENT April 29, 2021Registration Rights Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled • Delaware
This Registration Rights Agreement (the “Agreement”) is made this 29th day of April, 2021 between Global Crossing Airlines Group Inc., a company domesticated under the laws of the State of Delaware (the “Company”) and Ascent Global Logistics, a company incorporated under the laws of the State of Delaware (“Ascent”).
JOINT VENTURE AGREEMENTJoint Venture Agreement • December 13th, 2021 • Global Crossing Airlines Group Inc. • Air transportation, scheduled
