POSTING AGREEMENTPosting Agreement • March 14th, 2022 • Lift Aircraft Inc. • California
LIFT Aircraft Inc., a Delaware Corporation located at 3402 Mount Bonnell Road, Austin TX 78731 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Common Stock, $0.00001 par value par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL Escrow Agreement FOREscrow Agreement • March 14th, 2022 • Lift Aircraft Inc. • Delaware
This Escrow Agreement, effective as of 02 / 23 / 2022 , (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located at 3900 W. Alameda Ave, Burbank, CA 91505 ;and LIFT Aircraft Inc. , a Delaware C-corp (“Issuer”) located at 3402 Mount Bonnell Rd, Austin, TX 78731 .
LIFT AIRCRAFT, INC. COMMON STOCK SUBSCRIPTION AGREEMENTLift Aircraft Inc. • March 14th, 2022 • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
LIFT Aircraft Inc. Austin, TX 78731 Phone:+1(512)773-7646Memorandum of Agreement • March 14th, 2022 • Lift Aircraft Inc.
This agreement is entered into on 13th day of October 2021 between LIFT Aircraft Inc., a Delaware corporation with its principal place of business in Austin, Texas ("LIFT") on the one hand, and Qarbon Aerospace (Foundation), LLC, a Delaware limited liability company and Qarbon Aerospace (Thailand), Ltd. (collectively "Qarbon Aerospace") on the other hand, for the purpose of confirming that the HEXA aircraft produced by LIFT will qualify under the FAA Part 103 regulations (14 C.F.R. part 103) as an ultralight vehicle and for the purpose of establishing that there is no contract requirement for Qarbon Aerospace to comply with AS9100 or NADCAP in its manufacturing process. The Parties agree that the substance of this Memorandum of Agreement (MOA) will be incorporated into the terms and conditions that are currently being negotiated between the parties for the products being produced by Qarbon Aerospace for the HEXA aircraft.
QARBON AEROSPACE TERMS AND CONDITIONS OF SALEQarbon Aerospace Terms • August 8th, 2022 • Lift Aircraft Inc. • Aircraft • Texas
Unless otherwise agreed in writing, all sales of parts (each hereinafter called the "Product") will be fulfilled by Qarbon Aerospace (Foundation), LLC a Delaware Limited Liability Company located at 300 Austin Blvd., Red Oak, TX 75154 or Qarbon Aerospace Thailand Ltd. located at 7/307 Moo.6 Mabyangporn, Pluakdaeng, Rayong 21140 (Qarbon Aerospace (Foundation), LLC or Qarbon Aerospace Thailand Ltd herein "Seller") pursuant to receipt of a valid purchase order ("Purchase Order") from LIFT Aircraft, Inc. located at 3402 Mount Bonnell Road, Austin, TX 78731 ("Buyer") subject to the following terms and conditions. The term "Purchase Order" in these Terms and Conditions of Sale is used herein to refer to any sale transaction whereby the Buyer purchases and takes delivery of Product from Seller.
PRODUCT SUPPLY AGREEMENTProduct Supply Agreement • August 8th, 2022 • Lift Aircraft Inc. • Aircraft
This Product Supply Agreement (this "Agreement") is made and entered into as of this 25 day of April, 2022, (the "Effective Date"), by and between Parazero Technologies Ltd., an Israeli private company, having a place of business at Dov Hoz 30 Kiryat Ono, Israel ("Parazero") and LIFT Aircraft Inc., a company incorporated in Delaware, USA, having a place of business at 3402 Mount Bonnell Rd, Austin, TX 78731, USA (the "Customer") (each shall also be referred to as a "Party" and collectively the "Parties").
Strategic Partnership AgreementAgreement • March 14th, 2022 • Lift Aircraft Inc.
Country of incorporation and trade register number: Spain - B54249602 Address: Calle Chelin 16 - 03114 - Alicante (Spain) Represented by: Javier Espuch - Business Development Manager
SUPPLIER AGREEMENT ("Agreement")- supplier Agreement • August 8th, 2022 • Lift Aircraft Inc. • Aircraft
WHEREAS, Materialise is a company, with headquarters in Belgium, active in the business of 3D printing and additive manufacturing, and related software development;
LIFT AIRCRAFT, INC. COMMON STOCK SUBSCRIPTION AGREEMENTLift Aircraft Inc. • August 8th, 2022 • Aircraft • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
