INDEMNITY AGREEMENTIndemnity Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Delaware
This Indemnity Agreement, dated as of October 17, 2022 is made by and between STARFIGHTERS SPACE, INC., a Delaware corporation (the "Company"), and Sean Bromley, a director, officer or key employee of the Company or one of the Company's Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below ("Indemnitee").
Starfighters Space, Inc. Maximum: 9,749,303 Shares of Common Stock SELLING AGENCY AGREEMENTSelling Agency Agreement • August 16th, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • New York
Starfighters Space, Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this "Agreement"), to issue and sell on a "best efforts" basis up to a maximum of 9,749,303 shares of common stock, $0.00001 par value per share (the "Common Stock"), of the Company to investors (collectively, the "Investors"), at a purchase price of $3.59 per Share (the "Purchase Price"), in an offering (the "Offering") pursuant to Regulation A through Digital Offering, LLC (the "Selling Agent"), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the "Shares." The Shares are more fully described in the Offering Statement (as hereinafter defined).
INDEMNITY AGREEMENTIndemnification Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Delaware
This Indemnity Agreement, dated as of October 17, 2022 is made by and between STARFIGHTERS SPACE, INC., a Delaware corporation (the "Company"), and Austin Thornberry, a director, officer or key employee of the Company or one of the Company's Subsidiaries or Affiliates (as those terms are defined below) or other service provider who satisfies the definition of Indemnifiable Person set forth below ("Indemnitee").
CONSULTING AGREEMENTConsulting Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled
STARFIGHTERS SPACE, INC., a company existing under the laws of the State of Delaware with an address at 1608 N. Jasmine Ave Tarpon Springs, FL 34689
SITE OCCUPANT LEASE AGREEMENT NO.: C20756 between SPACE FLORIDA AND STARFIGHTERS AEROSPACE, INC. for AREA BESIDE THE AIRCRAFT GROUND EQUIPMENT SHED (J6-2362) and a portion of the RLV HANGAR-FLIGHT VEHICLE FACILITY (J6-2466) at the SHUTTLE LANDING FACILITYSite Occupant Lease Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Florida
THIS SITE OCCUPANT LEASE AGREEMENT (this "Lease"), is entered into as of June 1, 2022 (the "Effective Date"), between SPACE FLORIDA, an independent special district, a body politic and corporate, and a subdivision of the State of Florida ("Landlord"), whose address is 505 Odyssey Way, Suite 300, Exploration Park, FL 32953, and STARFIGHTERS AEROSPACE, INC. a Florida corporation ("Tenant"), with the principal address at 1608 N. Jasmine Avenue, Tarpon Springs, FL 34689.
CFO CONSULTING AGREEMENTCfo Consulting Agreement • August 16th, 2024 • Starfighters Space, Inc. • Air transportation, scheduled
STARFIGHTERS SPACE, INC., a company existing under the laws of the State of Delaware and having an office at 1608 N. Jasmine Ave, Tarpon Springs, FL 34689
CONSULTING AGREEMENTConsulting Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Tennessee
This Consulting Agreement (the "Agreement") effective as of June 23, 2023 is entered into by and between Starfighters Space, Inc., a Delaware Corporation (herein referred to as the "Company") and Little Hill Holdings, LLC., a Tennessee limited liability company (herein referred to as "LH") or it's successors, designees, or assignees, and replaces and supersedes any and all other agreements between the above parties. LH and the Company may be collectively referred to herein as the "Parties" or individually as a "Party."
BI-PARTY ESCROW AGREEMENTEscrow Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Missouri
This ESCROW AGREEMENT ("Agreement") is made and entered into as of April 17, 2024, by and among Starfighters Space, Inc., a Delaware Corporation (the "Company"), and ENTERPRISE BANK & TRUST, a Missouri chartered trust company with banking powers (in its capacity as escrow holder, the "Escrow Agent").
Re: First Amendment to Engagement AgreementEngagement Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled
Reference is made to the engagement letter agreement, dated October 27, 2023 (the "Engagement Letter"), by and between Starfighters Space, Inc. (the "Company") and Digital Offering, LLC ("DO" or the "Selling Agent"), relating to the planned offering under Regulation A of the Securities Act of 1933, as amended (the "Offering"), by and for the Company.
STARFIGHTERS INTERNATIONAL PURCHASE AGREEMENTPurchase Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Florida
IN CONCIDERATION OF and as a condition of the parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the parties to this Agreement agree as follows:
ECONOMIC DEVELOPMENT AGREEMENTEconomic Development Agreement • December 5th, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Texas
THIS ECONOMIC DEVELOPMENT AGREEMENT ("Agreement") is entered into by and between the MIDLAND DEVELOPMENT CORPORATION ("MDC"), a Type A corporation pursuant to Chapter 504 of the Texas Local Government Code, as amended, and STARFIGHTERS SPACE TEXAS, INCORPORATED, a Texas corporation ("Company").
October 27, 2023 Mr. Rick Svetkoff CEO Starfighters Space, Inc. Tarpon Springs, FL 34689 Re: Engagement Agreement Dear Rick:Engagement Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • California
This engagement letter agreement (this "Agreement") sets forth the terms under which Digital Offering LLC, a FINRA and SEC registered broker-dealer ("we" or "Digital Offering"), is being engaged to perform administrative and technology-related functions in connection with a proposed best efforts Regulation A offering by Starfighters Space, Inc. ("you" or the "Company" and, together with Digital Offering, the "Parties") of its securities (the "Securities") as described herein, but not for underwriting or placement agent services in respect of such offering. The Securities may consist of convertible preferred stock, common stock, convertible debt or other securities, and may be in the form of units that include warrants, in each case as determined by the Company and Digital Offering.
EXTENSION AGREEMENTExtension Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled
STARFIGHTERS INTERNATIONAL, INC., a company incorporated pursuant to the laws of the State of Florida and having an address at 1608 N Jasmine Ave, Tarpon Springs FL 34689
AIRCRAFT ACQUISITION AGREEMENTAircraft Acquisition Agreement • November 4th, 2024 • Starfighters Space, Inc. • Air transportation, scheduled
STARFIGHTERS INTERNATIONAL, INC., a corporation organized and domesticated in the United States of America and having a mailing address at Kennedy Space Center (KSC) Starfighters Facility (LLF), Merritt Island, Florida 32953
Amendment 02 Sublease Agreement NO. C20756 between SPACE FLORIDA and STARFIGHTERS INTERNATIONAL INC.Sublease Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled
This Amendment 2 to Sublease Agreement C20756 is entered into as of June 1, 2024 (the "Effective Date") by SPACE FLORIDA, and Starfighters International Inc. ("Company"), and amends the Sublease Agreement entered into by the parties on June l, 2022 (herein after referred to as "Agreement").
SECURITY AGREEMENTSecurity Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Delaware
This SECURITY AGREEMENT, dated as of February 24, 2023 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made by and between STARFIGHTERS SPACE, INC., a Delaware corporation (the "Company"), in favor of COMPUTERSHARE TRUST COMPANY OF CANADA, a trust company existing under the laws of Canada, as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the "Trustee"), for the benefit of the Registered Holders under the Secured Convertible Debenture Indenture dated February 24, 2023 between the Company and the Trustee (the "Indenture"). Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings specified therefor in the Indenture.
Amendment 01 Site Occupant Lease Agreement NO. C20756 between SPACE FLORIDA and STARFIGHTERS INTERNATIONAL INCSite Occupant Lease Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled
This Amendment 01 to Site Occupant Lease Agreement C20756 is entered into as of June 1, 2023 (the "Effective Date") by SPACE FLORIDA, and Starfighters International Inc ("Company"), and amends the Site Occupant Lease Agreement entered into by the parties on June 1, 2022 (herein after referred to as "Agreement").
EQUITY EXCHANGE AGREEMENTEquity Exchange Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Delaware
This Equity Exchange Agreement (the "Agreement"), dated as of September 9, 2022, (this "Agreement"), is entered into by and among Starfighters Space, Inc., a Delaware corporation (the "Company"), and the Founder of the Company whose name is set forth on the signature page hereto (the "Founder").
POSTING AGREEMENTPosting Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Delaware
THIS POSTING AGREEMENT (the "Agreement") is made as of this January 19, 2024 between Equifund Technologies LLC (Equifund"), a Wyoming limited liability company, and Starfighters Space, Inc, a Delaware corporation (the "Company"), to act as the Company's online posting technology platform (the "Platform") in connection with the Company's proposed securities offering (the "Offering") under Regulation A, as amended ("Reg A") promulgated under the Securities Act of 1933, as amended (the "Securities Act") of Common Stock (the "Securities").
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Florida
This Equity Exchange Agreement, dated as of January 1, 2022, (this "Agreement"), is entered into by and among Starfighters International, Inc., a Delaware corporation (the "Company"), and the Rick Svetkoff (the "Founder").
SECURED CONVERTIBLE DEBENTURE INDENTURE Made as as of February 24, 2023 Between STARFIGHTERS SPACE, INC. And COMPUTERSHARE TRUST COMPANY OF CANADASecured Convertible Debenture Indenture • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • British Columbia
ASSET TRANSFER AGREEMENTAsset Transfer Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Florida
This Asset Transfer Agreement, dated as of January 1, 2022, (this "Agreement"), is entered into by RLB Aviation, Inc. ("RLB") and Starfighters International, Inc., (the "Company"), collectively referred to herein as "the Parties".
LOAN AGREEMENT 12-096Loan Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Florida
THIS LOAN AGREEMENT (the "Agreement") is made and entered into this 16th day of February, 2012, by and between STARFIGHTERS, INC., (hereinafter referred to as "Borrower"), whose address is at 1608 N. Jasmine Avenue, Tarpon Springs, FL, 34689, and SPACE FLORIDA, (hereafter referred to as "Lender"), an independent special district, a body politic and corporate, and a subdivision of the State of Florida, whose principle place of business is MS: SPFL, Bldg: M6-306, Room: 9030, Kennedy Space Center, FL 32899.
MEMORANDUM OF AGREEMENT BETWEEN SPACE LAUNCH DELTA 45 AND STARFIGHTERS INTERNATIONAL FOR EASTERN RANGE SUPPORT OF STARFIGHTER FLIGHT TEST ACTIVITIES AGREEMENT NUMBER 21L-2-01Memorandum of Agreement • July 23rd, 2024 • Starfighters Space, Inc. • Air transportation, scheduled
This Memorandum of Agreement (MOA) is between Space Launch Delta 45 (SLD 45) and Starfighters International, Inc. (hereafter "Starfighters" or "User"). When referred to collectively, SLD 45 and Starfighters are referred to as the "Parties".
AMENDMENT 01 to LOAN AND SECURITY AGREEMENTSLoan and Security Agreement • October 30th, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • Florida
THIS AMENDING AGREEMENT 01 ("Amendment") is made effective as of November 1, 2024 (the "Effective Date") among STARFIGHTERS, INC., a Florida corporation ("Borrower", "Debtor", or "Maker"), whose address is Reusable Launch Vehicle Hangar, Hangar Rd, Cape Canaveral, FL, 32920, STARFIGHTERS SPACE, INC., a Delaware corporation ("Parent"), whose address is Reusable Launch Vehicle Hangar, Hangar Rd, Cape Canaveral, FL, 32920, and SPACE FLORIDA, an independent special district, a body politic and corporate, and a subdivision of the State of Florida ("Lender"), whose address is 505 Odyssey Way, Suite 300, Exploration Park, FL, 32953. The Borrower, Parent, and Lender are referred to each as a "Party" and collectively as the "Parties."
