EVE MOBILITY ACQUISITION CORP 4001 Kennett Pike, Suite 302 Wilmington, DE 19807 February 21, 2024
Exhibit 10.2
Execution Version
EVE MOBILITY ACQUISITION CORP
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
February 21, 2024
EVe Mobility Sponsor LLC
0000 Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: Termination of Administrative Services Agreement
Ladies and Gentleman:
Reference is hereby made to that certain Administrative Services Agreement, dated as of December 14, 2021 (the “Administrative Services Agreement”), by and between EVe Mobility Acquisition Corp (the “Company”) and EVe Mobility Sponsor LLC (the “Sponsor”). This letter agreement reflects the understanding, and memorializes the agreement, of each of the Company and the Sponsor with respect to certain matters under the Administrative Services Agreement, as set forth herein.
Pursuant to that certain Purchase and Sponsor Handover Agreement (the “Purchase And Sponsor Handover Agreement”), dated as of February 2, 2024, by and among the Company, the Sponsor and Blufire Capital Limited, an Abu Dhabi private company limited by shares (the “New Sponsor”), the Sponsor has agreed to transfer 6,320,667 Class A Ordinary Shares, par value $0.0001 per share, of the Company (“Class A Ordinary Shares”) to the New Sponsor in exchange for the New Sponsor assuming certain liabilities of the Sponsor. New Sponsor also agreed to convert approximately $425,000 of working capital notes (the “Working Capital Loan”) owed by the Company to the Sponsor into Class A Ordinary Shares at the closing of an initial business combination of the Company at a rate of one Class A Ordinary Share for every $10.00 principal amount of the Working Capital Loan.
Each of the Company and the Sponsor hereby agrees and acknowledges that, except as otherwise set forth herein, the Administrative Services Agreement is hereby terminated.
Notwithstanding the termination of the Administrative Services Agreement, the outstanding balance as of December 31, 2023 owed by the Company to the Sponsor, and any costs and expenses incurred under the Administrative Services Agreement through the closing of the transactions contemplated by the Purchase and Sponsor Handover Agreement, shall be included as a part of the Working Capital Loan to be converted into Class A Ordinary Shares at the closing of an initial business combination of EVe.
[signature page follows]
Very truly yours, | ||
EVE MOBILITY ACQUISITION CORP | ||
By: | /s/ Xxxxxxxxxx X. Staedtler | |
Name: | Xxxxxxxxxx X. Staedtler | |
Title: | Chief Executive Officer |
AGREED AND ACCEPTED BY:
EVE MOBILITY SPONSOR LLC | ||
By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | |
Title: | Manager |
[Signature Page to Termination of Administrative Services Agreement]