0000950123-23-008390 Sample Contracts

SECOND AMENDMENT AND WAIVER TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT
Revolving Credit, Term Loan and Security Agreement • August 25th, 2023 • PHI Group, Inc./De • Air transportation, nonscheduled

Revolving Credit, Term Loan and Security Agreement dated as of October 2, 2020 among PHI GROUP, INC., a Delaware corporation (“PHI Group”), PHI CORPORATE, LLC, a Delaware limited liability company (“PHI Corporate”), PHI AVIATION, LLC, a Louisiana limited liability company (“PHI Aviation”), PHI HEALTH, LLC, a Louisiana limited liability company (“PHI Health”), PHI TECH SERVICES, LLC, a Louisiana limited liability company (“PHI Tech Services”), AM EQUITY HOLDINGS, L.L.C., a Louisiana limited liability company (“AM Equity Holdings”), PHI HELIPASS, L.L.C., a Louisiana limited liability company (“PHI Helipass”; and together with PHI Group, PHI Corporate, PHI Aviation, PHI Health, PHI Tech Services, AM Equity Holdings, PHI Helipass and each Person joined hereto as a borrower from time to time, collectively, the “Borrowers”, and each a “Borrower”), the financial institutions which are now or which hereafter become a party hereto (collectively, the “Lenders” and each individually a “Lender”) a

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CREDITOR WARRANT AGREEMENT Between PHI GROUP, INC., AS ISSUER, And AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT September 4, 2019
Creditor Warrant Agreement • August 25th, 2023 • PHI Group, Inc./De • Air transportation, nonscheduled • New York

This CREDITOR WARRANT AGREEMENT (this “Agreement”) is dated as of September 4, 2019, between PHI Group, Inc., a Delaware corporation, as issuer (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Warrant Agent”).

COMPENSATION AGREEMENT
Compensation Agreement • August 25th, 2023 • PHI Group, Inc./De • Air transportation, nonscheduled

THIS COMPENSATION AGREEMENT (this “Agreement”) is made and entered into this 6th day of May, 2022, by and between the undersigned employer entity (the “Company”) and the undersigned employee of the Company (the “Employee”) and sets forth the terms and conditions for any and all bonus and/or other compensation payments of any sort (including, but not limited to, any salary) (“Bonus and/or Other Payment”) made by the Company to the Employee.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 25th, 2023 • PHI Group, Inc./De • Air transportation, nonscheduled • New York

This Registration Rights Agreement (this “Agreement”), dated as of September 4, 2019, is by and among by reorganized PHI, Inc. (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Article 6.

RESTRICTED STOCK UNIT AWARD AGREEMENT (DIRECTOR TIME-BASED) PHI Group, Inc. Management Incentive Plan
Restricted Stock Unit Award Agreement • August 25th, 2023 • PHI Group, Inc./De • Air transportation, nonscheduled • Delaware

This Award Agreement (this “Agreement”) is made as of the [ ] day of [ ] (the “Date of Grant”) between PHI Group, Inc. (the “Company”) and [ ] (“Participant”), and is made pursuant to the terms of the PHI Group, Inc. Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.

RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE-BASED) PHI Group, Inc. Management Incentive Plan
Restricted Stock Unit Award Agreement • August 25th, 2023 • PHI Group, Inc./De • Air transportation, nonscheduled • Delaware

This Award Agreement (this “Agreement”) is made as of the day of November 19, 2020 (the “Date of Grant”) between PHI Group, Inc. (the “Company”), and XXXX(“Participant”) and is made pursuant to the terms of the PHI Group, Inc. Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.

Services Agreement
Services Agreement • August 25th, 2023 • PHI Group, Inc./De • Air transportation, nonscheduled • Delaware

This Services Agreement (this “Agreement”), effective as of January 1, 2023 (the “Effective Date”), is by and between Renegade Swish, LLC, a Delaware limited liability company (“RS”) and PHI Group, Inc., a Delaware corporation (“PHI” and together with RS the “Parties”, and each a “Party”).

RESTRICTED STOCK UNIT AWARD AGREEMENT (TIME-BASED) PHI Group, Inc. Management Incentive Plan
Restricted Stock Unit Award Agreement • August 25th, 2023 • PHI Group, Inc./De • Air transportation, nonscheduled • Delaware

This Award Agreement (this “Agreement”) is made as of the day of November 19, 2020 (the “Date of Grant”)1 between PHI Group, Inc. (the “Company”), and XXXX (“Participant”) and is made pursuant to the terms of the PHI, Group Inc. Management Incentive Plan (the “Plan”). Any capitalized term used herein but not defined shall have the meaning set forth in the Plan.

EMPLOYMENT AGREEMENT
Employment Agreement • August 25th, 2023 • PHI Group, Inc./De • Air transportation, nonscheduled • Louisiana

This EMPLOYMENT AGREEMENT (this “Agreement”), effective as of 01 January 2020 (the “Effective Date”), is by and between PHI Group, Inc. (the “Company”) and James Hinch (“Executive”).

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