AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Flexjet, Inc., a Delaware corporation (the “Company”), Flexjet Sub, LLC, a Delaware limited liability company and successor in interest to Horizon Acquisition Corporation II (“Horizon”) and a direct wholly-owned subsidiary of the Company (“Merger Sub 2”), Directional Capital LLC, a Delaware limited liability company (“Directional”), Eldridge Industries, LLC, a Delaware limited liability company (“Eldridge”), Horizon II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Epic Holders” on the signature page(s) hereto (each such party an “Epic Holder,”[1] and, together with Eldridge, Directional, Sponsor and any other person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders”
SUPPORT AND NON-REDEMPTION AGREEMENTSupport and Non-Redeemtion Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks
This SUPPORT AND NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of October 11, 2022, by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”), Horizon II Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Flexjet, Inc., a Delaware corporation (“Flexjet”) and Epic Aero, Inc., a Delaware corporation (“Epic”, and, together with Flexjet, the “Target Companies”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).
NEW WARRANT AGREEMENTWarrant Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks • New York
THIS NEW WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into between Flexjet, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Flexjet, Inc.Eldridge Back-Stop Letter Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks • Delaware
COMPANY SUPPORT AGREEMENTCompany Support Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 11, 2022, by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”), Flexjet, Inc., a Delaware corporation (“Flexjet”), Epic Aero, Inc., a Delaware corporation (“Epic”, and, together with Flexjet, the “Target Companies”) and the undersigned, a stockholder of Epic (“Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).
EXCHANGE AGREEMENTExchange Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 11, 2022, by and among Flexjet, Inc., a Delaware corporation (“Flexjet”), Horizon II Sponsor, LLC, a Delaware limited liability company (“Sponsor”), and Directional Capital LLC, a Delaware limited liability company (“Directional”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks • Delaware
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT, dated as of October 11, 2022 (this “Agreement”), is made and entered into by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”), OTH Merger Sub 1, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of SPAC (“Merger Sub 1”), Flexjet, Inc., a Delaware corporation (“Flexjet”), Flexjet Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Flexjet (“Merger Sub 2”) and Epic Aero, Inc., a Delaware corporation (“Epic”). Each of SPAC, Merger Sub 1, Flexjet, Merger Sub 2 and Epic are referred to herein individually as a “Party” and collectively as the “Parties.”
