REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • December 12th, 2022 • Golden Falcon Acquisition Corp. • Blank checks • Delaware
This Registration Rights and Lock-Up Agreement (this “Agreement”) is made and entered into as of December 6, 2022 and effective as of the Closing Date (as defined in the Business Combination Agreement (as defined below)), except for Section 5.1.1, which shall be effective as of the date hereof, by and among MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Business Combination Agreement.
BUSINESS COMBINATION AGREEMENT BY AND AMONG MNG HAVAYOLLARI VE TAŞIMACILIK A.Ş. MERLIN HOLDCO, LLC, MERLIN INTERMEDIATECO, LLC MERLIN FINCO, LLC, MERLIN MERGER SUB, INC., and GOLDEN FALCON ACQUISITION CORP., DATED AS OF DECEMBER 6, 2022Business Combination Agreement • December 12th, 2022 • Golden Falcon Acquisition Corp. • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT is made and entered into as of December 6, 2022, by and among MNG Havayolları ve Taşımacılık A.Ş., a joint stock corporation organized under the laws of Turkey (the “Company”), Merlin HoldCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of the Company (“HoldCo”), Merlin IntermediateCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of HoldCo (“IntermediateCo”), Merlin FinCo, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of HoldCo (“FinCo”), Merlin Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of IntermediateCo (“Merger Sub”), and Golden Falcon Acquisition Corp., a Delaware corporation (“GF”). Each of the Company, HoldCo, IntermediateCo, FinCo, GF, and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties.” The term “Agreement” as used herein refers to this Business Combinatio
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 12th, 2022 • Golden Falcon Acquisition Corp. • Blank checks
SPONSOR SUPPORT AGREEMENT, dated as of December 6, 2022 (this “Agreement”), by and among Golden Falcon Sponsor Group, LLC, a Delaware limited liability company (“Sponsor”), Golden Falcon Acquisition Corp, a Delaware corporation (“GF”), and MNG Havayollari ve Tasimacilik A.S., a joint stock corporation organized under the laws of Turkey (the “Company”), and Xavier Rolet, KBE, Dominique D’Hinnin, I. Martin Pompadur, Isabelle Amiel Azoulai, and Mikael Breuer-Weil (each an “Additional Founder Shares Holder” and, collectively, the “Additional Founder Shares Holders” and together with Sponsor, the “Sponsor Persons”).
SHAREHOLDERS STATEMENT December 6, 2022Shareholders Statement • December 12th, 2022 • Golden Falcon Acquisition Corp. • Blank checks
Subject to the fulfillment of all of the obligations of the Parties under the Business Combination Agreement, dated December 6, 2022 (the “Business Combination Agreement”), by and among the MNG Havayolları ve Taşımacılık Anonim Şirketi (“Company”), HoldCo, IntermediateCo, FinCo, Merger Sub and GF, each shareholder of the Company, whose names appear on the signature page of this Shareholders Statement (each, a “Shareholder” and, collectively, the “Shareholders”), hereby agrees, declares and undertakes to take all the necessary actions at the Company’s general assembly meeting (or any other meeting) level and use all voting rights to approve:
