REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 18th, 2022 • Tuscan Holdings Corp. II • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [●], 2022, by and among (i) Surf Air Mobility Inc., a Delaware corporation (“Pubco”), (ii) each of the Persons listed on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof, and (iii) each of the other Persons set forth from time to time on the Schedule of Holders who, at any time, own securities of Pubco and enter into a joinder to this Agreement agreeing to be bound by the terms hereof (each Person identified in the foregoing (ii) and (iii) a “Holder” and, collectively, the “Holders”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 12 hereof.
VOTING SUPPORT AGREEMENTVoting Support Agreement • May 18th, 2022 • Tuscan Holdings Corp. II • Blank checks • Delaware
VOTING SUPPORT AGREEMENT, dated as of May 17, 2022 (this “Agreement”), by and among TUSCAN HOLDINGS CORP. II, a Delaware corporation (“Tuscan”), and each of the members of Surf Air Global Limited, a company formed under the laws of the British Virgin Islands (the “Company”) whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).
CONFIDENTIALITY AND LOCKUP AGREEMENTConfidentiality and Lockup Agreement • May 18th, 2022 • Tuscan Holdings Corp. II • Blank checks • Delaware
This Confidentiality and Lockup Agreement is dated as of May 17, 2022 and is among Surf Air Mobility Inc., a Delaware corporation (“Parentco”), Tuscan Holdings Acquisition II, LLC, a Delaware limited liability company (together with its successors, the “Sponsor”) and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit A hereto (“Joinder”) with Parentco in order to become a “Stockholder Party” for purposes of this Agreement (collectively, the “Stockholder Parties”).
SPONSOR LETTER AGREEMENTSponsor Letter Agreement • May 18th, 2022 • Tuscan Holdings Corp. II • Blank checks • Delaware
This SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of May 17, 2022, is made by and among Tuscan Holdings Acquisition II, LLC, a Delaware limited liability company (together with its successors, the “Sponsor”), Tuscan Holdings Corp. II, a Delaware corporation (“Tuscan”), Surf Air Global Limited, a corporation formed under the laws of the British Virgin Islands (the “Company”), Surf Air Mobility Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Parentco”), THCA Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parentco (“Merger Sub I”), and SAGL Merger Sub Limited, a corporation formed under the laws of the British Virgin Islands and wholly-owned subsidiary of Parentco (“Merger Sub II” and together with the Company, Parentco and Merger Sub I, the “Surf Entities”). Sponsor, Tuscan and the Surf Entities shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein sha
