EXECUTION VERSION AMENDED AND RESTATED SHARE PURCHASE AGREEMENT dated as of May 17, 2022 by and among SURF AIR GLOBAL LTD. GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled • New York
This AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among SURF AIR GLOBAL LTD., a company limited by shares formed under the laws of the British Virgin Islands and having BVI Co. No. 1915770 and a principal place of business at 12111 Crenshaw Boulevard, Hawthorne, California, 90250 (the “Company”), on the one hand, and GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 412F, Route d’Esch, L-2086 Luxembourg (“Purchaser”) and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”), on the other hand.
MUTUAL TERMINATION AND RELEASE AGREEMENTMutual Termination and Release Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled • Delaware
This Mutual Termination and Release Agreement (the “Termination Agreement”) is made and entered into effective as of November 14, 2022 (the “Effective Date”) by and among Tuscan Holdings Corp. II, a Delaware corporation (“Tuscan”), and Tuscan Holdings Acquisition II LLC, a limited liability company organized under the laws of Delaware (“Sponsor”), Surf Air Global Limited, a BVI business company formed under the laws of the British Virgin Islands (“Surf Air”), and Surf Air Mobility Inc., a Delaware corporation and wholly-owned subsidiary of Surf Air (“SAM”).
DATA LICENSE AGREEMENT Between TEXTRON AVIATION INC. TEXTRON INNOVATIONS INC. And SURF AIR MOBILITY INC. For CARAVAN 208B EX TECHNICAL DATAData License Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled • Kansas
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of September 15, 2022, but effective as of the Effective Date (as defined below), by and between (i) Textron Aviation Inc. (“TAI”), a corporation organized and existing under the laws of the State of Kansas, U.S.A., whose registered address is at One Cessna Boulevard, Wichita, Kansas 67215 and Textron Innovations Inc. (“TII”), a Delaware corporation having its principal place of business at 40 Westminster Street, Providence, Rhode Island 02903 (collectively “Licensor”), on the one hand, and (ii) Surf Air Mobility Inc. (“Licensee”), a Delaware corporation having its principal place of business at 12111 Crenshaw Boulevard, Hawthorne, CA 90250, on the other hand (each of whom may be referred to hereafter as a “Party” or collectively as the “Parties”). “Effective Date” means the first trading date of shares of common stock of Licensee or its affiliate on a United States national securities exchange (which, for the avoidance o
AMENDED & RESTATED SALES AND MARKETING AGREEMENTSales and Marketing Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled • Kansas
THIS AMENDED & RESTATED SALES AND MARKETING AGREEMENT (this “Agreement”) is entered into as of September 27, 2022 (but effective as of the Effective Date (as defined below), by and between TEXTRON AVIATION INC., a Kansas corporation (“TAI”), and SURF AIR MOBILITY INC., a Delaware corporation (“SAM”) (each a “Party” and collectively, the “Parties”).
= Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted as the registrant has determined that certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i)...Master Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled
This Master Agreement (this “Agreement”) is intended to summarize the principal terms of the agreements between Jetstream Aviation Capital, LLC (“Lessor”) and the lessee as articulated herein (the “Lessee”) regarding the sale of certain aircraft specified herein and/or the assignment of purchase rights by the Lessee (or an affiliated entity controlled by Lessee) to the Lessor and lease by the Lessor to the Lessee of such aircraft specified below (each a “Transaction,” and collectively, the “Transactions”) each pursuant to a separate binding sale and purchase agreement for each individual aircraft (a “Sale Agreement”) and, in connection therewith, a separate binding lease agreement for each individual aircraft (a “Lease Agreement”) (collectively, the “Transaction Documents”). The Effective Date of this Agreement refers to the first trading date of shares of common stock of Lessee or its affiliate on a United States national securities exchange (which, for the avoidance of doubt, may occ
AMENDMENT NO. 1 TO PILOT PATHWAY AGREEMENTPilot Pathway Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled
This Amendment No. 1 to Pilot Pathway Agreement (this “Amendment”) is dated as of October 1, 2020 (the “Amendment Effective Date”), between Southern Airways Corporation, a Delaware corporation (together with its successors and permitted assigns, “SAC”) and SkyWest Airlines, Inc., a Utah corporation (together with its successors and permitted assigns, “SkyWest”). Collectively, SAC and SkyWest shall be referred to as “Parties” or individually as a “Party” where the context so requires.
AMENDMENT NO. 2 TO ACQUISITION AGREEMENTAcquisition Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled
THIS AMENDMENT NO. 2 TO THE ACQUISITION AGREEMENT (this “Amendment”) is entered into as of May 17, 2022, by and among Surf Air Global Limited, a British Virgin Islands company (“Surf Holdings”), Surf Air Inc., a Delaware corporation (“Surf Air”), Surf Air Mobility Inc., a Delaware corporation and wholly owned subsidiary of Surf Holdings (“NewCo”), SAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”, and together with Surf Air, NewCo and Surf Holdings, the “Surf Entities”), and Southern Airways Corporation, a Delaware corporation (the “Company”). Each entity is referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such terms in the Acquisition Agreement, as defined below.
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled
AMENDMENT NO.1 TO BUSINESS COMBINATION AGREEMENT, dated as of September 1, 2022 (this “Amendment”), by and among Tuscan Holdings Corp. II, a Delaware corporation (“SPAC”), Surf Air Global Limited, a BVI business company 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 BVI business company 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”).
COLLABORATION& ENGINEERING SERVICES AGREEMENT Between TEXTRON AVIATION INC. And SURF AIR MOBILITY INC. For CESSNA MODEL 208B GRAND CARAVAN EXCollaboration & Engineering Services Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled • Kansas
THIS COLLABORATION & ENGINEERING SERVICES AGREEMENT (this “Agreement” or the “CESA”), dated as of September 15, 2022, but effective as of the Effective Date (as defined below), is by and between Textron Aviation Inc., a Kansas corporation, with offices located at One Cessna Boulevard, Wichita, Kansas, U.S.A. 67215 (“TAI”) and Surf Air Mobility Inc., a Delaware corporation, with offices located at 12111 Crenshaw Boulevard, Hawthorne, CA 90250 (“SAM” and together with TAI, the “Parties”, and each a “Party”). “Effective Date” means the first trading date of shares of common stock of SAM or its affiliate on a United States national securities exchange (which, for the avoidance of doubt, may occur following a business combination with a special purpose acquisition company, or SPAC).
AMENDMENT NO. 1 TO ACQUISITION AGREEMENTAcquisition Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled
THIS AMENDMENT NO. 1 TO THE ACQUISITION AGREEMENT (this “Amendment”) is entered into as of August 22, 2021, by and among Surf Air Global Limited, a British Virgin Islands company (“Surf Holdings”), Surf Air Inc., a Delaware corporation (“Surf Air”), Surf Air Mobility Inc., a Delaware corporation and wholly owned subsidiary of Surf Holdings (“NewCo”), SAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”, and together with Surf Air, NewCo and Surf Holdings, the “Surf Entities”), and Southern Airways Corporation, a Delaware corporation (the “Company”). Each entity is referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such terms in the Original Agreement, as defined below.
ACQUISITION AGREEMENT BY AND AMONG SURF AIR MOBILITY INC., SURF AIR GLOBAL LIMITED, SURF AIR INC., SAC MERGER SUB INC., AND SOUTHERN AIRWAYS CORPORATION Dated as of March 17, 2021Acquisition Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled • Delaware
This ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2021, by and among Surf Air Global Limited, a British Virgin Islands company (“Surf Holdings”), Surf Air Inc., a Delaware corporation (“Surf Air”), Surf Air Mobility Inc., a Delaware corporation and wholly owned subsidiary of Surf Holdings (“NewCo”), SAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”, and together with Surf Air, NewCo and Surf Holdings, the “Surf Entities”), and Southern Airways Corporation, a Delaware corporation (the “Company”, and together with the Surf Entities, also referred to herein as the “Parties” and each, a “Party”).
ContractSimple Agreement for Future Equity (Safe) • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
AMENDMENT NO. 3 TO ACQUISITION AGREEMENTAcquisition Agreement • November 16th, 2022 • Surf Air Mobility Inc. • Air transportation, nonscheduled
THIS AMENDMENT NO. 3 TO THE ACQUISITION AGREEMENT (this “Amendment”) is entered into as of November 11, 2022, by and among Surf Air Global Limited, a British Virgin Islands company (“Surf Holdings”), Surf Air Inc., a Delaware corporation (“Surf Air”), Surf Air Mobility Inc., a Delaware corporation and wholly owned subsidiary of Surf Holdings (“NewCo”), SAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of NewCo (“Merger Sub”, and together with Surf Air, NewCo and Surf Holdings, the “Surf Entities”), and Southern Airways Corporation, a Delaware corporation (the “Company”). Each entity is referred to herein as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined in this Amendment shall have the meaning ascribed to such terms in the Acquisition Agreement, as defined below.
