Convertible Note Purchase AgreementConvertible Note Purchase Agreement • June 22nd, 2023 • Surf Air Mobility Inc. • Air transportation, nonscheduled • California
This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of the date specified above between PARTNERS FOR GROWTH V, L.P. (“PFG”), whose address is 1751 Tiburon Blvd., Tiburon, CA 94920, the Borrower named above (“Borrower”), whose principal offices are located at the above address (“Borrower’s Address”). The Schedule to this Agreement (the “Schedule”) being signed by the parties concurrently, is an integral part of this Agreement. (Definitions of certain terms used in this Agreement are set forth in Section 7 below.)
AMENDMENT NO. 1 TO THE SECONDShare Purchase Agreement • June 22nd, 2023 • Surf Air Mobility Inc. • Air transportation, nonscheduled • New York
This AMENDMENT NO. 1 (this “Amendment”) is made and entered into as of June 15, 2023 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, to amend that certain SECOND AMENDED AND RESTATED SHARE PURCHASE AGREEMENT, dated as of February 8, 2023, between the Comp
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 22nd, 2023 • Surf Air Mobility Inc. • Air transportation, nonscheduled • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of June 21, 2023, (this “Agreement”), by and among 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”), 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” and together with the Company, and Parentco, the “Surf Entities”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 22nd, 2023 • Surf Air Mobility Inc. • Air transportation, nonscheduled • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written (the “Effective Date”) by and among SURF AIR MOBILITY INC., a Delaware corporation having 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.
AMENDMENT NO. 5 TO ACQUISITION AGREEMENTAcquisition Agreement • June 22nd, 2023 • Surf Air Mobility Inc. • Air transportation, nonscheduled
THIS AMENDMENT NO. 5 TO THE ACQUISITION AGREEMENT (this “Amendment”) is entered into as of June 21, 2023, 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.
