WARRANT AGREEMENTWarrant Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of December 16, 2021 between Revelstone Capital Acquisition Corp., a Delaware corporation, with offices at 14350 Myford Road, Irvine, CA 92606 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 16, 2021 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Revelstone Capital Acquisition Corp. 14350 Myford Rd Irvine, CA 92606Revelstone Capital Acquisition Corp. • November 24th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 11, 2021 by and between Revelstone Capital LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,000 shares of common stock, $0.0001 par value per share of the Company (the “Shares”), up to 562,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and [D&O] (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), certain affiliates of Roth Capital Partners, LLC listed under “Roth Parties” on the signature page hereto (the “Roth Parties”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
Revelstone Capital Acquisition Corp 14350 Myford Road Irvine, CA 92606 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and BofA Securities, Inc. and Roth Capital Partners., as representatives (“the Representatives”) of the several underwriters (the “Underwriters”) named therein, relating to an underwritten initial public offering (the “Public Offering”) of 15,000,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant
AMENDED AND RESTATED MERGER AGREEMENT dated August 16, 2023 by and among Set Jet, Inc., Revelstone Capital Acquisition Corp., Revelstone Capital Merger Sub, Inc., andMerger Agreement • August 17th, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED MERGER AGREEMENT is dated as of August 16, 2023 (this “Agreement”), and entered into by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Thomas P. Smith, as the Securityholder Representative.
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of December 16, 2021 (this “Agreement”), is entered into by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and Revelstone Capital, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [·], 2023, among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and [each of] the purchaser signatory hereto (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 27th, 2023 • Revelstone Capital Acquisition Corp. • Air transportation, nonscheduled • Arizona
This employment agreement (the “Agreement”) is entered into by and between Thomas P. Smith (“you” or “your”) and Set Jet, Inc., a Nevada corporation, (the “Company”). This Agreement is made as of [DATE] and has an effective date of the closing of the transactions contemplated by that certain Amended and Restated Merger Agreement, by and among Set Jet, Inc., a Nevada corporation, Revelstone Capital Acquisition Corp., a Delaware corporation (“Revelstone”), and certain other parties, dated as of August 16, 2023, as amended from time to time (the “Effective Date”).
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • November 24th, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Revelstone Capital Acquisition Corp., a Delaware corporation, with offices at 14350 Myford Road, Irvine, CA 92606 (“Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
RESTRICTED STOCK UNIT AGREEMENT UNDER THE SET JET, INC. 2022 STOCK INCENTIVE PLANRestricted Stock Unit Agreement • September 27th, 2023 • Revelstone Capital Acquisition Corp. • Air transportation, nonscheduled • Nevada
THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is entered into by and between Set Jet, Inc., a Nevada corporation (the “Company”), and the Grantee named above, as of the Grant Date noted above, pursuant to the Set Jet, Inc. 2022 Stock Incentive Plan (the “Plan”).
SUBSCRIPTION AGREEMENTRegistration Rights Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This SUBSCRIPTION AGREEMENT (this “Agreement”) is dated as of July 17, 2023 by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned (the “Subscriber”).
COMPANY SUPPORT AGREEMENTCompany Support Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
THIS COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the stockholder of the Company listed on Schedule A hereto (“Securityholder”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
SELECT SERVICES AGREEMENTSelect Services Agreement • December 8th, 2023 • Revelstone Capital Acquisition Corp. • Air transportation, nonscheduled • Arizona
This Select Services Agreement (this “Agreement”) is entered into this ___ day of August 2021, by and between Sierra Delta Romeo LLC, a Colorado limited liability company (“Owner”), and Set Jet, LLC, a Nevada limited liability company (“Set Jet”).
ContractWarrant to Purchase Stock • October 23rd, 2023 • Revelstone Capital Acquisition Corp. • Air transportation, nonscheduled • Nevada
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTION 7.1 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
INVESTMENT AGREEMENTInvestment Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of November 18, 2021, is by and among (i) Revelstone Capital Acquisition Corp., a Delaware company (the “SPAC”), (ii) Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) the parties set forth on Exhibit A attached hereto (each, an “Investor”).
Revelstone Capital Acquisition Corp. 14350 Myford Road Irvine, CA 92606Revelstone Capital Acquisition Corp. • December 22nd, 2021 • Blank checks • New York
This letter agreement by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”) and Revelstone Capital, LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 377-05430) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • New York
This Subscription Agreement (“Agreement”) is entered into by and between the undersigned (“Subscriber”) and Set Jet, Inc. a Nevada corporation (the “Company”).
MERGER AGREEMENT dated July 17, 2023 by and among Set Jet, Inc., Revelstone Capital Acquisition Corp., Revelstone Capital Merger Sub, Inc., and Thomas P. Smith, as the Securityholder Representative.Merger Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
THIS MERGER AGREEMENT is dated as of July 17, 2023 (this “Agreement”), and entered into by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Thomas P. Smith, as the Securityholder Representative.
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of July [●], 2023, by and between the undersigned stockholder (the “Holder”) and Revelstone Capital Acquisition Corp., a Delaware corporation (the “Parent”).
15,000,000 Units REVELSTONE CAPITAL ACQUISITION CORP. Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half of one redeemable warrant UNDERWRITING AGREEMENT December 16, 2021Underwriting Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
SELECT SERVICES AGREEMENTSelect Services Agreement • December 8th, 2023 • Revelstone Capital Acquisition Corp. • Air transportation, nonscheduled • Arizona
This Select Services Agreement (this “Agreement”) is entered into this day of August 2021, by and between N602SJ, LLC, an Arizona limited liability company (“Owner”), David Jacofsky (“Jacofsky”), and Set Jet, LLC, a Nevada limited liability company (“Set Jet”).
VOTING AGREEMENTVoting Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
This Voting Agreement (this “Agreement”) is made as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), the Company shareholders listed on Schedule A attached hereto (together with the Company, the “Company Voting Parties” and each a “Company Voting Party”), Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), certain Parent stockholders listed on Schedule B attached hereto (the “Parent Parties” and together with Parent, the “Parent Voting Parties” and each a “Parent Voting Party,” and the Parent Voting Parties together with the Company Voting Parties, the “Voting Parties” and each a “Voting Party”). For purposes of this Agreement, capitalized terms used and not defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
PARENT SUPPORT AGREEMENTParent Support Agreement • July 21st, 2023 • Revelstone Capital Acquisition Corp. • Blank checks • Delaware
THIS PARENT SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2023, by and among Set Jet, Inc., a Nevada corporation (the “Company”), Revelstone Capital Acquisition Corp., a Delaware corporation (“Parent”), Revelstone Capital Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and the stockholders of Parent listed on Schedule A hereto (“Securityholders”). Capitalized terms used but not defined herein are used as they are defined in the Merger Agreement (as defined below).
WARRANTS PURCHASE AGREEMENTWarrants Purchase Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS WARRANTS PURCHASE AGREEMENT, dated as of December 16, 2021 (this “Agreement”), is entered into by and between Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), and certain affiliates of Roth Capital Partners, LLC, as set forth in Schedule I hereto (each, a “Purchasers” and together, the “Purchasers”).
AIRCRAFT CHARTER AGREEMENTAircraft Charter Agreement • December 8th, 2023 • Revelstone Capital Acquisition Corp. • Air transportation, nonscheduled • Arizona
THIS AIRCRAFT CHARTER AGREEMENT (this “Agreement”), dated as indicated below, is by and between Maine Aviation Aircraft Charter, LLC, a limited liability company organized and existing under the laws of the State of Maine (“Carrier”), and Set Jet, LLC, a limited liability company organized and existing under the laws of the State of Nevada, acting solely in its capacity as agent for the individual members of Set Jet who request air transportation (“Set Jet”). Set Jet hereby engages Carrier to provide charter transportation services to Set Jet (on behalf of its members), and Carrier hereby accepts such engagement, subject to the terms and conditions provided herein.
COMMON STOCK PURCHASE WARRANT REVELSTONE CAPITAL ACQUISITION CORP.Revelstone Capital Acquisition Corp. • July 21st, 2023 • Blank checks
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [·] or its assigns or successors in interest (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the ten year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price (as defined in Section 2(c) hereof).
SECURITY AGREEMENTSecurity Agreement • September 27th, 2023 • Revelstone Capital Acquisition Corp. • Air transportation, nonscheduled • Arizona
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of September 21, 2022, by and between SJ Fund, LLC (“Lender”), whose chief executive office is located at 15011 North 75th Street, Scottsdale, Arizona 85260 and Set Jet, Inc., a Nevada corporation (“Borrower” or the “Company”), whose address is 15011 North 75th Street, Scottsdale, Arizona 85260.
AMENDMENT TO LEASE AGREEMENTLease Agreement • October 23rd, 2023 • Revelstone Capital Acquisition Corp. • Air transportation, nonscheduled
THIS AMENDMENT is made and entered into this 30th day of December 2020, TO LEASE AGREEMENT dated December 15th, 2020, by and between Indigo Pearl, LLC, a Delaware limited liability company (“Landlord”), and Set Jet, LLC, an Arizona limited liability: company (“Tenant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 22nd, 2021 • Revelstone Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2021, is made and entered into by and among Revelstone Capital Acquisition Corp., a Delaware corporation (the “Company”), Revelstone Capital, LLC, a Delaware limited liability company (the “Sponsor”), certain affiliates of Roth Capital Partners, LLC listed under “Roth Parties” on the signature page hereto (the “Roth Parties”), the qualified institutional buyers or institutional accredited investors listed under “Anchor Investors” on the signature pages hereto (the “Anchor Investors”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 15th, 2023 • Revelstone Capital Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of June 14, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Revelstone Capital Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
SUBORDINATION OF PROMISSORY NOTE AND DEED OF TRUST AGREEMENTNote and Deed of Trust Agreement • October 23rd, 2023 • Revelstone Capital Acquisition Corp. • Air transportation, nonscheduled • Arizona
THIS SUBORDINATION OF PROMISSORY NOTE AND DEED OF TRUST AGREEMENT (“Subordination Agreement”) is made this 22nd day of February 2023, by and Fortress Financial, LLC, a Wyoming limited liability company (the “Lender”), Set Jet, Inc., a Nevada corporation (fka Set Jet, LLC) (the “Debtor”), and Barbara Levine Rothe, an individual, of 14343 North Frank Lloyd Wright Blvd., Unit 1008, Scottsdale, Arizona 85260 (the “Subordinating Creditor”) in favor of Lender.
OFFICE LEASE by and between Indigo Pearl, LLC a Delaware limited liability company and Set Jet, LLC a Nevada limited liability company Dated: December 15, 2020 For premises known as 15011 North 75th Street, Suite One Scottsdale, Arizona 85260Office Lease • October 23rd, 2023 • Revelstone Capital Acquisition Corp. • Air transportation, nonscheduled • Arizona
AMENDMENT AND EXTENSION OF PROMISSORY NOTE AND DEED OF TRUSTRevelstone Capital Acquisition Corp. • September 27th, 2023 • Air transportation, nonscheduled
THIS AMENDMENT AND EXTENSION OF PROMISSORY NOTE AND DEED OF TRUST (“Amendment”) is made and entered into this 20th day of April, 2022, by and between Set Jet, LLC, a Nevada limited liability company, with an address of 15011 North 75th Street, Scottsdale Arizona 85260 (the “Company” or ” Maker”) promises to pay to Barbara Levin Rothe, an Individual , with an address of 14343 North Frank Lloyd Wright Blvd, Unit 1008, Scottsdale, Arizona 85260 (“Holder”).
