INDEMNITY AGREEMENTIndemnity Agreement • September 29th, 2020 • Horizon Acquisition Corp II • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 23rd, 2020 • Horizon Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of October 22, 2020 by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
50,000,000 Units Horizon Acquisition Corporation II UNDERWRITING AGREEMENTUnderwriting Agreement • October 23rd, 2020 • Horizon Acquisition Corp II • Blank checks • New York
EAC Holdings Inc. Greenwich, CT 06830 August 7, 2020 EACS, LLC Greenwich, CT 06830 RE: Securities Subscription Agreement Gentlemen:Horizon Acquisition Corp II • September 29th, 2020 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on August 7, 2020 by and between EACS, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and EAC Holdings Inc., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 14,375,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,875,000 of which are subject to surrender and cancellation 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:
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • October 23rd, 2020 • Horizon Acquisition Corp II • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of October 22, 2020, is made and entered into by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), Horizon II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement (each such party, together with the Sponsor and, a “Holder” and collectively the “Holders”).
Horizon Acquisition Corporation II Greenwich, CT 06830 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 23rd, 2020 • Horizon Acquisition Corp II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), Deutsche Bank Securities Inc., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pur
WARRANT AGREEMENT HORIZON ACQUISITION CORPORATION II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 22, 2020Warrant Agreement • October 23rd, 2020 • Horizon Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 22, 2020, is by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • October 23rd, 2020 • Horizon Acquisition Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of October 19, 2020, is entered into by and between Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”), and Horizon II Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into by and among Flexjet, Inc., a Delaware corporation (the “Company”), Flexjet Sub, LLC, a Delaware limited liability company and successor in interest to Horizon Acquisition Corporation II (“Horizon”) and a direct wholly-owned subsidiary of the Company (“Merger Sub 2”), Directional Capital LLC, a Delaware limited liability company (“Directional”), Eldridge Industries, LLC, a Delaware limited liability company (“Eldridge”), Horizon II Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under “Epic Holders” on the signature page(s) hereto (each such party an “Epic Holder,”[1] and, together with Eldridge, Directional, Sponsor and any other person or entity who is identified on the signature pages hereto as a “Holder” or hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders”
Horizon Acquisition Corporation II 600 Steamboat Road, Suite 200 Greenwich, CT 06830Letter Agreement • December 3rd, 2020 • Horizon Acquisition Corp II • Blank checks • New York
This letter (the “Letter Agreement”) is being delivered to you in connection with your appointment as an officer of Horizon Acquisition Corporation II, a Cayman Islands exempted company (the “Company”). Reference is made to the Company’s underwritten initial public offering (the “Public Offering”) of up to 57,500,000 of the Company’s units (including up to 7,500,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, (the “Units”)), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission
SUPPORT AND NON-REDEMPTION AGREEMENTSupport and Non-Redemption Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks
This SUPPORT AND NON-REDEMPTION AGREEMENT (this “Agreement”) is made and entered into as of October 11, 2022, by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”), Horizon II Sponsor, LLC, a Delaware limited liability company (“Sponsor”), Flexjet, Inc., a Delaware corporation (“Flexjet”) and Epic Aero, Inc., a Delaware corporation (“Epic”, and, together with Flexjet, the “Target Companies”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).
October 19, 2020 HORIZON ACQUISITION CORPORATION IIHorizon Acquisition Corp II • October 23rd, 2020 • Blank checks • New York
FIRST AMENDMENT TO THE ELDRIDGE BACK-STOP LETTER AGREEMENTLetter Agreement • April 14th, 2023 • Horizon Acquisition Corp II • Blank checks
This FIRST AMENDMENT (this “Amendment”) to the Eldridge Back-Stop Letter Agreement (the “Back-Stop Letter”), dated as of October 11, 2022, by and between Flexjet, Inc., a Delaware corporation (“Flexjet”), and Eldridge Industries, LLC, a Delaware limited liability company (the “Eldridge”), is entered into as of December 16, 2022 by and between Flexjet and Eldridge. Each of Flexjet and Eldridge may be referred to herein individually as a “Party” and collectively as the “Parties.”
NEW WARRANT AGREEMENTNew Warrant Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks • New York
THIS NEW WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into between Flexjet, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Horizon Acquisition Corporation II Agrees to Terminate Business Combination Agreement with Flexjet, Inc.Horizon Acquisition Corp II • April 11th, 2023 • Blank checks
– Flexjet has agreed to make a termination payment to Horizon that will enable Horizon to make a liquidating distribution to the holders of its Class A ordinary shares expected to be approximately $11.33 per share
Flexjet, Inc.Subscription Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks • Delaware
HORIZON ACQUISITION CORPORATION II 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Horizon II Sponsor, LLC 600 Steamboat Road, Suite 200 Greenwich, CT 06830 Re: Administrative Support Agreement Ladies and Gentlemen:Horizon Acquisition Corp II • September 29th, 2020 • Blank checks • New York
This letter agreement by and between Horizon Acquisition Corporation II (the “Company”) and Horizon II Sponsor, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed by the Company with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
COMPANY SUPPORT AGREEMENTCompany Support Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks
This COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 11, 2022, by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”), Flexjet, Inc., a Delaware corporation (“Flexjet”), Epic Aero, Inc., a Delaware corporation (“Epic”, and, together with Flexjet, the “Target Companies”) and the undersigned, a stockholder of Epic (“Stockholder”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).
EXCHANGE AGREEMENTExchange Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks
THIS EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of October 11, 2022, by and among Flexjet, Inc., a Delaware corporation (“Flexjet”), Horizon II Sponsor, LLC, a Delaware limited liability company (“Sponsor”), and Directional Capital LLC, a Delaware limited liability company (“Directional”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks • Delaware
TERMINATION AGREEMENT (this “Agreement”) dated as of April 11, 2023 among:Termination Agreement • April 11th, 2023 • Horizon Acquisition Corp II • Blank checks
Reference is made to the Business Combination Agreement dated as of October 11, 2022 (the “BCA”) among the SPAC, OTH Merger Sub 1, LLC, a Delaware limited liability company, Flexjet, Inc., a Delaware corporation, Flexjet Sub, LLC, a Delaware limited liability company, and Epic. The Company became a party to the BCA (as the “Company” referred to therein) by a Joinder Agreement dated February 21, 2023.
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • October 11th, 2022 • Horizon Acquisition Corp II • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT, dated as of October 11, 2022 (this “Agreement”), is made and entered into by and among Horizon Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”), OTH Merger Sub 1, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of SPAC (“Merger Sub 1”), Flexjet, Inc., a Delaware corporation (“Flexjet”), Flexjet Sub, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Flexjet (“Merger Sub 2”) and Epic Aero, Inc., a Delaware corporation (“Epic”). Each of SPAC, Merger Sub 1, Flexjet, Merger Sub 2 and Epic are referred to herein individually as a “Party” and collectively as the “Parties.”
