12,500,000 Units Yellowstone Acquisition Company UNDERWRITING AGREEMENT October 21, 2020Underwriting Agreement • October 26th, 2020 • Yellowstone Acquisition Co • Blank checks • New York
Yellowstone Acquisition Company, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), 12,500,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 1,875,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitaliz
Yellowstone Acquisition Company Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 26th, 2020 • Yellowstone Acquisition Co • Blank checks • Delaware
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Yellowstone Acquisition Company, a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 12,500,000 of the Company’s units (including up to 1,875,000 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 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 shall be sold in the Public Offering pursua
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 26th, 2020 • Yellowstone Acquisition Co • Blank checks • Nebraska
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 21, 2020, is made and entered into by and among Yellowstone Acquisition Company, a Delaware corporation (the “Company”), BOC Yellowstone, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 9th, 2020 • Yellowstone Acquisition Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2020, by and between Yellowstone Acquisition Company, a Delaware corporation (the “Company”), and ___________________ (“Indemnitee”).
INDEMNITY AGREEMENTIndemnity Agreement • October 26th, 2020 • Yellowstone Acquisition Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of October 21, 2020, by and between Yellowstone Acquisition Company, a Delaware corporation (the “Company”), and Sydney C. Atkins (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • October 9th, 2020 • Yellowstone Acquisition Co • Blank checks • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October [__], 2020, is made and entered into by and among Yellowstone Acquisition Company, a Delaware corporation (the “Company”), BOC Yellowstone, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 23rd, 2021 • Yellowstone Acquisition Co • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December 22, 2021, by and between Yellowstone Acquisition Company, a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
SECOND AMENDED AND RESTATED SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • October 26th, 2020 • Yellowstone Acquisition Co • Blank checks • Delaware
This Second Amended and Restated Securities Subscription Agreement (this “Agreement”) is entered into as of October 21, 2020 (the “Effective Date”) by and between BOC Yellowstone, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Yellowstone Acquisition Company, a Delaware corporation (the “Company”, “we” or “us”).
FORM OF WARRANT AGREEMENT between YELLOWSTONE ACQUISITION COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of [●], 2020Warrant Agreement • October 19th, 2020 • Yellowstone Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between Yellowstone Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
WARRANT AGREEMENT between YELLOWSTONE ACQUISITION COMPANY and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of October 21, 2020Warrant Agreement • October 26th, 2020 • Yellowstone Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 21, 2020, is by and between Yellowstone Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
COMMON STOCK PURCHASE AGREEMENT Dated as of August 18, 2022 by and between SKY HARBOUR GROUP CORPORATION and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • August 19th, 2022 • Sky Harbour Group Corp • Real estate • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of August 18, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Sky Harbour Group Corporation, a Delaware corporation (the “Company”).
SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • October 26th, 2020 • Yellowstone Acquisition Co • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of October 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Yellowstone Acquisition Company, a Delaware corporation (the “Company”), and BOC Yellowstone LLC, a Delaware limited liability company (the “Purchaser”). This Agreement amends and restates the Sponsor Warrants Purchase Agreement dated as of October 9, 2020 by and between the Company and the Purchaser and the Amended and Restated Sponsor Warrants Purchase Agreement dated as of October 17, 2020.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 9th, 2020 • Yellowstone Acquisition Co • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2020 by and between Yellowstone Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 31st, 2022 • Sky Harbour Group Corp • Blank checks • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of January 25, 2022 (the “Effective Date”), by and among SKY HARBOUR GROUP CORPORATION, a Delaware corporation (the “Company” or the “Indemnitor”) and ____________________________ (the “Indemnitee”).
Yellowstone Acquisition Company 1411 Harney Street, Suite 200 Omaha, Nebraska 68102Agreement • September 10th, 2020 • Yellowstone Acquisition Co • Blank checks • Delaware
This agreement (the “Agreement”) is entered into as of August 31, 2020 by and between BOC Yellowstone, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Yellowstone Acquisition Company, 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 5,750,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 750,000 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:
TAX RECEIVABLE AGREEMENT by and among SKY HARBOUR GROUP CORPORATION SKY HARBOUR LLC, TAL KEINAN, as TRA HOLDER REPRESENTATIVE, and the several TRA HOLDERS (as defined herein) FROM TIME TO TIME PARTY HERETO Dated as of January 25, 2022Tax Receivable Agreement • January 31st, 2022 • Sky Harbour Group Corp • Blank checks • Delaware
This TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 25, 2022, is hereby entered into by and among Sky Harbour Group Corporation, a Delaware corporation (the “Corporation”), Sky Harbour LLC, a Delaware limited liability company (the “LLC”), the TRA Holder Representative (as defined below), and each of the TRA Holders (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 19th, 2022 • Sky Harbour Group Corp • Real estate • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 18, 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Sky Harbour Group Corporation, a Delaware corporation (the “Company”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 26th, 2020 • Yellowstone Acquisition Co • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Yellowstone Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 21, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
CONSENT, WAIVER AND SECOND AMENDMENT TO LOAN DOCUMENTSLoan Agreement • October 10th, 2023 • Sky Harbour Group Corp • Real estate • Texas
This LOAN AGREEMENT (this “Loan Agreement”) is made and entered into as of December 1, 2020, by and among RAPIDBUILT, INC., a Texas corporation (“Rapidbuilt”) and OVERFLOW, LTD., a Texas limited partnership (“Overflow”; together with Rapdibuilt individually and collectively, as the context requires, “Borrower”), and VISTA BANK, a Texas state bank (“Lender”).
GUARANTY AGREEMENTGuaranty Agreement • October 10th, 2023 • Sky Harbour Group Corp • Real estate • Texas
THIS GUARANTY AGREEMENT (this "Guaranty") is made as of the 12th day of May, 2023, by SKY HARBOUR, LLC, a Delaware limited liability company, ("Guarantor"), in favor of VISTA BANK ("Lender").
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2022 • Sky Harbour Group Corp • Blank checks • New York
THIS AMENDMENT TO the Agreement (as defined below) (this “Amendment”) is entered into as of March 24, 2022 (the “Effective Date”), by and between SKY HARBOUR LLC, a Delaware corporation (the “Company”), and Francisco Gonzalez (“Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2022 • Sky Harbour Group Corp • Blank checks • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of January 1, 2022 (the “Effective Date”), by and between SKY HARBOUR GROUP CORPORATION, a Delaware corporation (the “Company”), and Tal Keinan (“Employee”). In consideration of the mutual covenants and agreements set forth herein, the parties agree as follows:
SUBLEASE AGREEMENT by and between AA ACQUISITIONS LLC, as Landlord and SKY HARBOUR OPA LOCKA AIRPORT, LLC, as TenantSublease Agreement • January 31st, 2022 • Sky Harbour Group Corp • Blank checks • Florida
THIS SUBLEASE AGREEMENT (hereinafter referred to as the “Lease” or “Agreement”), is made and entered into this 2nd day of May, 2019 (the “Execution Date,”), by and between AA ACQUISITIONS, LLC a Florida limited liability company, with offices at 15000 NW 44th Avenue, Opa Locka, Florida 33054, (“Landlord”) and SKY HARBOUR OPA LOCKA AIRPORT, LLC, a Delaware limited liability company registered to do business in Florida, with offices at 767 5th Avenue, New York, New York 10153 (“Tenant”). Landlord and Tenant are sometimes referred to herein collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 2nd, 2023 • Sky Harbour Group Corp • Real estate • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into by and between Sky Harbour Group Corporation, a Delaware corporation (the “Company”), and each investor signatory hereto (each, an “Investor” and collectively, the “Investors”) and shall become effective upon the execution and delivery of this Agreement by the parties hereof.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SKY HARBOUR LLC AND THE HOLDERS DATED AS OF SEPTEMBER 14, 2021Registration Rights Agreement • January 31st, 2022 • Sky Harbour Group Corp • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this agreement, as it may be amended, supplemented or restated from time to time in accordance with its terms, this “Agreement”), dated as of September 14, 2021, by and among Sky Harbour LLC, a Delaware limited liability company (the “Company”) and the Holders (as hereinafter defined).
THIRD AMENDED AND RESTATED OPERATING AGREEMENT Dated as of January 25, 2022Operating Agreement • January 31st, 2022 • Sky Harbour Group Corp • Blank checks • Delaware
This THIRD AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of SKY HARBOUR LLC, a Delaware limited liability company (the “Company”), is made and entered into and becomes effective as of the 25th day of January, 2022 (the “Effective Date”) by and among the Company, Sky Harbour Group Corporation, a Delaware corporation (f/k/a Yellowstone Acquisition Company), as the managing member of the Company (together with any successor managing member permitted pursuant to this Agreement, the “Managing Member”) and the Members.
Sky Harbour LLC Westchester County Airport West Harrison, NY 10604Yellowstone Acquisition Co • December 23rd, 2021 • Blank checks • Delaware
Reference is made to (i) that certain Equity Purchase Agreement (the “Transaction Agreement”), dated as of August 1, 2021, by and between Sky Harbour LLC (the “Company”), and Yellowstone Acquisition Company (“Yellowstone”), and (ii) that certain Subscription Agreement, dated as of the date hereof, by and between BOC YAC Funding LLC (the “Subscriber”) and Yellowstone (the “Subscription Agreement”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to them in the Transaction Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • January 31st, 2022 • Sky Harbour Group Corp • Blank checks
This Employment Agreement (“Agreement”) is entered into by and between Alexander Saltzman (“Employee”) and Sky Harbour LLC (“Company”).
LEASE AND OPERATING AGREEMENT BETWEEN CONNECTICUT AIRPORT AUTHORITY AND BDL HANGARS LLC A SPECIALIZED AVIATION SERVICE OPERATOR AT BRADLEY INTERNATIONAL AIRPORT WINDSOR LOCKS, CONNECTICUTLease and Operating Agreement • March 27th, 2024 • Sky Harbour Group Corp • Real estate
THIS AGREEMENT, concluded at Windsor Locks, Connecticut, this ____ day of ______________, 2023, by and between the Connecticut Airport Authority, constituting a public instrumentality and political subdivision of the State of Connecticut, having a principal place of business at Bradley International Airport, Terminal A, Third Floor, Windsor Locks, Connecticut 06096 (CAA), and BDL Hangars LLC a Delaware Limited Liability Company having a principal place of business at 136 Tower Rd., Suite 205, White Plains, NY 10604 (Second Party).
Sky Harbour Group Corporation Class A Common Stock (par value $0.0001 per share) At Market Issuance Sales AgreementSky Harbour Group Corp • March 27th, 2024 • Real estate • New York
AMENDMENT NO. 2 To the Standard Form Airport Corporate Hangar and Land Lease between the City of Sugar Land and Sky Harbour Sugar Land Airport, LLC.Sky Harbour Group Corp • January 31st, 2022 • Blank checks
Whereas, effective February 6, 2019, the City of Sugar Land and Sky Harbour, LLC entered into a ground lease for approximately 4.085 acres of land located at the Sugar Land Regional Airport (“Lease”); and
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 3rd, 2021 • Yellowstone Acquisition Co • Blank checks • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of August 1, 2021, by and among Sky Harbour LLC, a Delaware limited liability company (the “Company”), Yellowstone Acquisition Company, a Delaware corporation (“Buyer”), BOC Yellowstone LLC, a Delaware limited liability company (“Sponsor I”) and BOC Yellowstone II LLC, a Delaware limited liability company (“Sponsor II” and, together with Sponsor I, “Sponsors”, and each a “Sponsor”), and as to Section 4.11, Boston Omaha Corporation, a Delaware corporation (“Boston Omaha”). The Company, Buyer, and each Sponsor are collectively referred to herein as the “Parties” and each a “Party”.
AMENDED AND RESTATED STANDARD FORM AIRPORT CORPORATE HANGAR LAND LEASE BETWEEN THE CITY OF SUGAR LAND AND Sky Harbour Sugar Land Airport, LLCPremises • January 31st, 2022 • Sky Harbour Group Corp • Blank checks
The City of Sugar Land, Texas, as owner of the Sugar Land Regional Airport and Sky Harbour Sugar Land Airport, LLC, as Lessee of the Premises described in the Lease, agree as follows:
FIRST AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • January 31st, 2022 • Sky Harbour Group Corp • Blank checks • Florida
This First Amendment to Sublease Agreement (“Amendment”) is made this 14th day of May, 2021 (the “Effective Date”), between AA ACQUISITIONS, LLC a Florida limited liability company, with offices at 15000 NW 44th Avenue, Opa Locka, Florida 33054, (“Landlord”), and SKY HARBOUR OPA LOCKA AIRPORT, LLC, a Delaware limited liability company registered to do business in Florida, with offices at 767 5th Avenue, New York, New York 10153 (“Tenant”). Landlord and Tenant are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 2nd, 2023 • Sky Harbour Group Corp • Real estate • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 1, 2023, by and among Sky Harbour Group Corporation, a Delaware corporation (the “Company”), and each investor signatory hereto (each, an “Investor” and collectively, the “Investors”). Capitalized terms used herein have the respective meanings ascribed thereto in that certain Securities Purchase Agreement by and among the Company and the Investors, dated as of November 1, 2023 (the “Purchase Agreement”) unless otherwise defined herein.
