AGREEMENT AND PLAN OF MERGER BY AND AMONGAgreement and Plan of Merger • June 2nd, 2023 • AIRO Group, Inc. • Aircraft • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 6, 2021, is entered into by and among AIRO Drone LLC, an Illinois limited liability company (“Target Company”), Joseph Burns (“Target Representative”), AIRO Group Holdings, Inc. (“Holdings”), a newly-incorporated Delaware corporation, AIRO Group, Inc. a Delaware corporation and wholly owned subsidiary of Holdings (“AIRO Group”) and AIRO Drone Merger Sub, LLC, a newly-formed Delaware limited liability company (“Merger Sub” and together with Target Company, Target Representative and Holdings, each a “Party” and collectively the “Parties”).
AMENDMENT TO ENGAGEMENT LETTEREngagement Letter • June 30th, 2023 • AIRO Group, Inc. • Aircraft
THIS AMENDMENT TO ENGAGEMENT LETTER (this “Amendment”), dated as of April 1, 2022 (the “Effective Date”), is made and entered into by and between KippsDeSanto & Co. (“KDC”) and Aspen Avionics, Inc. (the “Company”).
EQUITY PURCHASE AGREEMENT BY AND AMONG AIRO GROUP HOLDINGS, INC., AIRO GROUP, INC. SKY-WATCH A/S, EACH SELLER PARTY HERETO, AND THE SELLER REPRESENTATIVE DATED AS OF OCTOBER 6, 2021Equity Purchase Agreement • June 30th, 2023 • AIRO Group, Inc. • Aircraft • Delaware
THIS EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of October 6, 2021, is entered into by and among (i) AIRO Group, Inc., a Delaware corporation (“AIRO Group” or “Buyer”), (ii) AIRO Group Holdings, Inc., a Delaware corporation and wholly owned subsidiary of AIRO Group (“Holdings”), (iii) Sky-Watch A/S, a company organized under the laws of Denmark (“Target Company”), (iv) each Seller (as defined herein), and (v) Dangroup ApS, a company organized under the laws of Denmark (“Seller Representative”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties”.
SUCCESS FEE AGREEMENTSuccess Fee Agreement • June 2nd, 2023 • AIRO Group, Inc. • Aircraft • Delaware
THIS SUCCESS FEE AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2022, by and between AIRO Group Holdings, Inc., a Delaware corporation (the “AIRO”), and New Generation Aerospace, Inc., a Delaware corporation (“NGA”). Each of the AIRO and NGA are referred to herein individually as a “Party” and collectively as the “Parties.”
