EARLYBIRDCAPITAL, INC. New York, New York 10017 July 11, 2019Surf Air Mobility Inc. • October 24th, 2022 • New York
This is to confirm our agreement whereby Tuscan Holdings Corp. II, a Delaware corporation (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merging with, acquiring, engaging in a share exchange, recapitalization or reorganization, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-232205) filed with the Securities and Exchange Commission (collectively, the “Registration Statement”) in connection with its initial public offering (“IPO”).
AMENDED AND RESTATED SHARE PURCHASE AGREEMENT dated as of May 17, 2022 by and among SURF AIR GLOBAL LTD. GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • October 24th, 2022 • Surf Air Mobility Inc. • New York
This AMENDED AND RESTATED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written 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.
DATA LICENSE AGREEMENTLicense Agreement • October 24th, 2022 • Surf Air Mobility Inc. • Kansas
THIS LICENSE AGREEMENT (“Agreement”) is made and entered into as of September 15, 2022, but effective as of the Effective Date (as defined below), by and between (i) Textron Aviation Inc. (“TAI”), a corporation organized and existing under the laws of the State of Kansas, U.S.A., whose registered address is at One Cessna Boulevard, Wichita, Kansas 67215 and Textron Innovations Inc. (“TII”), a Delaware corporation having its principal place of business at 40 Westminster Street, Providence, Rhode Island 02903 (collectively “Licensor”), on the one hand, and (ii) Surf Air Mobility Inc. (“Licensee”), a Delaware corporation having its principal place of business at 12111 Crenshaw Boulevard, Hawthorne, CA 90250, on the other hand (each of whom may be referred to hereafter as a “Party” or collectively as the “Parties”). “Effective Date” means the first trading date of shares of common stock of Licensee or its affiliate on a United States national securities exchange (which, for the avoidance o
AMENDED & RESTATED SALES AND MARKETING AGREEMENTSales and Marketing Agreement • October 24th, 2022 • Surf Air Mobility Inc. • Kansas
THIS AMENDED & RESTATED SALES AND MARKETING AGREEMENT (this “Agreement”) is entered into as of September 27, 2022 (but effective as of the Effective Date (as defined below), by and between TEXTRON AVIATION INC., a Kansas corporation (“TAI”), and SURF AIR MOBILITY INC., a Delaware corporation (“SAM”) (each a “Party” and collectively, the “Parties”).
Re: Master Agreement Ladies and Gentlemen:Master Agreement • October 24th, 2022 • Surf Air Mobility Inc.
This Master Agreement (this “Agreement”) is intended to summarize the principal terms of the agreements between Jetstream Aviation Capital, LLC (“Lessor”) and the lessee as articulated herein (the “Lessee”) regarding the sale of certain aircraft specified herein and/or the assignment of purchase rights by the Lessee (or an affiliated entity controlled by Lessee) to the Lessor and lease by the Lessor to the Lessee of such aircraft specified below (each a “Transaction,” and collectively, the “Transactions”) each pursuant to a separate binding sale and purchase agreement for each individual aircraft (a “Sale Agreement”) and, in connection therewith, a separate binding lease agreement for each individual aircraft (a “Lease Agreement”) (collectively, the “Transaction Documents”). The Effective Date of this Agreement refers to the first trading date of shares of common stock of Lessee or its affiliate on a United States national securities exchange (which, for the avoidance of doubt, may occ
AMENDMENT NO. 1 TO PILOT PATHWAY AGREEMENTPilot Pathway Agreement • October 24th, 2022 • Surf Air Mobility Inc.
This Amendment No. 1 to Pilot Pathway Agreement (this “Amendment”) is dated as of October 1, 2020 (the “Amendment Effective Date”), between Southern Airways Corporation, a Delaware corporation (together with its successors and permitted assigns, “SAC”) and SkyWest Airlines, Inc., a Utah corporation (together with its successors and permitted assigns, “SkyWest”). Collectively, SAC and SkyWest shall be referred to as “Parties” or individually as a “Party” where the context so requires.
AMENDMENT NO. 2 TO ACQUISITION AGREEMENTAcquisition Agreement • October 24th, 2022 • Surf Air Mobility Inc.
THIS AMENDMENT NO. 2 TO THE ACQUISITION AGREEMENT (this “Amendment”) is entered into as of May 17, 2022, 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.
COLLABORATION & ENGINEERING SERVICES AGREEMENTEngineering Services Agreement • October 24th, 2022 • Surf Air Mobility Inc. • Kansas
THIS COLLABORATION & ENGINEERING SERVICES AGREEMENT (this “Agreement” or the “CESA”), dated as of September 15, 2022, but effective as of the Effective Date (as defined below), is by and between Textron Aviation Inc., a Kansas corporation, with offices located at One Cessna Boulevard, Wichita, Kansas, U.S.A. 67215 (“TAI”) and Surf Air Mobility Inc., a Delaware corporation, with offices located at 12111 Crenshaw Boulevard, Hawthorne, CA 90250 (“SAM” and together with TAI, the “Parties”, and each a “Party”). “Effective Date” means the first trading date of shares of common stock of SAM or its affiliate on a United States national securities exchange (which, for the avoidance of doubt, may occur following a business combination with a special purpose acquisition company, or SPAC).
AMENDMENT NO. 1 TO ACQUISITION AGREEMENTAcquisition Agreement • October 24th, 2022 • Surf Air Mobility Inc.
THIS AMENDMENT NO. 1 TO THE ACQUISITION AGREEMENT (this “Amendment”) is entered into as of August 22, 2021, 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 Original Agreement, as defined below.
ACQUISITION AGREEMENT BY AND AMONG SURF AIR MOBILITY INC., SURF AIR GLOBAL LIMITED, SURF AIR INC., SAC MERGER SUB INC., AND SOUTHERN AIRWAYS CORPORATION Dated as of March 17, 2021Acquisition Agreement • October 24th, 2022 • Surf Air Mobility Inc. • Delaware
This ACQUISITION AGREEMENT (this “Agreement”) is made and entered into as of March 17, 2021, 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”, and together with the Surf Entities, also referred to herein as the “Parties” and each, a “Party”).
ContractSimple Agreement for Future Equity • October 24th, 2022 • Surf Air Mobility Inc. • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
