OMNIBUS AMENDMENT AND EXCHANGE AGREEMENT

This OMNIBUS AMENDMENT AND EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2026, by and between Surf Air Mobility Inc., a Delaware corporation (the “Company”), High Trail Special Situations LLC (the “Note Holder”), and HT Investments MA LLC (the “Warrant Holder,” and together with the Note Holder, each, a “Holder,” and collectively, the “Holders”). Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Securities Purchase Agreement (as defined below).

RECITALS

WHEREAS, the Company and the Holders are parties to that certain Securities Purchase Agreement, dated as of November 10, 2025, by and among the Company and the Holders, as amended from time to time (the “Securities Purchase Agreement”);

WHEREAS, pursuant to the Securities Purchase Agreement, on November 12, 2025, the Company issued to the applicable Holder: () pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”), common stock purchase warrants (the “Warrants”) to purchase shares of common stock of the Company, par value $0.0001 per share (the “Common Stock”), and () pursuant to an exemption from registration requirements under the Securities Act, that certain Senior Secured Convertible Note due 2028, with an aggregate principal amount of $74 million (as () amended by that certain Amendment to Senior Secured Convertible Note Due 2028 and Security Agreement, dated as of April 24, 2026, between the Company, the other grantors party thereto and the Note Holder (“Amendment No. 1”), and that certain Amendment No. 2 to Senior Secured Convertible Note due 2028 and Security Agreement, dated as of June 2, 2026 (“Amendment No. 2”) and () modified by the Note Side Letters (as defined below), and as further amended, restated, amended and restated or otherwise modified to date, the “Existing Note”);

WHEREAS, the obligations of the Company under the Existing Note are: () secured by a first priority security interest to the Collateral Agent, as collateral agent for the Note Holder, in the Collateral, now owned and hereafter created or acquired, of the Company and its Subsidiaries, pursuant to the terms of that certain Security Agreement, dated as of November 12, 2025, between the Company, the other grantors party thereto, and the Note Holder (as amended by Amendment No. 1, Amendment No. 2, and as further amended, restated, amended and restated or otherwise modified to date, the “Security Agreement”) and () guaranteed by certain subsidiaries of the Company pursuant to the terms of that certain Subsidiary Guaranty Agreement, dated as of November 12, 2025, among the Company, the subsidiaries of the Company party thereto and the Note Holder (the “Subsidiary Guaranty”);

WHEREAS, the parties have previously entered into: () that certain Letter Agreement, dated March 12, 2026, between the Note Holder and the Company related to that certain Cash Sweep Notice, dated March 10, 2026, issued by the Note Holder to the Company (the “Initial Note Side Letter”) and () that certain Letter Agreement, dated May 18, 2026, between the Note Holder and the Company related to certain Company obligations under the Initial Note Side Letter

(the “Additional Note Side Letter”, and together with the Initial Note Side Letter, collectively, the “Note Side Letters”);

WHEREAS, the liens and payment priority of the obligations of the Company owed to the Note Holder and certain other creditors of the Company are subject to the terms of that certain Amended and Restated Subordination and Intercreditor Agreement dated as of November 12, 2025 among the Note Holder, the other creditors of the Company party thereto, the Company and the Subsidiary Guarantors (as defined therein) (the “Intercreditor Agreement”, together with the Securities Purchase Agreement, the Existing Note, the Warrants, the Security Agreement, the Subsidiary Guaranty, Amendment No. 1, Amendment No. 2, and the Note Side Letters, the “Existing Transaction Documents”);

WHEREAS, the Company and the Note Holder desire to exchange the Existing Note with a currently outstanding principal amount of $46,857,142.89 for: () a new Senior Secured Convertible Note due 2027, with an aggregate principal amount of $16,857,142.89, in the form attached hereto as Exhibit A (the “New Senior Note”, and the shares of Common Stock issuable upon conversion of such New Senior Note, the “New Note Shares”) and () a new Senior Secured Term Note due 2028, with an aggregate principal amount of $30 million, in the form attached hereto as Exhibit B (the “New Term Note”, and, together with the New Senior Note, the “New Notes”), which New Notes will be issued pursuant to an exemption from registration requirements under the Securities Act;

WHEREAS, the obligations of the Company under the New Notes will be secured by a first priority (subject to Permitted Liens) security interest to the Collateral Agent, as collateral agent for the Note Holder, in the Collateral, now owned and hereafter created or acquired, of the Company and its Subsidiaries, pursuant to the terms of that certain Amended and Restated Security Agreement, in the form attached hereto as Exhibit C (the “New Security Agreement”);

WHEREAS, the obligations of the Company under the New Notes will be guaranteed by certain of the subsidiaries of the Company, pursuant to the terms of that certain Amended and Restated Subsidiary Guaranty, in the form attached hereto as Exhibit D (the “New Subsidiary Guaranty”);

WHEREAS, the liens and payment priority of the obligations of the Company under the New Notes will be subject to the terms of that certain Second Amended and Restated Subordination and Intercreditor Agreement, in the form attached hereto as Exhibit E (the “New Intercreditor Agreement”, and together with the New Notes, this Agreement, the New Security Agreement, and the New Subsidiary Guaranty, the “New Transaction Documents”);

WHEREAS, pursuant to Section 3(g) of the Warrants, at any time, subject to the rules and regulations of the Trading Market (as defined in the Warrant) and applicable law, the Company may at any time during the term of the Warrants, subject to the prior written consent of the Warrant Holder, reduce the then current exercise price to any amount and for any period of time deemed appropriate by the board of directors of the Company;

WHEREAS, in consideration of transactions contemplated hereunder, the Company and the Warrant Holder desire to amend the terms of the Warrants to reduce the exercise price of the Warrants to $1.12 per share;

WHEREAS, pursuant to Section 9(e) of the Securities Purchase Agreement, no provision of the Securities Purchase Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders; and

WHEREAS, in consideration of the transactions contemplated hereunder, the undersigned Holders constitute the Required Holders under the Securities Purchase Agreement and the Company and the Holders desire to amend the terms of the Securities Purchase Agreement as set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration, the parties hereto, intending to be bound legally hereby, covenant and agree as follows:

AGREEMENT

() Exchange. Subject to the terms and conditions of this Agreement and pursuant to Section 3(a)(9) of the Securities Act, at the Closing (as defined below), the Existing Note shall automatically be, and be deemed to have been, cancelled and surrendered by the Note Holder to the Company in exchange for the following new notes issued by the Company and delivered to the Note Holder (the “Exchange”):

() the New Senior Note, in an aggregate principal amount of $16,857,142.89, in the form attached hereto as Exhibit A; and

() the New Term Note, in an aggregate principal amount of $30 million, in the form attached hereto as Exhibit B.

Upon the closing of the Exchange (the “Closing”), the obligations formerly evidenced by the Existing Note shall thereafter be evidenced by the New Notes.

() Cancellation of Existing Note. Upon the issuance of the New Notes to the Note Holder at the Closing, the Existing Note shall automatically be, and be deemed to have been, cancelled and shall be of no further force or effect, and the Note Holder shall have no further rights thereunder.

() Closing. The Closing shall take place on July 1, 2026, or on such other date as the Company and the Note Holder may mutually agree in writing, upon satisfaction or waiver, in each Holder’s sole discretion, of the conditions set forth in Section 7 hereof (the “Closing Date”).

() No Additional Consideration. The parties acknowledge and agree that no additional cash or other consideration, or any other consideration by the Note Holder that would not be consistent with the application of Section 3(a)(9) of the Securities Act to the issuance of the New

Notes, shall be paid by either party in connection with the exchange of the Existing Note for the New Notes, and that the surrender and cancellation of the Existing Note constitutes adequate consideration for the issuance of the New Notes in exchange therefor.

() Holding Period. For the purposes of Rule 144 of the Securities Act, the Company acknowledges that () the holding period of the New Notes and the New Note Shares may be tacked by the Note Holder onto the holding period of the Existing Note and () the adjustment to the Warrants pursuant to Section 2 below shall have no effect on the holding period of the Warrants and the holding period of the Warrants will continue to tack back to the original issue date of the Warrants, and the Company agrees not to take a position contrary to this Section 1(e).

() The definition of the “Notes” contained in Recital B of the Securities Purchase Agreement shall be replaced entirely with the following:

“The “Notes” means, collectively: () the Company’s Senior Secured Convertible Note due 2027, in an aggregate principal amount of $16,857,142.89, issued to High Trail Special Situations LLC and () the Company’s Senior Secured Term Note due 2028, in an aggregate principal amount of $30 million, issued to High Trail Special Situations LLC, with each of (i) and (ii) constituting a “Note”.”

() The last sentence of Section 3(d) of the Securities Purchase Agreement shall be replaced entirely with the following:

“Transaction Documents” means, collectively, () this Agreement, () the Notes, () the Warrants, () the Lock-Up Agreements (as defined herein), () the Omnibus Amendment and Exchange Agreement, dated as of June 30, 2026, between the Company and the holders party thereto, () the collateral questionnaire(s), () the Security Documents, () the Amended and Restated Security Agreement, dated as of July 1, 2026, between the Company, the other grantors party thereto, and High Trail Special Situations LLC, as the secured party, () the Irrevocable Transfer Agent Instructions (as defined below), and () each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

() For the avoidance of doubt, all references to the “Notes” in the Securities Purchase Agreement, including, but not limited to, in connection with the Company’s covenants and obligations contained in Section 4 (Covenants) thereof shall mean and refer to the New Notes issued hereunder.

() Organization and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted. The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to issue the New Notes and the New Note Shares.

() Authorization. The execution, delivery and performance by the Company of this Agreement and the issuance of the New Notes, and the New Note Shares upon conversion of the New Senior Note, have been duly authorized by all necessary corporate action on the part of the Company, and no further consent or authorization is required by the Company, its board of directors or its stockholders. When executed and delivered by the Company, the New Transaction Documents shall constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms.

() Valid Issuance. The New Notes, when issued and delivered in accordance with this Agreement, will be duly and validly issued. The New Note Shares, when issued and paid for in accordance with the terms of the New Senior Note, will be duly authorized, validly issued, fully paid and nonassessable, and free and clear of all liens, encumbrances and restrictions, other than restrictions on transfer under applicable securities laws and as set forth in the New Senior Note.

() No Conflicts. The execution, delivery and performance of the New Transaction Documents and the consummation by the Company of the transactions contemplated thereby, and the issuance of the New Notes in exchange of the Existing Note, do not and will not () conflict with or result in a breach of any provision of the Company’s certificate of incorporation or bylaws, () violate in any material respect any law, rule, regulation, order, judgment or decree applicable to the Company (including federal and state securities laws and regulations), () result in a breach of, or constitute a default under, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both), with respect to any material agreement to which the Company is a party, or () result in the creation of any liens, claims, security interests, other encumbrances or defects upon any of the properties or assets of the Company except pursuant to the New Transaction Documents.

() Reservation of Shares. The Company has reserved a sufficient number of shares of Common Stock from its authorized and unissued shares to provide for the issuance in full of the New Note Shares upon conversion of the New Senior Note, without regard to any limitations on the conversion of the New Senior Note as set forth therein.

() Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the New Transaction Documents, except as otherwise has been obtained, including, without limitation, all consents, approvals and authorization required from the principal Trading Market on which the Common Stock is listed or quoted.

() No Registration Required. No registration under the Securities Act is required for the issuance of the New Notes in exchange of the Existing Note and, upon conversion of the New Senior Note, the issuance of the New Note Shares by the Company to the Note Holder as contemplated hereby.

() No Defaults. () The Company and each Subsidiary () are, on the date hereof immediately prior to giving effect to the Closing, in compliance with all covenants under the Existing Transaction Documents, and () will, on the date hereof immediately after giving effect to the Closing, be in compliance with all covenants under the New Transaction Documents, () on the date hereof immediately prior to giving effect to the Closing, no Default or Event of Default (each, as defined in the Existing Note) has occurred or is continuing, and () on the date hereof immediately after giving effect to the Closing, no Default or Event of Default (each, as defined in the New Notes) will have occurred or be continuing.

() Organization and Authority. Such Holder has the requisite power and authority to execute, deliver and perform its obligations under this Agreement.

() Ownership of Existing Note. The Note Holder is the legal and beneficial owner of the Existing Note, free and clear of any liens, claims, charges, security interests or other encumbrances.

() Accredited Investor. Each Holder is financially capable of bearing the investment risks associated with investments of the kind contemplated by this Agreement and is an “accredited investor” as defined in Rule 501(a) of the Securities Act of 1933, as amended. Each Holder is familiar with the risks inherent in the acquisition and holding of investments of the kind contemplated by this Agreement, including without limitation the risk that the New Senior Note and New Term Note may have to be held indefinitely and may decline in value resulting in a loss of such Holder’s entire invested capital. Each Holder has been given the opportunity to ask questions of the Company and has received from the Company all information it has requested relating to this Agreement and the transaction contemplated hereby.

() Investment Intent. The Note Holder is acquiring the New Notes and, upon any conversion thereof, will acquire the New Note Shares, for its own account and not with a view to or for distributing or reselling such securities or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

() No Conflicts. The execution, delivery and performance of this Agreement by such Holder will not () violate any law, rule, regulation, order, judgment or decree applicable to such Holder, or () result in a breach of, or constitute a default under, any material agreement to which such Holder is a party.

() Conditions to the Holders’ Obligations. The obligations of each Holder to consummate the transactions contemplated under this Agreement at the Closing are subject to the satisfaction or waiver, in each Holder’s sole discretion, of the following conditions:

() the Company shall have delivered to the Note Holder the duly executed New Notes;

() the Company shall have delivered to the Note Holder the duly executed New Security Agreement;

() the Company and/or its Subsidiaries shall have delivered to the Note Holder the duly executed New Subsidiary Guaranty;

() the Company and the other parties thereto shall have delivered to the Note Holder the duly executed New Intercreditor Agreement;

() the Holders shall have received the opinion of Sullivan & Worcester LLP, the Company’s counsel, dated as of the Closing Date, in the form reasonably acceptable to the Holders;

() [Reserved];

() The Company shall have delivered to the Holders a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in each such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of

such jurisdiction of formation as of a date within ten (10) days of the Closing Date, along with a bring-down letter certifying the good standing of the Company and each of its Subsidiaries as of the Closing Date;

() Each and every representation and warranty of the Company contained in Section 5 of this Agreement and Section 3 of the Securities Purchase Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date) and the Company shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Holder shall have received a certificate, duly executed by the Chief Executive Officer or the Chief Financial Officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Holder in the form reasonably acceptable to the Holder;

() The Common Stock () shall be designated for quotation or listed (as applicable) on the NYSE and () shall not have been suspended, as of the Closing Date, by the SEC or the NYSE from trading on the NYSE nor shall suspension by the SEC or the NYSE have been threatened, as of the Closing Date, either () in writing by the SEC or the NYSE or () by falling below the minimum maintenance requirements of the NYSE;

() The Company shall have obtained all governmental, regulatory or third party consents and approvals for the transactions contemplated hereunder, including, without limitation, the NYSE having raised no objection to any of the transactions contemplated by the New Transaction Documents, if any;

() No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated by the New Transaction Documents;

() Since the date of execution of the Securities Purchase Agreement, no event or series of events shall have occurred that would reasonably be expected to have a Material Adverse Effect;

() The Company shall have submitted a Supplemental Listing Application (“SLAP”) to the NYSE relating to the issuance of the New Senior Note and the New Note Shares as contemplated hereby, and, if required, the issuance of shares of Common Stock underlying the Warrants (the “Warrant Shares”), the NYSE shall have provided the written approval of such SLAP and the Company shall have otherwise not received any notice from the NYSE objecting to the listing of the New Note Shares and, if applicable, the Warrant Shares;

() The Company shall have delivered, or caused to be delivered, to the Holders the results of recent lien, judgment and (if requested by the Holders) bankruptcy searches in each relevant jurisdiction with respect to the Company and its Subsidiaries, and such search results shall reveal no Liens on any of the Collateral (as such term is defined in the Security Agreement) except for Permitted Liens, Liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Holders, or Liens in favor of the Holders;

() () the Company and each Subsidiary shall () immediately prior to giving effect to the Closing, be in compliance with all covenants under the Existing Transaction Documents, and () immediately after giving effect to the Closing, be in compliance with all covenants under the New Transaction Documents, () on the Closing Date, no Default or Event of Default (each, as defined in the Existing Note) shall have occurred or be continuing, and () no Default or Event of Default (each, as defined in the New Notes) shall result from the Closing;

() All costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) contemplated hereby to be payable to the Holders shall have been paid and/or otherwise reimbursed to the extent due;

() The Company shall have delivered to the Note Holder a duly completed and executed collateral questionnaire dated no earlier than five (5) days prior to the Closing Date, in the form attached hereto as Exhibit F; and

() The Company shall have delivered to the Holders the Disclosure Schedules, which set forth, as of the date hereof, all information required to be disclosed therein pursuant to the Securities Purchase Agreement.

() Conditions to the Company’s Obligations. The obligations of the Company to consummate the transactions contemplated under this Agreement at the Closing are subject to the satisfaction or waiver of the following conditions:

() the Note Holder shall have delivered to the Company the duly executed New Security Agreement;

() the Note Holder shall have delivered to the Company the duly executed New Intercreditor Agreement; and

() the representations and warranties of each Holder contained in Section 6 of this Agreement and Section 2 of the Securities Purchase Agreement shall be true and correct in all material respects (except for such representations and warranties that are qualified by materiality or material adverse effect, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date), and such Holder shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by such Holder at or prior to the Closing Date.

() Additional Issuances of Securities. The Company agrees that for the period commencing on the date of this Agreement and ending on the date immediately following the thirtieth (30th) calendar day following the Closing Date (the “Restricted Period”), neither the Company nor any of its Subsidiaries shall directly or indirectly issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or register, amend or supplement any outstanding registration statements or file any shelf registration statements, or any amendments or supplements thereto), or announce any issuance, offer, sale, grant of any option or right to purchase or other disposition of, any equity security or any equity-linked or related security (including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act), any Convertible Securities, any preferred stock or any purchase rights). Notwithstanding the foregoing, this Section 8(a) shall not apply during the Restricted Period in respect of () the issuance of restricted stock units, stock appreciation rights or restricted stock awards, Options or Convertible Securities issued under any Approved Stock Plan, so long as () the aggregate number of shares issued and issuable pursuant thereto does not exceed five percent (5%) of the Common Stock issued and outstanding immediately prior to the date hereof and () the exercise price of any such Options is not lowered and the conversion price of any such Convertible Securities is not lowered, none of such Options or Convertible Securities are amended to increase the number of shares issuable thereunder, and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Holders, () conversion or exercise of existing Options or Convertible Securities of the Company, so long as the exercise price of any such Options is not lowered and the conversion price of any such Convertible Securities is not lowered, none of such Options or Convertible Securities are amended to increase the number of shares issuable thereunder, and none of the terms or conditions of any such options are otherwise changed in any manner that materially and adversely affects any of the Holders, or () the issuances of Underlying Shares. Notwithstanding the foregoing, this Section 8(a) shall not apply with respect to: () any issuances of only Common Stock pursuant to an equity line of credit with the GEM Facility, any other Equity Line of Credit, or any “at-the-market” facility and () any issuances of Common Stock or any Convertible Securities in connection with any financing transaction to acquire Aircraft (as defined in the New Security Agreement) used in the ordinary course of business.

() Disclosure of Transactions and Other Material Information.

() Disclosure of Transaction. By no later than 8:30 a.m. (local time in New York, New York) on the first Trading Day after the date of this Agreement, the Company shall: () issue a press release (the “Press Release”) reasonably acceptable to the Holders describing the transactions contemplated by the New Transaction Documents; and () file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the New Transaction Documents in the form required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and attaching all the material New Transaction Documents (the “8-K Filing”). From and after the filing of the 8-K Filing, the Company shall have disclosed all material, non-public information (if any) provided to any of the Holders by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the filing of the 8-K Filing, the Company acknowledges and agrees that any and all confidentiality or

similar obligations under any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors, affiliates, employees or agents, on the one hand, and any of the Holders or any of their affiliates, on the other hand, shall have terminated and none of the Holders have been subject to any such obligation since the filing of the 8-K Filing.

() Limitations on Disclosure. Other than as required under the New Transaction Documents (but subject to any other disclosure obligations of the Company with respect thereto), the Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and agents not to, provide any Holder with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof unless prior thereto such Holder shall have consented in writing to the receipt of such information and agreed with the Company to keep such information confidential. If any material, non-public information is required to be provided by the Company or any of its Subsidiaries to any Holder pursuant to the New Transaction Documents, the Company shall obtain each Holder’s prior written consent prior to providing such information to such Holder, and if any Holder fails to provide such written consent, the Company shall not be deemed to be in breach of any of the New Transaction Documents as a result of the failure to provide such information. To the extent that the Company delivers any material, non-public information to a Holder without such Holder’s prior written consent in breach of the foregoing sentence, the Company hereby covenants and agrees that such Holder shall not have any duty of confidentiality with respect to, or a duty not to trade on the basis of, such material, non-public information, provided that the Holder shall remain subject to applicable law. Subject to the foregoing, neither the Company, its Subsidiaries nor any Holder shall issue any press releases or any other public statements with respect to the transactions contemplated hereby (other than repeating information in substantial conformity with prior public disclosures permissibly made available to the public), except a Press Release and the 8-K Filing, filings required by the Exchange Act and disclosure related to any information required to be provided to a Holder under any New Transaction Documents that would otherwise constitute material nonpublic information; provided, however, the Company shall be entitled, without the prior approval of any Holder, to make any press release or other public disclosure with respect to such transactions () in substantial conformity with the 8-K Filing and () as is required by applicable law and regulations (provided that in the case of clause (A) above, each Holder shall be consulted by the Company in connection with any such press release or other public disclosure prior to its release). Without the prior written consent of the applicable Holder (which may be granted or withheld in such Holder’s sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) submit for publication or otherwise cause or seek to publish any information naming any Holder or disclose the name of any Holder in any filing, announcement, release or otherwise; provided that, nothing in the foregoing shall be construed to prohibit the Company from making any submission or filing () which it is required to make by applicable law or pursuant to judicial process, () as required by federal securities law in connection with the filing of final New Transaction Documents with the SEC, or () to the extent such disclosure is required by law or regulations of the NYSE; provided further, that () such filing or submission shall contain only such information as is necessary to comply with applicable law or judicial process

and () unless specifically prohibited by applicable law or court order, the Company shall promptly notify the Holders of the requirement to make such submission or filing and provide the Holders with a copy thereof, except in the 8-K Filing and as otherwise may be required by applicable law or regulations. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary would otherwise be true, the Company expressly acknowledges and agrees that no Holder shall have (unless expressly agreed to by a particular Holder after the date hereof in a written definitive and binding agreement executed by the Company and such particular Holder (it being understood and agreed that no Holder may bind any other Holder with respect thereto)) any duty of confidentiality with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its Subsidiaries.

() Fees. The Company shall reimburse the Holders for all documented costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the New Transaction Documents, including the structuring, negotiation and establishment of the letter of credit and the intercreditor and/or subordination agreement referred to in clauses (G)(b)(1)(x) and (G)(b)(1)(y), respectively, of the definition of “Permitted Indebtedness” in Section 1 of the New Notes (including, without limitation, any other reasonable fees and expenses in connection with due diligence and regulatory filings in connection therewith). The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC fees or broker’s commissions (other than for Persons engaged by the Holders) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and the Company shall hold the Holders harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth herein, each party to this Agreement shall bear its own expenses in connection with the entry into transactions contemplated by this Agreement.

() Indemnification. The Company hereby covenants and agrees to be bound by indemnification provisions set forth on Annex A to this Agreement.

() Governing Law. The terms and provisions of Section 9(a) (Governing Law; Jurisdiction; Jury Trial) of the Securities Purchase Agreement shall be incorporated herein, mutatis mutandis, as if set forth herein in full.

() Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

() Entire Agreement. This Agreement, together with the other New Transaction Documents and the Securities Purchase Agreement (as amended hereby), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior

negotiations, representations, warranties, commitments, offers, contracts and writings, written or oral, with respect to the subject matter hereof.

() Amendments and Waivers. No provision of this Agreement may be amended, modified or waived except by an instrument in writing signed by the Company and the Holders.

() Notices. All notices, requests, demands, claims and other communications hereunder shall be delivered in accordance with the notice provisions of the Securities Purchase Agreement.

() Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign this Agreement without the prior written consent of the other parties.

() Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

() Further Assurances. Each party shall execute and deliver such additional documents, instruments and agreements and take such further actions as may be reasonably necessary to effectuate the transactions contemplated by this Agreement.

() Existing Transaction Documents. Except as expressly amended or amended and restated by this Agreement, () the Existing Transaction Documents (other than the Existing Note upon consummation of the Exchange) shall remain in full force and effect, and () nothing in this Agreement shall be deemed to waive, amend, modify or release any rights or obligations of any party under the Existing Transaction Documents.

() Termination. This Agreement may be terminated by any Holder, by written notice to the other parties, if the Closing has not been consummated on or before the fifth (5th) Trading Day following the date hereof; provided, however, that the right to terminate this Agreement under this Section 9(j) shall not be available to such Holder if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Holder’s breach of this Agreement. Nothing contained in this Section 9(j) shall be deemed to release any party from any liability for any breach by such party of the terms and provisions of this Agreement or the other New Transaction Documents or to impair the right of any party to compel specific performance by any other party of its obligations under this Agreement or the other New Transaction Documents.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first written above.

COMPANY:

SURF AIR MOBILITY INC.

a Delaware corporation

By: ___/s/ Deanna White_______________

Name: Deanna White

Title: Chief Executive Officer

NOTE HOLDER:

HIGH TRAIL SPECIAL SITUATIONS LLC

By: ___/s/ Erik Helenek _______________

Name: Erik Helenek

Title: Authorized Signatory

WARRANT HOLDER:

HT INVESTMENTS MA LLC

By: ___/s/ Erik Helenek _______________

Name: Erik Helenek

Title: Authorized Signatory

Annex A

Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Omnibus Amendment and Exchange Agreement between High Trail Special Situations LLC, HT Investments MA LLC and Surf Air Mobility Inc., of even date hereof (the “Agreement”), of which Agreement this Annex A forms a part.

In consideration of the execution and delivery of the Agreement by the Holders, and in addition to all of the Company’s other obligations thereunder, the Company shall defend, protect, indemnify and hold harmless each Holder and all of their respective stockholders, partners, members, officers, directors, employees and direct or indirect investors and any agents or other representatives of the foregoing (including, without limitation, those retained in connection with the transactions contemplated by the Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, relating to or based upon () any misrepresentation or breach of any representation or warranty made by the Company in the Agreement, () any breach of any covenant, agreement or obligation of the Company contained in the Agreement, and/or () any cause of action, suit, proceeding or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) or which otherwise involves such Indemnitee that arises out of or results from () the execution, delivery, performance or enforcement of any of the Agreement (including, without limitation, any hedging or similar activities in connection therewith), or () the status of a Holder either as an investor in the Company pursuant to the transactions contemplated by the Agreement or as a party to the Agreement (including, without limitation, any hedging or similar activities in connection therewith or as a party in interest or otherwise in any action or proceeding for injunctive or other equitable relief); provided, however, that the Company will not be liable in any such case to a Holder or its related Indemnitees to the extent that any such claim, loss, damage, liability or expense arises primarily out of or is based primarily upon the inaccuracy of any representations and warranties made by such Holder in the Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.

Promptly after receipt by an Indemnitee of notice of the commencement of any action or proceeding (including, without limitation, any governmental action or proceeding) involving an Indemnified Liability, such Indemnitee shall, if a claim in respect thereof is to be made against any indemnifying party, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Indemnitee; provided, however, that an Indemnitee shall have the right to retain its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: () the indemnifying party has agreed in writing to pay such fees and expenses; () the indemnifying party

shall have failed promptly to assume the defense of such Indemnified Liability and to employ counsel reasonably satisfactory to such Indemnitee in any such Indemnified Liability; or () the named parties to any such Indemnified Liability (including, without limitation, any impleaded parties) include both such Indemnitee and the indemnifying party, and such Indemnitee shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Indemnitee and the indemnifying party (in which case, if such Indemnitee notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume the defense thereof and such counsel shall be at the expense of the indemnifying party), provided further that in the case of clause (iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel for such Indemnitee. The Indemnitee shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any such action or claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available to the Indemnitee which relates to such Indemnified Liability. The indemnifying party shall keep the Indemnitee reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnitee, consent to entry of any judgment or enter into any settlement or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnitee of a release from all liability in respect to such Indemnified Liability, and such settlement shall not include any admission as to fault on the part of the Indemnitee. Following indemnification as provided for hereunder, the indemnifying party shall be subrogated to all rights of the Indemnitee with respect to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Indemnitee hereunder, except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action. The indemnification required hereunder shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or Indemnified Liabilities are incurred. The indemnity and contribution agreements contained herein shall be in addition to () any cause of action or similar right of the Indemnitees against the indemnifying party or others, and () any liabilities the indemnifying party may be subject to pursuant to the law.

Exhibit A

Form of New Senior Note

See attached.

Exhibit B

Form of New Term Note

See attached.

Exhibit C

Form of New Security Agreement

See attached.

Exhibit D

Form of New Subsidiary Guaranty

See attached.

Exhibit E

Form of New Intercreditor Agreement

See attached.

Exhibit F

Form of Collateral Questionnaire

See attached.

SURF AIR MOBILITY INC.

Senior Secured Convertible Note due 2027

Certificate No. 1

SURF AIR MOBILITY INC., a Delaware corporation (the “Company”), for value received, promises to pay to HIGH TRAIL SPECIAL SITUATIONS LLC (the “Initial Holder”), or its registered assigns, one hundred ten percent (110%) of the principal sum of sixteen million eight hundred and fifty-seven thousand one hundred forty-two dollars and eighty nine cents ($16,857,142.89) (such principal sum, the “Principal Amount” and one hundred ten percent (110%) of such Principal Amount, the “Maturity Principal Amount”) on July 1, 2027, and to pay any outstanding interest thereon, as provided in this Note, in each case, as provided in and subject to the other provisions of this Note, including the earlier redemption, repurchase or conversion of this Note.

Unless otherwise indicated, references herein to “dollars” or “$” are to U.S. dollars.

Additional provisions of this Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, Surf Air Mobility Inc. has caused this instrument to be duly executed as of the date set forth below.

SURF AIR MOBILITY INC.

Date: July 1, 2026 By:

Name:

Title:

SURF AIR MOBILITY INC.

Senior Secured Convertible Note due 2027

This Note (this “Note” and, collectively with any Note issued in exchange therefor or in substitution thereof, the “Notes”) is issued by SURF AIR MOBILITY INC., a Delaware corporation (the “Company”), and designated as its “Senior Secured Convertible Notes due 2027”.

Section . Definitions.

“Affiliate” has the meaning set forth in Rule 144 under the Securities Act.

“ATM Sales Agreement” has the meaning set forth in Section 8(X).

“Attribution Parties” means, collectively, the following Persons and entities: () any investment vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the Issue Date, directly or indirectly managed or advised by the Holder’s investment manager or any of its Affiliates or principals, () any direct or indirect Affiliates of the Holder or any of the foregoing, () any Person acting or who could be deemed to be acting as a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) together with the Holder or any of the foregoing and () any other Persons whose beneficial ownership of the Common Stock would or could be aggregated with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.

“Authorized Denomination” means, with respect to the Notes, a Principal Amount thereof equal to $1,000 or any integral multiple of $1,000 in excess thereof, or, if such Principal Amount then-outstanding is less than $1,000, then such outstanding Principal Amount.

“Bankruptcy Law” means Title 11, United States Code, or any similar U.S. federal or state or non-U.S. law for the relief of debtors.

“Board of Directors” means the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.

“Business Combination Event” has the meaning set forth in Section 9.

“Business Day” means any day other than a Saturday, a Sunday or any day on which commercial banks in The City of New York are authorized or required by law or executive order to close or be closed; provided, however, for clarification, commercial banks in The City of New York shall not be deemed to be authorized or required by law or executive order to close or be closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are open for use by customers on such day.

“Capital Lease” means, with respect to any Person, any leasing or similar arrangement conveying the right to use any property, whether real or personal property, or a combination thereof, by that Person as lessee that, in conformity with GAAP, is required to be accounted for as a capital lease on the balance sheet of such Person.

“Capital Lease Obligation” means, at the time any determination is to be made, the amount of the liability in respect of a Capital Lease that would at that time be required to be capitalized on a balance sheet prepared in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be prepaid by the lessee without payment of a penalty.

“Capital Stock” of any Person means any and all shares of, interests in, rights to purchase, warrants or options for, participations in, or other equivalents of, in each case however designated, the equity of such Person, but excluding any debt securities convertible into such equity.

“Cash” means all cash and liquid funds.

“Cash Equivalents” means, as of any date of determination, any of the following: () marketable securities () issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, or () issued by any agency of the United States Government, the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after such date; () marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one (1) year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor’s Corporation or at least P-1 from Moody’s Investors Service; () commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor’s Corporation or at least P-1 from Moody’s Investors Service; () certificates of deposit or bankers’ acceptances maturing within one (1) year after such date and issued or accepted by any commercial bank organized under the laws of the United States or any state thereof, or the District of Columbia that () is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator), and () has Tier 1 capital (as defined in such regulations) of not less than $5,000,000,000; and () shares of any money market mutual fund that () has substantially all of its assets invested continuously in the types of investments referred to in clauses (A) and (B) above, () has net assets of not less than $5,000,000,000, and () has the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service.

“Cash Sweep Amount” means, with respect to all Cash Sweep Dispositions, fifty percent (50%) of the gross cash or cash equivalents proceeds to the Company from all such Cash Sweep Dispositions.

“Cash Sweep Certification” has the meaning set forth in Section 4(C)(ii).

“Cash Sweep Dispositions” means any Disposition of the Electrification Assets or the SurfOS assets (including any corresponding Dispositions of Equity Interests in Surf Air Technologies Inc.), so long as any of the consideration received by the Company or any of its Subsidiaries in connection with such Disposition is cash or cash equivalents.

“Cash Sweep Financing” means all Cash Sweep Dispositions.

“Cash Sweep Notice” has the meaning set forth in Section 4(C)(iii).

“Cash Sweep Payment” has the meaning set forth in Section 4(C)(i).

“Close of Business” means 5:00 p.m., New York City time.

“Closing Date Letter of Credit” has the meaning set forth in the New Term Note as in effect on the date hereof.

“Collateral” has the meaning set forth in the Security Agreements.

“Collateral Agent” means the Initial Holder in its capacity as collateral agent for the Holder and each Other Holder, together with any successor thereto in such capacity.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the common stock, par value $0.0001 per share, of the Company, subject to Section 7(I).

“Common Stock Change Event” has the meaning set forth in Section 7(I)(i).

“Compliance Certification” has the meaning set forth in Section 8(J)(ii).

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to () any Indebtedness or other obligations of another Person, including any such obligation directly or indirectly guaranteed, endorsed, co-made or discounted or sold with recourse by that Person, or in respect of which that Person is otherwise directly or indirectly liable; () any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and () all obligations arising under any interest rate, currency or commodity swap agreement, interest rate cap agreement, interest rate collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Control Agreement” has the meaning set forth in the Security Agreements.

“Controlled Account” has the meaning set forth in Section 8(J)(i).

“Conversion Consideration” has the meaning set forth in Section 7(E)(i).

“Conversion Date” means the first Business Day on which the requirements set forth in Section 7(C)(i) or Section 7(D)(i) (as applicable) to convert this Note are satisfied.

“Conversion Price” means, as of any time, an amount equal to () one thousand dollars ($1,000) divided by () the Conversion Rate in effect at such time.

“Conversion Rate” initially means 896.0573 shares of Common Stock per $1,000 Principal Amount of Notes; provided, however, that the Conversion Rate is subject to adjustment pursuant to Section 7; provided, further, that whenever this Note refers to the Conversion Rate as of a particular date without setting forth a particular time on such date, such reference will be deemed to be to the Conversion Rate immediately after the Close of Business on such date.

“Conversion Settlement Date” has the meaning set forth in Section 7(E)(iv).

“Conversion Value” means, in respect of any notice, the product of () the Conversion Rate in effect as of the date of determination; and () the Daily VWAP per share of Common Stock on the date of determination.

“Convertible Securities” means any Capital Stock or other security (other than Options) that is at any time and under any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder thereof to acquire, any shares of Common Stock.

“Copyright License” means any written agreement granting any right to use any Copyright or Copyright registration, now owned or hereafter acquired by the Company or in which the Company now holds or hereafter acquires any interest.

“Copyrights” means all copyrights, whether registered or unregistered, held pursuant to the laws of the United States, any State thereof, or of any other country.

“Covering Price” has the meaning set forth in Section 7(E)(v)(1).

“Daily Volume” means, for any VWAP Trading Day, the aggregate dollar trading volume of the Common Stock as reported by Bloomberg and displayed under the heading “Bloomberg Value Traded” on Bloomberg page “SRFM US <EQUITY> VAP” (or its equivalent successor ticker or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day. The Daily Volume will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“Daily VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as reported by Bloomberg and displayed under the heading “Bloomberg VWAP” on Bloomberg page “SRFM US <EQUITY> VAP” (or its equivalent successor ticker or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized

independent investment banking firm selected by the Company). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

“Default” means any event that is (or, after notice, passage of time or both, would be) an Event of Default.

“Default Interest” has the meaning set forth in Section 10(D).

“Deferred Partial Redemption Payment” has the meaning set forth in Section 4(A).

“Disposition” means the sale, transfer, license, lease or other disposition of any property by the Company or any Subsidiary, including any sale and leaseback transaction and any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Stock” means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder) or upon the happening of any event:

in the case of each of clauses (A), (B) and (C), at any point prior to the one hundred eighty-first (181st) day after the Maturity Date.

“DTC” means The Depository Trust Company.

“Electrification Assets” means the Company’s and its Subsidiaries’ current and future right, title and interest in and to their electrification technology program and any related contracts, products, services and materials intended to outfit new or existing aircraft by designing, developing, manufacturing, maintaining, selling and supporting fully electric or hybrid-electric powertrain technology for aircraft.

“Eligible Exchange” means any of The New York Stock Exchange, The NYSE American LLC, The Nasdaq Capital Market, The Nasdaq Global Market or The Nasdaq Global Select Market (or any of their respective successors).

“Equity Conditions” will be deemed to be satisfied as of any date if all of the following conditions are satisfied as of such date and on each of the twenty (20) previous Trading Days: () the shares issuable pursuant to this Note are Freely Tradable; () the Holder is not in possession of

any material non-public information; () the issuance of such shares will not be limited by Section 7(J); () such shares will satisfy Section 7(F)(i); () no pending, proposed or intended Fundamental Change has occurred that has not been abandoned, terminated or consummated; () the Daily VWAP per share of the Common Stock is not less than seventy-five cents ($0.75); () () the average daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the New York Stock Exchange over such twenty (20) consecutive Trading Day period is not less than two million dollars ($2,000,000), and () on each Trading Day during such twenty (20) consecutive Trading Day period, the daily dollar trading volume is not less than one million dollars ($1,000,000); () no delisting or suspension by the principal, in terms of volume, Eligible Exchange on which the Company is then listed or traded has been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or is reasonably likely to occur or pending as evidenced by (x) a writing by such Eligible Exchange or (y) the Company falling below the minimum listing maintenance requirements, if applicable, of such Eligible Exchange; and () no Event of Default will have occurred that has not been waived and no Default will have occurred and be continuing which has not been waived.

“Equity Interest” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents, including preferred stock or membership interests (however designated, whether voting or non-voting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.

“Equity Line of Credit” means () the Company’s existing GEM Facility and () any other equity line of credit solely for the issuance of common stock approved by written agreement by the Required Holders (which approval may be granted at any time by the Required Holders in their sole discretion and which equity line of credit shall not be amended or otherwise modified in a manner adverse to the Holder after the Required Holders have granted such approval).

“Equity Rights” shall mean, with respect to any Person, any then-outstanding subscriptions, Options, warrants, commitments, preemptive rights, convertible debt, or other equity-linked securities or agreements of any kind for the issuance or sale, of any additional Equity Interests of any class, or partnership or other ownership interests of any type in, such Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“Event of Default” has the meaning set forth in Section 10(A).

“Event of Default Acceleration Amount” means, with respect to the delivery of a notice pursuant to Section 10(B)(ii) declaring this Note (or a portion hereof) to be due and payable upon compliance with the conditions set forth in that section on account of an Event of Default, a cash amount equal to the greater of () the sum of () one hundred fifteen percent (115%) of 110% of the then outstanding principal amount of this Note (or such lesser principal amount accelerated pursuant to such notice), and () the accrued and unpaid interest on this Note and () the sum of () one hundred ten percent (110%) of the product of () the Conversion Rate in effect as of the Trading

Day immediately preceding the date that the Holder delivers such notice pursuant to Section 10(B)(ii); () the total then outstanding Principal Amount of this Note (or such lesser principal amount accelerated pursuant to such notice, in each case, expressed in thousands); and () the greater of (x) the highest Daily VWAP per share of Common Stock occurring during the thirty (30) consecutive VWAP Trading Days ending on, and including, the VWAP Trading Day immediately before the date the Holder delivers such notice pursuant to Section 10(B)(ii) and (y) the highest Daily VWAP per share of Common Stock occurring during the five (5) consecutive VWAP Trading Days ending on, and including, the VWAP Trading Day immediately before the date the applicable Event of Default occurred (or the date on which the Default underlying such Event of Default initially occurred, if different than the date on which the Event of Default occurred) and () the accrued and unpaid interest on this Note; provided, that in the event that the amount in clause (A) of this definition is greater than the amount in clause (B) of this definition and (x) if such amount is paid within three (3) Business Days after the Holder has delivered the Event of Default Redemption Notice to the Company, then such Event of Default Acceleration Amount for such principal amount will be equal to the sum of () one hundred ten percent (110%) of the then outstanding principal amount of this Note (or such lesser principal amount accelerated pursuant to such notice) plus () the accrued and unpaid interest on this Note, and (y) if such amount is paid more than three (3) Business Days after the Holder has delivered the Event of Default Redemption Notice to the Company, then such Event of Default Acceleration Amount shall be equal to the sum of () one hundred fifteen percent (115%) of 110% of the then-remaining outstanding principal amount of this Note (or such lesser principal amount accelerated pursuant to such notice), and () the accrued and unpaid interest on this Note.

“Event of Default Notice” has the meaning set forth in Section 10(C).

“Event of Default Redemption Notice” has the meaning set forth in Section 10(B).

“Ex-Dividend Date” means, with respect to an issuance, dividend or distribution on the Common Stock, the first date on which shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such issuance, dividend or distribution (including pursuant to due bills or similar arrangements required by the relevant stock exchange). For the avoidance of doubt, any alternative trading convention on the applicable exchange or market in respect of the Common Stock under a separate ticker symbol or CUSIP number will not be considered “regular way” for this purpose.

“Excess Shares” has the meaning set forth in Section 7(J)(i).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Expiration Date” has the meaning set forth in Section 7(G)(i)(5).

“Expiration Time” has the meaning set forth in Section 7(G)(i)(5).

“Forced Conversion” has the meaning set forth in Section 7(D)(i).

“Forced Conversion Equity Conditions” will be deemed to be satisfied as of any date if all of the following conditions are satisfied as of such date: () the shares issuable pursuant to this Note are Freely Tradable; () the Holder is not in possession of any material non-public information;

() the issuance of such shares will not be limited by Section 7(J)(i); provided that if the only condition preventing a Forced Conversion is this clause (C), then the Company may effect a Forced Conversion up to the limits set forth in Section 7(J)(i) and the Holder will () use reasonable efforts to sell any shares of Common Stock of the Company held by such Holder and () if the Holder has sold a sufficient amount of the Common Stock of the Company to permit the Forced Conversion of at least the lesser of (x) $10,000,000 of the outstanding principal amount of this Note and (y) the portion of the remaining outstanding principal amount of this Note not permitted to be subject to such Forced Conversion by Section 7(J)(i), notify the Company thereof (whereupon, for the avoidance of doubt, the Company may effect such delayed Forced Conversion without regard to any otherwise applicable limit on the number of Forced Conversion notices); () such shares will satisfy Section 7(F)(i); () no pending, proposed or intended Fundamental Change has occurred that has not been abandoned, terminated or consummated; () no delisting or suspension by the principal, in terms of volume, Eligible Exchange on which the Company is then listed or traded has been threatened (with a reasonable prospect of delisting or suspension occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or is reasonably likely to occur or pending as evidenced by (x) a writing by such Eligible Exchange or (y) the Company falling below the minimum listing maintenance requirements, if applicable, of such Eligible Exchange; and () no Event of Default will have occurred that has not been waived and no Default will have occurred and be continuing which has not been waived.

“Forced Conversion Trigger” means () the Last Reported Sale Price exceeds one hundred fifty percent (150%) of the Conversion Price on the date hereof (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization (in each case other than any voluntary adjustment made by the Company pursuant to Section 7(H)(i))) on each of twenty (20) consecutive VWAP Trading Days beginning after the Issue Date and ending on the date upon which the Company Conversion Notice is delivered to the Holder and () the Forced Conversion Equity Conditions are satisfied on each of the previous twenty (20) consecutive VWAP Trading Days.

“Freely Tradable” means, with respect to any shares of Common Stock issued or issuable pursuant to this Note, that () such shares are (or when issued, will be) eligible to be resold pursuant to an effective registration statement and upon such resale would not constitute “restricted securities” within the meaning of Rule 144, or would be eligible to be offered, sold or otherwise transferred by the Holder pursuant to Rule 144, without any requirements as to volume, manner of sale, availability of current public information (other than as then satisfied, to the extent applicable) or notice under the Securities Act and without any requirement for registration under any state securities or “blue sky” laws; () such shares are (or, when issued (upon resale pursuant to the relevant registration statement in the case of clause (A)) and provision of customary representations to the transfer agent, will be) () represented by book-entries at DTC and identified therein by an “unrestricted” CUSIP number; () not represented by any certificate that bears a legend referring to transfer restrictions under the Securities Act or other securities laws; and () listed and admitted for trading, without suspension or material limitation on trading, on an Eligible Exchange; and () no delisting or suspension by such Eligible Exchange is pending or has been threatened (with a reasonable prospect of delisting occurring after giving effect to all applicable notice, appeal, compliance and hearing periods) or reasonably likely to occur or pending as evidenced by (x) a writing by such Eligible Exchange or (y) the Company falling below the minimum listing maintenance requirements of such Eligible Exchange.

“Fundamental Change” means any of the following events:

For purposes of this definition, (x) any transaction or event described in both clause (A) and in clause (B) above (without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause (B) above (subject to such proviso); and (y) whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.

“Fundamental Change Notice” has the meaning set forth in Section 6(C).

“Fundamental Change Repurchase Date” means the date as of which this Note must be repurchased for cash in connection with a Fundamental Change, as provided in Section 6(B).

“Fundamental Change Repurchase Price” means, with respect to this Note (or any portion of this Note to be repurchased) upon a Repurchase Upon Fundamental Change, a cash amount equal to the greater of () the sum of () one hundred ten percent (110%) of the Principal Amount of this Note (or such lesser principal amount to be repurchased pursuant to such notice) and () the accrued and unpaid interest on this Note and () the sum of () one hundred ten percent (110%) of the product of () the Conversion Rate in effect as of the Trading Day immediately preceding the effective date of such Fundamental Change; () the then outstanding Principal Amount of this Note, or such lesser principal amount to be repurchased pursuant to such notice

(expressed in thousands); and () the highest Daily VWAP per share of Common Stock occurring during the period commencing five (5) Trading Days prior to the earlier of (x) the effective date of such Fundamental Change and (y) the date that such Fundamental Change is publicly announced and ending on the date immediately preceding the Fundamental Change Repurchase Date and () the accrued and unpaid interest on this Note.

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time; provided the definitions set forth in this Note and any financial calculations required thereby shall be computed to exclude any change to lease accounting rules from those in effect pursuant to Financial Accounting Standards Board Accounting Standards Codification 840 (Leases) and other related lease accounting guidance as in effect on the date hereof.

“GEM Facility” means that Second Amended and Restated Share Purchase Agreement dated as of February 8, 2023, as amended and restated, by and between Surf Air Global Limited, a company limited by shares formed under the laws of the British Virgin Islands, Gem Global Yield LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg, as purchaser, and Gem Yield Bahamas Limited, a limited company formed under the laws of the Commonwealth of the Bahamas, as in effect on the Issue Date.

“Holder” means the person in whose name this Note is registered on the books of the Company, which initially is the Initial Holder.

“Holder Approved Bank” means () HSBC Bank USA, N.A., () any of Citibank, Wells Fargo, Barclays, Bank of America, Morgan Stanley and JPMorgan, or () any other U.S.-based bank with a rating by S&P or Moody’s of at least A-/A3 that is reasonably acceptable to the Collateral Agent; provided, that, in the case of each of the foregoing clauses (i) through (iii) if any proceeding under any bankruptcy, insolvency or other similar applicable law or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property shall have occurred in respect of any of the foregoing Persons, or if the long-term issuer credit rating of any such Person by either S&P or Moody’s is below A-/A3, such Person shall no longer be a “Holder Approved Bank”.

“Holder Conversion Notice” has the meaning set forth in Section 7(C)(i).

The term “including” means “including without limitation,” unless the context provides otherwise.

“Indebtedness” means, indebtedness of any kind, including, without duplication () all indebtedness for borrowed money or the deferred purchase price of property or services, including reimbursement and other obligations with respect to surety bonds and letters of credit, () all obligations evidenced by notes, bonds, debentures or similar instruments, () all Capital Lease Obligations, () all Contingent Obligations, and () Disqualified Stock.

“Initial Holder” has the meaning set forth in the cover page of this Note.

“Intellectual Property” means all of the Company’s Copyrights; Trademarks; Patents; Licenses; trade secrets and inventions; mask works; the Company’s applications therefor and

reissues, extensions, or renewals thereof; and the Company’s goodwill associated with any of the foregoing, together with the Company’s rights to sue for past, present and future infringement of Intellectual Property and the goodwill associated therewith.

“Intercreditor Agreement” has the meaning provided for such term in the Omnibus Amendment.

“Investment” means () any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, () any loan, advance or capital contribution to any Person, () the acquisition of all, or substantially all, of the assets of another Person, or () the purchase of any assets of another Person for greater than the fair market value of such assets to solely the extent of the amount in excess of the fair market value.

“Issue Date” means July 1, 2026.

“KORE Facility” means that certain Factoring and Security Agreement, dated as of August 9, 2024, between Southern Airways Express, LLC, a Delaware limited liability company, and KORE Capital Corporation, a Virginia corporation (as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time).

“L/C Availability” has the meaning set forth in the New Term Note as in effect on the date hereof.

“LamVen Note” means that certain Secured Promissory Note dated as of November 14, 2024 (as adjusted, amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time) made by the Company in favor of LamVen LLC.

“Last Reported Sale Price” of the shares of Common Stock for any Trading Day means the closing sale price per share (or, if no closing sale price is reported, the average of the last bid price and the last ask price per share or, if more than one in either case, the average of the average last bid prices and the average last ask prices per share) of Common Stock on such Trading Day as reported in composite transactions for the principal U.S. national or regional securities exchange on which the shares of Common Stock are then listed. If the Common Stock is not listed on a U.S. national or regional securities exchange on such Trading Day, then the Last Reported Sale Price will be the last quoted bid price per share of Common Stock on such Trading Day in the over-the-counter market as reported by OTC Markets Group Inc. or a similar organization. If the Common Stock is not so quoted on such Trading Day, then the Last Reported Sale Price will be the average of the mid-point of the last bid price and the last ask price per share of Common Stock on such Trading Day from a nationally recognized independent investment banking firm selected by the Company.

“Letter of Credit” has the meaning set forth in the New Term Note as in effect on the date hereof.

“License” means any Copyright License, Patent License, Trademark License or other license of rights or interests.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any property, any conditional sale or other title retention agreement, and any lease in the nature of a security interest; provided, that for the avoidance of doubt, licenses, strain escrows and similar provisions in collaboration agreements, research and development agreements that do not create or purport to create a security interest, encumbrance, levy, lien or charge of any kind shall not be deemed to be Liens for purposes of this Note.

“Market Disruption Event” means, with respect to any date, the occurrence or existence, during the one-half hour period ending at the scheduled close of trading on such date on the principal, in terms of volume, Eligible Exchange on which the Common Stock is listed for trading or trades, of any material suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock.

“Market Stock Payment Price” means, with respect to any Partial Redemption Stock Payment Date, an amount equal to ninety-five percent (95%) of the lowest Daily VWAP during the five (5) VWAP Trading Day period ending on and including the VWAP Trading Day immediately prior to such Partial Redemption Stock Payment Date.

“Maturity Date” means July 1, 2027.

“Maturity Principal Amount” has the meaning set forth in the cover page of this Note; provided, however, that the Maturity Principal Amount of this Note will be subject to reduction pursuant to Section 4, Section 5, Section 6, and Section 7.

“Maximum Percentage” has the meaning set forth in Section 7(J)(i).

“New Term Note” means that certain $30,000,000 Senior Secured Term Note due 2028 issued by the Company to the Initial Holder on the Issue Date.

“Omnibus Amendment” means that certain Omnibus Amendment and Exchange Agreement, dated as of June 30, 2026, by and among the Company, the Initial Holder and HT Investments MA LLC.

“Open of Business” means 9:00 a.m., New York City time.

“Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

The term “or” is not exclusive, unless the context expressly provides otherwise.

“Other Holder” means any person in whose name any Other Note is registered on the books of the Company.

“Other Notes” means any Notes that are of the same class of this Note and that are represented by one or more certificates other than the certificate representing this Note (including the New Term Note).

“Palantir Agreements” means, collectively, the Company’s and its Subsidiaries’ rights under () the Palantir Master Subscription Agreement dated May 18, 2021, as amended (as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time) by and between the Company and Palantir Technologies, Inc. (“Palantir”); () that certain Amended and Restated Order No. 1 dated as of May 18, 2021, as amended, by and between the Company and Palantir (as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time); () the Order #1 Share Issuance Agreement dated September 29, 2023, as amended, by and between the Company and Palantir; () the Order Form (Order #2) dated July 1, 2025, by and between the Company and Palantir; () the Order Form (Order #3) dated August 1, 2025, by and between the Company and Palantir; () the Order Form (Order #4) dated November 10, 2025, by and between the Company and Palantir; and () the Order Form (Order #5) dated June 19, 2026 and effective January 1, 2026, by and between the Company and Palantir, which provide the Company and its Subsidiaries subscription access to certain of Palantir’s proprietary commercial software platforms, including but not limited to Foundry and Palantir’s Artificial Intelligence Platform (AIP).

“Park Lane” means Park Lane Investments LLC.

“Partial Redemption Date” means, with respect to this Note, () the Issue Date and thereafter the first calendar day of each month beginning on August 1, 2026 and () if not otherwise included in clause (A), the Maturity Date.

“Partial Redemption Notice” has the meaning set forth in Section 4(A).

“Partial Redemption Payment” means, for each date that is a Partial Redemption Date, an amount, as determined by the Holder in its sole discretion, equal to up to () for any Partial Redemption Payment for which the Company has provided a valid Partial Redemption Stock Payment Notice to make such payment in shares of Common Stock pursuant to Section 5(B), the greater of () six percent (6.0%) of the aggregate Daily Volume of the Common Stock for all VWAP Trading Days during the applicable Volume Redemption Period (subject to a cap of three million dollars ($3,000,000) (the “Volume Cap”) for any individual Partial Redemption Date, provided that the Holder and the Company may agree to increase the size of any Volume Cap from time to time by mutual written consent), and () two million dollars ($2,000,000), or () for any other Partial Redemption Payment that is payable in cash, two million dollars ($2,000,000); provided in each case that the Holder and the Company may agree to increase the size of any Partial Redemption Payment from time to time by mutual written consent.

“Partial Redemption Stock Payment Date” has the meaning set forth in Section 5(B).

“Partial Redemption Stock Payment Delivery Date” has the meaning set forth in Section 5(B).

“Partial Redemption Stock Payment Notice” has the meaning set forth in Section 5(B).

“Partial Redemption Stock Payment Period” has the meaning set forth in Section 5(B).

“Patent License” means any written agreement granting any right with respect to any invention covered by a Patent that is in existence or a Patent application that is pending, in which agreement the Company now holds or hereafter acquires any interest.

“Patents” means all letters patent of, or rights corresponding thereto, in the United States or in any other country, all registrations and recordings thereof, and all applications for letters patent of, or rights corresponding thereto, in the United States or any other country.

“Permitted Indebtedness” means () Indebtedness evidenced by this Note, the New Term Note, and all other Senior Secured Convertible Notes issued pursuant to the Omnibus Amendment or the other Transaction Documents; () Indebtedness actually disclosed pursuant to the Omnibus Amendment as of the date of the Omnibus Amendment, other than any such Indebtedness (whether or not currently outstanding) owing to JGB Capital, L.P., JGB Partners, L.P., Deepdale Investors, LLC, or any affiliates of any of the foregoing (any such Indebtedness being referred to as “JGB Indebtedness”); () reimbursement agreement with respect to the Closing Date Letter of Credit, which reimbursement agreement is delivered as an exhibit pursuant to the Disclosure Schedules to the Omnibus Amendment; () Indebtedness evidenced by the Modified LamVen Note (as defined in the Intercreditor Agreement) in an aggregate principal amount not to exceed $2,600,000; () Indebtedness to trade creditors incurred in the ordinary course of business consistent with past practices; () Subordinated Indebtedness of the Company; () Indebtedness of any Subsidiary outstanding at any time secured by, and only by, () Liens on Aircraft (as such term is defined in the Security Agreement), parts, engines, components and/or other assets affixed or related thereto that are not Collateral (as such term is defined in the Security Agreement) and proceeds thereof, and any insurance proceeds and required cash deposits in respect thereof, and () either () cash collateral that is not Collateral (as such term is defined in the Security Agreement) funded by a third-party and held in escrow subject to release to the applicable Subsidiary only upon the establishment of (x) the letter of credit referred to in the proceeding clause (G)(b)(2), and (y) the intercreditor and/or subordination agreement referred to in the final proviso at the end of this clause (G), so long as () such cash collateral is contractually required to be, and is, applied to prepay outstanding principal of such Indebtedness actually advanced (together with accrued and unpaid scheduled interest thereon), on a dollar-for-dollar basis (without premium or penalty and excluding any original issue discount, it being understood and agreed that any portion of such Indebtedness consisting of original issue discount may (a) continue to be outstanding as principal after such prepayment to the extent otherwise permitted to remain outstanding under this clause (G), and (b) be paid as and when due and scheduled in accordance with the definitive documentation evidencing such Indebtedness to the extent otherwise permitted to be paid under this Note, the New Term Note and any applicable intercreditor and/or subordination agreement), in the event that the letter of credit and the intercreditor and/or subordination agreement referred to in the foregoing clauses (G)(b)(1)(x) and (G)(b)(1)(y), respectively, are not established by the date that is thirty (30) consecutive calendar days after the date of initial incurrence of such Indebtedness (and without any default or event of default under the legal documentation evidencing such Indebtedness resulting from such application of such cash collateral and/or from such failure of such letter of credit or intercreditor and/or subordination agreement to be established), and () the Holder is, at all times that such cash collateral is so held in escrow, designated as a third-party beneficiary of the release provisions governing such cash collateral to the satisfaction of Holder in

its sole discretion, and/or () a letter of credit that is backed solely by third party assets (which assets are themselves not Collateral), so long as the intercreditor and/or subordination agreement referred to in the final proviso at the end of this clause (G) has been established and remains in full force and effect; provided that such Indebtedness (w) at no time outstanding exceeds the fair market value in aggregate of the assets described in the foregoing clause (G)(a) and clauses (G)(b)(1) or (G)(b)(2) (as in effect at such time), taken together, that secure such Indebtedness, (x) is not incurred by the Company or any Subsidiary (other than Southern Airways Pacific, LLC, Southern Airways Express, LLC, N107KA, Inc., N208EE, Inc. or N803F, Inc. (collectively, the “Aircraft-Owning Subsidiaries”)), (y) is non-recourse to the Company or any Subsidiary of the Company (other than the Aircraft-Owning Subsidiaries), and (z) is not secured, in any event, by any Collateral (as such term is defined in the Security Agreement), provided, further, that, the Company, or any Subsidiary of the Company, may guaranty such Indebtedness if such guaranty is unsecured and subject to an intercreditor and/or subordination agreement entered into by, and acceptable in its sole discretion to, Holder; () other unsecured Indebtedness in an aggregate principal amount not to exceed $250,000 so long as such unsecured Indebtedness does not () have a final maturity date, amortization payment, sinking fund, put right, mandatory redemption or other repurchase obligation at the option of the lender or holder of such Indebtedness, or be prepayable at the option of the Company, in any case earlier than one hundred eighty-one (181) days following the Maturity Date or () have any covenants that are more restrictive on the Company in any material respect than the covenants set forth in this Note; () Contingent Obligations that are guarantees of the Indebtedness described in clauses (A) through (H); and () extensions, refinancings and renewals of any items of Permitted Indebtedness (other than any Indebtedness repaid with the proceeds of this Note), provided that the principal amount is not increased or the terms modified to impose materially more burdensome terms upon the Company or its Subsidiaries, as the case may be, and provided further, that if the lender of any such proposed extension, refinancing or renewal of Permitted Indebtedness incurred hereunder is different from the lender of the Permitted Indebtedness to be so extended, refinanced or renewed then, in addition to the foregoing proviso, such Permitted Indebtedness shall also not () have a final maturity date, amortization payment, sinking fund, put right, mandatory redemption or other repurchase obligation at the option of the lender or holder of such indebtedness, or be prepayable at the option of the Company, in any case earlier than one hundred eighty-one (181) days following the Maturity Date or () have any covenants that are more restrictive on the Company in any material respect than the covenants set forth in this Note.

“Permitted Intellectual Property Licenses” means () Intellectual Property licenses actually disclosed pursuant to the Omnibus Amendment as of the date of the Omnibus Amendment, () non-perpetual Intellectual Property licenses granted in the ordinary course of business on arm’s length terms consisting of the licensing of technology, the development of technology or the providing of technical support which may include licenses with unlimited renewal options solely to the extent such options require mutual consent for renewal or are subject to financial or other conditions as to the ability of licensee to perform under the license; provided such license was not entered into during an Event of Default or continuance of a Default and () licenses granted in connection with the Palantir Agreements or any SurfOS assets.

“Permitted Investment” means: () Investments actually disclosed pursuant to the Omnibus Amendment as in effect as of the Issue Date; () () marketable direct obligations issued or unconditionally guaranteed by the United States Government or any agency or any State thereof

maturing within one year from the date of acquisition thereof, () commercial paper maturing no more than one year from the date of creation thereof and currently having a rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, () certificates of deposit issued by any bank headquartered in the United States with assets of at least five billion dollars ($5,000,000,000) maturing no more than one year from the date of investment therein, and () money market accounts; () Investments accepted in connection with Permitted Transfers; () Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with, customers or suppliers arising in the ordinary course of the Company’s business; () Investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers in the ordinary course of business and consistent with past practice, provided that this clause (E) shall not apply to Investments consisting of credit extensions in the ordinary course of business and consistent with past practice by the Company in any Subsidiary thereof; () Investments consisting of () loans not involving the net transfer on a substantially contemporaneous basis of cash proceeds to employees, officers or directors relating to the purchase of Capital Stock of the Company pursuant to employee stock purchase plans or other similar agreements approved by the Company’s Board of Directors and () travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, provided that the aggregate of all such loans outstanding may not exceed fifty thousand dollars ($50,000) at any one time outstanding; () Investments in Wholly Owned Subsidiaries (which for purposes of this definition includes Surf Air Technologies Inc.); () Permitted Intellectual Property Licenses; () Investments in cash into joint ventures, so long as () such Investment is made on an arms’-length basis and () the equity interests in such joint venture have been pledged to the Collateral Agent in accordance with the terms of the Security Agreement; and () additional Investments that do not exceed six hundred thousand dollars ($600,000) in the aggregate in any twelve (12) month period.

“Permitted Liens” means any and all of the following: () Liens actually disclosed pursuant to the Omnibus Amendment as of the date of the Omnibus Amendment, other than any such Liens securing, or otherwise relating to or granted in connection with the incurrence of, any JGB Indebtedness; () Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested or negotiated in good faith by appropriate proceedings; provided, that the Company maintains adequate reserves therefor in accordance with GAAP; () Liens securing claims or demands of materialmen, artisans, mechanics, carriers, warehousemen, landlords and other like Persons arising in the ordinary course of business; provided, that the payment thereof is not yet required; () Liens arising from judgments, decrees or attachments in circumstances which do not constitute a Default or an Event of Default hereunder; () the following deposits, to the extent made in the ordinary course of business: deposits under workers’ compensation, unemployment insurance, social security and other similar laws, or to secure the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure indemnity, performance or other similar bonds for the performance of bids, tenders or contracts (other than for the repayment of borrowed money) or to secure statutory obligations (other than Liens arising under ERISA or environmental Liens) or surety or appeal bonds, or to secure indemnity, performance or other similar bonds; () leasehold interests in leases or subleases and licenses granted in the ordinary course of the Company’s business and not interfering in any material respect with the business of the licensor; () Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of custom duties that are promptly paid on

or before the date they become due; () Liens on insurance proceeds securing the payment of financed insurance premiums that are promptly paid on or before the date they become due (provided that such Liens extend only to such insurance proceeds and not to any other property or assets); () statutory and common law rights of set-off and other similar rights as to deposits of cash and securities in favor of banks, other depository institutions and brokerage firms; () easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business so long as they do not materially impair the value or marketability of the related property; () Liens on Cash or Cash Equivalents securing obligations permitted under clauses (C) and (G) of the definition of Permitted Indebtedness; () Liens in favor of Holder or the Collateral Agent; () Liens on Aircraft (as such term is defined in the Security Agreement) and any insurance proceeds and required cash deposits in respect thereof, in each case, securing Indebtedness permitted under clause (H) of the definition of Permitted Indebtedness; () other Liens securing Indebtedness not to exceed $250,000 in the aggregate and so long as the assets subject to such Liens are not Collateral; () Permitted Intellectual Property Licenses; () Liens securing Indebtedness permitted under clause (D) of the definition of “Permitted Indebtedness”; and () Liens incurred in connection with the extension, renewal or refinancing of the Indebtedness secured by Liens of the type described in clauses (A) through (P) above (other than any Indebtedness repaid with the proceeds of this Note); provided, that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the Indebtedness being extended, renewed or refinanced (as may have been reduced by any payment thereon) does not increase.

“Permitted Transfers” means () dispositions of inventory sold, and Permitted Intellectual Property Licenses entered into, in each case, in the ordinary course of business, () dispositions of worn-out, obsolete or surplus property at fair market value in the ordinary course of business; () dispositions of Aircraft and other Equipment (each as defined in the Security Agreement) at fair market value in the ordinary course of business; () dispositions of accounts or payment intangibles (each as defined in the UCC) resulting from the compromise or settlement thereof in the ordinary course of business for less than the full amount thereof; () transfers of Intellectual Property constituting Permitted Investments in Subsidiaries under clause (G) of Permitted Investments; () dispositions of Excluded Collateral (as defined in the Security Agreement), () other transfers of assets to any joint venture so long as such transfer was made on an arms’-length basis and the equity interests in such joint venture have been pledged to the Collateral Agent in accordance with the terms of the Security Agreement; () other transfers of assets which have a fair market value of not more than six hundred thousand dollars ($600,000) in the aggregate in any twelve (12) month period; and () any Disposition of the Electrification Assets or the SurfOS assets (including any corresponding Dispositions of Equity Interests in Surf Air Technologies Inc.), so long as (x) if any portion of such Disposition constitutes a Cash Sweep Disposition, () the counterparty in such Disposition shall wire 50% of the gross proceeds of such portion of such Disposition directly into a Controlled Account (it being understood and agreed, for the avoidance of doubt, that any such wire of such amount of gross proceeds may simultaneously satisfy both this sub-clause (x)(i) and sub-clause (x)(i) of clause (I) of the definition of “Permitted Transfers” in the New Term Note), and () the Holder may require that the Company make a Cash Sweep Payment with respect to the portion of such Disposition constituting a Cash Sweep Disposition pursuant to the terms of Section 4(C) hereof, to the extent not applied as a Cash Sweep Payment (as defined in the New Term Note) in accordance with Section 4(D) of the New Term Note, and (y) if any portion of such Disposition does not constitute a Cash Sweep Disposition, the Equity Interests or other non-cash assets

received in connection with such portion of the Disposition shall be Collateral in accordance with the terms of the Security Agreement; provided that any proceeds received from Permitted Transfers of described in clauses (A) through (I) of the definition hereof of Collateral (as defined in the Security Agreement) shall be reinvested in Company assets, which in the Company’s good faith determination shall be similar assets to the assets disposed in such Permitted Transfer of Collateral, which shall constitute Collateral.

“Person” or “person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or government agency.

“PFG Facility” means that certain Convertible Note Purchase Agreement, dated as of June 21, 2023, by and between Surf Air Mobility Inc., a Delaware corporation, Surf Air Global Limited, a company limited by shares formed under the laws of the British Virgin Islands, and Partners for Growth V, L.P., as amended by that certain () Consent and Amendment, dated as of November 14, 2024, by and among Surf Air Global Limited, a company limited by shares formed under the laws of the British Virgin Islands, Surf Air Mobility Inc., a Delaware corporation, LamVen LLC and Partners for Growth V, L.P. and () Consent and Second Amendment to Convertible Note Purchase Agreement, dated as of even date herewith, by and among, Surf Air Global Limited, a company limited by shares formed under the laws of the British Virgin Islands, Surf Air Mobility Inc., a Delaware corporation, and the Subsidiaries of the foregoing, and Partners for Growth V, L.P., acknowledged and agreed to by Initial Holder, LamVen LLC, Park Lane Investments LLC and HT Investments MA LLC (as amended, restated, amended and restated, supplemented, replaced or otherwise modified from time to time).

“Principal Amount” has the meaning set forth in the cover page of this Note; provided, however, that the Principal Amount of this Note will be subject to reduction () pursuant to Section 4(D), Section 5, Section 6, and Section 7 and () by an amount equal to () the sum of (x) the sum of all Cash Sweep Payments made pursuant to Section 4(C) made prior to the date of determination of the Principal Amount of this Note then outstanding plus (y) the sum of all Partial Redemption Payments (including any Deferred Partial Redemption Payments) made prior to the date of determination of the Principal Amount of this Note then outstanding, divided by () 1.10.

“Reference Property” has the meaning set forth in Section 7(I)(i)(4).

“Reference Property Unit” has the meaning set forth in Section 7(I)(i)(4).

“Reported Outstanding Share Number” has the meaning set forth in Section 7(J)(i).

“Repurchase Upon Fundamental Change” means the repurchase of any Note by the Company pursuant to Section 6.

“Required Holders” has the meaning set forth in the Securities Purchase Agreement.

“Required Reserve Amount” has the meaning in Section 8(Q).

“Requisite Stockholder Approval” means the stockholder approval contemplated by Section 312.03(c) of the NYSE’s Listed Company Manual (or similar rule of the principal, in terms of volume, Eligible Exchange on which the Common Stock is listed for trading) with respect to the issuance of shares of Common Stock upon conversion of the Notes in excess of the limitations imposed by such rule; provided, however, that the Requisite Stockholder Approval will be deemed to be obtained if, due to any amendment or binding change in the interpretation of the applicable listing standards of New York Stock Exchange (or of the principal, in terms of volume, Eligible Exchange on which the Common Stock is listed for trading), such stockholder approval is no longer required for the Company to settle all conversions of this Note by delivering shares of Common Stock without limitation pursuant to Section 7(B).

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Scheduled Trading Day” means any day that is scheduled to be a Trading Day on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal, in terms of volume, Eligible Exchange on which the Common Stock is listed for trading. If the Common Stock is not so listed or traded, then “Scheduled Trading Day” means a Business Day.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Purchase Agreement” means that certain Securities Purchase Agreement, dated as of November 10, 2025, by and among the Company, the Initial Holder and HT Investments MA LLC providing, inter alia, for the issuance of that certain Senior Secured Convertible Note due 2028, with an initial stated aggregate principal amount of $74,000,000.

“Security Agreements” means those certain amended and restated security agreements, each dated as of the Issue Date, by and among the Company, certain Subsidiaries of the Company and the Collateral Agent.

“Security Document” has the meaning set forth in the Security Agreements.

“Share Delivery Date” any () Partial Redemption Stock Payment Delivery Date, or () Conversion Settlement Date.

“Significant Subsidiary” means, with respect to any Person, any Subsidiary of such Person that constitutes a “significant subsidiary” (as defined in Rule 1-02(w) of Regulation S-X under the Exchange Act) of such Person.

“Spin-Off” has the meaning set forth in Section 7(G)(i)(3)(b).

“Spin-Off Valuation Period” has the meaning set forth in Section 7(G)(i)(3)(b).

“Stock Payment Determination Date” means () with respect to a Partial Redemption Payment in shares of Common Stock, the related Partial Redemption Stock Payment Date and () with respect to the delivery of Conversion Consideration, the related Conversion Date.

“Subordinated Indebtedness” means Indebtedness subordinated to the Notes pursuant to a written agreement between the Required Holders and the applicable lender in amounts and on terms and conditions satisfactory to the Required Holders in their sole discretion.

“Subsidiary” means, with respect to any Person, () any corporation, association or other business entity (other than a partnership or limited liability company) of which more than fifty percent (50%) of the total voting power of the Capital Stock entitled (without regard to the occurrence of any contingency, but after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees, as applicable, of such corporation, association or other business entity is owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person; and () any partnership or limited liability company where () more than fifty percent (50%) of the capital accounts, distribution rights, equity and voting interests, or of the general and limited partnership interests, as applicable, of such partnership or limited liability company are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person, whether in the form of membership, general, special or limited partnership or limited liability company interests or otherwise; and () such Person or any one or more of the other Subsidiaries of such Person is a controlling general partner of, or otherwise controls, such partnership or limited liability company.

“Subsidiary Guaranty” means that certain Amended and Restated Guaranty Agreement, dated as of the Issue Date, by and among the Company, certain Subsidiaries of the Company and the Collateral Agent.

“Successor Corporation” has the meaning set forth in Section 9(A).

“Successor Person” has the meaning set forth in Section 7(I)(i).

“SurfOS” means the Company’s and its Subsidiaries’ current and future right, title and interest in and to the SaaS/AI software platform solution and any current and future related contracts, products, services and materials for the advanced air mobility industry (including, without limitation, urban and regional and commercial air transportation companies, OEMs, operators, leasing companies, maintenance services, charging networks, and other entities in the ecosystem), and all Intellectual Property (as defined in the Security Agreement) in any of the foregoing or related thereto.

“Tender/Exchange Offer Valuation Period” has the meaning set forth in Section 7(G)(i)(5).

“Trademark License” means any written agreement granting any right to use any Trademark or Trademark registration, now owned or hereafter acquired by the Company or in which the Company now holds or hereafter acquires any interest.

“Trademarks” means all trademarks (registered, common law or otherwise) and any applications in connection therewith, including registrations, recordings and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof.

“Trading Day” means any day on which () trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal, in terms of volume, Eligible Exchange on which the Common Stock is listed for trading; and () there is no Market Disruption Event, provided that the Holder, by written notice to the Company, may waive any such Market Disruption Event. If the Common Stock is not so listed or traded, then “Trading Day” means a Business Day.

“Transaction Documents” has the meaning set forth in the Securities Purchase Agreement.

“UCC” means the Uniform Commercial Code as the same is, from time to time, in effect in the State of New York.

“Undelivered Shares” has the meaning set forth in Section 7(E)(v).

“Volume Redemption Period” means () for the Partial Redemption Date occurring on the Issue Date, the period beginning on and including the date that the transactions pursuant to the Omnibus Amendment are publicly announced up to and including July 31, 2026 and () for all other Partial Redemption Dates, the period beginning on and including such Partial Redemption Date up to and including the day immediately preceding the next subsequent Partial Redemption Date.

“VWAP Market Disruption Event” means, with respect to any date, () the failure by the principal U.S. national or regional securities exchange on which the Common Stock is then listed, or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, the principal, in terms of volume, Eligible Exchange on which the Common Stock is then traded, to open for trading during its regular trading session on such date; or () the occurrence or existence, for more than one half hour period in the aggregate, of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or otherwise) in the Common Stock or in any options contracts or futures contracts relating to the Common Stock, and such suspension or limitation occurs or exists at any time before 1:00 p.m., New York City time, on such date.

“VWAP Trading Day” means a day on which () there is no VWAP Market Disruption Event; provided that the Holder, by written notice to the Company, may waive any such VWAP Market Disruption Event; and () trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal, in terms of volume, Eligible Exchange on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a Business Day.

“Wholly Owned Subsidiary” of a Person means any Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) are owned by such Person or one or more Wholly Owned Subsidiaries of such Person.

“Withheld Shares” has the meaning set forth in Section 7(J)(ii).

Section . Persons Deemed Owners.

The Holder of this Note will be treated as the owner of this Note for all purposes.

Section . Registered Form.

This Note, and any Note issued in exchange therefor or in substitution thereof, will be in registered form, without coupons.

Section . Partial Redemption Payments; Maturity Date Payment; Cash Sweep Payments.

Section . Method of Payment; When Payment Date is Not a Business Day.

Section . Required Repurchase of Note upon a Fundamental Change.

Section . Conversion.

To exercise such right, the Holder must deliver notice of such exercise to the Company, specifying whether the Holder has elected clause (1) or (2) above to apply. If the Holder has elected clause (1) to apply, then the Company’s obligation to deliver the Undelivered Shares in accordance with this Note will be deemed to have been satisfied and discharged to the extent the Company has paid the Covering Price in accordance with clause (1). Nothing herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock as required pursuant to the terms hereof. In addition to the foregoing, if the Company fails for any reason to deliver Common Stock to the Holder by the applicable Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each one thousand dollars ($1,000) of Undelivered Shares (based on the Daily VWAP on the applicable Share Delivery Date), ten dollars ($10) per Trading Day through the earlier of (x) the fifth (5th) Trading Day after such liquidated damages begin to accrue and (y) the date that the cash amount set forth in Section 7(E)(v)(1) is paid to the Holder or the shares of Common Stock are delivered to the Holder pursuant to Section 7(E)(v)(2).

where:

CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution, or immediately before the Open of Business on the effective date of such stock split or stock combination, as applicable;

CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date or the Open of Business on such effective date, as applicable;

OS0 = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date or effective date, as applicable, without giving effect to such dividend, distribution, stock split or stock combination; and

OS1 = the number of shares of Common Stock outstanding immediately after giving effect to such dividend, distribution, stock split or stock combination.

If any dividend, distribution, stock split or stock combination of the type described in this Section 7(G)(i)(1) is declared or announced, but not so paid or made, then the Conversion Rate will be readjusted, effective as of the date the Board of Directors determines not to pay such dividend or distribution or to effect such stock split or stock combination, to the Conversion Rate that would then be in effect had such dividend, distribution, stock split or stock combination not been declared or announced.

where:

CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;

CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

OS = the number of shares of Common Stock outstanding immediately before the Open of Business on such Ex-Dividend Date;

X = the total number of shares of Common Stock issuable pursuant to such rights, Options or warrants; and

Y = a number of shares of Common Stock obtained by dividing (x) the aggregate price payable to exercise such rights, Options or warrants by (y) the average of the Last Reported Sale Price per share of Common Stock during the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date such distribution is announced.

For purposes of this Section 7(G)(i)(2), in determining whether any rights, Options or warrants entitle holders of Common Stock to subscribe for or purchase shares of Common Stock at a price per share that is less than the average of the Last Reported Sale Price per share of Common Stock during the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before the date the distribution of such rights, Options or warrants is announced, and in determining the aggregate price payable to exercise such rights, Options or warrants, there will be taken into account any consideration the Company receives for such rights, Options or warrants and any amount payable on exercise thereof, with the value of such consideration, if not cash, to be determined by the Board of Directors in good faith.

then the Conversion Rate will be increased based on the following formula:

where:

CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such distribution;

CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

SP = the average of the Last Reported Sale Prices per share of Common Stock during the ten (10) consecutive Trading Days ending on, and including, the Trading Day immediately before such Ex-Dividend Date; and

FMV = the fair market value (as determined by the Board of Directors in good faith), as of such Ex-Dividend Date, of the shares of Capital Stock, evidences of indebtedness, assets, property, rights, Options or warrants distributed per share of Common Stock pursuant to such distribution;

provided, however, that if FMV is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, the Holder will receive, for each $1,000 Principal Amount of this Note held by this Holder on the record date for such distribution, at the same time and on the same terms as holders of Common Stock, the amount and kind of shares of Capital Stock, evidences of indebtedness, assets, property, rights, Options or warrants that such Holder would have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date.

where:

CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such Spin-Off;

CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

FMV = the product of (x) the average of the Last Reported Sale Prices per share or unit of the Capital Stock or equity interests distributed in such Spin-Off over the ten (10) consecutive Trading Day period (the “Spin-Off Valuation Period”) beginning on, and including, such Ex-Dividend Date (such average to be determined as if references to Common Stock in the definitions of Last Reported Sale Price, Trading Day and Market Disruption Event were instead references to such Capital Stock or equity interests); and (y) the number of shares or units of such Capital Stock or equity interests distributed per share of Common Stock in such Spin-Off; and

SP = the average of the Last Reported Sale Prices per share of Common Stock for each Trading Day in the Spin-Off Valuation Period.

The adjustment to the Conversion Rate pursuant to this Section 7(G)(i)(3)(b) will be calculated as of the Close of Business on the last Trading Day of the Spin-Off Valuation Period but will be given effect immediately after the Open of Business on the Ex-Dividend Date for the Spin-Off, with retroactive effect. If a Note is converted and the Conversion Date occurs during the Spin-Off Valuation Period, then, notwithstanding anything to the contrary in this Note, the Company will, if necessary, delay the settlement of such conversion until the first (1st) Business Day after the last day of the Spin-Off Valuation Period on which the Common Stock is traded.

where:

CR0 = the Conversion Rate in effect immediately before the Open of Business on the Ex-Dividend Date for such dividend or distribution;

CR1 = the Conversion Rate in effect immediately after the Open of Business on such Ex-Dividend Date;

SP = the Last Reported Sale Price per share of Common Stock on the Trading Day immediately before such Ex-Dividend Date; and

D = the cash amount distributed per share of Common Stock in such dividend or distribution;

provided, however, that if D is equal to or greater than SP, then, in lieu of the foregoing adjustment to the Conversion Rate, the Holder will receive, for each $1,000 Principal Amount of this Note held by the Holder on the record date for such dividend or distribution, at the same time and on the same terms as holders of Common Stock, the amount of cash that such Holder would have received if such Holder had owned, on such record date, a number of shares of Common Stock equal to the Conversion Rate in effect on such record date.

where:

CR0 = the Conversion Rate in effect immediately before the time (the “Expiration Time”) such tender or exchange offer expires;

CR1 = the Conversion Rate in effect immediately after the Expiration Time;

AC = the aggregate value (determined as of the Expiration Time by the Board of Directors in good faith) of all cash and other consideration paid for shares of Common Stock purchased or exchanged in such tender or exchange offer;

OS0 = the number of shares of Common Stock outstanding immediately before the Expiration Time (including all

shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

OS1 = the number of shares of Common Stock outstanding immediately after the Expiration Time (excluding all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP = the average of the Last Reported Sale Prices per share of Common Stock over the ten (10) consecutive Trading Day period (the “Tender/Exchange Offer Valuation Period”) beginning on, and including, the Trading Day immediately after the Expiration Date;

provided, however, that the Conversion Rate will in no event be adjusted down pursuant to this Section 7(G)(i)(5), except to the extent provided in the immediately following paragraph. The adjustment to the Conversion Rate pursuant to this Section 7(G)(i)(5) will be calculated as of the Close of Business on the last Trading Day of the Tender/Exchange Offer Valuation Period but will be given effect immediately after the Expiration Time, with retroactive effect. If a Note is converted and the Conversion Date occurs on the Expiration Date or during the Tender/Exchange Offer Valuation Period, then, notwithstanding anything to the contrary in this Note, the Company will, if necessary, delay the settlement of such conversion until the first (1st) Business Day after the last day of the Tender/Exchange Offer Valuation Period.

then, solely for purposes of such conversion, the Company will, without duplication, give effect to such adjustment on such Conversion Date. In such case, if the date on which the Company is otherwise required to deliver the consideration due upon such conversion is before the first date on which the amount of such adjustment can be determined, then the Company will delay the settlement of such conversion until the first (1st) Business Day after such first date.

then

(x) such Conversion Rate adjustment will not be given effect for such conversion;

(y) the shares of Common Stock issuable upon such conversion based on such unadjusted Conversion Rate will not be entitled to participate in such dividend or distribution; and

(z) there will be added, to the Conversion Consideration otherwise due upon such conversion, the same kind and amount of consideration that would have been delivered in such dividend or distribution with respect to such shares of Common Stock had such shares been entitled to participate in such dividend or distribution.

and, in each case, as a result of such occurrence, the Common Stock is converted into, or is exchanged for, or represents solely the right to receive, other securities or other property (including cash or any combination of the foregoing) (such an event, a “Common Stock Change Event,” and such other securities or other property, the “Reference Property,” and the amount and kind of Reference Property that a holder of one (1) share of Common Stock would be entitled to receive on account of such Common Stock Change Event (without giving effect to any arrangement not to issue fractional shares of securities or other property), a “Reference Property Unit”), then, notwithstanding anything to the contrary in this Note, at the effective time of such Common Stock Change Event, (x) the Conversion Consideration due pursuant to any Note will be determined in the same manner as if each reference to any number of shares of Common Stock in this Section 7 (or in any related definitions) were instead a reference to the same number of Reference Property Units; (y) for purposes of Section 7(A), each reference to any number of shares of Common Stock in such Section (or in any related definitions) will instead be deemed to be a reference to the same number of Reference Property Units; and (z) for purposes of the definition of “Fundamental Change,” the term “ Common Stock” and “common equity” will be deemed to mean the common equity, if any, forming part of such Reference Property. For these

purposes, () the Daily VWAP of any Reference Property Unit or portion thereof that consists of a class of common equity securities will be determined by reference to the definition of “Daily VWAP,” substituting, if applicable, the Bloomberg page for such class of securities in such definition; and () the Daily VWAP of any Reference Property Unit or portion thereof that does not consist of a class of common equity securities, and the Last Reported Sale Price of any Reference Property Unit or portion thereof that does not consist of a class of securities, will be the fair value of such Reference Property Unit or portion thereof, as applicable, determined in good faith by the Company (or, in the case of cash denominated in U.S. dollars, the face amount thereof).

If the Reference Property consists of more than a single type of consideration to be determined based in part upon any form of stockholder election, then the composition of the Reference Property Unit will be deemed to be the weighted average of the types and amounts of consideration actually received, per share of Common Stock, by the holders of Common Stock. The Company will notify the Holder of such weighted average as soon as practicable after such determination is made.

At or before the effective date of such Common Stock Change Event, the Company and the resulting, surviving or transferee Person (if not the Company) of such Common Stock Change Event (the “Successor Person”) will execute and deliver such instruments or agreements that (x) provides for subsequent conversions of this Note in the manner set forth in this Section 7(I); (y) provides for subsequent adjustments to the Conversion Rate pursuant to Section 7(G) or Section 7(H) in a manner consistent with this Section 7(I); and (z) contains such other provisions as the Company reasonably determines are appropriate to preserve the economic interests of the Holder and to give effect to the provisions of this Section 7(I). If the Reference Property includes shares of stock or other securities or assets of a Person other than the Successor Person, then such other Person will also execute such instruments or agreements and such instruments or agreements will contain such additional provisions the Company reasonably determines are appropriate to preserve the economic interests of the Holder.

Section . AFFIRMATIVE AND NEGATIVE COVENANTS.

provided, however, that the Company need not preserve or keep in full force and effect any such rights (charter and statutory), license or franchise or existence of any of its Subsidiaries if the Board of Directors determines in good faith that (x) the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole; and (y) the loss thereof is not, individually or in the aggregate, materially adverse to the Holder.

Section . SUCCESSORS.

The Company will not consolidate with or merge with or into, or (directly, or indirectly through one or more of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person, other than the Holder or any of its Affiliates (a “Business Combination Event”), unless:

At the effective time of any Business Combination Event, the Successor Corporation (if not the Company) will succeed to, and may exercise every right and power of, the Company under the Transaction Documents with the same effect as if such Successor Corporation had been named as the Company in the Transaction Documents, and, except in the case of a lease, the predecessor Company will be discharged from its obligations under this Note.

Section . DEFAULTS AND REMEDIES.

and, in each case under this Section 10(A)(xx), such order or decree remains unstayed and in effect for at least thirty (30) days; or

Section . RANKING.

All payments due under this Note shall rank pari passu in right of payment with all senior secured indebtedness of the Company (including the New Term Note) and senior to any Subordinated Indebtedness in right of payment.

Section . REPLACEMENT NOTES.

If the Holder of this Note claims that this Note has been mutilated, lost, destroyed or wrongfully taken, then the Company will issue, execute and deliver a replacement Note upon surrender to the Company of such mutilated Note, or upon delivery to the Company of evidence of such loss, destruction or wrongful taking reasonably satisfactory to the Company. In the case of a lost, destroyed or wrongfully taken Note, the Company may require the Holder to provide such security or an indemnity that is reasonably satisfactory to the Company to protect the Company from any loss that it may suffer if this Note is replaced.

Section . NOTICES.

Any notice or communication to the Company or Park Lane will be deemed to have been duly given if in writing and delivered in person or by first class mail (registered or certified, return receipt requested), electronic transmission (including e-mail) or other similar means of unsecured electronic communication or overnight air courier guaranteeing next day delivery, or to the other’s address, which initially is as follows:

Surf Air Mobility Inc.

5080 Spectrum Drive, Suite 200
Addison, TX 75001

Attention: Deanna White, Chief Executive Officer

Email address: [email protected]

With copies to:

Surf Air Mobility Inc.

12111 Crenshaw Boulevard
Hawthorne, CA 90250

Attention: General Counsel

Email address: [email protected]

Sullivan & Worcester LLP

1251 Avenue of the Americas, 19th Floor

New York, NY 10020

Attention: Ron Ben-Bassat

Email Address: [email protected]

Park Lane Investments LLC
53 Greenwich Ave, 2nd Floor

Greenwich, CT 08630

Attention: James Holland; Michael Barker

Email: [email protected];

[email protected]

With copies to:

Gibson, Dunn & Crutcher LLP
200 Park Avenue

New York, NY 10166

Attention: Yair Galil

Email address: [email protected]

The Company, by notice to the Holder, may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to the Holder will be by e-mail to its e-mail address, which initially is as set forth in the Securities Purchase Agreement. The Holder, by notice to the Company, may designate additional or different addresses for subsequent notices or communications.

If a notice or communication is mailed in the manner provided above within the time prescribed, it will be deemed to have been duly given, whether or not the addressee receives it.

Section . SUCCESSORS AND ASSIGNS.

All agreements of the Company in this Note will bind its successors and will inure to the benefit of the Holder’s successors and assigns. Notwithstanding the foregoing, the Holder shall not assign or transfer this Note, or any of the Holder’s rights hereunder, to any Person, other than to the Holder’s Affiliates, unless an Event of Default shall have occurred and be continuing, and any purported assignment or transfer in contravention of the foregoing shall be void and of no effect, and Park Lane is a third party beneficiary of the foregoing restrictions.

Section . SEVERABILITY.

If any provision of this Note is invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions of this Note will not in any way be affected or impaired thereby.

Section . HEADINGS, ETC.

The headings of the Sections of this Note have been inserted for convenience of reference only, are not to be considered a part of this Note and will in no way modify or restrict any of the terms or provisions of this Note.

Section . AMENDMENTS.

Other than Section 7(J)(i) and this Section 17, which may not be modified, amended or waived, this Note may not be amended or modified unless in writing by the Company and the Required Holders (and, in the case of any provision (x) of which Park Lane is an explicit third party beneficiary, or (y) which requires notice to, or provides for consent by, Park Lane, or (z) which directly relates to draws on, issuance or modification of, renewal or replacement of, or conformity with this Note of, the Closing Date Letter of Credit, in each case, by Park Lane), and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit.

Section . GOVERNING LAW; WAIVER OF JURY TRIAL.

All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company and each Holder hereby irrevocably submits to the exclusive jurisdiction of any U.S. Federal Court with applicable subject matter jurisdiction sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or under any of the other Transaction Documents or with any transaction contemplated hereby or thereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude any Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Holder or to enforce a judgment or other court ruling in favor of such Holder. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

Section . SUBMISSION TO JURISDICTION.

The Company () agrees that any suit, action or proceeding against it arising out of or relating to this Note may be instituted in any U.S. Federal Court with applicable subject matter jurisdiction sitting in the City of New York, Borough of Manhattan; () waives, to the fullest extent permitted by applicable law, () any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding; and () any claim that it may now or hereafter have that any such suit, action or proceeding in such a court has been brought in an inconvenient forum; and () submits to the nonexclusive jurisdiction of such court in any such suit, action or proceeding.

Section . ENFORCEMENT FEES.

The Company agrees to pay all costs and expenses of the Holder incurred as a result of enforcement of this Note and the collection of any amounts owed to the Holder hereunder (whether in cash, Common Stock or otherwise), including, without limitation, reasonable and documented attorneys’ fees and expenses.

Section . ELECTRONIC EXECUTION.

The words “execution,” “signed,” “signature,” and words of similar import in this Note shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7006), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act.

Section . LETTER OF CREDIT ASSIGNABILITY.

The Collateral Agent hereby covenants and agrees, for the express benefit of Park Lane (who shall be a third party beneficiary of this Section 22), that, unless an Event of Default shall have occurred and be continuing, it shall not assign the Closing Date Letter of Credit or any substitute Letter of Credit, or any of its rights thereunder as the beneficiary, to any Person other than to the Collateral Agent’s Affiliates.

* * *

Exhibit A

Form of Holder Conversion Notice

SURF AIR MOBILITY INC.

Senior Secured Convertible Note due 2027

Subject to the terms of the above referenced note (the “Note”), by executing and delivering this Holder Conversion Notice, the undersigned Holder of the Note directs the Company to convert the following Principal Amount of the Note: $ ,000 in accordance with the following details.

Delivery Instructions: (Insert, as applicable, DTC participant number for delivery of Common Stock through the book entry-facilities of DTC, or name in which shares of Common Stock are to be delivered).

Box A ☐ If the Note bears a restricted legend and unrestricted shares are to be delivered: The undersigned Holder certifies that it will sell the shares to be delivered pursuant to () an effective registration statement or () Rule 144 under the Securities Act.

Box B ☐ If restricted shares are to be delivered, the Holder certifies that it has made arrangements with the transfer agent to receive such shares in its name.

Shares of Common Stock to be delivered:

Accrued interest amount:

Account Number:

DTC Participant Number:

DTC Participant Name:

Date:

(Legal Name of Holder)

By: Name:

Title:

Exhibit B

Form of Company Conversion Notice

SURF AIR MOBILITY INC.

Senior Secured Convertible Notes due 2027

By executing and delivering this Company Conversion Notice, the Company hereby notifies the Holder of the above referenced note (the “Note”) of the Company’s election to convert the entire principal amount of the Note identified by Certificate No. .

Delivery Instructions:

Box A ☐ Unrestricted shares are to be delivered. Box B ☐ Restricted shares are to be delivered.

By delivering this Company Conversion Notice, the Company hereby represents and warrants that the Forced Conversion Equity Conditions have been satisfied as of the date hereof.

SURF AIR MOBILITY INC.

Date: By:

Name:

Title:

Exhibit C

Form of Covenant Compliance Certification

The undersigned, the duly qualified and elected Chief Financial Officer of SURF AIR MOBILITY INC., a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to the Senior Secured Convertible Note due 2027, issued July 1, 2026 (the “Note”), issued by the Company to High Trail Special Situations LLC, that:

Capitalized terms used herein without definition shall have the meanings given to such terms in the Note.

Date: __________________

SURF AIR MOBILITY INC.

Senior Secured Term Note due 2028

Certificate No. 1

SURF AIR MOBILITY INC., a Delaware corporation (the “Company”), for value received, promises to pay to HIGH TRAIL SPECIAL SITUATIONS LLC (the “Initial Holder”), or its registered assigns, one hundred percent (100%) of the principal sum of thirty million dollars ($30,000,000) (such principal sum, the “Principal Amount”) on January 1, 2028, and to pay any outstanding interest thereon, as provided in this Note, in each case, as provided in and subject to the other provisions of this Note, including the earlier redemption or repurchase of this Note.

Unless otherwise indicated, references herein to “dollars” or “$” are to U.S. dollars.

Additional provisions of this Note are set forth on the other side of this Note.

[The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, Surf Air Mobility Inc. has caused this instrument to be duly executed as of the date set forth below.

SURF AIR MOBILITY INC.

Date: July 1, 2026 By:

Name:

Title:

SURF AIR MOBILITY INC.

Senior Secured Term Note due 2028

This Note (this “Note” and, collectively with any Note issued in exchange therefor or in substitution thereof, the “Notes”) is issued by SURF AIR MOBILITY INC., a Delaware corporation (the “Company”), and designated as its “Senior Secured Term Notes due 2028”.

Section . Definitions.

“Affiliate” has the meaning set forth in Rule 144 under the Securities Act.

“ATM Sales Agreement” has the meaning set forth in Section 8(X).

“Cash Sweep Amount” means, with respect to all Cash Sweep Dispositions, fifty percent (50%) of the gross cash or cash equivalents proceeds to the Company from all such Cash Sweep Dispositions.

“Cash Sweep Certification” has the meaning set forth in Section 4(D)(ii).

“Cash Sweep Dispositions” means any Disposition of the Electrification Assets or the SurfOS assets (including any corresponding Dispositions of Equity Interests in Surf Air Technologies Inc.), so long as any of the consideration received by the Company or any of its Subsidiaries in connection with such Disposition is cash or cash equivalents.

“Cash Sweep Financing” means all Cash Sweep Dispositions.

“Cash Sweep Notice” has the meaning set forth in Section 4(D)(iii).

“Cash Sweep Payment” has the meaning set forth in Section 4(D)(i).

in the case of each of clauses (A), (B) and (C), at any point prior to the one hundred eighty-first (181st) day after the Maturity Date.

“Equity Interest” shall mean, with respect to any Person, any and all shares, interests, participations or other equivalents, including preferred stock or membership interests (however designated, whether voting or non-voting), of equity of such Person, including, if such Person is a partnership, partnership interests (whether general or limited) and including, without limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the Securities Act), and any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, such partnership.

For purposes of this definition, (x) any transaction or event described in both clause (A) and in clause (B) above (without regard to the proviso in clause (B)) will be deemed to occur solely pursuant to clause (B) above (subject to such proviso); and (y) whether a Person is a “beneficial owner” and whether shares are “beneficially owned” will be determined in accordance with Rule 13d-3 under the Exchange Act.

“Fundamental Change Repurchase Date” means the date as of which this Note must be repurchased for cash in connection with a Fundamental Change, as provided in Section 6(B).

“Permitted Intellectual Property Licenses” means () Intellectual Property licenses actually disclosed pursuant to the Omnibus Amendment as of the date of the Omnibus Amendment, () non-perpetual Intellectual Property licenses granted in the ordinary course of

business on arm’s length terms consisting of the licensing of technology, the development of technology or the providing of technical support which may include licenses with unlimited renewal options solely to the extent such options require mutual consent for renewal or are subject to financial or other conditions as to the ability of licensee to perform under the license; provided such license was not entered into during an Event of Default or continuance of a Default and () licenses granted in connection with the Palantir Agreements or any SurfOS assets.

“SurfOS” means the Company’s and its Subsidiaries’ current and future right, title and interest in and to the SaaS/AI software platform solution and any current and future related contracts, products, services and materials for the advanced air mobility industry (including, without limitation, urban and regional and commercial air transportation companies, OEMs, operators, leasing companies, maintenance services, charging networks, and other entities in the ecosystem), and all Intellectual Property (as defined in the Security Agreement) in any of the foregoing or related thereto.

Section . Persons Deemed Owners.

The Holder of this Note will be treated as the owner of this Note for all purposes.

Section . Registered Form.

This Note, and any Note issued in exchange therefor or in substitution thereof, will be in registered form, without coupons.

Section . Partial Redemption Payments; Maturity Date Payment; Cash Sweep Payments; Company Redemption Election.

Section . Method of Payment; When Payment Date is Not a Business Day.

Section . Required Repurchase of Note upon a Fundamental Change.

Section . [Reserved.]

Section . Affirmative and Negative Covenants.

provided, however, that the Company need not preserve or keep in full force and effect any such rights (charter and statutory), license or franchise or existence of any of its Subsidiaries if the Board of Directors determines in good faith that (x) the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries, taken as a whole; and (y) the loss thereof is not, individually or in the aggregate, materially adverse to the Holder.

Section . Successors.

The Company will not consolidate with or merge with or into, or (directly, or indirectly through one or more of its Subsidiaries) sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to another Person, other than the Holder or any of its Affiliates (a “Business Combination Event”), unless:

At the effective time of any Business Combination Event, the Successor Corporation (if not the Company) will succeed to, and may exercise every right and power of, the Company under the Transaction Documents with the same effect as if such Successor Corporation had been named as the Company in the Transaction Documents, and, except in the case of a lease, the predecessor Company will be discharged from its obligations under this Note.

Section . Defaults and Remedies.

and, in each case under this Section 10(A)(xx), such order or decree remains unstayed and in effect for at least thirty (30) days; or

Section . Ranking.