Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of November 10, 2025, is by and among Surf Air Mobility Inc., a Delaware corporation with offices located at 12111 S. Crenshaw Blvd., Hawthorne, CA 90250 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).

RECITALS

The Company and HT Investments MA LLC, as a Buyer, desire to enter into this transaction to purchase (i) shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (together with any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock, the “Common Stock”), and (ii) accompanying warrants to purchase shares of Common Stock initially on a cashless exercise basis in the form attached hereto as Exhibit A (each, a “Warrant,” and, collectively, the “Warrants” and such underlying shares of Common Stock issuable upon exercise of the Warrants, collectively, the “Warrant Shares”), in each case of clauses (i) and (ii), pursuant to a currently effective shelf registration statement on Form S-3 (Registration Number 333-284845) and an abbreviated registration statement to register additional securities pursuant to Rule 462(b), which together have sufficient availability for the issuance of the Securities (as defined below) on the Closing Date (as defined below) (collectively, the “Registration Statement”) and have become effective in accordance with the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “1933 Act”) by the U.S. Securities and Exchange Commission (the “SEC”), at a purchase price of $3.32 per Share and accompanying Warrant, as applicable.

The Company and [ ], as a Buyer, additionally desire to enter into this transaction to purchase Senior Secured Convertible Notes in the form attached hereto as Exhibit B (each, a “Note”, and collectively, the “Notes”), which such Notes shall under certain circumstances entitle the Buyer to receive shares of Common Stock (such underlying shares of Common Stock issuable pursuant to the terms of the Notes, the “Note Shares”) in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the 1933 Act, and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the SEC under the 1933 Act.

The Company has authorized the issuance of the Shares, the Warrants, the Notes and the Underlying Shares (as defined below).

Each applicable Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, (i) the aggregate principal amount of the Note equal to the amount set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers for the aggregate purchase price of the Note set forth in column (7) on the Schedule of Buyers, (ii) the Shares as set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers and (iii) the Warrants exercisable for the aggregate number of Warrant Shares set forth opposite such Buyer’s name in column (8) on the Schedule of Buyers, in accordance with the terms of this Agreement.

At the Closing (as defined below), the parties hereto shall execute and deliver the Security Agreement, in the form attached hereto as Exhibit C (the “Security Agreement”), pursuant to which the Company has agreed to grant a first priority security interest to the Collateral Agent (as defined in the Security Agreements), as collateral agent for the holders of the Notes, in the Collateral (as defined in the Security Agreement), now owned and hereafter created or acquired, of the Company and its Subsidiaries (as defined below).

The Shares, the Warrants, the Notes and the Underlying Shares (as defined below) are collectively referred to herein as the “Securities.” The Notes and the Note Shares are collectively referred to herein as the “Private Placement Securities.” The Note Shares together with the Warrant Shares are collectively referred to herein as the “Underlying Shares.”

The Company and each applicable Buyer is executing and delivering this Agreement with respect to the Shares and the Warrants in reliance upon the Registration Statement filed by the Company with the SEC pursuant to the 1933 Act, for the registration of the Shares and the Warrants, as such Registration Statement may be amended and supplemented from time to time (including pursuant to Rule 462(b) of the 1933 Act), including all documents filed as part thereof or incorporated by reference therein, and including all information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B of the 1933 Act, and the prospectus supplement and accompanying base prospectus (together, the “Prospectus Supplement”) complying with Rule 424(b) of the 1933 Act that is delivered by the Company to each applicable Buyer in connection with the execution and delivery of this Agreement, including the documents incorporated by reference therein, and that is filed with the SEC. The Company and each applicable Buyer is executing and delivering this Agreement with respect to the Private Placement Securities in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the 1933 Act, and Rule 506(b) of Regulation D as promulgated by the SEC under the 1933 Act.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:

PURCHASE AND SALE OF THE Securities.

(a)

Purchase of the Securities. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6(a) and 7(a), as applicable, the Company, in reliance upon the Registration Statement, as related to the Shares and the Warrants, and the exemptions from securities registration afforded by Section 4(A)(2) of the 1933 Act and Rule 506(b) of Regulation D, as related to the Private Placement Securities, shall issue and sell to each applicable Buyer, and each applicable Buyer severally, but not jointly, agrees to purchase from the Company at the Closing the following Securities:

(i)

such number of Shares as is set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers;

(ii)

the aggregate principal amount of the Note as is set forth opposite such Buyer’s name in column (6) on the Schedule of Buyers; and

(iii)

the Warrants, exercisable for the aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (8) on the Schedule of Buyers.

(b)

Closing. The closing (the “Closing”) of the purchase of the Securities by the Buyers shall occur by electronic transmission or other transmission as mutually acceptable to the parties. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York City time, on November 12, 2025, subject to the satisfaction or waiver of the conditions to the Closing set forth in Sections 6(a) and 7(a) (or such other date as is mutually agreed to by the Company and each Buyer). As used herein, “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.

(c)

Securities Purchase Price. The aggregate purchase price for the Securities to be purchased by each Buyer at the Closing (the “Purchase Price”) shall be the sum of the amounts set forth opposite such Buyer’s name in column (4), column (5) and column (7) on the Schedule of Buyers.

(d)

Form of Payment for the Securities. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price to the Company for the Securities to be issued and sold to such Buyer at the Closing Date (net of expenses payable pursuant to Section 4(g)), by wire transfer of immediately available funds in accordance with a Flow of Funds Letter (as defined herein) with respect to the Securities and (ii) the Company shall:

(A)

deliver to each applicable Buyer the number of Shares set forth opposite such Buyer’s name in column (3) of the Schedule of Buyers;

(B)

deliver to each applicable Buyer the aggregate principal amount of the Notes as is set forth opposite such Buyer’s name in column (6) of the Schedule of Buyers, duly executed on behalf of the Company and registered on the books and records of the Company in the name of such Buyer or its designee; and

(C)

deliver to each applicable Buyer the Warrants exercisable for the aggregate number of Warrant Shares as is set forth opposite such Buyer’s name in column (8) on the Schedule of Buyers, duly executed on behalf of the Company and registered on the books and records of the Company in the name of such Buyer or its designee.

(e)

Purchase Price Allocation. The Buyers and the Company mutually agree that (i) the allocation of the issue price of such investment unit between the Shares and the Warrants in accordance with the relative fair market values of the Shares and the Warrants, as of the Closing

Date, as set forth on the Schedule of Buyers and (ii) the purchase price for the Notes shall be as set forth on the Schedule of Buyers, and neither the Buyers nor the Company shall take any position inconsistent with such allocation for any tax purposes, except as may be otherwise required by a determination of any taxing authority.

BUYER’S REPRESENTATIONS AND WARRANTIES.

Each Buyer, severally and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing Date:

(a)

Organization; Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.

(b)

No Public Sale or Distribution. Such Buyer (i) is acquiring the Notes and (ii) upon conversion of, or otherwise in accordance with, the Notes, will acquire the Note Shares issuable pursuant thereto, in each case, for its own account and not with a view towards, or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently have any agreement or understanding, directly or indirectly, with any Person (as defined below) to distribute any of the Private Placement Securities in violation of applicable securities laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity (as defined below) or any department or agency thereof.

(c)

Accredited Investor Status. At the time such Buyer was offered the Private Placement Securities, it was and, as of the date hereof, such Buyer is an “accredited investor” as defined in Rule 501(a) of Regulation D.

(d)

Reliance on Exemptions. Such Buyer understands that the Private Placement Securities are being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of such Buyer to acquire the Private Placement Securities.

(e)

No Governmental Review. Such Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

(f)

Transfer or Resale. Such Buyer understands that: (i) the Private Placement Securities have not been registered under the 1933 Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred by any Buyer or any other holder of such Private Placement Securities unless (A) subsequently registered thereunder, (B) such Buyer shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the Company, to the effect that such Private Placement Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Private Placement Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule 144A promulgated under the 1933 Act (or a successor rule thereto) (collectively, “Rule 144”); and (ii) any sale of the Private Placement Securities made in reliance on Rule 144 may be made only in accordance with the terms of Rule 144, and further, if Rule 144 is not applicable, any resale of the Private Placement Securities under circumstances in which the seller (or the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; provided, that, from and after the date that is six (6) months following the date hereof with respect to the Notes, at the request of any Buyer, provided that such Buyer furnishes the Company with a certification if and as may reasonably be requested by the Company stating that such Buyer has held the Private Placement Securities for six (6) months (or otherwise complied with the applicable holding period in accordance with Section 3(a)(9) of the 1933 Act) and is not an affiliate of the Company, the Company shall, if the Company is then in compliance with Section 4(c) hereof, deliver to such Buyer or the Company’s transfer agent, as applicable, an opinion of counsel to the Company, at the Company’s expense and in a form reasonably acceptable to such Buyer, that (A) adequate public information with respect to the Company is then available (within the meaning of Rule 144(c)) and (B) that a sale of the Private Placement Securities may otherwise be made in accordance with the terms of Rule 144. Notwithstanding the foregoing, the Private Placement Securities may be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Private Placement Securities and such pledge of Private Placement Securities shall not be deemed to be a transfer, sale or assignment of the Private Placement Securities hereunder, and no Buyer effecting a pledge of Private Placement Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, this Section 2(f).

(g)

Validity; Enforcement. This Agreement, the Security Agreement and the Security Documents (as defined in the Security Agreement) have been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. As used in this Agreement, “Security Documents” means the Security Agreement, the IP Security Agreement, each Aircraft Mortgage (as defined in the Security Agreement), the Letter of Credit, and the Amended and Restated Subordination and Intercreditor Agreement and each other agreement or instrument pursuant to or in connection with which the Company or any of its Subsidiaries grants a security interest in any Collateral (as defined in the Security Agreement) to any Secured Party (as defined in the Security Agreement), for its benefit and the benefit of the Buyers, or pursuant to which any such security interest in the Collateral is perfected, each as

amended, restated, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.

(h)

No Conflicts. The execution, delivery and performance by such Buyer of this Agreement, each of the Security Documents and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.

(i)

No Bad Actor Disqualification Event. Such Buyer represents, after reasonable inquiry, that none of the “Bad Actor” disqualifying events described in Rule 506(d)(l)(i) to (viii) under the 1933 Act (a “Disqualification Event”) is applicable to such Buyer or any of its Rule 506(d) Related Parties (if any). “Rule 506(d) Related Party” means a person or entity that is a beneficial owner of such Buyer’s securities for purposes of Rule 506(d).

REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date:

(a)

Compliance with Registration Requirements. The Registration Statement has become effective under the 1933 Act. The Company has complied, to the SEC’s satisfaction, with all requests of the SEC for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened, by the SEC. At the time the Annual Report (as defined herein) was filed with the SEC, the Company met the then-applicable requirements for use of Form S-3 under the 1933 Act. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, at the time they were or hereafter are filed with the SEC, or became effective under the Securities Exchange Act of 1934, as amended (the “1934 Act”), as the case may be, complied and will comply in all material respects with the requirements of the 1934 Act.

(b)

Disclosure. The Prospectus Supplement, when filed, will comply in all material respects with the 1933 Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material respects with the 1933 Act, and did not, and at any Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus Supplement (including any prospectus wrapper), as of its date, did not, and at any Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. There are no contracts or other documents required to be described in the Prospectus Supplement or to be

filed as an exhibit to the Registration Statement which have not been described or filed as required. No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries (as defined below) or any of their respective businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would be required to be disclosed by the Company under applicable securities laws on a registration statement on Form S-3 filed with the SEC relating to an issuance and sale by the Company of any shares of Common Stock and which has not been publicly announced, (ii) could have a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect (as defined below).

(c)

Organization and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in good standing (if a good standing concept exists in such jurisdiction) under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their properties and to carry on their business as now being conducted. Each of the Company and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing (if a good standing concept exists in such jurisdiction) in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse Effect. As used in this Agreement, “Material Adverse Effect” means any material adverse effect on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise) or prospects of the Company or its Subsidiaries, taken as a whole, (ii) the transactions contemplated hereby or in any of the other Transaction Documents or any other agreements or instruments entered into in connection herewith or therewith, or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under any of the Transaction Documents. Except as set forth on Schedule 3(c) of the disclosure schedule attached hereto (the “Disclosure Schedule”), the Company has no significant Subsidiaries within the meaning of Rule 1-02(w) of Regulation S-X. “Subsidiaries” means any Person in which the Company, directly or indirectly, (I) owns any of the outstanding capital stock or holds any equity or similar interest of such Person or (II) controls or operates all or any part of the business, operations or administration of such Person, and each of the foregoing, is individually referred to herein as a “Subsidiary.”

(d)

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party. Except as set forth on Schedule 3(d) of the Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Securities and the reservation for issuance and the issuance of the Underlying Shares), have been duly authorized by the Company’s board of directors (the “Board of Directors”), and (other than a Supplemental Listing Application with the NYSE (as defined herein) (the “Required Filings”) and a Current Report on Form 8-K) no further filing, consent or authorization is required by the Company, its Subsidiaries, their respective boards of directors or their stockholders or other governing body in connection therewith. This Agreement has been, and the other Transaction Documents to which it is a party will be, duly executed and delivered by the Company prior to the Closing, and each

constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Notes, the Warrants, the Lock-Up Agreements (as defined herein), the collateral questionnaire(s), the Security Documents and 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.

(e)

Issuance of Securities. The issuance of the Securities is duly authorized and when issued and delivered in accordance with the terms of the Transaction Documents, the Securities shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects, claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively “Liens”) with respect to the issuance thereof. As of each Closing Date, the Company shall have a number of authorized but unissued shares of Common Stock equal to the Required Reserve Amount (as defined herein). The Underlying Shares (upon exercise in accordance with the Warrants, or issuance pursuant to the Notes) will be validly issued, fully paid and non-assessable and free from all preemptive or similar rights or Liens with respect to the issuance thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The offer and issuance by the Company of the Private Placement Securities is exempt from registration under the 1933 Act.

(f)

No Conflicts. Except as set forth on Schedule 3(f) of the Disclosure Schedule, the execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Shares, the Warrants, the Notes and the Underlying Shares, and the reservation of Common Stock for issuance of the Underlying Shares) will not (i) result in a violation of the Certificate of Incorporation (as defined below), Bylaws (as defined herein), certificate of formation, memorandum of association, articles of association, bylaws or other organizational documents of the Company or any of its Subsidiaries, or any capital stock or other securities of the Company or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, or (iii) assuming the accuracy of the representations and warranties in Section 2, result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal and state securities laws and regulations, and the rules and regulations of the New York Stock Exchange (the “NYSE”) and including all applicable foreign, federal and state laws, rules and regulations) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected, assuming, with respect to clauses (ii) and (iii) above, the making of the Required Filings and except in the case of clauses (ii) and (iii) above, for such breaches, violations or conflicts as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(g)

Consents. Except as set forth on Schedule 3(g) of the Disclosure Schedule, neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the Required Filings, filings necessary to perfect the Liens granted under the Security Agreements and such consents, authorizations, filings or registrations the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), any Governmental Entity or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof or thereof. Other than the Required Filings, all consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date, and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction Documents. The Company is not in violation of the requirements of the NYSE and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Stock. “Governmental Entity” means any nation, state, county, city, town, village, district, or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any of the foregoing.

(h)

Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its Subsidiaries, or (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries, or (iii) to its knowledge, a “beneficial owner” (as defined for purposes of Rule 13d-3 of the 1934 Act) of 10% or more than 10% of the shares of any voting class of the Company’s Common Stock. The Company further acknowledges that no Buyer is acting as a financial advisor or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s purchase of the Securities. The Company further represents to each Buyer that the Company’s and each Subsidiary’s decision to enter into the Transaction Documents to which it is a party has been based solely on the independent evaluation by the Company, each Subsidiary and their respective representatives.

(i)

No General Solicitation; No Placement Agent. Except as set forth on Schedule 3(i) of the Disclosure Schedule, neither the Company, nor any of its Subsidiaries or affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with the offer or sale of the Private Placement Securities. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any

Buyer or its investment advisor) relating to or arising out of the transactions contemplated hereby. Neither the Company nor any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, attorney’s fees and reasonable and documented out-of-pocket expenses) arising in connection with any claim for the payment of any placement agent’s fees, financial advisory fees, or brokers’ commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby.

(j)

No Integrated Offering. Based on the Buyers’ representations and warranties set forth in Section 2, none of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance of the Private Placement Securities under the 1933 Act, whether through integration with prior offerings or otherwise, or cause this offering of Securities to require approval of stockholders of the Company in connection with the offering of the Securities for purposes of the 1933 Act or under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf has taken or will take any action or steps that would require registration of the issuance of the Securities under the 1933 Act or cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.

(k)

Dilutive Effect. The Company understands and acknowledges that the number of Underlying Shares will increase in certain circumstances described in the Notes and the Warrants. The Company further acknowledges that its obligation to issue the Underlying Shares pursuant to the terms of the Notes and the Warrants, as applicable, in accordance with the terms thereof and this Agreement is absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other stockholders of the Company.

(l)

Application of Takeover Protections. The Company and its Board of Directors have taken or will take prior to the Closing Date all necessary action, if any, in order to render inapplicable any control share acquisition, interested stockholder, business combination, poison pill, stockholder rights plan or other similar anti-takeover provision under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities.

(m)

SEC Documents and Financial Statements. During the one (1) year prior to the date hereof and each Closing Date with respect to which this representation is being made, the Company has timely filed all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC (other than Section 16 ownership filings) pursuant to the reporting requirements of the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose) (all of the foregoing filed between the one (1) year period prior to the date hereof and each Closing Date and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein being hereinafter referred to as the “SEC

Documents”). The Company has delivered or has made available to the Buyers or their respective representatives true, correct and complete copies of each of the SEC Documents not available on the EDGAR system. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto as in effect as of the time of filing. Such financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”), consistently applied, during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in the aggregate). No other information provided by or on behalf of the Company to any of the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including, without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials Statements to be in material compliance with GAAP and the rules and regulations of the SEC. The Company has not been informed by its independent auditors that they recommend that the Company amend or restate any of the Financial Statements or that there is any need for the Company to amend or restate any of the Financial Statements.

(n)

Absence of Certain Changes. Since the date of the Company’s audited financial statements contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), there has been no Material Adverse Effect. Since the date of the audited financial statements contained in the Annual Report, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any assets, individually or in the aggregate, outside of the ordinary course of business, (iii) made any capital expenditures, individually or in the aggregate, outside of the ordinary course of business, or (iv) made any revaluation of any of their respective assets, including, without limitation, writing down the value of capitalized inventory or writing off notes or accounts receivable or any sale of assets other than in the ordinary course of business.

(o)

Insolvency. Neither the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary

bankruptcy proceedings or any actual knowledge of any fact which would reasonably lead a creditor to do so. Except as set forth on Schedule 3(o) of the Disclosure Schedule, the Company and its Subsidiaries, individually and on a consolidated basis, are not as of the date hereof and as of the Closing Date, and after giving effect to the transactions contemplated hereby to occur on the Closing Date, will not be Insolvent (as defined below). For purposes of this Section 3(o), “Insolvent” means, (i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s (as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature.

(p)

Listing and Trading. Regulatory Permits. Except as set forth on Schedule 3(p) of the Disclosure Schedule, during the two (2) years prior to the date hereof and prior to the Closing Date with respect to which this representation is being made, (i) the Common Stock has been listed or designated for quotation on the NYSE, (ii) trading in the Common Stock has not been suspended by the SEC or the NYSE, and (iii) the Company has received no communication, written or oral, from the SEC or the NYSE regarding the suspension or delisting of the Common Stock from the NYSE. The Company and each of its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

(q)

Foreign Corrupt Practices. Neither the Company, any of the Company’s Subsidiaries, nor any director, officer, employee thereof, nor, to the Company’s knowledge, any agent or any other person acting for or on behalf of the foregoing (individually and collectively, a “Company Affiliate”) have violated the U.S. Foreign Corrupt Practices Act or any other applicable anti-bribery or anti-corruption laws (individually and collectively, “Anti-Corruption Laws”), nor, to the Company’s knowledge, has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

(i)

(A) influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official to do or omit to do any act in violation

of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government Official to influence or affect any act or decision of any Governmental Entity, or

(ii)

assisting the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.

Neither of the Company nor any of its Subsidiaries will use, directly or indirectly, any part of the proceeds of the transactions contemplated by this Agreement or any of the Transaction Documents in any manner that would constitute a violation of Anti-Corruption Laws.

(r)

Sarbanes-Oxley Act. Except as set forth on Schedule 3(r) of the Disclosure Schedule, the Company and each of its Subsidiaries is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the SEC thereunder that are effective as of the date hereof and as of the Closing Date.

(s)

Transactions With Affiliates. Except as set forth on Schedule 3(s) of the Disclosure Schedule, no current or former employee, partner, director, officer or shareholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing, is presently or has been (i) a party to any transaction with the Company or its Subsidiaries (including any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property from, or otherwise requiring payments to, any such director, officer or shareholder or such associate or affiliate or relative Subsidiaries (other than for ordinary course services as employees, officers or directors of the Company or any of its Subsidiaries)) or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor, supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than five percent (5%) of the common stock or ordinary shares, as applicable, of a company whose securities are traded on or quoted through an Eligible Market (as defined herein)), nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the business of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries. No employee, officer, shareholder or director of the Company or any of its Subsidiaries or member of his or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company or its Subsidiaries, as the case may be, and (iii) for other standard employee benefits made generally available to all employees or executives (including share option agreements outstanding under any share option plan approved by the Board of Directors).

(t)

Equity Capitalization.

(i)

Authorized and Outstanding Capital Stock. As of the date of this Agreement and as of the Closing, the authorized capital stock of the Company consists of (A) 800,000,000 shares of Common Stock, of which, 52,266,051 are issued and outstanding and 4,881,193 shares are reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes and the Warrants) exercisable or exchangeable for, or convertible into, shares of Common

Stock, and (B) 50,000,000 shares of preferred stock, par value $0.0001 per share, of which no shares are issued and outstanding. “Convertible Securities” means any capital stock or other security of the Company or any of its Subsidiaries 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 capital stock or other security of the Company (including, without limitation, Common Stock and any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities (collectively, “Options”)) or any of its Subsidiaries.

(ii)

Valid Issuance; Available Shares; Affiliates. All of the Company’s outstanding shares of capital stock are duly authorized and have been validly issued and are fully paid and non-assessable. Schedule 3(t)(ii) sets forth the number of shares of each class of Common Stock that are (A) reserved for issuance pursuant to Convertible Securities (other than the Notes and the Warrants) as of the date hereof and as of the Closing and (B) as of the date hereof and as of the Closing, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated based on the assumption that only officers, directors and holders of at least ten percent (10%) of any class of the Company’s issued and outstanding shares of Common Stock are “affiliates” without conceding that any such Persons are “affiliates” for purposes of federal securities laws) of the Company or any of its Subsidiaries. To the Company’s knowledge, as of the date hereof and the Closing Date, no Person owns ten percent (10%) or more of any class of the Company’s issued and outstanding shares of Common Stock (calculated based on the assumption that all Convertible Securities, whether or not presently exercisable or convertible, have been fully exercised or converted (as the case may be) taking account of any limitations on exercise or conversion (including “blockers”) contained therein without conceding that such identified Person is a ten percent (10%) stockholder for purposes of federal securities laws).

(iii)

Existing Securities; Obligations. Except as set forth on Schedule 3(t)(iii): (A) none of the Company’s or any Subsidiary’s shares, interests or capital stock is subject to preemptive rights or any other similar rights or Liens suffered or permitted by the Company or any Subsidiary; (B) other than stock options, restricted share units, performance share units, deferred share units and other stock-based awards awarded to employees, directors and consultants of the Company under equity incentive plans adopted by the Board of Directors of the Company and described in the SEC Documents, there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or capital stock of the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or capital stock of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act; (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Securities; and (F) neither the Company nor

any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement.

(u)

Organizational Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Amended and Restated Certificate of Incorporation, as amended, and as in effect on the date hereof and the Closing Date (the “Certificate of Incorporation”) and the Company’s Amended and Restated Bylaws, each as in effect on the date hereof and the Closing Date (the “Bylaws”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.

(v)

Indebtedness and Other Contracts. Except as set forth on Schedule 3(v), neither the Company nor any of its Subsidiaries (i) has any outstanding debt securities, notes, credit agreements, credit facilities or other agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company or any of its Subsidiaries is or may become bound, (ii) has any financing statements securing obligations in any amounts filed against the Company or any of its Subsidiaries or with respect to any of their respective assets, (iii) is in violation of any term of, or in default under, any contract, agreement or instrument relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in a Material Adverse Effect, or (iv) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’ respective businesses consistent with past practices and which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement: (x) “Indebtedness” means, indebtedness of any kind, including, without duplication (A) 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, (B) all obligations evidenced by notes, bonds, debentures or similar instruments, (C) all Capital Lease Obligations, (D) all Contingent Obligations, and (E) Disqualified Stock; (y) “Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (A) 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; (B) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (C) 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; and (z) “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: (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b) is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock convertible or exchangeable solely at the option of the Company or a Subsidiary of the Company; provided that any such conversion or exchange will be deemed an incurrence of Indebtedness or Disqualified Stock, as applicable), (c) is redeemable at the option of the holder thereof, in whole or in part, or (d) 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. For purposes of this Section 3(v) only, capitalized terms otherwise not defined in each of clauses (x), (y) and (z) shall have the meanings of such terms as defined in the Notes.

(w)

Litigation. There is no material action, suit, arbitration, proceeding, inquiry or investigation before or by the NYSE, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries (or pending or threatened by the Company or any of its Subsidiaries), the Common Stock or any of the Company’s or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such. To the knowledge of the Company, no director, officer or employee of the Company or any of its Subsidiaries has willfully violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing, there has not been, and to the knowledge of the Company, there is not pending, contemplated or anticipated, any inquiry or investigation by the SEC involving the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. The SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company under the 1933 Act or the 1934 Act. After reasonable inquiry of its officers (as defined in Rule 16a-1(f) promulgated under the 1934 Act) and members of its Board of Directors, the Company is not aware of any fact which might result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental Entity.

(x)

Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any of its Subsidiaries has been refused any insurance coverage sought or applied for, and neither the Company nor any of its Subsidiaries has any reason to believe that it will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(y)

Employee Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer (as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the knowledge of the Company, no executive officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in

violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or any other contract or agreement or any restrictive covenant with the Company or any of its Subsidiaries, and the continued employment of each such executive officer or other key employee (as the case may be) does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in material compliance with all applicable federal, state, local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

(z)

Title. Each of the Company and its Subsidiaries holds good title to, or a valid leasehold interest in, all real property, leases in real property, facilities or other interests in real property owned or held by the Company or any of its Subsidiaries, as applicable, that is material to the business of the Company (the “Real Property”). The Real Property is free and clear of all Liens and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (i) Liens for current taxes not yet due and (ii) Liens, zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto and do not materially impair the value of the Collateral. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere in any material respect with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.

(aa)

Fixtures and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in, the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used by the Company and its Subsidiaries to conduct their respective businesses (the “Fixtures and Equipment”), except where the lack of such good title or valid leasehold interest would not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Fixtures and Equipment are structurally sound, are in good operating condition and repair (ordinary wear and tear excepted), are adequate for the uses to which they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior to the date hereof and each Closing Date. Except as set forth on Schedule 3(aa), each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except for (i) Liens for current taxes not yet due, (ii) Liens, zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto and do not materially impair the value of the Collateral, and (iii) other Permitted Liens (as defined in the Notes).

(bb)

Intellectual Property Rights. The Company and each of its Subsidiaries owns or possesses adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, original works, inventions, licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and registrations therefor necessary to conduct their respective businesses as now conducted and as presently proposed to be conducted (the “Intellectual Property Rights”). None of the Company’s or its Subsidiaries’ Intellectual Property Rights, which

are necessary to conduct their respective businesses, have expired, terminated or been abandoned, or are expected to expire, terminate or be abandoned, within three (3) years from the date of this Agreement. Neither the Company nor any of its Subsidiaries has, (i) infringed, misappropriated, diluted or violated the Intellectual Property Rights of others, (ii) violated any material term or provision of any contract concerning Intellectual Property Rights, (iii) violated any material right of any person (including any right to privacy or publicity), or (iv) conducted its business in a manner that would constitute unfair competition or unfair trade practices under the laws of any jurisdiction. There is no claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened, against the Company or any of its Subsidiaries regarding Intellectual Property Rights of others that would reasonably be expected to have a Material Adverse Effect on the Company. The Company is not aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all trade secrets within the Intellectual Property Rights of the Company that are materially necessary to conduct their respective businesses. To the knowledge of the Company, no third party is infringing, violating or misappropriating any Company owned Intellectual Property Rights, and there is no claim pending or proceeding regarding any such actual or alleged infringement, misappropriation or other violation of any Company owned Intellectual Property Rights. All former and current employees, contractors and consultants of the Company who have contributed to the creation or development of the Company owned Intellectual Property Rights have executed a valid and enforceable agreement containing an irrevocable assignment to the Company of all of their ownership and other rights therein, including to any invention, improvement or discovery. The Company has not distributed, incorporated or otherwise used any “Open Source Code” (also known as “free software” (as defined by the Free Software Foundation) or “open source software” (as defined by the Open Source Initiative) or has not otherwise distributed publicly software under terms that permit modification and redistribution of such software in a manner that would require that any of the proprietary software owned by the Company or included in a Company product or service: (i) be made available or distributed in source code form; (ii) be licensed for the purpose of making derivative works; (iii) be licensed under terms that allow reverse engineering, reverse assembly or disassembly of any kind; or (iv) be redistributable at no charge. The Company is in compliance with the terms and conditions of all licenses for free or Open Source Code.

(cc)

Environmental Laws. Except as set forth on Schedule 3(cc) of the Disclosure Schedule The Company and its Subsidiaries (i) are in compliance with any and all Environmental Laws (as defined below), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (iii) are in compliance with all terms and conditions of any such permit, license or approval where, except in each of the foregoing clauses (i), (ii), and (iii), where the failure to so comply or having such permits, licenses or other approval would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, provincial, local or foreign laws, regulations, orders, judgements, decrees, permits or common law provision or other legally binding standards relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous materials, substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment,

storage, disposal, transport or handling of, or exposure to, Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

(dd)

No Hazardous Materials. Except as set forth on Schedule 3(dd) of the Disclosure Schedule:

(A)

To the Company’s knowledge, no Hazardous Materials have been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental Laws.

(B)

To the Company’s knowledge, no Hazardous Materials are present on, over, beneath, in or upon any Real Property or any portion thereof in quantities that would constitute a violation of any Environmental Laws or in quantities, a manner or location that would reasonably be expected to require remedial action pursuant to any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental Laws, which violation would have a Material Adverse Effect.

(C)

To the Company’s knowledge, neither the Company nor any of its Subsidiaries knows of any other Person that has stored, treated, recycled, disposed of or otherwise located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and polychlorinated biphenyls.

(D)

To the Company’s knowledge, none of the Real Property is on any federal or state “Superfund” list or Comprehensive Environmental Response, Compensation and Liability Information System (“CERCLIS”) list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related Liens.

(E)

Neither the Company nor its Subsidiaries is subject to any pending claim or proceeding or, to the Company and its Subsidiaries’ knowledge, threatened claim or proceeding to any Environmental Laws, except for any claims or proceeding that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(ee)

Tax Status. Except as set forth on Schedule 3(ee) of the Disclosure Schedule, the Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject through the date of this Agreement or have requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a Material Adverse Effect) and (ii) has timely paid all taxes and other governmental assessments and charges, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and for which reserves required by GAAP have been created in the financial statements of the Company or for cases in which the failure to pay would not have a Material Adverse Effect. There is no tax deficiency that has been determined adversely to the Company or any of its Subsidiaries which has had a Material Adverse Effect, nor does the Company or its Subsidiaries have any knowledge or notice of any tax deficiency which could reasonably be expected to be determined adversely to the Company or its Subsidiaries and which could reasonably be expected to have a Material Adverse Effect.

(ff)

Internal Accounting and Disclosure Controls. Except as set forth on Schedule 3(ff) of the Disclosure Schedule, the Company and each of its Subsidiaries maintains internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference. The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a‑15(e) under the 1934 Act) that are effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions regarding required disclosure. Since the filing of the Annual Report, neither the Company nor any of its Subsidiaries has received any notice or correspondence from any accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part of the internal controls over financial reporting of the Company or any of its Subsidiaries.

(gg)

Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

(hh)

Investment Company Status. The Company is not, and upon consummation of the sale of the Securities and the application of the proceeds thereof, will not be, an “investment company,” or a company controlled by an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(ii)

Acknowledgement Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure of the transactions contemplated by the Transaction Documents in the Press Release (as defined below), none of the Buyers have been asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries, to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Stock which was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative” transaction; and (iv) each Buyer may rely on the Company’s obligation to timely

deliver shares of Common Stock as and when required pursuant to the Transaction Documents for purposes of effecting trading in the Common Stock of the Company. The Company further understands and acknowledges that following the public disclosure of the transactions contemplated by the Transaction Documents pursuant to the Press Release, one or more Buyers may have engaged and may after the date hereof engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock) at various times prior to or during the period that the Securities are outstanding, including, without limitation, during the periods that the value and/or number of the Underlying Shares deliverable with respect to the Securities, as applicable, are being determined and such hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable shares of Common Stock), if any, can reduce the value of the existing stockholders’ equity interest in the Company both at and after the time the hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading activities do not constitute a breach of this Agreement, the Notes, the Warrants or any other Transaction Document or any of the documents executed in connection herewith or therewith.

(jj)

Manipulation of Price. Neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company, no Person acting on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research services with respect to any securities of the Company or any of its Subsidiaries.

(kk)

U.S. Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897 of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.

(ll)

Transfer Taxes. All stock transfer or other taxes (other than income or similar taxes) which are required to be paid in connection with the issuance, sale and transfer of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company, and all laws imposing such taxes will be or will have been complied with in all material respects; provided that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any Underlying Shares pursuant to the Notes and the Warrants, as applicable, in a name other than that of the Buyer of such Note and the Warrants, as applicable, and the Company shall not be required to issue or deliver such Underlying Shares unless or until the Person or Persons requesting the issuance thereof shall have paid to the Company the amount of such tax or shall have established to the satisfaction of the Company that such tax has been paid.

(mm)

Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”), and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(nn)

Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or affiliates, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office to influence official action or secure an improper advantage, except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

(oo)

Money Laundering. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the laws, regulations and executive orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including, but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations contained in 31 CFR, Subtitle B, Chapter V. The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with the USA Patriot Act of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations.

(pp)

Sanctions. None of the Company, any of its Subsidiaries or any director, officer, employee or, to the knowledge of the Company and its Subsidiaries, agent or other person acting for or on behalf of the foregoing is the subject or target of any economic or financial sanctions imposed, administered or enforced by the United States (including the U.S. Department of the Treasury Office of Foreign Assets Control and the U.S. Department of State) or other relevant sanctions authority (collectively, “Sanctions” and each such Person, a “Sanctioned Person”). The operations of the Company and its Subsidiaries are, and have been conducted within the past five (5) years, in compliance with applicable Sanctions. Neither the Company nor any of its Subsidiaries will, directly or indirectly, use any part of the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, to fund or facilitate any dealings or transactions with, involving or for the benefit of any Sanctioned Person, or otherwise in any manner that would constitute or give rise to a violation of any Sanctions by any Person (including any Person participating in the offering, whether as buyer, underwriter, advisor, investor or otherwise).

(qq)

Management. During the past five (5) year period, no current or former officer or director of the Company, to the knowledge of the Company, has been the subject of:

(i)

a petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or similar officer for such Person, or any partnership in which such person was a general partner at or within two (2) years before the filing of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or within two (2) years before the time of the filing of such petition or such appointment;

(ii)

a conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not relate to driving while intoxicated or driving under the influence);

(iii)

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such person from, or otherwise limiting, the following activities:

(A)

acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(B)

engaging in any particular type of business practice; or

(C)

engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities laws or commodities laws;

(iv)

any order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be associated with persons engaged in any such activity;

(v)

a finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently reversed, suspended or vacated; or

(vi)

a finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or vacated.

(rr)

Stock Option Plans. Each stock option granted by the Company was granted (i) in accordance with the terms of the applicable stock option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock

option would be considered granted under GAAP and applicable law. To the Company’s knowledge, no stock option granted under the Company’s stock option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice of the Company to knowingly grant, stock options prior to, or otherwise knowingly coordinate the grant of stock options with, the release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results or prospects.

(ss)

Cybersecurity. The information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases used or owned by, or leased or licensed to, the Company or any of its Subsidiaries (collectively, “IT Systems”) are adequate for, and operate and perform in all material respects as required in connection with the operation of the business of the Company and its Subsidiaries as currently conducted, and are free and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants. The Company and its Subsidiaries have implemented and maintained commercially reasonable physical, technical and administrative controls, policies, procedures, and safeguards to maintain and protect their material confidential information and the integrity, continuous operation, redundancy and security of all IT Systems and data, including “Personal Data,” used in connection with their businesses. “Personal Data” means (i) a natural person’s name, street address, telephone number, e-mail address, photograph, social security number or tax identification number, driver’s license number, passport number, credit card number, bank information, or customer or account number; (ii) any information which would qualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data” as defined by the European Union General Data Protection Regulation (“GDPR”) (EU 2016/679); (iv) any information which would qualify as “protected health information” under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act (collectively, “HIPAA”); and (v) any other piece of information that allows the identification of a natural person, or his or her family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. There have been no breaches, violations, outages or unauthorized uses of or accesses to same, except for those that have been remedied without material cost or liability or the duty to notify any other person, nor any incidents under internal review or investigations relating to the same. To the knowledge of the Company, there have been no breaches, violations, outages or unauthorized uses of or accesses to Personal Data that required statutory notification to individuals or governmental or regulatory authorities. The Company and its Subsidiaries are presently in material compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or governmental or regulatory authority, internal policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access, misappropriation or modification.

(tt)

Compliance with Data Privacy Laws. The Company and its Subsidiaries are, and at all prior times were, in material compliance with all applicable state and federal data privacy and security laws and regulations, including without limitation HIPAA, and the Company and its Subsidiaries have taken commercially reasonable actions to prepare to comply with, and since May 25, 2018, have been and currently are in compliance with, the GDPR (EU 2016/679) (collectively, the “Privacy Laws”). The Company and its Subsidiaries have in place, comply with, and take appropriate steps reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security and the collection, storage, use,

disclosure, handling, and analysis of Personal Data (the “Policies”). The Company and its Subsidiaries have at all times made all disclosures to users or customers required by applicable laws and regulatory rules or requirements, and none of such disclosures made or contained in any Policy have, to the knowledge of the Company, been inaccurate or in violation of any applicable laws and regulatory rules or requirements in any material respect. Neither the Company nor any Subsidiary: (i) has received notice of any actual or potential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, in whole or in part, any investigation, remediation, or other corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposes any obligation or liability under any Privacy Law.

(uu)

Margin Stock. The application of the proceeds received by the Company from the issuance, sale and delivery of the Notes as described in the Transaction Documents will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve system or any other regulation of such Board of Governors.

(vv)

Disclosure. The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement and the other Transaction Documents and any information disclosed in either the Prospectus Supplement or the Press Release. The Company understands and confirms that each of the Buyers has relied on and will rely on the foregoing representations in effecting transactions in securities of the Company. All disclosure provided by the Company to the Buyers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents, taken as a whole, will be true and correct as of the date on which such information is so provided and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.

(ww)

ATM Sales Program; Equity Line of Credit. The Company shall (i) at the time of Closing, have either an agreement providing for an “at-the-market” offering within the meaning of Rule 415(a)(4) of the 1933 Act (an “ATM Sales Agreement”) pursuant to which the Company may issue and sell shares of Common Stock from time to time (an “ATM Sales Program”) or an Equity Line of Credit (as defined herein) in place and (ii) ensure that at the time of Closing, the ATM Sales Program and Equity Line of Credit have available accessible aggregate capacity to generate gross proceeds to the Company of at least thirty million dollars ($30,000,000).

(xx)

No Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions contemplated by the Transaction Documents other than as specified in the Transaction Documents.

(yy)

Shell Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).

(zz)

No Disqualification Event. With respect to the Private Placement Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933 Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering contemplated hereby, or, to the Company’s knowledge, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided thereunder.

(aaa)

Other Covered Persons. Except as set forth on Schedule 3(aaa) of the Disclosure Schedule, the Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D Securities.

COVENANTS.

(a)

Best Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.

(b)

Blue Sky. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the Closing pursuant to this Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date. Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all filings and reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation, all applicable federal securities laws and all applicable “Blue Sky” laws), and the Company shall comply with all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale of the Securities to the Buyers.

(c)

Reporting Status. Until the ninety (90) day anniversary of the later of (i) the full exercise or expiration of the Warrants and (ii) the termination of the Notes (the “Reporting Period”), the Company shall timely file all reports required to be filed with the SEC pursuant to

the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose), and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.

(d)

Use of Proceeds. The Company will use the net proceeds from the sale of the Securities for the refinancing of existing liabilities of the Company and funding of separately capitalized subsidiaries in each case, in such amounts as set forth in Schedule 4(d), but not, directly or indirectly, for (i) the redemption or repurchase of any securities of the Company or any of its Subsidiaries or repayment of any Indebtedness (other than, for the avoidance of doubt, the aforementioned refinancing of existing liabilities of the Company) or (ii) the settlement of any outstanding litigation.

(e)

Financial Information. The Company agrees to send the following to each Buyer during the Reporting Period (i) unless the following are filed or furnished with the SEC through EDGAR and are available to the public through the EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, any interim reports or any consolidated balance sheets, income statements, stockholders’ equity statements and/or cash flow statements for any period other than annual, any Current Reports on Form 8-K and any registration statements (other than on Form S-8 or Form S-4) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed or furnished with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the release thereof, e-mail copies of all press releases issued by the Company or any of its Subsidiaries and (iii) unless the following are filed or furnished with the SEC through EDGAR, copies of any notices and other information made available or given to the stockholders of the Company generally, contemporaneously with the making available or giving thereof to the stockholders.

(f)

Listing. The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Shares and the Underlying Shares upon each national securities exchange and automated quotation system, if any, upon which the Common Stock is then listed or designated for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for quotation (as the case may be) of all the Shares and the Underlying Shares from time to time issuable under the terms of the Transaction Documents on such national securities exchange or automated quotation system. The Company shall maintain the Common Stock’s listing or authorization for quotation (as the case may be) on the NYSE, the Nasdaq Capital Market, the NYSE American, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible Market”). Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to result in the delisting or suspension of the Common Stock on an Eligible Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f).

(g)

Fees. The Company shall pay for the reasonable and documented due diligence and legal fees and expenses incurred by the Buyers in connection with the structuring, documentation, negotiation, and closing of the transactions contemplated by the Transaction Documents (and the enforcement thereof by the Buyers), including, without limitation, all reasonable and documented legal fees and disbursements of Haynes and Boone, LLP, counsel to the Buyers (“Haynes and

Boone”), and due diligence and regulatory filings in connection therewith, and all reasonable and documented legal fees and expenses of the Buyers and the Collateral Agent (as defined herein) in connection with implementing and perfecting security interests (collectively, the “Transaction Expenses”) and such Transaction Expenses, to the extent they have not already been paid to the Buyer, may be withheld by the Buyers from its Purchase Price at the Closing. In addition, the Company shall until the later of (i) the date on which no Warrants remain outstanding and (ii) the date on which no Notes remain outstanding, pay for the all reasonable and documented legal fees and expenses of the Buyers, including, without limitation, all reasonable and documented legal fees and disbursements of Haynes and Boone, in each case, incurred in connection with any amendments, supplements, waivers, or any other re-structuring or modifications of the Securities following the Closing Date. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, The Depository Trust Company (“DTC”) fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and reasonable and documented out-of-pocket expenses) arising in connection with any claim relating to any such payment. Except as otherwise set forth in the Transaction Documents, each party to this Agreement shall bear its own expenses in connection with the sale of the Securities to the Buyers.

(h)

Pledge of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that the Securities may be pledged by a Buyer in connection with a bona fide margin agreement or other loan or financing arrangement that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(g) hereof. The Company hereby agrees to execute and deliver such documentation as a pledgee, of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.

(i)

Disclosure of Transactions and Other Material Information.

(i)

Disclosure of Transaction. No later than 9:30 a.m., New York time, on the date of this Agreement, the Company shall issue a press release (the “Press Release”) reasonably acceptable to the Buyers disclosing all the material terms of the transactions contemplated by the Transaction Documents. No later than 5:30 p.m., New York time, on the fourth (4th) Business Day after the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required by the 1934 Act and attaching all the material Transaction Documents (the “8-K Filing”). From and after the issuance of a Press Release, the Company shall have disclosed all material, non-public information (if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors, employees or agents. In addition, effective upon the issuance of a Press Release, 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 Buyers or any of

their affiliates, on the other hand, shall have terminated and none of the Buyers have been subject to any such obligation since the issuance of such Press Release.

(ii)

Limitations on Disclosure. Other than as required under the 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 Buyer with any material, non-public information regarding the Company or any of its Subsidiaries from and after the date hereof unless prior thereto such Buyer 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 Buyer pursuant to the Transaction Documents, the Company shall obtain each Buyer’s prior written consent prior to providing such information to such Buyer, and if any Buyer fails to provide such written consent, the Company shall not be deemed to be in breach of any of the 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 Buyer without such Buyer’s prior written consent in breach of the foregoing sentence, the Company hereby covenants and agrees that such Buyer 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 Buyer shall remain subject to applicable law. Subject to the foregoing, neither the Company, its Subsidiaries nor any Buyer 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 the Buyer under any Transaction Agreement that would otherwise constitute material nonpublic information; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make any press release or other public disclosure with respect to such transactions (A) in substantial conformity with the 8-K Filing and (B) as is required by applicable law and regulations (provided that in the case of clause (A) above, each Buyer 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 Buyer (which may be granted or withheld in such Buyer’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 Buyer or disclose the name of any Buyer 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 (i) which it is required to make by applicable law or pursuant to judicial process, (ii) as required by federal securities law in connection with the filing of final Transaction Documents with the SEC, or (iii) to the extent such disclosure is required by law or regulations of the NYSE; provided further, that (A) such filing or submission shall contain only such information as is necessary to comply with applicable law or judicial process and (B) unless specifically prohibited by applicable law or court order, the Company shall promptly notify the Buyers of the requirement to make such submission or filing and provide the Buyers with a copy thereof, expect 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 Buyer shall have (unless expressly agreed to by a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular Buyer (it being understood and agreed that no Buyer may bind any other Buyer 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.

(j)

Additional Issuance of Securities.

(i)

The Company agrees that for the period commencing on the date hereof and ending on the date immediately following the ninety (90) calendar days following the Effectiveness Date (as defined herein) (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, except the initial Resale Registration Statement, 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 1933 Act), any Convertible Securities, any preferred stock or any purchase rights). Notwithstanding the foregoing, this Section 4(j)(i) shall not apply during the Restricted Period in respect of (A) the issuance of restricted stock units, stock appreciation rights or restricted stock awards, Options or Convertible Securities issued under any Approved Stock Plan (as defined below), so long as (i) 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 (ii) 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 Buyers, (B) 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 materially changed in any manner that adversely affects any of the Buyers, or (C) the issuances of Underlying Shares. Notwithstanding the foregoing, this Section 4(j)(i) shall not apply with respect to any issuances of only Common Stock pursuant to an equity line of credit with the GEM Facility (as defined below) or any other Equity Line of Credit that is approved by written agreement by the Required Holders (which approval of such other equity line of credit may be granted or revoked at any time by the Required Holders in their sole discretion) (the “Equity Line of Credit”); provided, however, that the Company’s existing 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, and Gem Yield Bahamas Limited, a limited company formed under the laws of the Commonwealth of the Bahamas (as in effect as of the date of this Agreement, the “GEM Facility”) is deemed approved. An “Approved Stock Plan” means any security-based compensation plan which has been approved by the Board of Directors of the Company prior to the date hereof, pursuant to which Common Stock, options to purchase Common Stock and other incentive equity awards may be

issued to any employee, officer, consultant or director for services provided to the Company in their capacity as such, and not for the purpose of raising capital, pursuant to any consulting agreement, advisory agreement or independent contractor agreement approved by the Board of Directors or the compensation committee thereof.

(ii)

So long as the Notes or any Warrants remain outstanding, the Company and each Subsidiary shall be prohibited from effecting, or entering into an agreement directly or indirectly to effect a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company or any Subsidiary (A) issues or sells any Convertible Securities either (i) at a conversion, exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such Convertible Securities, or (ii) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock, other than pursuant to customary adjustments for stock splits, stock dividends, stock combinations, recapitalizations and similar events or (B) enters into any agreement (including, without limitation, an equity line of credit) whereby the Company or any Subsidiary may sell securities at a future determined price (other than standard and customary “preemptive” or “participation” rights); provided that, for avoidance of doubt, neither (A) (i) the entry into the ATM Sales Agreement underlying the ATM Sales Program and issuance of shares of Common Stock pursuant to the ATM Sales Program or Equity Line of Credit or (ii) the GEM Facility nor (B) the issuance of shares of Common Stock pursuant thereto shall be considered a “Variable Rate Transaction.”

(iii)

So long as the Notes or the Warrants remain outstanding, the Company will not, without the prior written consent of the Required Holders, issue any Notes or Warrants (other than to the Buyers as contemplated hereby) and the Company shall not issue any other securities that would cause a breach or default under the Notes or the Warrants.

(iv)

Each Buyer shall be entitled to obtain injunctive relief against the Company and its Subsidiaries to preclude any issuance prohibited by this Section 4(j), which remedy shall be in addition to any right to collect damages.

(k)

Compliance with Laws. None of the Company or any of its Subsidiaries shall violate any law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

(l)

Passive Foreign Investment Company. The Company shall conduct its business, and shall cause its Subsidiaries to conduct their respective businesses, in such a manner as will ensure that the Company will not be deemed to constitute a passive foreign investment company within the meaning of Section 1297 of the Code.

(m)

Restriction on Redemption and Cash Dividends. So long as any of the Notes are outstanding, except as otherwise permitted under the Notes, the Company shall not, directly or indirectly, redeem, or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent of the Required Holders (other than as required by the Notes or as required by the terms thereof as in effect on the date hereof); provided, however,

that such written consent shall not be required for any repurchases, forfeitures, withholdings or transfers of securities pursuant to a net exercise of a Convertible Security to cover the payment of the exercise prices or the payment of withholding of taxes associated with the exercise or vesting of equity awards under any equity compensation plan of the Company.

(n)

Corporate Existence. So long as any Notes or the Warrants remain outstanding, the Company shall not be party to any Fundamental Change (as defined in the Notes) or a Fundamental Transaction (as defined in the Warrants) unless the Company is in compliance with the applicable provisions governing Fundamental Changes set forth in the Notes and the applicable provisions governing Fundamental Transactions set forth in the Warrants.

(o)

Issuance Procedures. The terms of the Notes and the Warrants, as applicable, set forth the totality of the procedures required of the Buyers in order to receive the shares of Common Stock pursuant to the Notes or by exercise of the Warrants, as applicable. No legal opinion, other information or instructions shall be required of the Buyers to receive the shares of Common Stock pursuant to the Notes or by exercise of the Warrants, as applicable, other than as set forth in Section 2(f). The Company shall honor an election by a Buyer to receive the shares of Common Stock pursuant to the Notes or by exercise of the Warrants, as applicable, and shall deliver the Underlying Shares in accordance with the terms, conditions and time periods set forth in the Notes and the Warrants, as applicable. Except as explicitly set forth in the Notes and the Warrants, as applicable, no legal opinion, information or instructions shall be required of the Buyers to receive Underlying Shares pursuant to the Notes and the Warrants, as applicable. The Company shall deliver the Underlying Shares in accordance with the terms, conditions and time periods set forth in the Notes and the Warrants, as applicable.

(p)

Regulation M. The Company will not take any action prohibited by Regulation M under the 1934 Act in connection with the distribution of the Securities contemplated hereby.

(q)

General Solicitation. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting on behalf of the Company or such affiliate will solicit any offer to buy or offer to sell the Private Placement Securities by means of any form of general solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(r)

Integration. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration of the Securities under the 1933 Act or require stockholder approval under the rules and regulations of the NYSE and the Company will take all action that is appropriate or necessary to assure that its offerings of other securities will not be integrated for purposes of the 1933 Act or the rules and regulations of the NYSE, with the issuance of Securities contemplated hereby.

(s)

Rule 144. The Company shall cause the Private Placement Securities and any shares of Common Stock issuable pursuant to the Notes to be eligible to be offered, sold or otherwise

transferred by the Buyers pursuant to Rule 144 under the 1933 Act, without any requirements as to volume, manner of sale, any requirement as to availability of current public information that is not satisfied, or notice under the 1933 Act and without any requirement for registration under any state securities or “blue sky” law, on and after the date that is six (6) months following the Closing Date.

(t)

Share Reserve. So long as any of the Notes or the Warrants remain outstanding, the Company shall at all times have no less than a number of authorized but unissued shares of Common Stock equal to the Required Reserve Amount (as defined in the Notes), which shall be reserved for issuance of shares of Common Stock for any issuances in connection with any conversion or exercise of the Notes and the Warrants, as applicable, pursuant to the terms thereof; provided that at no time shall the number of shares of Common Stock reserved pursuant to this Section 4(t) be reduced other than in connection with any stock combination, reverse stock split or other similar transaction. The amounts set forth in the definition of Required Reserve Amount (including, without limitation, each increase in the number of shares so reserved) shall be allocated pro rata among the holders of the Notes and the Warrants based on the number of shares of Common Stock issuable pursuant to the Notes or upon exercise of the Warrants held by each holder thereof on the date of issuance of the Notes and the Warrants (without regards to any limitations on exercise or conversion) (collectively, the “Authorized Share Allocation”). In the event that a holder shall sell or otherwise transfer any of such holder’s Notes or Warrants, each transferee shall be allocated a pro rata portion of such holder’s Authorized Share Allocation. Any shares of Common Stock reserved and allocated to any Person which ceases to hold any Notes or any Warrants shall be allocated to the remaining holders of the Notes and the Warrants, pro rata based on the number of shares of Common Stock issuable pursuant to the Notes or upon exercise of the Warrants then held by such holders thereof (without regard to any limitations on exercise or conversion). If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

(u)

Right to Participate. Beginning on the Closing Date and until the date on which the Notes no longer remain outstanding, the Company will not, directly or indirectly, conduct any financing or offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or any Subsidiaries’ debt, equity, equity-linked, equity equivalent securities or securities convertible into or exercisable for equity, including without limitation any preferred stock or other security (excluding arrangements for compensation of officers and directors and offerings of Common Stock issued pursuant to an Equity Line of Credit or through the ATM Sales Program (other than an issuance through the ATM Sales Agreement in which a single investor or group of related investors purchase in excess of ten (10) million dollars ($10,000,000.00) of Common Stock or in which the Common Stock is sold at a greater than five percent (5%) discount)) (any such offer, sale, grant, disposition, reprice or announcement of any financing being referred to as a “Subsequent Placement”), unless the Company shall have first complied with this Section 4(u).

(i)

The Company shall deliver to each Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”) of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall (A) include any draft offering documents in connection with such Offer, (B) identify and describe the Offered Securities, (C) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (D) identify the persons or entities (if known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged, and (D) offer to issue and sell to or exchange with such Buyers up to an aggregate of fifty percent (50%) of the Offered Securities allocated among such Buyers based on such Buyer’s pro rata portion of the aggregate principal amount of Notes purchased hereunder (the “Basic Amount”). The terms and conditions upon which any Offer of the Offered Securities pursuant to any Offer Notice shall be identical for each Buyer. For the avoidance of doubt, notwithstanding any other provision of the Transaction Agreements, each Buyer hereby acknowledges that any Offer Notice may constitute or contain material, non-public information, and each Buyer hereby consents to the receipt of any Offer Notice and any material, non-public information that may be included in an Offer Notice. If a Buyer notifies the Company that it does not consent to the receipt of any Offer Notices and any material, non-public information that may be included in an Offer Notice, then such Buyer shall be deemed to have waived its right to participate in any Subsequent Placements, and the Company shall be deemed to have complied with this Section 4(u).

(ii)

To accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the second (2nd) Trading Day (as defined in the Notes) after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion of such Buyer’s Basic Amount that such Buyer, or an affiliate of such Buyer that it designates, elects to purchase and, if such Buyer or its designee shall elect to purchase all of its Basic Amount, the amount, if any, of the other Buyers’ allocations that such Buyer is offering to purchase in the event that such other Buyers do not elect to purchase their full Basic Amounts (in either case, the “Notice of Acceptance” and such additional amounts such Buyer is offering to purchase in the event that such other Buyers do not elect to purchase their full Basic Amounts, the “Additional Offered Amounts”). Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms and conditions of the Offer prior to the expiration of the Offer Period, the Company may deliver to the Buyers a new Offer Notice and the Offer Period shall expire at the end of the second (2nd) Trading Day following such Buyer’s receipt of such new Offer Notice.

(iii)

The Company shall have two (2) Trading Days from the expiration of the Offer Period to offer, issue, sell or exchange all or any part of such Offered Securities as to which a Notice of Acceptance has not been given by the Buyers (the “Refused Securities”) pursuant to a definitive agreement (the “Subsequent Placement Agreement”), but only to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without limitation, prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to the Company than those set forth in the Offer Notice and to publicly announce (A) the execution of such Subsequent Placement Agreement and (B) either (i) the consummation of the transactions contemplated by such Subsequent Placement Agreement

or (ii) to the extent such termination constitutes material, non-public information, the termination of such Subsequent Placement Agreement, which shall be filed with the SEC on a Current Report on Form 8-K with such Subsequent Placement Agreement and any documents contemplated therein filed as exhibits thereto. To the extent that a Buyer together with its other Attribution Parties’ participation in a Subsequent Placement would collectively cause such Buyer and its other Attribution Parties to be beneficially own (as defined for purposes of Rule 13d-3 of the 1934 Act) in the aggregate in excess of 9.99% (the “Maximum Percentage”) of the shares of any voting class of the Company’s Common Stock immediately following the consummation of the Subsequent Placement, the Company shall offer a pre-funded warrant (or such other common stock equivalent), to the Buyer to purchase the applicable Offered Securities in excess of the Maximum Percentage (the “Equivalent Security”), which such Equivalent Security shall contain a provision as related to the beneficial ownership limitation of such Equivalent Security.

(iv)

In the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the terms specified in Section 4(u)(iii) above), then each Buyer may, at its sole option and in its sole discretion, reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount that shall be not less than the number or amount of the Offered Securities that such Buyer or its designee elected to purchase pursuant to Section 4(u)(ii) above multiplied by a fraction, (A) the numerator of which shall be the number or amount of Offered Securities the Company actually proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers or their designees pursuant to Section 4(u)(iii) above prior to such reduction, but giving effect to the Refused Securities that the Company has determined not to issue, sell or exchange) and (B) the denominator of which shall be the original amount of the Offered Securities. In the event that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities have again been offered to the Buyers in accordance with Section 4(u)(i) above.

(v)

Upon the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, the Buyers or their designees shall acquire from the Company, and the Company shall issue to the Buyers, the number or amount of Offered Securities specified in the Notices of Acceptance, as reduced pursuant to Section 4(u)(iv) above if the Buyers have so elected, upon the terms and conditions specified in the Offer. Notwithstanding anything to the contrary contained in this Agreement, if the Company does not consummate the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, within two (2) Business Days of the expiration of the Offer Period, the Company shall issue to the Buyers or their designees, the number or amount of Offered Securities specified in the Notice of Acceptance, as reduced pursuant to Section 4(u)(iv) above if the Buyers have so elected, upon the terms and conditions specified in the Offer. The purchase by the Buyers of any Offered Securities is subject in all cases to the preparation, execution and delivery by the Company and the Buyers of a purchase agreement relating to such Offered Securities reasonably satisfactory in form and substance to the Buyers and their respective counsel.

(vi)

Any Offered Securities not acquired by the Buyers or other persons in accordance with Section 4(u)(iii) above may not be issued, sold or exchanged until they are again offered to the Buyers under the procedures specified in this Section 4(u).

(vii)

The Company and the Buyers agree that if any Buyer elects to participate in the Offer, (A) neither the Subsequent Placement Agreement with respect to such Offer nor any other transaction documents related thereto shall include any term or provisions whereby any Buyer shall be required to agree to any restrictions in trading as to any securities of the Company owned by such Buyer prior to such Subsequent Placement or be required to consent to any amendment to or termination of, or grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any instrument received from the Company and (B) the Buyers or their designees shall be entitled to the same registration rights provided to other investors in the Subsequent Placement.

(viii)

Notwithstanding anything to the contrary in this Section 4(u) and unless otherwise agreed to by the Buyers, the Company shall either confirm in writing to the Buyers that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose its intention to issue the Offered Securities, in either case in such a manner such that such Buyer will not be in possession of any material, non-public information, by the second (2nd) Trading Day following the date of delivery of the Offer Notice. If by such second (2nd) Trading Day no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice regarding the abandonment of such transaction has been received by the Buyers, such transaction shall be deemed to have been abandoned and the Buyers shall not be deemed to be in possession of any material, nonpublic information with respect to the Company. Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide each Buyer with another Offer Notice and each Buyer will again have the right of participation set forth in this Section 4(u)(viii). The Company shall not be permitted to deliver to the Buyers, in any thirty (30) day period, more than one such Offer Notice, other than the Offer Notices contemplated by the last sentence of Section 4(u)(ii) of this Agreement.

(ix)

The restrictions contained in this Section 4(u) shall not apply in connection with any of the following: (A) restricted stock units, stock appreciation rights or restricted stock awards, Options or Convertible Securities issued under any Approved Stock Plan, (B) the issuance of Common Stock upon the exercise of Options or warrants, the settlement or vesting of restricted stock units, stock appreciation rights or restricted stock awards (including shares of Common Stock withheld by the Company for the purpose of paying on behalf of the holder thereof the exercise price of stock options or for paying taxes due as a result of such exercise or lapse of forfeiture restrictions), or the conversion of outstanding preferred stock or other outstanding Convertible Securities which are outstanding on the Closing Date or granted pursuant to an Approved Stock Plan after the Closing Date, (C) the issuance of Common Stock pursuant to an Equity Line of Credit or through the ATM Sales Program (other than an issuance through the ATM Sales Agreement in which a single investor or group of related investors purchase in excess of ten (10) million dollars ($10,000,000.00) of Common Stock or in which the Common Stock is sold at a greater than five percent (5%) discount) or (D) the issuance of Common Stock

in connection with any arm’s length bona fide strategic or commercial alliances, acquisitions, mergers, licensing arrangements, and strategic partnerships, provided, that (x) the primary purpose of such issuance is not to raise capital as reasonably determined by the Company, and (y) the purchaser or acquirer or recipient of the securities in such issuance is not an entity whose primary business is investing in securities and is solely comprised of either (I) the actual participants in such strategic or commercial alliance, strategic or commercial licensing arrangement or strategic or commercial partnership, (II) the actual owners of such assets or securities acquired in such acquisition or merger or (III) the stockholders, partners, employees, consultants, officers, directors or members of the foregoing Persons, in each case, which is, itself or through its subsidiaries, an operating company or an owner of an asset, in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, and (z) the number or amount of securities issued to such Persons by the Company shall not be disproportionate to each such Person’s actual participation in (or fair market value of the contribution to) such strategic or commercial alliance or strategic or commercial partnership or ownership of such assets or securities to be acquired by the Company; provided, that such issuance of Common Stock upon exercise of such Options or Convertible Securities is made pursuant to the terms of either: (I) such Approved Stock Plan or (II) such Options or Convertible Securities in effect on the Closing Date and, in the case of (II), such Options or Convertible Securities are not amended, modified or changed on or after the Closing Date to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities.

(v)

Not an Underwriter. Neither the Company nor any Subsidiary or affiliate thereof shall identify any Buyer as being an underwriter or potentially being an "underwriter" in any disclosure to, or filing with, the SEC, the NYSE or any other Eligible Market. No Buyer shall be required to agree or admit that it is, or may be, acting as an “underwriter” in connection with the transactions contemplated hereby or agree to be named as an underwriter or as potentially being an underwriter in any public disclosure or filing with the SEC, the NYSE or any other Eligible Market, nor shall any Buyer be required to make any representations to, or undertake any obligations to, the SEC in connection with any registration statement filed by the Company. Any Buyer being deemed an underwriter, or potentially to be an underwriter, by the SEC shall not relieve the Company of any obligations it has under this Agreement or any other Transaction Document. In the event the staff of the SEC issues a comment regarding the status of the Buyer as an underwriter, if the Buyer does not choose to waive this covenant, during the pendency of such comment, no Liquidated Damages under Section 4(bb) shall be payable hereunder arising from the Buyer’s decision to not waive this covenant only, and no default or breach hereof or thereof shall result if the initial Resale Registration Statement registering for resale all of the Registrable Securities is not declared effective by the SEC due only to such comment.

(w)

Establishment of ATM Sales Program or Equity Line of Credit. The Company shall (i) at all times have either an ATM Sales Agreement providing for an “at-the-market” offering within the meaning of Rule 415(a)(4) of the Securities Act pursuant to which the Company may issue and sell shares of Common Stock from time to time or an Equity Line of Credit in place; and (ii) ensure that at all times the ATM Program and Equity Line of Credit have available accessible aggregate capacity to generate gross proceeds to the Company of at least thirty million dollars ($30,000,000); provided that if at any time prior to July 1, 2026, the Company cannot satisfy the

requirements set forth in the foregoing clauses (i) and (ii), then the Company shall have forty-five (45) days to replace such ATM Sales Agreement or Equity Line of Credit, as applicable.

(x)

Legends. Certificates evidencing the Shares, the Warrants and the Warrant Shares shall not be required to contain any restrictive or other legends, unless (i) prior to the Effectiveness Date or (ii) on any other date on which a resale registration statement registering the resale of the Warrant Shares is not available and the Warrants are exercised for cash pursuant to the terms of the Warrants.

(y)

Registration Rights. The Company shall:

(i)

file the initial registration statement with the SEC immediately following the Closing (the “Filing Date”) to register the resale of the Note Shares (the “Registrable Securities”) on Form S-3 under the 1933 Act (providing for shelf registration of such Registrable Securities under SEC Rule 415) (each such registration statement on Form S-3, or any other appropriate form if the Company is not eligible to register the Registrable Securities for resale on Form S-3, and including any preliminary prospectus, final prospectus, exhibit or amendment included in or relating to such registration statement being the “Resale Registration Statement”);

(ii)

(i) request effectiveness of the initial Resale Registration Statement within forty-eight (48) hours of the filing thereof and (ii) use reasonable best efforts to cause the initial Resale Registration Statement to be declared effective as soon as practicable, and in any event, within twenty-one (21) days following the Closing Date (such date the Resale Registration Statement is declared effective by the SEC, the “Effectiveness Date”) and, as applicable, prepare and file with the SEC any financial statements or other information that is required to be filed prior to the effectiveness of such Resale Registration Statement;

(iii)

not less than two (2) Trading Days prior to the filing of each such Resale Registration Statement or any related prospectus or any amendment or supplement thereto, furnish via email to the Buyers copies of all such documents proposed to be filed, which documents (other than any document that is incorporated or deemed to be incorporated by reference therein) will be subject to the review of the Buyers. The Company shall reflect in each such document when so filed with the SEC such comments regarding the Buyers and the plan of distribution as the Buyers may reasonably and promptly propose no later than two (2) Trading Days after the Buyers has been so furnished with copies of such documents as aforesaid;

(iv)

promptly prepare and file with the SEC such amendments and supplements to each such Resale Registration Statement and the prospectus used in connection therewith as may be necessary to keep such Resale Registration Statement continuously effective and free from any material misstatement or omission to state a material fact therein until termination of such obligation as provided in Section 4(aa) below;

(v)

furnish to the Buyers such number of copies of prospectuses in conformity with the requirements of the 1933 Act and such other documents as the Buyers may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Registrable Securities by the Buyers;

(vi)

file such documents as may be required of the Company for normal securities law clearance for the resale of the Registrable Securities in such states of the United States as may be reasonably requested by the Buyers and use its commercially reasonable efforts to maintain such blue sky qualifications during the period the Company is required to maintain effectiveness of each such Resale Registration Statement; provided, however, that the Company shall not be required in connection with this Section 4(y)(vi) to qualify as a foreign corporation or execute a general consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented;

(vii)

upon notification by the SEC that a Resale Registration Statement will not be reviewed or is not subject to further review by the SEC, the Company shall within one (1) Trading Day following the date of such notification request acceleration of such Resale Registration Statement (with the requested date of effectiveness of the Resale Registration Statement to be not more than two (2) Trading Days later);

(viii)

upon notification by the SEC that a Resale Registration Statement has been declared effective by the SEC, the Company shall file the final prospectus under Rule 424 of the 1933 Act (“Rule 424”) within the applicable time period prescribed by Rule 424;

(ix)

advise the Buyers promptly (and in any event within two (2) Trading Days thereof):

(A)

of the effectiveness of a Resale Registration Statement or any post-effective amendments thereto;

(B)

of any request by the SEC for amendments to a Resale Registration Statement or amendments to the prospectus or for additional information relating thereto;

(C)

of the issuance by the SEC of any stop order suspending the effectiveness of a Resale Registration Statement under the 1933 Act or of the suspension by any state securities commission of the qualification of the Registrable Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes;

(D)

of the existence of any fact and the happening of any event that makes any statement of a material fact made in a Resale Registration Statement, the prospectus and amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in a Resale Registration Statement or the prospectus in order to make the statements therein not misleading;

(x)

cause all Registrable Securities to be listed on each securities exchange, if any, on which equity securities by the Company are then listed; and

(xi)

bear all expenses in connection with the procedures in paragraphs (i) through (xi) of this Section 4(y) and the registration of the Registrable Securities on each such Resale Registration Statement and the satisfaction of the blue sky laws of such states.

(z)

Registration Rights Indemnification.

(i)

The Company agrees to indemnify and hold harmless the Buyers and their respective affiliates, partners, members, officers, directors, agents, brokers and representatives, and each person, if any, who controls a Buyer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable law, from and against any losses, claims, damages or liabilities (collectively, “Losses”) to which they may become subject (under the 1933 Act or otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in a Resale Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or arise out of any failure by the Company to fulfill any undertaking included in a Resale Registration Statement and the Company will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extent that such Loss arises out of, or is based upon an untrue statement or omission or alleged untrue statement or omission made in a Resale Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Buyers specifically for use in preparation of a Resale Registration Statement.

(ii)

The Buyers agree to indemnify and hold harmless the Company and its officers, directors, affiliates, agents, brokers and representatives and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each a “Company Party” and collectively the “Company Parties”), to the fullest extent permitted by applicable law, from and against any Losses to which the Company Parties may become subject (under the 1933 Act or otherwise), insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in a Resale Registration Statement (or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in each case, on the effective date thereof), if, and only to the extent, such untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with written information furnished by or on behalf of the Buyers specifically for use in preparation of a Resale Registration Statement, and the Buyers will, as incurred, reimburse each Company Party for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that in no event shall any indemnity under this Section 4(z) be greater in amount than the dollar amount of the net proceeds received by the Buyers upon their sale of the Registrable Securities included in the Resale Registration Statement giving rise to such indemnification obligation.

(iii)

Promptly after receipt by any indemnified person of a notice of a claim or the beginning of any action in respect of which indemnity is to be sought against an indemnifying person pursuant to this Section 4(z), such indemnified person shall notify the indemnifying person in writing of such claim or of the commencement of such action, and, subject to the provisions hereinafter stated, in case any such action shall be brought against an indemnified person and such indemnifying person shall have been notified thereof, such indemnifying person shall be entitled

to participate therein, and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified person. After notice from the indemnifying person to such indemnified person of its election to assume the defense thereof, such indemnifying person shall not be liable to such indemnified person for any legal expenses subsequently incurred by such indemnified person in connection with the defense thereof; provided, however, that if there exists or shall exist a conflict of interest that would make it inappropriate in the reasonable judgment of the indemnified person for the same counsel to represent both the indemnified person and such indemnifying person or any affiliate or associate thereof, the indemnified person shall be entitled to retain its own counsel at the expense of such indemnifying person. The indemnifying party shall not settle an action without the consent of the indemnified party, which consent shall not be unreasonably withheld.

(iv)

If after proper notice of a claim or the commencement of any action against the indemnified party, the indemnifying party does not choose to participate, then the indemnified party shall assume the defense thereof and upon written notice by the indemnified party requesting advance payment of a stated amount for its reasonable defense costs and expenses, the indemnifying party shall advance payment for such reasonable defense costs and expenses (the “Advance Indemnification Payment”) to the indemnified party. In the event that the indemnified party’s actual defense costs and expenses exceed the amount of the Advance Indemnification Payment, then upon written request by the indemnified party, the indemnifying party shall reimburse the indemnified party for such difference; in the event that the Advance Indemnification Payment exceeds the indemnified party’s actual costs and expenses, the indemnified party shall promptly remit payment of such difference to the indemnifying party.

(v)

If the indemnification provided for in this Section 4(z) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other, as well as any other relevant equitable considerations; provided, that in no event shall any contribution by an indemnifying party hereunder be greater in amount than the dollar amount of the proceeds received by such indemnifying party upon the sale of such Registrable Securities.

(aa)

Termination of Registration Rights. The obligations of the Company pursuant to Section 4(y) hereof shall cease and terminate, with respect to any Registrable Securities, upon such time as such Registrable Securities have been resold in a transaction pursuant to which all restrictive legends were removed from such securities.

(bb)

Registration Rights Damages. If after the initial Resale Registration Statement registering for resale all of the Registrable Securities has been declared effective by the SEC, the Resale Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Resale Registration Statement, or the Buyers are otherwise not permitted to utilize such Resale Registration Statement therein to resell such Registrable Securities (any such failure or breach being referred to as an “Event”), then, in addition to any other rights the Buyers may have hereunder, pursuant to the Notes or under applicable law, (i) the Company shall pay to each Buyer on the first (1st) Business Day after the applicable Event initially

occurs (the “Event Payment Date”) an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of two percent (2.0%) multiplied by the aggregate principal amount of the Notes then outstanding, and (ii) additional liquidated damages (the “Liquidated Damages”) will automatically accrue on the principal amount of the Notes then outstanding at a rate per annum equal to twenty-four percent (24.0%), from, and including, the Event Payment Date, to, but excluding the date that the initial Resale Registration Statement or any other effective Resale Registration Statement is available for the resale of the Registrable Securities and all outstanding Liquidated Damages have been paid; provided, however, that Liquidated Damages with respect to any suspension or termination of a Resale Registration Statement following initial effectiveness shall be payable only through the fifth (5th) Business Day after the Liquidated Damages begin to accrue. Liquidated Damages calculated hereunder will be computed on the basis of a three-hundred sixty (360) day year comprised of twelve (12) thirty (30) day months and will be payable in arrears on the earlier of (i) each one (1) month anniversary following the Event Payment Date and (ii) the Maturity Date (as defined in the Notes).

(cc)

Lock-Up Agreements. The Company shall not amend, modify, waive or terminate any provision of any of the Lock-Up Agreements and shall enforce the provisions of each Lock-Up Agreement in accordance with its terms. If any party to a Lock-Up Agreement breaches any provision of a Lock-Up Agreement, the Company shall promptly use its best efforts to seek specific performance of the terms of thereof, as applicable. In addition, the Company shall not consent to any actions under the Lock-Up Agreement that would require the consent of the Company.

(a)

Register. The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to each holder of Securities), a register for the Securities in which the Company shall record the name and address of the Person in whose name the Securities have been issued (including the name and address of each transferee), the aggregate amount of the Notes and the Warrants held by such Person and the number of Underlying Shares issuable pursuant to the Notes and the Warrants held by such Person. The Company shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives. This provision shall be construed such that the Securities are at all times maintained in “registered form” within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code and any Treasury Regulations promulgated thereunder.

(b)

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent (as applicable) (the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable Transfer Agent Instructions”) to credit shares to each such Buyer’s (or its designee’s) account at DTC through its Deposit/Withdrawal At Custodian (“DWAC”) System, provided that the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program (“FAST”) and the shares are then eligible for transfer through the DWAC System, or, if the Transfer Agent is not participating in FAST or if the shares are not then eligible for transfer through the DWAC system, issue and dispatch by overnight courier to the address and/or account, as applicable, as specified in (i) the exercise notice of the Warrants or a Forced Exercise Notice (as defined in the Warrant) or (ii) the notice that the Company is electing to issue shares of Common Stock pursuant to the terms of the Notes or that the Buyers are electing to receive shares of Common Stock pursuant to the Notes, a certificate, registered in the name of such Buyer or its designee, for the applicable number of Underlying

Shares to which the Buyer is entitled, for the applicable Underlying Shares in such amounts as specified from time to time by the Company or the Buyers, as the case may be, pursuant to the terms of the Notes or the exercise of the Warrants, as applicable. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5(b), and stop transfer instructions to give effect to Section 2(g) hereof, will be given by the Company to the Transfer Agent with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the Company, as applicable, to the extent provided in this Agreement and the other Transaction Documents. If a Buyer effects a sale, assignment or transfer of the Shares, the Warrants or the Warrant Shares, the Company shall permit the transfer and shall promptly instruct the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. If a Buyer effects a sale, assignment or transfer of any Note Shares in accordance with Section 2(g), the Company shall permit the transfer and shall promptly instruct the Transfer Agent to issue one or more certificates or credit shares to the applicable balance accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment. In the event that such sale, assignment or transfer involves Private Placement Securities sold, assigned or transferred pursuant to an effective registration statement or in compliance with Rule 144, the Transfer Agent shall issue such Private Placement Securities to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d). The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required. Any fees (with respect to the Transfer Agent, counsel to the Company or otherwise) associated with the removal of any legends on any of the Securities shall be borne by the Company.

(c)

Reserved.

(d)

Private Placement Securities Legends. Each Buyer understands that the Notes have been issued (or will be issued in the case of the Note Shares) pursuant to an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth herein, the Private Placement Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend in substantially the following form (and a stop-transfer order may be placed against any transfer of such stock certificates in violation of the applicable legend):

Note Legend

NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

Note Shares Legend

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY), IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE TO BE SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

(e)

Removal of Legends. Certificates evidencing the Private Placement Securities shall not be required to contain the legend set forth in Section 5(d) or any other legend (i) following any sale of such Private Placement Securities pursuant to a registration statement covering the resale of such Private Placement Securities that is effective under the 1933 Act upon delivery to the transfer agent of related certifications, (ii) following any sale of such Private Placement Securities pursuant to Rule 144 (assuming the transferor is not an affiliate of the Company), provided that a Buyer furnishes the Company with a certification if and as may reasonably be requested by the Company stating that such Buyer has held the Private Placement Securities for six (6) months (or otherwise complied with the applicable holding period in accordance with Section 3(a)(9) of the 1933 Act) and is not an affiliate of the Company, which such certification shall not include an opinion of Buyer’s counsel, (iii) if such Private Placement Securities are eligible to be sold, assigned or transferred under Rule 144 free of the current public information reporting requirement contained in Rule 144(c)(1), (iv) in connection with a sale, assignment or other transfer (other than under Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer in a generally acceptable form, to the effect that such sale, assignment or transfer of the Private Placement Securities may be made without registration under the applicable provisions of the 1933 Act, or (v) if a legend is not required under the applicable requirements of the 1933 Act (including without limitation, controlling judicial interpretations and pronouncements issued by the SEC). If a legend is not required pursuant to the foregoing, the Company shall no later than one (1) Business Day following the delivery by a Buyer to the Company or the Transfer Agent (with notice to the Company) of a legended certificate representing such Private Placement Securities (endorsed or with stock powers attached, signatures guaranteed, and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries from such Buyer as may be reasonably required above in this Section 5(e) (such date, the “Legend Removal Date”), as directed by such Buyer, either: (A) in the case of Common Stock, provided that the Transfer Agent is participating in FAST, credit the applicable number of shares of

Common Stock to which such Buyer shall be entitled to such Buyer’s or its designee’s balance account with DTC through its DWAC system or (B) if the Transfer Agent is not participating in FAST, issue and deliver (via reputable overnight courier) to such Buyer, a certificate representing such Securities that is free from all restrictive and other legends, registered in the name of such Buyer or its designee. The Company shall be responsible for any transfer agent fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Private Placement Securities in accordance herewith and the Buyer shall not be required to deliver or cause to be delivered a legal opinion in connection with a sale of such Private Placement Securities pursuant to Rule 144.

(f)

If the Company or the Transfer Agent fails to deliver shares to a Buyer or an applicable assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 2(f) or Section 5(e), then in addition to such Buyer’s other available remedies hereunder, the Company shall pay to such Buyer, in cash, (1) as partial liquidated damages and not as a penalty, for each $1,000 of Underlying Shares (based on the Daily VWAP (as defined in the Warrants) on the date that the Buyer delivered notice of its entitlement to such shares of Common Stock on the date such Buyer delivers notice or a legended certificate, as applicable, to the Company or the Transfer Agent) for which the Company or the Transfer Agent fails to deliver shares without any restrictive legend an amount equal to $10 per Trading Day through the fifth (5th) Trading Day after the Legend Removal Date until such undelivered shares are delivered without a legend; and (2) if the Company is obligated to remove the restrictive legends pursuant to Section 5(d) but fails to (a) issue and deliver (or cause to be delivered) shares to a Buyer by the Legend Removal Date that are free from all restrictive and other legends and (b) if after the Legend Removal Date a Buyer purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in settlement of a sale by the Buyer of all or any portion of the number of shares of Common Stock, or a sale of a number of shares of Common Stock equal to all or any portion of the number of shares of Common Stock, that the Buyer anticipated receiving from the Company without any restrictive legend, then an amount equal to the excess of the Buyer’s aggregate purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Common Stock so purchased (including brokerage commissions and other out-of-pocket expenses, if any) over the product of (A) such number of shares of Common Stock that the Company was required to deliver to the Buyer by the Legend Removal Date multiplied by (B) the price at which the sell order giving rise to such purchase obligation was executed. For avoidance of doubt, this Section 5(f) shall not be duplicative with any provisions in the Notes addressing any failure to deliver shares without restrictive legends.

(g)

FAST Compliance. While the Notes or the Warrants remain outstanding, the Company shall maintain a stock transfer agent that participates in FAST.

CONDITIONS TO THE COMPANY’S OBLIGATION TO SELL the SECURITIES.

(a)

The obligation of the Company hereunder to issue and sell the Securities to each Buyer at the Closing, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:

(i)

Such Buyer shall have executed each of the other Transaction Documents to which it is a party and delivered the same to the Company.

(ii)

Such Buyer and each other Buyer shall have delivered to the Company the purchase price for the Securities at the Closing by wire transfer of immediately available funds in accordance with a Flow of Funds Letter with respect to the Securities to be purchased at such Closing.

(iii)

The representations and warranties of such Buyer 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 date of each such Closing 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 Buyer 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 Buyer at or prior to the date of such Closing.

CONDITIONS TO EACH BUYER’S OBLIGATION TO PURCHASE the SECURITIes.

(a)

The obligation of each Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:

(i)

The Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents to which it is a party and the Company shall have duly executed and delivered to such Buyer the Securities set forth across from such Buyer’s name on the Schedule of Buyers at the Closing pursuant to this Agreement.

(ii)

Such Buyer shall have received the opinion of Cleary Gottlieb Steen & Hamilton LLP, the Company’s counsel, dated as of the Closing Date, in the form attached hereto as Exhibit D.

(iii)

Such Buyer shall have received the opinion of Gibson Dunn & Crutcher LLP, counsel to Park Lane Investments LLC, dated as of the Closing Date, in the form attached hereto as Exhibit E

(iv)

Such Buyer shall have received the opinion of Morris, Nichols, Arsht & Tunnell LLP, the Company’s Delaware counsel, dated as of the Closing Date, in the form attached hereto as Exhibit F.

(v)

The Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, dated as of the Closing Date, in the form acceptable to such Buyer, which instructions shall have been delivered to and acknowledged in writing by the Transfer Agent.

(vi)

The Company shall have delivered to such Buyer 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.

(vii)

The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation of the Company as certified by the Delaware Secretary of State within ten (10) days of the Closing Date.

(viii)

The Company shall have delivered to such Buyer a certificate, in the form attached hereto as Exhibit G, executed by the Secretary of the Company and dated as of the Closing Date, as to (A) the resolutions consistent with Section 3(d) as adopted by the Company’s Board of Directors or a duly authorized committee thereof in a form reasonably acceptable to such Buyer, (B) the Certificate of Incorporation of the Company and (C) the Bylaws of the Company, each as in effect at the Closing Date.

(ix)

Each and every representation and warranty of the Company 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, including, without limitation, the conditions set forth in this Section 7. Such Buyer shall have received a certificate, duly executed by the Chief Executive Officer or 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 such Buyer in the form acceptable to such Buyer.

(x)

The Company shall have delivered to such Buyer a letter from the Transfer Agent certifying the number of shares of Common Stock outstanding on the Closing Date immediately prior to the Closing.

(xi)

The Common Stock (A) shall be designated for quotation or listed (as applicable) on the NYSE and (B) 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 (i) in writing by the SEC or the NYSE or (ii) by falling below the minimum maintenance requirements of the NYSE.

(xii)

The Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale of the Securities, including, without limitation, the NYSE having raised no objection to any of the transactions contemplated by the Transaction Documents, if any.

(xiii)

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 Transaction Documents.

(xiv)

Since the date of execution of this Agreement, no event or series of events shall have occurred that would have or result in a Material Adverse Effect.

(xv)

The Company shall have submitted a Supplemental Listing Application (“SLAP”) to the NYSE relating to the issuance of the Securities as contemplated hereby, the NYSE shall have provided the written approval of such SLAP and the Company shall have otherwise not received any notice objecting to the listing of the Shares and the Underlying Shares from the NYSE.

(xvi)

Such Buyer shall have received a letter on the letterhead of the Company, duly executed by the Chief Executive Officer or Chief Financial Officer of the Company, setting forth the wire amounts of each Buyer and the wire transfer instructions of the Company (a “Flow of Funds Letter”) with respect to the Securities.

(xvii)

The Company shall have delivered to such Buyer the results of a recent lien, bankruptcy and judgment search in each relevant jurisdiction with respect to the Company and its Subsidiaries and such search shall reveal no Liens on any of the Collateral (as such term is defined in the Security Agreements) or other assets of the Company and its Subsidiaries except, in the case of assets other than Collateral, for Permitted Liens and except for Liens to be discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Buyer.

(xviii)

The Company shall have delivered to Buyer 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 H.

(xix)

The Company shall (i) at the time of Closing, have either ATM Sales Agreement providing for an “at-the-market” offering within the meaning of Rule 415(a)(4) of the 1933 Act pursuant to which the Company may issue and sell shares of Common Stock from time to time or an Equity Line of Credit in place and (ii) ensure that at all times the ATM Program and Equity Line of Credit have available accessible aggregate capacity to generate gross proceeds to the Company of at least thirty million dollars ($30,000,000).

(xx)

All costs, fees, expenses (including, without limitation, legal fees and expenses) contemplated hereby to be payable to the Buyers shall have been paid to the extent due and, in the case of expenses of the Buyers that are reimbursable in accordance herewith.

(xxi)

The Company and its Subsidiaries shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated by the Transaction Documents as such Buyer or its counsel may reasonably request.

(xxii)

Liam Fayed (including his affiliates and/or related entities) and/or Park Lane Investments LLC (including its affiliates and/or related entities) has consummated a

concurrent investment of ten million dollars ($10,000,000) into equity securities of the Company on terms, to the extent applicable, substantially identical terms to the Buyers (other than as regards registration of the equity securities and rights to participation).

(xxiii)

The Company shall have delivered a duly executed Lock-Up Agreements, in the form of Exhibit I attached hereto from each officer and director of the Company (collectively, the “Lock-Up Agreements” and each, a “Lock-Up Agreement”).

(xxiv)

After giving pro forma effect to Closing, the Company and each Subsidiary shall be in compliance with all covenants, no Default (as defined in the Notes) shall occur or be continuing and no Event of Default (as defined in the Notes) shall occur, in each case, pursuant to the applicable Transaction Documents.

(xxv)

Any and all liens held by Park Lane Investments LLC shall be subordinated to any lien held by each Buyer, such that any and all liens of each Buyer shall take priority over those of Park Lane Investments LLC.

(xxvi)

The payoff letter by and between the Company and CCP Agency, LLC, as agent (the “Payoff Letter”), shall have been duly executed and delivered, the Payoff Amount (as defined in the Payoff Letter) shall, substantially simultaneously with the Closing, be paid in full in accordance with the terms thereof, and upon such payment, all obligations, liabilities and indebtedness of the Company arising under or in connection with that certain Credit Agreement, dated as of November 14, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof), by and among the Company, the lenders from time to time party thereto (as defined in the Payoff Letter), and CCP Agency, LLC, as agent, shall be fully satisfied, discharged, released and terminated.

(xxvii)

The Company shall have obtained waivers from each of the parties identified in sections (C)(1), (C)(3), (C)(4), and (C)(5) of Schedule 3(t)(iii) with respect to any violation of any outstanding registration rights that such parties may hold with respect to shares of Common Stock of the Company resulting from a failure to register such shares prior to or during the Restricted Period.

(xxviii)

The Company shall have duly executed and delivered that certain First Amendment to the Reimbursement Agreement, dated as of November 14, 2024, by and among the Company, the other obligors party thereto, and Park Lane Investments LLC in the form attached hereto as Exhibit J.

TERMINATION.

In the event that the Closing shall not have occurred with respect to a Buyer within five (5) Business Days of the date hereof, then such Buyer shall have the right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have been consummated by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale and purchase of the

Securities shall be applicable only to such Buyer providing such written notice; provided further that no such termination shall affect any obligation of the Company under this Agreement to reimburse such Buyer for the expenses described in Section 4(g) above. Nothing contained in this Section 8 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 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 Transaction Documents.

MISCELLANEOUS.

(a)

Governing Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this Agreement 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 Buyer 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, 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 Agreement 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 Buyer from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or to enforce a judgment or other court ruling in favor of such Buyer. 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 AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

(b)

Counterparts; Electronic Signatures. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof. A party’s electronic signature (complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) of this Agreement shall have the same validity and effect as a signature affixed by the party’s hand.

(c)

Headings; Gender; Interpretation. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Schedules and Exhibits mean the Articles and Sections of, and Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.

(d)

Severability; Maximum Payment Amounts. If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect the validity of the remaining provisions of this Agreement so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s). Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication that the following is required or applicable), it is the intention of the parties that in no event shall amounts and value paid by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction Documents (including without limitation, any amounts that would be characterized as “interest” under applicable law) exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary, by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction Documents or related thereto are held to be within the meaning of “interest” or another applicable term to otherwise be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.

(e)

Entire Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company, its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation, any transactions by any Buyer with respect to Common Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Buyer in the Company or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders, and any amendment to any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities, as applicable; provided that no such amendment shall be effective to the extent that it (A) applies to less than all of the holders of the Securities then outstanding or (B) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section 9(e) shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent that it (1) applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No consideration (other than reimbursement of legal fees) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents and all holders of the Securities. From the date hereof and while any Securities are outstanding, the Company shall not be permitted to receive any consideration from a Buyer or a holder of the Securities that is not otherwise contemplated by the Transaction Documents in order to, directly or indirectly, induce the Company or any Subsidiary (i) to treat such Buyer or holder of the Securities in a manner that is more favorable than to other similarly situated Buyers or holders of the Securities, or (ii) to treat any Buyer(s) or holder(s) of the Securities in a manner that is less favorable than the Buyer or holder of the Securities that is paying such consideration; provided, however, that the determination of whether a Buyer has been treated more or less favorably than another Buyer shall disregard any securities of the Company purchased or sold by any Buyer. The Company has not, directly or indirectly, made any agreements with any

Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that (x) no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document and (y) nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document. “Required Holders” means (I) prior to the Closing Date, each Buyer entitled to purchase the Securities at the Closing, and (II) on or after the Closing Date, holders of a majority of the Shares and the Underlying Shares in the aggregate as of such time issued or issuable hereunder or pursuant to the Notes or the Warrants, as applicable; provided that such majority must include [ ], so long as [ ] or any of its affiliates hold any Notes or Warrants.

(f)

Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by electronic mail (provided that such sent e-mail is kept on file (whether electronically or otherwise) by the sending party and the sending party does not receive an automatically generated message from the recipient’s e-mail server that such e-mail could not be delivered to such recipient); or (iii) one Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses and e-mail addresses for such communications shall be:

If to the Company:

[ ]
Telephone: [ ]
Attention: [ ]
E-Mail: [ ]

With a copy (for informational purposes only) to:

[ ]

Attention: [ ]
E-mail: [ ]

If to the Transfer Agent:

[ ]

E-mail: [ ]

If to a Buyer, to (i) its e-mail address set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the Schedule of Buyers and (ii) to [ ].

with a copy (for informational purposes only) to:

[ ]

Attention: [ ]
E-mail: [ ]

or to such other address, e-mail address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) electronically generated by the sender’s e-mail or (C) provided by an overnight courier service shall be rebuttable evidence of personal service, receipt by e-mail or receipt from an overnight courier service in accordance with clause (i), (ii) or (iii) above, respectively.

(g)

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, including any purchasers of any of the Securities. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Required Holders, including, without limitation, by way of a Fundamental Change or a Fundamental Transaction (unless the Company is in compliance with the applicable provisions governing Fundamental Changes set forth in the Notes). A Buyer may assign some or all of its rights hereunder in connection with any transfer of any of its Securities without the consent of the Company, provided such assignee agrees in writing to be bound by the provisions hereof that apply to Buyers in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned rights.

(h)

No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in Sections 4(bb) and 9(k).

(i)

Survival. The representations, warranties, agreements and covenants set forth in this Agreement shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.

(j)

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

(k)

Indemnification.

(i)

In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and

hold harmless each Buyer and each holder of any Securities and all of their stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this 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, or relating to (i) any misrepresentation or breach of any representation or warranty made by the Company or any Subsidiary in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of the Company or any Subsidiary contained in any of the Transaction Documents or (iii) 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 any Subsidiary) or which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement of any of the Transaction Documents (including, without limitation, any hedging or similar activities in connection therewith), or (B) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated by the Transaction Documents or as a party to this 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 Buyer 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 Buyer herein. 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.

(ii)

Promptly after receipt by an Indemnitee under this Section 9(k) 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 under this Section 9(k), 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: (i) the indemnifying party has agreed in writing to pay such fees and expenses; (ii) 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 (iii) 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 under this Section 9(k), except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action. The indemnification required by this Section 9(k) 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 (i) any cause of action or similar right of the Indemnitees against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject to pursuant to the law.

(l)

Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability of, and/or securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect short sales or similar transactions in the future.

(m)

Remedies. Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Securities, shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at any time under any other agreement or contract and all of the rights which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by

law. Furthermore, the Company recognizes that in the event that it or any Subsidiary fails to perform, observe, or discharge any or all of its or such Subsidiary’s (as the case may be) obligations under the Transaction Documents, any remedy at law would be inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without posting a bond or other security. The remedies provided in this Agreement and the other Transaction Documents shall be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief).

(n)

Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided or if no period is prescribed, within a reasonable period of time, then such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

(o)

Payment Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other Transaction Documents are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation.

(p)

Judgment Currency.

(i)

If for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter in this Section 9(p) referred to as the “Judgment Currency”) an amount due in U.S. Dollars under this Agreement, the conversion shall be made at the Exchange Rate prevailing on the Business Day immediately preceding:

(A)

the date actual payment of the amount due, in the case of any proceeding in the Court of Chancery of the State of Delaware or in the courts of any other jurisdiction that will give effect to such conversion being made on such date; or

(B)

the date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as of which such conversion is made pursuant to this Section 9(p)(i)(B) being hereinafter referred to as the “Judgment Conversion Date”).

(ii)

If in the case of any proceeding in the court of any jurisdiction referred to in Section 9(p)(i)(B), there is a change in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the Exchange Rate prevailing on the date of payment, will produce the amount of U.S. Dollars which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion Date.

(iii)

Any amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained for any other amounts due under or in respect of this Agreement or any other Transaction Document.

(q)

Independent Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer, and was done solely for the convenience of the Company and its Subsidiaries and not because it was required or

requested to do so by any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction Document is between the Company, each Subsidiary and a Buyer, solely, and not between the Company, its Subsidiaries and the Buyers collectively and not between and among the Buyers.

(r)

Performance Date. If the date by which any obligation under any of the Transaction Documents must be performed occurs on a day other than a Business Day, then the date by which such performance is required shall be the next Business Day following such date.

(s)

Enforcement Fees. The Company agrees to pay all costs and expenses of the Buyers incurred as a result of enforcement of the Transaction Documents and the collection of any amounts owed to the Buyers hereunder (whether in cash, equity or otherwise), including, without limitation, reasonable and documented attorneys’ fees and expenses.

(t)

Collateral Agent.

(i)

Appointment; Authorization. The Buyers, together with any successors or assigns thereof, hereby irrevocably appoint, designate and authorize [ ] as collateral agent to take such action on their behalf under the provisions of the Notes, each Security Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of each Security Document, together with such powers as are reasonably incidental thereto. The provisions of this Section 9(t) are solely for the benefit of the Collateral Agent, and the Company shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Security Document (or any other similar term) with reference to the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties. Notwithstanding any provision to the contrary contained elsewhere in the Notes, any Security Document or any other agreement, instrument or document related hereto or thereto, the Collateral Agent shall not have any duty or responsibility except those expressly set forth herein, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Notes, any Security Document or any other agreement, instrument or document related hereto or thereto or otherwise exist against the Collateral Agent.

(ii)

Delegation of Duties. The Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any Security Document by or through any one or more sub-agents appointed by the Collateral Agent. The Collateral Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through its Affiliates (as defined in the Notes), partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives, or the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of any of its Affiliates (collectively, the “Related Parties”). The exculpatory provisions of this Section 9(t) shall apply to any such sub-agent and to the Related Parties of the Collateral Agent and any such sub-agent. The Collateral Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Collateral Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

(iii)

Exculpatory Provisions.

(A)

The Collateral Agent shall not have any duties or obligations except those expressly set forth in the Security Documents, and its duties shall be administrative in nature. Without limiting the generality of the foregoing, the Collateral Agent: (i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default (as defined in the Notes) has occurred and is continuing or an Event of Default (as defined in the Notes) has occurred; (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers; and (iii) shall not, except as expressly set forth in the Security Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Company or any of its Affiliates that is communicated to or obtained by the Collateral Agent or any of its Affiliates in any capacity.

(B)

The Collateral Agent shall not be liable for any action taken or not taken by it in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Collateral Agent in writing by the Company.

(C)

The Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (a) any statement, warranty or representation made in or in connection with the Notes, any Security Document, any other Transaction Document or any other agreement, instrument or document related hereto or thereto, (b) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (c) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (d) the validity, enforceability, effectiveness or genuineness of the Notes, any Security Document, any other Transaction Documents or any other agreement, instrument or document related to the Notes, the Security Documents or any other Transaction Document, or (e) any failure of the Company or any other party to the Notes, any Security Agreement, any Transaction Document or any other agreement, instrument or document related to the Notes, the Security Documents or the Transaction Documents to perform its obligations thereunder. The Collateral Agent shall not be under any obligation to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, the Notes, any Security Document, any other Transaction Document or any other agreement, instrument or document related to the Notes, the Security Documents or the other Transaction Documents, or to inspect the properties, books or records of the Company or any Affiliate of the Company.

(iv)

Reliance by Collateral Agent. The Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. The Collateral Agent may consult with legal counsel, independent accountants and other experts selected by it, and shall not

be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

(v)

Successor Agent. The Collateral Agent may resign as the Collateral Agent at any time upon ten (10) days’ prior notice to the Buyers and the Company. If the Collateral Agent resigns under the Notes, the Required Holders shall appoint a successor agent. If no successor agent is appointed prior to the effective date of the resignation of the Collateral Agent, the Collateral Agent may appoint a successor Collateral Agent on behalf of the Buyers after consulting with the Buyers. Upon the acceptance of its appointment as successor agent hereunder, such successor agent shall succeed to all the rights, powers and duties of the retiring Collateral Agent and the term “the Collateral Agent” shall mean such successor agent, and the retiring Collateral Agent’s appointment, powers and duties as the Collateral Agent shall be terminated. After the Collateral Agent’s resignation hereunder as the Collateral Agent, the provisions of this Section 9(t) shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Collateral Agent. If no successor agent has accepted appointment as the Collateral Agent by the date which is thirty (30) days following a retiring Collateral Agent’s notice of resignation, a retiring Collateral Agent’s resignation shall nevertheless thereupon become effective and the Buyers, shall perform all of the duties of the Collateral Agent hereunder until such time as Required Holders shall appoint a successor agent as provided for above.

(vi)

Non-Reliance on the Collateral Agent. The Buyers acknowledge that they have, independently and without reliance upon the Collateral Agent or any of its Related Parties and based on such documents and information as they have deemed appropriate, made their own credit analysis and decision to enter invest in the Note. The Buyers also acknowledges that they will, independently and without reliance upon the Collateral Agent or any of its Related Parties and based on such documents and information as they shall from time to time deem appropriate, continue to make their own decisions in taking or not taking action under or based upon the Notes, any Security Document or any related agreement or any document furnished hereunder or thereunder.

(vii)

Collateral Matters. The Buyers irrevocably authorize the Collateral Agent to release any Lien (as defined in the Notes) granted to or held by the Collateral Agent under any Security Document (i) when all Obligations (as defined in the Security Agreement) have been paid in full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted under the Notes and each other agreement, instrument or document related thereto (it being agreed and understood that the Collateral Agent may conclusively rely without further inquiry on a certificate of an officer of the Company as to the sale or other disposition of property being made in compliance with the Notes and each other agreement, instrument or document related thereto); or (iii) if approved, authorized or ratified in writing by the Buyers. The Collateral Agent shall have the right, in accordance with the Security Documents to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and the Collateral Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may credit bid and setoff the amount of such price against the Obligations (as defined in the Security Agreement).

(viii)

Reimbursement by Buyers. To the extent that the Company for any reason fails to indefeasibly pay any amount required under Sections 4(g) or 9(k) to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of the Collateral Agent (or

any sub-agent thereof), the Buyers hereby agree, jointly and severally, to pay to the Collateral Agent (or any such sub-agent) or such Related Party of the Collateral Agent (or any sub-agent thereof), as the case may be, such unpaid amount.

(ix)

Marshaling; Payments Set Aside. Neither the Collateral Agent nor the Buyers shall be under any obligation to marshal any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations (as defined in the Security Agreement). To the extent that the Company makes a payment or payments to the Collateral Agent, or the Collateral Agent enforces its Liens or exercises its rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Collateral Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (i) to the extent of such recovery, the obligation under the Notes intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred and (ii) the Buyers agree to pay to the Collateral Agent upon demand its share of the total amount so recovered from or repaid by the Collateral Agent to the extent paid to the Buyers.

[Signature Pages Follow]

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

COMPANY:

SURF AIR MOBILITY INC.

By:

Name:

Title:

[Signature Page to Securities Purchase Agreement]

IN WITNESS WHEREOF, each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first written above.

BUYER:

By:

Name:

Title:

[Signature Page to Securities Purchase Agreement]

Exhibit 10.2

FORM OF WARRANT

WARRANT TO PURCHASE SHARES OF COMMON STOCK

SURF AIR MOBILITY INC.


Warrant Shares: [ ]	Original Issuance Date: [ ], 2025

THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, HT Investments MA LLC, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the Original Issuance Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Surf Air Mobility Inc., a Delaware corporation (the “Company”), up to [ ] shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of [ ], 2025, among the Company, the Holder and the other Buyers party thereto.

2. Exercise.

(a) Exercise of Warrant. Subject to Section 2(c), exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within one (1) Trading Day following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise on the Trading Day of receipt of such notice if received before 4:30 PM (Eastern Time) or the following Trading Day if received thereafter. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b) Exercise Price. The exercise price per share of Common Stock under this Warrant, shall be $3.32 per share, subject to adjustment hereunder (the “Exercise Price”).

(c) Cashless Exercise. Notwithstanding anything to the contrary set forth herein, if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the Warrant Shares to the Holder or the resale of Warrant Shares by the Holder, then this Warrant may be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

= as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (x) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (y) the highest Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) within two (2) hours of the time of the Holder’s delivery of the Notice of Exercise pursuant to Section 2(a) hereof if such Notice of Exercise is delivered during “regular trading hours,” or within two (2) hours after the close of “regular trading hours” on a Trading Day or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is delivered pursuant to Section 2(a) hereof after two (2) hours following the close of “regular trading hours” on such Trading Day;

(B)

= the Exercise Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), the Warrant Shares shall take on the registered characteristics of the Warrants being exercised. The Company agrees not to take any position contrary to this Section 2(c).

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market and if the Common Stock is listed or quoted for trading on the OTC Market Group’s OTCQB exchange (“OTCQB”) or OTCQX exchange (“OTCQX”) (or any successors to either of the foregoing) , the VWAP of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of the Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“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.

“Closing Sale Price” means, for any security as of any date, the last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price then the last trade price, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last trade price of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no last trade price is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the OTC Link or on the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination, reclassification or other similar transaction during the applicable calculation period.

“Convertible Note” means that certain Senior Secured Convertible Note, dated as of [ ], 2025, by and between Surf Air Mobility Inc. and High Trail Special Situations LLC, as amended, restated, supplemented or otherwise modified from time to time.

“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: (A) the shares issuable pursuant to this Warrant are Freely Tradable; (B) the Holder is not in possession of any material non-public information; (C) the issuance of such shares will not be limited by Section 2(d)(viii), provided that if the only condition preventing a Forced Exercise is this clause (C), then the Company may effect a Forced Exercise up to the limit set forth in Section 2(d)(viii); (D) such shares will satisfy Section 5(e); (E) no pending, proposed or intended Fundamental Transaction has occurred that has not been abandoned, terminated or consummated; (F) 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; (G) the daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the New York Stock Exchange is not less than five million dollars ($5,000,000), provided, however, this clause (G) shall be deemed to be satisfied if such condition is met for at least eighteen (18) out of the twenty (20) previous Trading Days; and (H) no Event of Default (as defined in the Convertible Note) will have occurred that has not been waived and no Default (as defined in the Convertible Note) will have occurred and be continuing which has not been waived.

“Forced Conversion Notice” means a “Company Conversion Notice” as defined in the Convertible Note.

“Forced Exercise Trigger” means the Closing Sale Price exceeds one hundred fifty percent (150%) of the Exercise Price on the date hereof (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, but excluding any adjustments pursuant to the provisions of Section 3(g) of this Warrant) on each of twenty (20) consecutive Trading Days beginning after the Original Issuance Date and ending on the date upon which the Forced Exercise Notice is delivered to the Holder.

“Freely Tradable” means, with respect to any shares of Common Stock issued or issuable pursuant to this Warrant, that such shares are (or when issued, will be) issued by the Company (i) pursuant to an effective registration statement not subject to any “stop order” by the Commission (as defined below) or (ii) pursuant to Section 3(a)(9) of the Securities Act, and, in each case, issued without any restrictive legend or stop‑transfer instructions on transfer.

“Principal Market” means The New York Stock Exchange.

“Trading Market” means any of the following markets or exchanges on which the shares of Common Stock are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Stock Market LLC, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if the Common Stock is not then listed or quoted on a Trading Market and if the Common Stock is listed or quoted for trading on OTCQB or OTCQX (or any successors to either of the foregoing), the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

(d) Mechanics of Exercise

(i) Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and the Warrant Shares are Freely Tradable, and otherwise by physical delivery of the Warrant Shares, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by one (1) Trading Day after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon the date of delivery of the Notice of Exercise (the “Exercise Date”, the Holder shall be deemed for all corporate

purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within one (1) Trading Day following delivery of the Notice of Exercise; and provided further, that the Holder shall be deemed to have waived any voting rights of any such Warrant Shares that may arise during the period commencing on such Exercise Date, through, and including, such applicable Warrant Share Delivery Date, as necessary, such that the aggregate voting rights of any Common Stock (including such Warrant Shares) beneficially owned by the Holder and/or any Attribution Parties, collectively, shall not exceed the Beneficial Ownership Limitation (as defined below) as a result of any such exercise of this Warrant. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $10 per Trading Day (increasing to $20 per Trading Day on the third Trading Day after the Warrant Share Delivery Date) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a registrar (which may be the Company’s transfer agent (the “Transfer Agent”)) that is a participant in the Fast Automated Securities Transfer Program (“FAST”) so long as this Warrant remains outstanding and exercisable.

(ii) Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

(iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(iv) Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due to any action by the Holder with respect to such delivery of Warrant Shares), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of

Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases shares of Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Warrants with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a 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 upon exercise of the Warrant as required pursuant to the terms hereof.

(v) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either (x) pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or (y) round up to the next whole share of Common Stock.

(vi) Charges, Taxes and Expenses. The issuance and delivery of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

(viii) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with (i) the Holder’s Affiliates, (ii) any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates, and (iii) any other Persons whose beneficial ownership of the shares of Common Stock would or could be aggregated with the Holder’s for the purposes of Section 13(d) (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Warrant Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Warrant Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the

Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (collectively “Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(d)(viii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d)(viii) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 2(d)(viii), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock outstanding at the close of business on the prior Business Day. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the Warrant Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d)(viii), provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of Warrant Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(d)(viii) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d)(viii) to correct this paragraph (or any portion

hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. If the Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder.

(e) Forced Exercise. If the Forced Exercise Trigger occurs, then the Company may, at its sole discretion, deliver written notice to the Holder (a “Forced Exercise Notice”) requiring the Holder to exercise all or any portion of this Warrant (a “Forced Exercise”) (i) for cash, if at the time the Forced Exercise Notice is delivered there is an effective registration statement registering, and the prospectus contained therein is available for, the issuance or resale of the Warrant Shares, or (ii) otherwise, by cashless exercise pursuant to Section 2(c), and certifying that the Equity Conditions have been satisfied on the date the Forced Exercise Notice was delivered to the Holder; provided that (x) no Forced Exercise will be effected unless the Equity Conditions are satisfied on each Trading Day from the date of the Forced Exercise Notice until the corresponding Warrant Shares are delivered by the Company, (y) if the Company receives a Notice of Exercise prior to the date the Company delivers a Forced Exercise Notice and any Warrant Shares due thereunder remain undelivered by the Company, the Forced Exercise may not occur until after such Warrant Shares are delivered to the Holder and (z) the number of Warrant Shares subject to any Forced Exercise shall be reduced, on a share-for-share basis, by the number of Warrant Shares that the Holder exercised pursuant to any voluntary Notices of Exercise delivered prior to the Forced Exercise Date. The Forced Exercise shall be effective as of the date the Forced Exercise Notice is delivered to the Holder (the “Forced Exercise Date”), and the Company shall deliver the applicable Warrant Shares as if the Holder had delivered a Notice of Exercise on the Forced Exercise Date using the applicable settlement method. The Company may not deliver more than one notice, whether a Forced Exercise Notice with respect to this Warrant or a Forced Conversion Notice with respect to the Convertible Note, in any rolling ten (10) Trading Day period.

3. Certain Adjustments.

(a) Share Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a share dividend or otherwise makes a distribution or distributions on shares of Common Stock or any other equity or Common Stock Equivalents payable in shares of Common Stock (which, for avoidance of doubt, shall not include any Warrant Shares issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant remains unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, that, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation). To the extent that this Warrant has not been partially or completely exercised at the time of such Distribution, such portion of the Distribution shall be held in abeyance for the benefit of the Holder until the Holder has exercised this Warrant and delivered (in proportionate part in the case of a partial exercise) together with the applicable Warrant Shares if and when the Warrant is exercised.

exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(d)(viii) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(d)(viii) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder, as described below, an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction, provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of the consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), valued at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received shares of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatility or (3) the 365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later,

on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of whether (i) the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares; (ii) a Fundamental Transaction occurs prior to the Initial Exercise Date; and/or (iii) the Requisite Stockholder Approval (as defined in the Securities Purchase Agreement) has been obtained .

(e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share of Common Stock, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(f) Notice to Holder.

(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

(g) Voluntary Adjustment By Company. At any time, subject to the rules and regulations of the Trading Market and applicable law, the Company may at any time during the term of this Warrant, subject to the prior written consent of the 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.

4. Transfer of Warrant.

(a) Transferability. This Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the

names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

5. Miscellaneous.

(a) Currency. All dollar amounts referred to in this Warrant are in United States Dollars (“U.S. Dollars”). All amounts owing under this Warrant shall be paid in U.S. Dollars. All amounts denominated in other currencies shall be converted in the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Warrant, the U.S. Dollar exchange rate as published in the Wall Street Journal (New York edition) on the relevant date of calculation.

(b) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Warrant.

(c) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

(d) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.

(e) Authorized Shares. The Company covenants that during the period that the Warrant is outstanding, it will reserve from its authorized and unissued shares of Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued and delivered, as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares underlying this Warrant which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon

exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any shares of Common Stock above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

(f) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the provisions of the Securities Purchase Agreement. For the avoidance of doubt, this Warrant shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.

(g) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not Freely Tradable, will have restrictions upon resale imposed by state, federal or foreign securities laws.

(h) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Securities Purchase Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

(i) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the notice provisions of the Securities Exchange Agreement.

(j) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any shares of Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(k) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(l) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

(m) Amendment. Other than Section 2(d)(viii) and this Section 5(m), which may not be modified, amended or waived, this Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

(n) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

(o) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.


	SURF AIR MOBILITY INC.

	By:
	Name:
	Title:

EXHIBIT A

NOTICE OF EXERCISE

TO: SURF AIR MOBILITY INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any. In exercising the Warrant, the undersigned hereby confirms and acknowledges that the representations set forth in the Warrant as they apply to the undersigned are true and complete as of this date.

(2) Payment shall take the form of (check applicable box(es)):

☐ in lawful money of the United States; and/

☐ if permitted the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

Box A ☐ The Warrant Shares are to be issued in unrestricted form and shall be delivered to the following DWAC Account Number. The undersigned hereby certifies that such shares are being received pursuant to an effective registration statement, it will sell the shares to be delivered pursuant to an effective registration statement or otherwise pursuant to an exemption from registration, or such shares are being issued pursuant to the cashless exercise procedure set forth in subsection 2(c).

_______________________________

Box B ☐ The Warrant Shares are to be issued in restricted form and shall be delivered physically, registered in the Company’s share register in the name of the undersigned or its designee specified below

_______________________________

     [     ]

    

     Name of Investing Entity: 
 
____________________________________________________________________________________

      
Signature of Authorized Signatory of Investing Entity: 
_____________________________________________________________________________________

      
Title of Authorized Signatory: _____________________________________________________________________________________

      
Date: ____________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

     Name: _____________________________________________________________________________

    

     (Please Print)

    

      
Address: ___________________________________________________________________________

     (Please Print)

    

      
Phone Number: _____________________________________________________________________

      
Email Address: _____________________________________________________________________

      
Dated: ____________________________________________________________________________

      
Holder’s Signature: __________________________________________________________________

      
Holder’s Address: ___________________________________________________________________

Exhibit 10.3

THIS SECURITY AND ANY SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR (B) AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

WARRANT TO PURCHASE SHARES OF COMMON STOCK

SURF AIR MOBILITY INC.


Warrant Shares: [ ]	Original Issuance Date: [ ], 2025

THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK (this “Warrant”) certifies that, for value received, [ ], or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time or times on or after the Original Issuance Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the two year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Surf Air Mobility Inc., a Delaware corporation (the “Company”), up to
[ ] shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Warrant Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

2. Exercise.

in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise on the Trading Day of receipt of such notice if received before 4:30 PM (Eastern Time) or the following Trading Day if received thereafter. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

(b) Exercise Price. The exercise price per share of Common Stock under this Warrant, shall be $[ ] per share, subject to adjustment hereunder (the “Exercise Price”).

(c) Cashless Exercise. Notwithstanding anything to the contrary set forth herein, if at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of Warrant Shares by the Holder, then this Warrant may be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

(B)

= the Exercise Price of this Warrant, as adjusted hereunder; and

foregoing) , the VWAP of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of Common Stock so reported, or (d) in all other cases, the fair market value of a share of the Common Stock as determined by an independent appraiser selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“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: (A) the Holder is not in possession of any material non-public information; (B) the issuance of such shares will not be limited by Section 2(d)(viii), provided that if the only condition preventing a Forced Exercise is this clause (B), then the Company may effect a Forced Exercise up to the limit set forth in Section 2(d)(viii); (C) such shares will satisfy Section 5(e); (D) no pending, proposed or intended Fundamental Transaction has occurred that has not been abandoned, terminated or consummated; (E) 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 (F) the daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the New York Stock Exchange is not less than five million dollars

($5,000,000), provided, however, this clause (G) shall be deemed to be satisfied if such condition is met for at least eighteen (18) out of the twenty (20) previous Trading Days.

“Principal Market” means The New York Stock Exchange.

(d) Mechanics of Exercise

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company or its Subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock (collectively “Common Stock Equivalents”)) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(d)(viii), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d)(viii) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be the responsibility of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s representation to the Company that this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company may, but shall have no obligation to, verify or confirm the accuracy of such representation. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Section 2(d)(viii), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Securities and Exchange Commission (the “Commission”), as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock outstanding at the close of business on the prior Business Day. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the Warrant Shares issuable upon exercise of this Warrant. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d)(viii) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant. If the Warrant is unexercisable as a result of the Holder’s Beneficial Ownership Limitation, no alternate consideration is owing to the Holder.

(e) Forced Exercise. If the Forced Exercise Trigger occurs, then the Company may, at its sole discretion, deliver written notice to the Holder (a “Forced Exercise Notice”) requiring the Holder to exercise all or any portion of this Warrant (a “Forced Exercise”) (i) for cash, if at the time the Forced Exercise Notice is delivered there is an effective registration statement registering, and the prospectus contained therein is available for, the resale of the Warrant Shares, or (ii) otherwise, by cashless exercise pursuant to Section 2(c), and certifying that the Equity Conditions have been satisfied on the date the Forced Exercise Notice was delivered to the Holder; provided that (x) no Forced Exercise will be effected unless the Equity Conditions are satisfied on each Trading Day from the date of the Forced Exercise Notice until the corresponding Warrant Shares are delivered by the Company, (y) if the Company receives a Notice of Exercise prior to the date the Company delivers a Forced Exercise Notice and any Warrant Shares due thereunder remain undelivered by the Company, the Forced Exercise may not occur until after such Warrant Shares are delivered to the Holder and (z) the number of Warrant Shares subject to any Forced Exercise shall be reduced, on a share-for-share basis, by the number of Warrant Shares that the Holder exercised pursuant to any voluntary Notices of Exercise delivered prior to the Forced Exercise Date. The Forced Exercise shall be effective as of the date the Forced Exercise Notice is delivered to the Holder (the “Forced Exercise Date”), and the Company shall deliver the applicable Warrant Shares as if the Holder had delivered a Notice of Exercise on the Forced Exercise Date using the applicable settlement method. The Company may not deliver more than one Forced Exercise Notice in any rolling ten (10) Trading Day period.

3. Certain Adjustments.

(b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase shares, warrants, securities or other property pro rata to the record holders of any class of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such

Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

(d) Fundamental Transaction. If (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of shares of Common Stock or any compulsory share exchange pursuant to which the shares of Common Stock are effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(d)(viii) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(d)(viii) on the exercise of this Warrant). For purposes of any

such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within thirty (30) days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder, as described below, an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction, provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, the Holder shall only be entitled to receive from the Company or any Successor Entity, as of the date of the consummation of such Fundamental Transaction, the same type or form of consideration (and in the same proportion), valued at the Black Scholes Value of the unexercised portion of this Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received shares of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of (1) the 30 day volatility, (2) the 100 day volatility or (3) the 365 day volatility, each of clauses (1)-(3) as obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately following the public announcement of the applicable contemplated Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(d) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable contemplated Fundamental Transaction and the Termination Date and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within five Business Days of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent

to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction, each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(d) regardless of whether (i) the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares; and/or (ii) a Fundamental Transaction occurs prior to the Initial Exercise Date.

(f) Notice to Holder.

(ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock

of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

4. Transfer of Warrant.

(a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

(b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the initial issuance date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) without volume or manner-of-sale restrictions or current public information requirements permitted pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, provide to the Company an opinion of counsel reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of this Warrant under the Securities Act.

(e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that (i) it is an “accredited investor” as defined in Regulation D promulgated under the Securities Act and (ii) it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares 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.

5. Miscellaneous.

(o) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

SURF AIR MOBILITY INC.

By: _____________________________

Name:

Title:

EXHIBIT A

NOTICE OF EXERCISE

TO: SURF AIR MOBILITY INC.

(2) Payment shall take the form of (check applicable box(es)):

☐ in lawful money of the United States; and/

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

Box A ☐ The Warrant Shares are to be issued in unrestricted form and shall be delivered to the following DWAC Account Number. The undersigned hereby certifies that such shares are being resold pursuant to an effective registration statement or such shares are being issued pursuant to the cashless exercise procedure set forth in subsection 2(c) and resold pursuant to Rule 144.

_______________________________

[ ]

Name of Investing Entity:

_____________________________________________________________________________________

Signature of Authorized Signatory of Investing Entity:

_____________________________________________________________________________________

Title of Authorized Signatory:

_____________________________________________________________________________________

Date:

_____________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name: _____________________________________________________________________________

(Please Print)

Address: ___________________________________________________________________________

(Please Print)

Phone Number: _____________________________________________________________________

Email Address: _____________________________________________________________________

Dated: ____________________________________________________________________________

Holder’s Signature: __________________________________________________________________

Holder’s Address: ___________________________________________________________________

Exhibit 10.4

SURF AIR MOBILITY INC.

Senior Secured Convertible Note due 2028

THE ISSUANCE AND SALE OF NEITHER THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES THAT MAY BE ISSUABLE PURSUANT TO THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. UNTIL THE DATE THAT IS ONE (1) YEAR AFTER THE ISSUE DATE (AS DEFINED ON THE REVERSE OF THIS NOTE), THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

SURF AIR MOBILITY INC.

Senior Secured Convertible Note due 2028

Certificate No. A-1

SURF AIR MOBILITY INC., a Delaware corporation (the “Company”), for value received, promises to pay to [ ] (the “Initial Holder”), or its registered assigns, one hundred five percent (105%) of the principal sum of seventy four million dollars ($74,000,000) (such principal sum, the “Principal Amount” and one hundred five percent (105%) of such Principal Amount, the “Maturity Principal Amount”) on October 31, 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, 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: November 12, 2025 By:

Name:

Title:

(Signature Page to Senior Secured Convertible Note due 2028, Certificate No. A-1)

SURF AIR MOBILITY INC.

Senior Secured Convertible 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 Convertible Notes due 2028.”

Section 1.

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: (i) 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, (ii) any direct or indirect Affiliates of the Holder or any of the foregoing, (iii) 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 (iv) 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.

“Banked Amount” means, as of any date of determination, the cumulative Volume Redemption Excess Amount for all Volume Redemption Periods that have concluded prior to such date less any Banked Amount previously applied by the Company to reduce the amount of a Partial Redemption Payment pursuant to clause (b)(ii) of the definition of Partial Redemption Payment.

“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.

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: (A) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government, or (ii) 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; (B) 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; (C) 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; (D) 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 (i) is at least “adequately capitalized” (as defined in the regulations of its primary federal banking regulator), and (ii) has Tier 1 capital (as defined in such regulations) of not less than $5,000,000,000; and (E) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (A) and (B) above, (ii) has net assets of not less than $5,000,000,000, and (iii) has the highest rating obtainable from either Standard & Poor’s Corporation or Moody’s Investors Service.

“Cash Sweep Amount” means, (A) with respect to all Cash Sweep Financings (other than Cash Sweep Dispositions) occurring on or after November 10, 2025 and prior to March 1, 2026, fifty percent (50%) of the gross proceeds to the Company from all such financings; provided that

in no event will the Cash Sweep Amount for such Cash Sweep Financings exceed an amount equal to (i) $6,000,000, minus (ii) the sum of (x) fifty percent (50%) of the Special Redemption Price that has been paid pursuant to Section 4(F) hereof prior to March 1, 2026 and (y) fifty percent (50%) of the principal amount of this Note that has been converted pursuant to Section 7 hereof prior to March 1, 2026 and (B) 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 SurfOS (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 Equity Issuances (including pursuant to the Company’s Equity Line of Credit or ATM Sales Agreement) and 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” means an irrevocable standby letter of credit, for the benefit of the Collateral Agent, issued by HSBC Bank USA, N.A., in an amount equal to $30,000,000 (less the aggregate amount of any partial draws made thereunder by the Collateral Agent from time to time) and an initial term expiring not earlier than March 1, 2026 and otherwise on terms satisfactory to the Collateral Agent. For the avoidance of doubt, any Letter of Credit issued in substitution for the Closing Date Letter of Credit pursuant to the terms hereof shall be deemed to be the Closing Date Letter of Credit upon delivery of such substitute Letter of Credit to the Collateral Agent.

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

“Collateral Agent” means [ ] 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).

“Company Redemption Date” has the meaning set forth in Section 4(D).

“Company Redemption Equity Conditions” will be deemed to be satisfied as of any date if all of the following conditions are satisfied as of such date: (A) the shares issuable pursuant to this Note are Freely Tradable; (B) the Holder is not in possession of any material non-public information; (C) the issuance of shares pursuant to conversion of a principal amount of the Note subject to such Company Redemption would not be limited by Section 7(J)(i); provided that if the only condition preventing a Company Redemption is this clause (C), then the Company may effect a Company Redemption up to a principal amount of the Note that if converted would equal 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion and the Holder will use reasonable efforts to sell any shares of Common Stock of the Company held by such Holder; (D) such shares will satisfy Section 7(F)(i); (E) no pending, proposed or intended Fundamental Change has occurred that has not been abandoned, terminated or consummated; and (F) 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.

“Company Redemption Equity Conditions Period” has the meaning set forth in Section 4(D)(iii).

“Company Redemption Notice” has the meaning set forth in Section 4(F).

“Company Redemption Price” means, a cash amount equal to one hundred percent (100%) of the Principal Amount of this Note being redeemed at such time, plus accrued and unpaid interest thereon.

“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 (A) 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; (B) any obligations with respect to undrawn letters of credit, corporate credit cards or merchant services issued for the account of that Person; and (C) 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 (A) one thousand dollars ($1,000) divided by (B) the Conversion Rate in effect at such time.

“Conversion Rate” initially means 251.0040 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 (a) the Conversion Rate in effect as of the date of determination; and (b) 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 Redemption Price” means, for each VWAP Trading Day during a Special Redemption Period on which the Resale Registration Statement (as defined in the Securities Purchase Agreement) is not effective and the Conversion Value is greater than $1,000, an amount equal to the product of (A) a principal amount of the Note equal to five percent (5.0%) of the Daily Volume on such VWAP Trading Day and (B) the quotient of (i) the Conversion Value on such VWAP Trading Day divided by (ii) 1,000.

“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:

(A)

matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(B)

is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock convertible or exchangeable solely at the option of the Company or a Subsidiary of the Company; provided that any such conversion or exchange will be deemed an incurrence of Indebtedness or Disqualified Stock, as applicable); or

(C)

is redeemable at the option of the holder thereof, in whole or in part,

(D)

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.

“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 Issuance” shall mean (a) any issuance or sale by the Company or any of its Subsidiaries of any Equity Interests (including any Equity Interests issued upon exercise or conversion of any Equity Rights and the issuance of any Equity Interests pursuant to any “at-the-market” offering (within the meaning of Rule 415(a)(4) of the Securities Act) (including the ATM Sales Agreement) or Equity Line of Credit (as defined below)) or any Equity Rights, or (b) the receipt by the Company or any of its Subsidiaries of any capital contribution (whether or not evidenced by any Equity Interest issued by the recipient of such contribution), in each case for bona fide capital-raising purposes and other than (i) Equity Interests issuable pursuant to an Approved Stock Plan (as defined in the Securities Purchase Agreement) or upon the exercise of any Equity Rights or upon the lapse of forfeiture restrictions on awards made pursuant to an Approved Stock Plan (including Equity Interests withheld by the Company for the purpose of paying on behalf of the holder thereof the exercise price of Options or for paying taxes due as a result of such exercise or lapse of forfeiture restrictions) or (ii) Common Stock issuable upon the exercise of Options or upon the lapse of forfeiture restrictions on awards made pursuant to, any stock option exchange program of the Company that is approved by the Board of Directors or the compensation committee thereof or the Company’s stockholders, whether now in effect or hereafter implemented.

“Equity Line of Credit” means (i) the Company’s existing GEM Facility and (ii) 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 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 (A) sum of (1) the L/C Availability at such time so long as the Closing Date Letter of Credit is in effect and available to be drawn, (2) one hundred fifteen percent (115%) of 105% of the then outstanding principal amount of this Note (or such lesser principal amount accelerated pursuant to such notice), after deducting from such principal amount any amount available to be paid pursuant to clause (A)(1) pursuant to the Closing Date Letter of Credit then in effect, and (3) the accrued and unpaid interest on this Note and (B) the sum of (i) one hundred ten percent (110%) of the product of (a) 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); (b) 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 (c) 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 (ii) 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 (I) 100% of the then outstanding principal amount of this Note plus (II) 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 (I) amount drawn on the Closing Date Letter of Credit, (II) one hundred fifteen percent (115%) of 105% of the then remaining outstanding principal amount of this Note (or such lesser principal amount accelerated pursuant to such notice), after deducting from such principal amount any payment pursuant to the Closing Date Letter of Credit pursuant to clause (I) and (III) 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: (A) the shares issuable pursuant to this Note are Freely Tradable; (B) the Holder is not in possession of any material non-public information; (C) 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 (i) use reasonable efforts to sell any shares of Common Stock of the Company held by such Holder and (ii) 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); (D) such shares will satisfy Section 7(F)(i); (E) no pending, proposed or intended Fundamental Change has occurred that has not been abandoned, terminated or consummated; (F) 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 (G) 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 (A) 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 (B) 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 (A) 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; (B) 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) (i) represented by book-entries at DTC and identified therein by an “unrestricted” CUSIP number; (ii) not represented by any certificate that bears a legend referring to transfer restrictions under the Securities Act or other securities laws; and (iii) listed and admitted for trading, without suspension or material limitation on trading, on an Eligible Exchange; and (C) 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:

(A)

a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), other than the Company or its Wholly Owned Subsidiaries, or the employee benefit plans of the Company or its Wholly Owned Subsidiaries, files any report with the Commission indicating that such person or group has become the direct or indirect “beneficial owner” (as defined below) of shares of the Company’s common equity representing more than fifty percent (50%) of the voting power of all of the Company’s then-outstanding common equity; or

(B)

the consummation of (i) any sale, lease or other transfer, in one transaction or a series of transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person (other than solely to one or more of the Company’s Wholly Owned Subsidiaries); or (ii) any transaction or series of related transactions in connection with which (whether by means of merger, consolidation, share exchange, combination, reclassification, recapitalization, acquisition, liquidation or otherwise) all of the Common Stock is exchanged for, converted into, acquired for, or constitutes solely the right to receive, other securities, cash or other property (other than a subdivision or combination, or solely a change in par value, of the Common Stock); provided, however, that any merger, consolidation, share exchange or combination of the Company pursuant to which the Persons that directly or indirectly “beneficially owned” (as defined below) all classes of the Company’s common equity immediately before such transaction directly or indirectly “beneficially own,” immediately after such transaction, more than fifty percent (50%) of all classes of common equity of the surviving, continuing or acquiring company or other transferee, as applicable, or the parent thereof, in substantially the same proportions vis-à-vis each other as immediately before such transaction will be deemed not to be a Fundamental Change pursuant to this clause (B).

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 (A) the sum of (i) one hundred percent (100%) of the Principal Amount of this Note (or such lesser principal amount to be repurchased pursuant to such notice) and (ii) the accrued and unpaid interest on this Note and (B) the sum of (i) one hundred ten percent (110%) of the product of (a) the Conversion Rate in effect as of the Trading Day immediately preceding the effective date of such Fundamental Change; (b) the then outstanding Principal Amount of this Note, or such lesser principal amount to be repurchased pursuant to such notice (expressed in thousands); and (c) 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 (ii) 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 (the “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.

“GEM Mandatory Security” means the Company’s existing mandatory convertible security held by Gem Global Yield LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg.

“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 (i) HSBC Bank USA, N.A., (ii) any of Citibank, Wells Fargo, Barclays, Bank of America, Morgan Stanley and JPMorgan, or (iii) 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 (A) 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, (B) all obligations evidenced by notes, bonds, debentures or similar instruments, (C) all Capital Lease Obligations, (D) all Contingent Obligations, and (E) 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.

“Investment” means (i) any beneficial ownership (including stock, partnership or limited liability company interests) of or in any Person, (ii) any loan, advance or capital contribution to any Person, (iii) the acquisition of all, or substantially all, of the assets of another Person, or (iv) 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 November 12, 2025.

“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” means, at any time, an amount equal to (i) $30,000,000, minus (ii) any amounts of any partial draws made under the Closing Date Letter of Credit from time to time, minus (iii) any Permitted L/C Reductions.

“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” means a letter of credit with the Collateral Agent as the beneficiary that has substantially equivalent terms to the Closing Date Letter of Credit (including, for the avoidance of doubt and without limitation, (a) a face amount of not less than the L/C Availability in effect as of the date of determination, (b) a requirement that written notice must be provided to the Collateral Agent at least sixty (60) days prior to the then-current expiration date if the issuer does not intend to renew or reissue such letter of credit, (c) a final termination date of not earlier than March 31, 2029, (d) no conditions to the making of draws thereunder (except as set forth in the Closing Date Letter of Credit) and (e) any other terms reasonably requested by the Collateral Agent and consented to by the Company and Park Lane (such consent not to be unreasonably withheld, delayed or conditioned).

“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.

“Maturity Date” means October 31, 2028.

“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 Note” means that certain $14,900,000 Secured Promissory Note that HT Investments MA LLC purchased from LamVen LLC on or about November 7, 2025.

“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.

“Palantir Agreements” means, collectively, the Company’s and its Subsidiaries’ rights under (i) 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”); (ii) 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); (iii) the Order #1 Share Issuance Agreement dated September 29, 2023, as amended, by and between the Company and Palantir; (iv) the Order Form (Order #2) dated July 1, 2025, by and between the Company and Palantir; (v) the Order Form (Order #3) dated August 1, 2025, by and between the Company and Palantir; and (vi) the Order Form (Order #4) dated November 10, 2025, 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 AIP.

“Park Lane” means Park Lane Investments LLC.

“Partial Redemption Date” means, with respect to this Note, (A) the first calendar day and fifteenth calendar day of each month beginning on March 1, 2026 and (B) 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 any date that is a Partial Redemption Date, an amount, as determined by the Holder in its sole discretion, equal to up to the greater of (a) five percent (5.0%) of the aggregate Daily Volume of the Common Stock for all VWAP Trading Days during the applicable Volume Redemption Period (the “Volume Redemption Amount”), (b) an amount equal to (i) $2,000,000, minus (ii) the Banked Amount applied by the Company, if any, and (c) $750,000; provided, that the Holder and the Company may agree to increase the size of any Partial Redemption Payment by mutual written consent.

“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 (A) Indebtedness evidenced by this Note and all other Senior Secured Convertible Notes issued pursuant to the Securities Purchase Agreement; (B) Indebtedness actually disclosed pursuant to the Securities Purchase Agreement as of the date of the Securities Purchase Agreement; (C) Indebtedness evidenced by the New Note; (D) 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 Securities Purchase Agreement; (E) Indebtedness evidenced by the Modified LamVen Note (as defined in the Intercreditor Agreement) in an aggregate principal amount not to exceed $2,600,000; (F) Indebtedness to trade creditors incurred in the ordinary course of business consistent with past practices; (G) Subordinated Indebtedness of the Company; (H) Indebtedness outstanding at any time secured by a Lien described in clause M of the defined term “Permitted Liens,” provided that (x) such Indebtedness does not exceed the cost of the aircraft and related expenses financed with such Indebtedness or in the form of purchase money Indebtedness (whether in the form of a loan or a lease) used solely to acquire aircraft used in the ordinary course of business and secured only by such aircraft or the insurance proceeds and required cash deposits in respect thereof and (y) such Indebtedness is non-recourse to the Company; (I) other unsecured Indebtedness in an aggregate principal amount not to exceed $250,000 so long as such unsecured Indebtedness does not (1) 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 (2) have any covenants that are more restrictive on the Company in any material respect than the covenants set forth in this Note; (J) Contingent Obligations that are guarantees of the Indebtedness described in clauses (A) through (I); and (K) 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 (1) 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 (2) 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 (A) Intellectual Property licenses actually disclosed pursuant to the Securities Purchase Agreement as of the date of the Securities Purchase Agreement, (B) 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 (C) licenses granted in connection with the Palantir Agreements or any SurfOS assets.

“Permitted Investment” means: (A) Investments actually disclosed pursuant to the Securities Purchase Agreement as in effect as of the Issue Date; (B) (i) 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, (ii) 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, (iii) 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 (iv) money market accounts; (C) Investments accepted in connection with Permitted Transfers; (D) 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; (E) 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; (F) Investments consisting of (i) 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 (ii) 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; (G) Investments in Wholly Owned Subsidiaries (which for purposes of this definition includes Surf Air Technologies Inc.); (H) Permitted Intellectual Property Licenses; (I) Investments in cash into joint ventures, so long as (i) such Investment is made on an arms’-length basis and (ii) the equity interests in such joint venture have been pledged to the Collateral Agent in accordance with the terms of the Security Agreement; and (J) additional Investments that do not exceed six hundred thousand dollars ($600,000) in the aggregate in any twelve (12) month period.

“Permitted L/C Reductions” means, at the applicable date of determination of any individual reduction of the outstanding principal amount of this Note (each, a “Principal Reduction”; and the date of any such Principal Reduction, each, a “Principal Reduction Date”), to the extent permitted by this definition, reductions in L/C Availability that satisfy all of the following conditions and requirements upon the occurrence of a Principal Reduction, with the calculations pursuant to the following clauses (a) through (c) below being made to determine whether, as of such Principal Reduction Date, L/C Availability shall be reduced in accordance with the terms of this definition: (a) if the applicable Principal Reduction does not result in the outstanding principal amount of this Note being reduced to a principal amount less than fifty five million dollars ($55,000,000), there shall be no reduction in L/C Availability pursuant to this

definition; (b) if on the applicable Principal Reduction Date, the Public Float of the Company is less than one hundred million dollars ($100,000,000), there shall be no reduction in L/C Availability pursuant to this definition; (c) if on the applicable Principal Reduction Date, the difference between (i) the pro forma outstanding principal amount of this Note, and (ii) the pro forma amount of L/C Availability immediately after giving effect to the proposed reduction in L/C Availability is greater than twenty percent (20%) of the Public Float of the Company, there shall be no reduction in L/C Availability pursuant to this definition; and (d) if the Company is able satisfy the conditions and requirements in each of the foregoing clauses (a) through (c) that allow for a reduction in L/C Availability, then L/C Availability shall be reduced by an amount equal to fifty percent (50%) of (i) if the outstanding principal amount of this Note before giving effect to the applicable Principal Reduction is less than $55,000,000, the amount of such Principal Reduction or (ii) if the outstanding principal amount of this Note before giving effect to the applicable Principal Reduction is greater than or equal to $55,000,000, a non-negative amount equal to $55,000,000 less the outstanding principal amount of this Note after giving effect to such Principal Reduction. For the avoidance of doubt, the L/C Availability shall be permanently and irrevocably reduced on the date of each Principal Reduction by the amount, if any, of the corresponding Permitted L/C Reduction that satisfies the terms and conditions described hereinabove.

“Permitted Liens” means any and all of the following: (A) Liens deemed to be disclosed pursuant to the Securities Purchase Agreement, as in effect as of the Issue Date; (B) 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; (C) 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; (D) Liens arising from judgments, decrees or attachments in circumstances which do not constitute a Default or an Event of Default hereunder; (E) 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; (F) 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; (G) 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; (H) 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); (I) 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; (J) 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; (K) Liens on Cash or Cash Equivalents securing obligations permitted under clauses (D) and (H) of the definition of Permitted Indebtedness; (L) Liens in favor

of Holder or the Collateral Agent; (M) Liens on aircraft, aircraft engines and related equipment and related cash deposits, in each case, constituting (i) purchase money Liens or (ii) Liens in connection with Capital Leases, in either case, securing Indebtedness permitted under clause (H) of the definition of “Permitted Indebtedness”; (N) 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; (O) Permitted Intellectual Property Licenses; (P) Liens securing Indebtedness permitted under clause (E) of the definition of “Permitted Indebtedness”; and (Q) 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 (A) dispositions of inventory sold, and Permitted Intellectual Property Licenses entered into, in each case, in the ordinary course of business, (B) dispositions of worn-out, obsolete or surplus property at fair market value in the ordinary course of business; (C) dispositions of Aircraft and other Equipment (each as defined in the Security Agreement) at fair market value in the ordinary course of business; (D) 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; (E) transfers of Intellectual Property constituting Permitted Investments in Subsidiaries under clause (G) of Permitted Investments; (G) dispositions of Excluded Collateral (as defined in the Security Agreement), (H) 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; (I) 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 (J) any Disposition of the Electrification Assets or SurfOS (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, (i) the counterparty in such Disposition shall wire 50% of the gross proceeds of such portion of such Disposition directly into a Controlled Account, (ii) 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, and (iii) if the Holder has not delivered a Cash Sweep Notice to the Company with respect to all or any portion of the Cash Sweep Amount in accordance with the terms of Section 4(C) hereof by the date that is ten (10) Business Days after the date of the applicable Cash Sweep Certification, then the Holder shall release such amount not subject to a Cash Sweep Notice to another deposit account of the Company not subject to a “holder directed” Control Agreement, and (y) if any portion of such Disposition does not constitute a Cash Sweep Disposition, the Equity Interests or other 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 (a) 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 (b) 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 (A) pursuant to Section 4(D), Section 4(F), Section 5, Section 6, and Section 7 and (B) by an amount equal to (i) 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 the 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 the Note then outstanding, divided by (ii) 1.05.

“Public Float” means, as of any date of determination, the product of (a) the total number of non-restricted shares of Common Stock of the Company outstanding and owned by persons or entities other than (i) LamVen LLC, Park Lane or any of their respective Affiliates and (ii) the Company or any of its Affiliates, in each case, on such date of determination (provided that for purposes of this calculation, Palantir Technologies shall not be considered an Affiliate) and (b) the Last Reported Sale Price on such date of determination.

“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).

“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 the Issue Date, between the Company and [ ] providing, inter alia, for the issuance of this Note.

“Security Agreements” means those certain security agreements, 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.

“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.

“Special Redemption Price” means, an amount equal to the sum of all Daily Redemption Prices during the applicable Special Redemption Period.

“Special Redemption Notice Date” means, (A) the first calendar day and fifteenth calendar day of each month and (B) if not otherwise included in clause (A), the first Business Day following the effectiveness of the Resale Registration Statement.

“Special Redemption Period” means, the period (i) beginning on and including (A) for the initial Special Redemption Period, the Issue Date and (B) for any subsequent Special Redemption Period, the immediately preceding Special Redemption Notice Date and (ii) up to and including the calendar day immediately prior to the Special Redemption Notice Date for such period.

“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).

“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, (A) 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 (B) any partnership or limited liability company where (i) 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 (ii) 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 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 (A) 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 (B) 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 Excess Amount” means the amount by which the Volume Redemption Amount for any Volume Redemption Period exceeds two million dollars ($2,000,000) (for the avoidance of doubt, the Volume Redemption Excess Amount cannot be less than zero).

“Volume Redemption Period” means (A) for the March 1, 2026 Partial Redemption Date, the period beginning on and including February 15, 2026 up to and including February 28, 2026 and (B) for all other Partial Redemption Dates, the period beginning on and including the immediately preceding Partial Redemption Date up to and including the day immediately preceding such Partial Redemption Date; provided that the Company’s quarterly blackout period (beginning on the day that is two weeks prior to the end of each fiscal quarter, to and including the first Scheduled Trading Day after the date the Company publicly announces its annual or quarterly earnings) shall be excluded from any Volume Redemption Period.

“VWAP Market Disruption Event” means, with respect to any date, (A) 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 (B) 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 (A) 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 (B) 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.

Section 2.

Persons Deemed Owners.

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

Section 3.

Registered Form.

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

Section 4.

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

(A)

Partial Redemption Payments. If the Holder wishes to elect to require the Company to redeem all or a portion of this Note for a Partial Redemption Payment (including any Deferred Partial Redemption Payments), the Holder shall deliver to the Company a written notice of any such election (a “Partial Redemption Notice”), including the applicable amount of the Partial Redemption Payment (including any Deferred Partial Redemption Payment), at least ten (10) Trading Days prior to the applicable Partial Redemption Date in order to make an effective election. Subject to Section 5(C), the Company shall pay the Holder the Partial Redemption Payment by wire transfer of immediately available funds on the applicable Partial Redemption Date; provided, that the Holder shall have the right to convert any Partial Redemption Payment or Deferred Partial Redemption Payment (as defined below) (or any applicable portion thereof) into Common Stock pursuant to Section 7 hereof at any time prior to the receipt of the applicable Partial Redemption Payment or Deferred Partial Redemption Payment from the Company. Notwithstanding the foregoing, the Holder may, in its sole discretion, despite such election, subsequently defer any Partial Redemption Payment (including any prior Deferred Partial Redemption Payment) (or any portion thereof) one or more times prior to the applicable Partial Redemption Date to any subsequent Partial Redemption Date (in which case such deferred Partial Redemption Payment shall become a “Deferred Partial Redemption Payment”), in which case, subject to the provisions of Section 5(C), on the applicable Partial Redemption Date, the Company will pay the Holder an amount in cash equal to such Partial Redemption Payment (including any Deferred Partial Redemption Payments) to be paid on such date. Any Partial Redemption Payment (including any Deferred Partial Redemption Payments) paid pursuant to this Section 4(A) shall reduce the Principal Amount by such paid amount divided by one hundred five percent (105%). If this Note (or any portion of this Note) is to be redeemed pursuant to this Section 4(A), then, from and after the date the related Partial Redemption Payment is paid in full, this Note (or such portion) will cease to be outstanding and interest will cease to accrue on this Note (or such portion).

(B)

Maturity Date Payment. On the Maturity Date, the Company will pay the Holder an amount in cash equal to the Maturity Principal Amount for the then-outstanding Principal Amount of this Note plus any accrued and unpaid interest on this Note.

(C)

Cash Sweep Payments.

(i)

For purposes of this Note, any payment made to the Holder pursuant to Section 4(C) shall be referred to as a “Cash Sweep Payment”.

(ii)

(A) On March 1, 2026, the Company shall certify to Holder in writing (i) the aggregate amount of all Cash Sweep Financings (other than Cash Sweep Dispositions) and (ii) the calculation of the potential aggregate Cash Sweep Amount with respect to all such Cash Sweep Financings (including a certification that such Cash Sweep Amount was calculated in accordance with the terms hereof) and (B) concurrently with the completion of any Cash Sweep Disposition, the Company shall certify to Holder in writing (i) the amount of the applicable Cash Sweep Disposition and (ii) the calculation of the potential Cash Sweep Amount with respect to such Cash Sweep Disposition (including a certification that such Cash Sweep Amount was calculated in accordance with the terms hereof) (such certification a “Cash Sweep Certification”); provided, however, that, unless consented to by the Holder in writing, in the event that the extent of such Cash Sweep Financings and Cash Sweep Amount is such that the information required in such certification would constitute material non-public information regarding the Company, then the Company shall also concurrently publicly disclose such material non-public information on a Current Report on Form 8-K or otherwise.

(iii)

The Holder shall have the right to require the Company, which right shall be exercisable by delivery of written notice to the Company of the exercise of such right (a “Cash Sweep Notice”) by no later than ten (10) Business Days after receipt of the Cash Sweep Certification, to pay to the Holder in cash within two (2) Business Days following the delivery of such Cash Sweep Notice (regardless of whether the Company actually delivers a Cash Sweep Certification), all or a portion of the Cash Sweep Amount with respect to such Cash Sweep Financings. Any payment of the Cash Sweep Amount paid pursuant to this Section 4(C) shall reduce the Principal Amount by such paid amount divided by 1.05.

(D)

Prepayment. The Company may not prepay the Note without the written consent of the Holder other than pursuant to Section 4(E).

(E)

Company Redemption Election.

(i)

The Company may redeem all or any portion of the then outstanding Principal Amount of this Note (a “Company Redemption”), beginning on the twenty-first (21st) Trading Day after the effectiveness of the Resale Registration Statement, on a date to be determined by the Company (any such date a “Company Redemption Date”), for a cash redemption price equal to the Company Redemption Price; provided, that the Company must provide notice of a Company Redemption (“Company Redemption Notice”), which notice shall state the Company Redemption Date and the outstanding Principal Amount of this Note to be redeemed (which for the avoidance of doubt, shall (i) not be less than the lesser of (x) ten million dollars ($10,000,000) or (y) the full remaining Principal Amount outstanding, but (ii) solely if the Conversion Value at the time that the Company Redemption Notice is delivered to the Holder is greater than one thousand dollars ($1,000), shall also not be greater than the product of two and one half (2.5) and the average daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the New York Stock Exchange during the Company Redemption Equity Conditions Period) at least twenty (20) Trading Days prior to such Company Redemption Date, the Company must have, on or prior to 8:30 a.m., New York City time, on the Trading Day on which such Company Redemption Notice is

delivered, publicly disclosed any material, non-public information regarding the Company (including the fact that the Company is redeeming the Note) on a Form 8-K or otherwise and provided further that the Company may not deliver more than one notice, whether a Forced Exercise Notice with respect to any Warrant (as defined in the Securities Purchase Agreement), a Forced Conversion Notice with respect to this Note or a Company Redemption Notice, in any rolling ten (10) Trading Day period. The Holder may convert any portion of this Note subject to such Company Redemption prior to the first Scheduled Trading Day preceding the date that is scheduled for payment of the Company Redemption Price and, if the Holder so elects and the principal amount subject to such Company Redemption is less than the full remaining Principal Amount outstanding, the principal amount subject to such Company Redemption shall be subject to reduction by any principal amount for which the Holder has submitted a Holder Conversion Notice between the time that the Company provided a Company Redemption Notice to the Holder and the completion of such Company Redemption. Notwithstanding the foregoing, this Section 4(E) will cease to have any force and effect if any Default is continuing or Event of Default has occurred hereunder (unless waived).

(ii)

If this Note is to be redeemed in full pursuant to this Section 4(E) then, from and after the date the related Company Redemption Price is paid in full, this Note will cease to be outstanding.

(iii)

Notwithstanding anything herein to the contrary, the Company will not have the right to, and will not, make any Company Redemption pursuant to this Section 4(E) if (x) the Company is in possession of material non-public information within the meaning of securities laws, or (y) (A) if the Conversion Value at the time that the Company Redemption Notice is delivered to the Holder is greater than one thousand dollars ($1,000) and the Company Redemption Equity Conditions are not satisfied on each Trading Day during the period commencing on the date the Company Redemption Notice is delivered to the Holder and ending on, and including the Company Redemption Date (such period, the “Company Redemption Equity Conditions Period”) or (B) if the Conversion Value at the time that the Company Redemption Notice is delivered to the Holder is less than or equal to one thousand dollars ($1,000) and the Company Redemption Equity Conditions (excluding clause (C) of the Company Redemption Equity Conditions) are not satisfied on each Trading Day during the Company Redemption Equity Conditions Period (and the Company shall certify in writing to the Holder (A) on the date of the Company Redemption Notice, within such notice, that such Company Redemption Equity Conditions were satisfied as of the date of the Company Redemption Notice and (B) on the Company Redemption Date that such Company Redemption Equity Conditions have continued to have been satisfied for on each Trading Day during the remainder of the Company Redemption Equity Conditions Period), unless such failure of the Company Redemption Equity Conditions to be so satisfied is waived in writing by the Holder, which waiver may be granted or withheld by the Holder in its sole discretion.

(F)

Special Redemption. The Holder shall have the right to require the Company, which right shall be exercisable by delivery of written notice to the Company of the exercise of such right (a “Special Redemption Notice”) on or prior to the fifth Trading Day after any Special Redemption Notice Date, to pay to the Holder in cash within two (2) Business Days following the

delivery of such Special Redemption Notice, all or a portion of the Special Redemption Price. Any payment of the Special Redemption Price paid pursuant to this Section 4(F) shall reduce the Principal Amount by the principal amounts used in clause (A) for the calculation of such Daily Redemption Prices summed to calculate the Special Redemption Price.

Section 5.

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

(A)

Method of Payment. The Company will pay all cash amounts due under this Note, the Security Agreements or the Subsidiary Guaranty by wire transfer of immediately available funds to the account of the Holder as set forth in a written notice of an account of such Holder delivered by the Holder to the Company at least two (2) Business Days before the date such amount is due.

(B)

[Reserved.]

(C)

Delay of Payment when Payment Date is Not a Business Day. If the due date for a payment on this Note as provided in this Note, the Security Agreements as provided therein or the Subsidiary Guaranty as provided therein is not a Business Day, then, notwithstanding anything to the contrary in any such document, such payment may be made on the immediately following Business Day and no interest will accrue on such payment as a result of the related delay.

Section 6.

Required Repurchase of Note upon a Fundamental Change.

(A)

Repurchase Upon Fundamental Change. Subject to the other terms of this Section 6, if a Fundamental Change occurs, then the Holder will have the right to require the Company to repurchase this Note (or any portion of this Note in an Authorized Denomination) on the Fundamental Change Repurchase Date for such Fundamental Change for a cash purchase price equal to the Fundamental Change Repurchase Price.

(B)

Fundamental Change Repurchase Date. The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Holder’s choosing that is no more than twenty (20) Business Days after the later of (x) the date the Company delivers to the Holder the related Fundamental Change Notice pursuant to Section 6(C); and (y) the effective date of such Fundamental Change.

(C)

Fundamental Change Notice. No later than the tenth (10th) Business Day before the occurrence of any Fundamental Change, the Company will send to the Holder a written notice (the “Fundamental Change Notice”) thereof (provided, however, in no event shall such notice be required prior to the actual public announcement of such Fundamental Change), stating the expected date such Fundamental Change will occur. No later than the fifth (5th) Business Day after the date of delivery of the Fundamental Change Notice, the Holder shall notify the Company in writing whether it will require the Company to repurchase this Note and specify the Fundamental Change Repurchase Date.

(D)

Effect of Repurchase. If this Note (or any portion of this Note) is to be repurchased upon a Repurchase Upon Fundamental Change, then, from and after the date the related Fundamental Change Repurchase Price is paid in full, this Note (or such portion) will cease to be outstanding and interest will cease to accrue on this Note (or such portion).

Section 7.

Conversion.

(A)

Right to Convert.

(i)

Generally. Subject to the provisions of this Section 7, the Holder may, at its option, convert this Note, including any portion constituting a Partial Redemption Payment, into Conversion Consideration.

(ii)

Conversions in Part. Subject to the terms of this Section 7, this Note may be converted in part, but only in an Authorized Denomination. Provisions of this Section 7 applying to the conversion of this Note in whole will equally apply to conversions of any permitted portion of this Note.

(A)

When this Note May Be Converted.

(i)

Generally. The Holder may convert this Note at any time until the Close of Business on the second Scheduled Trading Day immediately before the Maturity Date. For the avoidance of doubt, the Holder’s right to convert this Note shall not be impacted by a prior notice or election to defer any Partial Redemption Payment delivered by the Holder pursuant to Section 4(A) hereof.

(ii)

Limitations and Closed Periods. Notwithstanding anything to the contrary in this Section 7, if this Note (or any portion of this Note) is to be repurchased upon a Repurchase Upon Fundamental Change, then in no event may this Note (or such portion) be converted after the Close of Business on the second Scheduled Trading Day immediately before the related Fundamental Change Repurchase Date; provided, that the limitations contained in this Section 7(B)(ii) shall no longer apply to this Note (or such applicable portion) if the applicable Fundamental Change Repurchase Price is not delivered on the Fundamental Change Repurchase Date in accordance with Section 6.

(C)

Conversion Procedures.

(i)

Generally. To convert this Note, the Holder must complete, sign and deliver to the Company the conversion notice attached to this Note on Exhibit A or portable document format (.pdf) version of such conversion notice (at which time such conversion will become irrevocable) (a “Holder Conversion Notice”). For the avoidance of doubt, the Holder Conversion Notice may be delivered by e-mail in accordance with Section 13. If the Company fails to deliver, by the related Conversion Settlement Date, any shares of Common Stock forming part of the Conversion Consideration of the conversion of this Note, the Holder, by notice to the Company, may rescind all or any portion of the corresponding Holder Conversion Notice at any time until such Undelivered Shares are delivered.

(ii)

Holder of Record of Conversion Consideration. The person in whose name any shares of Common Stock is issuable pursuant to this Note will be deemed to become the holder of record of such shares as of the Close of Business on the Conversion Date for such conversion, conferring, as of such time, upon such person, without limitation, all voting and other rights appurtenant to such shares; provided, that the Holder shall be

deemed to have waived any voting rights of any such shares of Common Stock issued to the Holder that may arise during the period commencing on such Conversion Date, through, and including, such applicable Conversion Settlement Date, as necessary, such that the aggregate voting rights of any shares of Common Stock (including such shares of Common Stock issued to the Holder) beneficially owned by the Holder and/or any Attribution Parties, collectively, on any such record date shall not exceed the Maximum Percentage as a result of any such conversion of this Note.

(iii)

Taxes and Duties. If the Holder converts a Note, the Company will pay any documentary, stamp or similar issue or transfer tax or duty due on the issue of any shares of Common Stock upon such conversion; provided, however, that if any tax or duty is due because such Holder requested such shares to be issued in a name other than that of such Holder, then such Holder will pay such tax or duty and, until having received a sum sufficient to pay such tax or duty, the Company may refuse to deliver any such shares to be issued in a name other than that of such Holder.

(D)

Right of Company to Convert the Note.

(i)

Generally. If the Forced Conversion Trigger occurs, then, the Company may provide written notice to the Holder in substantially the form attached hereto as Exhibit B (a “Company Conversion Notice”) electing to convert all or any portion of the Principal Amount into Conversion Consideration (a “Forced Conversion”) and certifying that the Forced Conversion Equity Conditions have been satisfied on each of the twenty (20) consecutive VWAP Trading Days during the twenty (20) VWAP Trading Day period ending on and including the date the Company Conversion Notice was delivered to the Holder (the “Forced Conversion Measurement Period”); provided that (A) no Forced Conversion will be effected unless the Forced Conversion Equity Conditions are satisfied on each VWAP Trading Day from the date of the Company Conversion Notice until the corresponding Conversion Consideration is delivered, (B) if the Company receives a Holder Conversion Notice prior to the date the Company delivers the Company Conversion Notice and any Conversion Consideration due thereunder remain undelivered by the Company, the Forced Conversion may not occur until after such Conversion Consideration is delivered to the Holder, (C) the Principal Amount subject to such Forced Conversion shall (i) not be less than the lesser of (x) $10,000,000 and (y) the remaining outstanding principal amount of this Note, but (ii) shall not be greater than the product of two and one half (2.5) and the average daily dollar trading volume (as reported on Bloomberg) of the Common Stock on the New York Stock Exchange during the Forced Conversion Measurement Period, (D) the Principal Amount subject to a Forced Conversion shall be subject to reduction by any Principal Amount for which the Holder has submitted a Holder Conversion Notice between the time that the Company provided a Company Conversion Notice to the Holder and the completion of such Forced Conversion, (E) the Company may not deliver more than one notice, whether a Forced Exercise Notice with respect to any Warrant (as defined in the Securities Purchase Agreement), a Forced Conversion Notice with respect to this Note or a Company Redemption Notice, in any rolling ten (10) Trading Day period.

(ii)

Effect of Forced Conversion. A Forced Conversion will have the same

effect as a conversion of the applicable outstanding Principal Amount of a Note effected at a Holder’s election pursuant to Section 7(A) with a Conversion Date occurring on the Business Day upon which the Company Conversion Notice is delivered to the Holder (provided, for the avoidance of doubt, that the conditions set forth in Section 7(D)(i) are satisfied on such date) and a Conversion Settlement Date occurring on the Business Day referred to in Section 7(E)(iv).

(E)

Settlement upon Conversion.

(i)

Generally. The consideration (the “Conversion Consideration”) due in respect of each one thousand dollars ($1,000) Principal Amount of this Note, including any portion constituting a Partial Redemption Payment required to be paid by the Company on the next Partial Redemption Date or any outstanding Deferred Partial Redemption Payment, to be converted will consist of the following:

(1)

subject to Section 7(E)(iii), a number of shares of Common Stock equal to the Conversion Rate in effect on the Conversion Date for such conversion; and

(2)

cash in an amount equal to the aggregate accrued and unpaid Default Interest on this Note to, but excluding, the Conversion Settlement Date for such conversion.

(ii)

[Reserved.]

(iii)

Fractional Shares. The total number of shares of Common Stock due in respect of any conversion of this Note pursuant to this Section 7, including any portion constituting a Partial Redemption Payment required to be paid by the Company on the next Partial Redemption Date or any outstanding Deferred Partial Redemption Payment, will be determined on the basis of the total Principal Amount of this Note to be converted with the same Conversion Date; provided, however, that if such number of shares of Common Stock is not a whole number, then such number will be rounded up to the nearest whole number.

(iv)

Delivery of the Conversion Consideration. The Company will pay or deliver, as applicable, the Conversion Consideration due upon the conversion of this Note, including any portion constituting a Partial Redemption Payment required to be paid by the Company on the next Partial Redemption Date or any outstanding Deferred Partial Redemption Payment, to the Holder on or before the first (1st) Business Day on which the Common Stock is traded) immediately after the Conversion Date for such conversion (the “Conversion Settlement Date”).

(v)

Company Failure to Timely Deliver Stock Payments. If (x) the Company shall fail for any reason or for no reason (other than failure by the Holder to cooperate in settlement or the operation of Section 7(J)(i)) on or prior to the applicable Conversion Settlement Date to deliver shares of Common Stock in accordance with Section 7(C) or Section 7(D) (such shares to which Holder is entitled referred to as the “Undelivered Shares”); and (y) the Holder (whether directly or indirectly, including by any broker acting on the Holder’s behalf or acting with respect to such Undelivered Shares) purchases any shares of Common Stock (whether in the open market or otherwise) to cover any such Undelivered Shares (whether to satisfy any settlement obligations with respect thereto of

the Holder or otherwise), then, without limiting the Holder’s right to pursue any other remedy available to it (whether hereunder, under applicable law or otherwise), the Holder will have the right, exercisable by notice to the Company, to cause the Company to either:

(1)

pay, on or before the first (1st) Business Day after the date such notice is delivered, cash to the Holder in an amount equal to the aggregate purchase price (including any brokerage commissions and other out-of-pocket costs) incurred to purchase such shares (such aggregate purchase price, the “Covering Price”); or

(2)

promptly deliver, to the Holder, such Undelivered Shares in accordance with this Note, together with cash in an amount equal to the excess, if any, of the Covering Price over the product of (x) the number of such Undelivered Shares; and (y) the Daily VWAP per share of Common Stock on the applicable Conversion Date relating to such 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 Conversion Settlement 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 Conversion Settlement 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).

(vi)

Effect of Conversion. If this Note is converted in full or in part, then, from and after the date the Conversion Consideration therefor is issued or delivered in settlement of such conversion, this Note or the relevant part thereof will cease to be outstanding and all interest will cease to accrue on this Note or such part.

(F)

Status of Common Stock Issued upon Conversion.

(i)

Status of Conversion Consideration; Listing. Each share of Common Stock delivered pursuant to this Note will be a newly issued or treasury share and will be duly and validly issued, fully paid, non-assessable, free from preemptive rights and free of any Lien or adverse claim (except to the extent of any Lien or adverse claim created by the action or inaction of the Holder or the Person to whom such share will be delivered). If the Common Stock is then listed on any securities exchange, or quoted on any inter-dealer

quotation system, then the Company will cause each share of Common Stock issued pursuant to this Note, when delivered, to be admitted for listing on such exchange or quotation on such system. Any shares of Common Stock issued pursuant to this Note, if such shares of Common Stock are Freely Tradeable at the time (and, in the case of shares delivered upon conversion while this Note bears a restricted legend, such shares are resold pursuant to Rule 144 or an effective registration statement), will be issued in the form of book-entries at the facilities of DTC or, otherwise, will be issued in the form of book-entries on the records of the Transfer Agent.

(ii)

Transferability of Conversion Consideration. Any shares of Common Stock issued pursuant to this Note, if issued by the Company upon resale pursuant to an effective registration statement, will be identified therein by an “unrestricted” CUSIP number.

(G)

Adjustments to the Conversion Rate.

(i)

Events Requiring an Adjustment to the Conversion Rate. The Conversion Rate will be adjusted from time to time as follows:

(1)

Stock Dividends, Splits and Combinations. If the Company issues solely shares of Common Stock as a dividend or distribution on all or substantially all shares of the Common Stock, or if the Company effects a stock split or a stock combination of the Common Stock (in each case excluding an issuance solely pursuant to a Common Stock Change Event, as to which Section 7(I) will apply), then the Conversion Rate will be adjusted 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 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.

(2)

Rights, Options and Warrants. If the Company distributes, to all or substantially all holders of Common Stock, rights, Options or warrants (other than rights issued or otherwise distributed pursuant to a stockholder rights plan, as to which the provisions set forth in Sections 7(G)(i)(3)(a) and 7(G)(vii) will apply) entitling such holders, for a period of not more than sixty (60) calendar days after the record date of such distribution, 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 such distribution is announced, then the Conversion Rate will be increased (and for the avoidance of doubt shall never be decreased) 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;

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.

(3)

Spin-Offs and Other Distributed Property.

(a)

Distributions Other than Spin-Offs. If the Company distributes shares of its Capital Stock, evidences of its indebtedness or other assets or property of the Company, or rights, Options or warrants to acquire Capital Stock of the Company or other securities, to all or substantially all holders of the Common Stock, excluding:

(v) dividends, distributions, rights, Options or warrants for which an adjustment to the Conversion Rate is required pursuant to Section 7(G)(i)(1) or Section 7(G)(i)(2);

(w) dividends or distributions paid exclusively in cash for which an adjustment to the Conversion Rate is required pursuant to Section 7(G)(i)(4);

(x) rights issued or otherwise distributed pursuant to a stockholder rights plan, except to the extent provided in Section 7(G)(vii);

(y) Spin-Offs for which an adjustment to the Conversion Rate is required pursuant to Section 7(G)(i)(3)(b); and

(z) a distribution solely pursuant to a Common Stock Change Event, as to which Section 7(I) will apply,

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.

(b)

Spin-Offs. If the Company distributes or dividends shares of Capital Stock of any class or series, or similar equity interest, of or relating to an Affiliate, a Subsidiary or other business unit of the Company to all or substantially all holders of the Common Stock (other than solely pursuant to a Common Stock Change Event, as to which Section 7(I) will apply), and such Capital Stock or equity interest is listed or quoted (or will be listed or quoted upon the consummation of the transaction) on a U.S. national securities exchange (a “Spin-Off”), 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 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).

(4)

Cash Dividends or Distributions. If any cash dividend or distribution is made to all or substantially all holders of Common Stock, 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 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.

(5)

Tender Offers or Exchange Offers. If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for shares of Common Stock (other than solely pursuant to an odd-lot tender offer pursuant to Rule 13e-4(h)(5) under the Exchange Act), and the value (determined as of the Expiration Time by the Board of Directors in good faith) of the cash and other consideration paid per share of Common Stock in such tender or exchange offer exceeds the Last Reported Sale Price per share of Common Stock on the Trading Day immediately after the last date (the “Expiration Date”) on which tenders or exchanges may be made pursuant to such tender or exchange offer (as it may be amended), then the Conversion Rate will be increased based on the following formula:

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.

(ii)

[Reserved.]

(iii)

[Reserved.]

(iv)

No Adjustments in Certain Cases.

(1)

Where the Holder Participates in the Transaction or Event Without Conversion. Notwithstanding anything to the contrary in Section 7(G)(i), the Company will not be obligated to adjust the Conversion Rate on account of a transaction or other event otherwise requiring an adjustment pursuant to Section 7(G)(i) (other than a stock split or combination of the type set forth in Section 7(G)(i)(1) or a tender or exchange offer of the type set forth in Section 7(G)(i)(5)) if the Holder participates, at the same time and on the same terms as holders of Common Stock, and solely by virtue of being the Holder of this Note, in such transaction or event without having to convert this Note and as if the Holder held a number of shares of Common Stock equal to the product of (i) the Conversion Rate in effect on the related record date; and (ii) the aggregate Principal Amount (expressed in thousands) of this Note held by this Holder on such date.

(2)

Certain Events. The Company will not be required to adjust the Conversion Rate except as provided in Section 7(G) and Section 7(I). Without limiting the foregoing, the Company will not be obligated to adjust the Conversion Rate on account of:

(a)

except as otherwise provided in Section 7(G), the sale of

shares of Common Stock for a purchase price that is less than the market price per share of Common Stock or less than the Conversion Price;

(b)

the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any such plan;

(c)

the issuance of any shares of Common Stock, restricted stock or options or rights to purchase shares of Common Stock pursuant to any present or future employee, director or consultant benefit plan or program of, or assumed by, the Company or any of its Subsidiaries;

(d)

the issuance of any shares of Common Stock pursuant to any option, warrant, right or convertible or exchangeable security of the Company outstanding as of the Issue Date (other than an adjustment pursuant to Section 7(G)(i)(3)(a) in connection with the separation of rights under the Company’s stockholder rights plan existing, if any, as of the Issue Date);

(e)

repurchases of shares of Common Stock, including structured or derivative transactions, that are not pursuant to a tender offer as contemplated by Section 7(G)(i)(5);

(f)

solely a change in the par value of the Common Stock; or

(g)

accrued and unpaid interest on this Note.

(v)

Adjustments Not Yet Effective. Notwithstanding anything to the contrary in this Note, if:

(1)

this Note is to be converted;

(2)

the record date, effective date or Expiration Time for any event that requires an adjustment to the Conversion Rate pursuant to Section 7(G)(i) has occurred on or before the Conversion Date for such conversion, but an adjustment to the Conversion Rate for such event has not yet become effective as of such Conversion Date;

(3)

the Conversion Consideration due upon such conversion includes any whole shares of Common Stock; and

(4)

such shares are not entitled to participate in such event (because they were not held on the related record date or otherwise),

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.

(vi)

Conversion Rate Adjustments where the Converting Holder Participates in the Relevant Transaction or Event. Notwithstanding anything to the contrary in this Note, if:

(1)

a Conversion Rate adjustment for any dividend or distribution becomes effective on any Ex-Dividend Date pursuant to Section 7(G)(i);

(2)

a Note is to be converted;

(3)

the Conversion Date for such conversion occurs on or after such Ex-Dividend Date and on or before the related record date;

(4)

the Conversion Consideration due upon such conversion includes any whole shares of Common Stock based on a Conversion Rate that is adjusted for such dividend or distribution; and

(5)

such shares would be entitled to participate in such dividend or distribution (including pursuant to Section 7(C)(ii)),

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.

(vii)

Stockholder Rights Plans. If any shares of Common Stock are to be issued upon conversion of any Note and, at the time of such conversion, the Company has in effect any stockholder rights plan, then the Holder of such Note will be entitled to receive, in addition to, and concurrently with the delivery of, the Conversion Consideration otherwise payable under this Note upon such conversion, the rights set forth in such stockholder rights plan, unless such rights have separated from the Common Stock at such time, in which case, and only in such case, the Conversion Rate will be adjusted pursuant to Section 7(G)(i)(3)(a) on account of such separation as if, at the time of such separation, the Company had made a distribution of the type referred to in such Section to all holders of the Common Stock, subject to readjustment in accordance with such Section if such rights expire, terminate or are redeemed.

(viii)

Limitation on Effecting Transactions Resulting in Certain Adjustments. The Company will not engage in or be a party to any transaction or event that would require the Conversion Rate to be adjusted pursuant to Section 7(G)(i) or Section 7(I) to an amount that would result in the Conversion Price per share of Common Stock being less than the par value per share of Common Stock.

(ix)

Equitable Adjustments to Prices. Whenever any provision of this Note requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate an adjustment to the Conversion Rate), the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 7(G)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period.

(x)

Calculation of Number of Outstanding Shares of Common Stock. For purposes of this Section 7(G), the number of shares of Common Stock outstanding at any time will (i) include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock; and (ii) exclude shares of Common Stock held in the Company’s treasury (unless the Company pays any dividend or makes any distribution on shares of Common Stock held in its treasury).

(xi)

Calculations. All calculations with respect to the Conversion Rate and adjustments thereto will be made to the nearest 1/10,000th of a share of Common Stock (with 5/100,000ths rounded upward).

(xii)

Notice of Conversion Rate Adjustments. Upon the effectiveness of any adjustment to the Conversion Rate pursuant to Section 7(G)(i), the Company will promptly send notice to the Holder containing (i) a brief description of the transaction or other event on account of which such adjustment was made; (ii) the Conversion Rate in effect immediately after such adjustment; and (iii) the effective time of such adjustment.

(H)

Voluntary Adjustments.

(i)

Generally. To the extent permitted by law and applicable stock exchange rules, the Company, from time to time, may (but is not required to) increase the Conversion Rate on any portion of this Note for any period of time by any amount if (i) the Board of Directors determines in good faith that such increase is either (x) in the best interest of the Company; or (y) advisable to avoid or diminish any income tax imposed on holders of Common Stock or rights to purchase Common Stock as a result of any dividend or distribution of shares (or rights to acquire shares) of Common Stock or any similar event and (ii) such increase is irrevocable during such period. The Company and the Holder agree that any such voluntary adjustment to the Conversion Rate and any conversion of any portion of the Note based upon any such voluntary adjustment shall not constitute material non-public information with respect to the Company.

(ii)

Notice of Voluntary Increases. If the Board of Directors determines to increase the Conversion Rate pursuant to Section 7(H)(i), then, no later than the first Business Day following such determination, the Company will send notice to the Holder of such increase, the amount thereof and the period during which such increase will be in effect.

(I)

Effect of Certain Recapitalizations, Reclassifications, Consolidations, Mergers and

Sales.

(i)

Generally. If there occurs any:

(1)

recapitalization, reclassification or change of the Common Stock (other than (x) changes solely resulting from a subdivision or combination of the Common Stock, (y) a change only in par value or from par value to no par value or no par value to par value and (z) stock splits and stock combinations that do not involve the issuance of any other series or class of securities);

(2)

consolidation, merger, combination or binding or statutory share exchange involving the Company;

(3)

sale, lease or other transfer of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person; or

(4)

other similar event,

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, (I) 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 (II) 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.

(ii)

Notice of Common Stock Change Events. As soon as practicable after public announcement of the anticipated or actual effective date of any Common Stock Change Event, the Company will provide written notice to the Holder of such Common Stock Change Event, including a brief description of such Common Stock Change Event, its anticipated effective date and a brief description of the anticipated change in the conversion right of this Note.

(iii)

Compliance Covenant. The Company will not become a party to any Common Stock Change Event unless its terms are consistent with this Section 7(I).

(J)

Limitations on Conversions.

(i) Beneficial Ownership Limitation. Notwithstanding anything to the contrary contained herein, the Company shall not effect the conversion of any portion of this Note, or otherwise issue shares pursuant to this Note, and the Holder shall not have the right to convert any portion of this Note, pursuant to the terms and conditions of this Note and any such conversion or issuance shall be null and void and treated as if never made, to the extent that after giving effect to such conversion or issuance, the Holder together with the other Attribution Parties collectively would beneficially own in the aggregate in excess of 9.99% (the “Maximum Percentage”) of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or issuance. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by the Holder and the other Attribution Parties shall include the number of shares of Common Stock held by the Holder and all other Attribution Parties plus the number of shares of Common Stock issuable upon conversion of, or otherwise pursuant to, this Note with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (A) conversion of the remaining, unconverted portion of this Note beneficially owned by the Holder or any

of the other Attribution Parties and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes or convertible preferred stock or warrants) beneficially owned by the Holder or any other Attribution Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 7(J)(i). For purposes of this Section 7(J)(i), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of this Note, in determining the number of outstanding shares of Common Stock the Holder may acquire in connection with this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (x) the Company's most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission, as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the Transfer Agent (as defined in the Securities Purchase Agreement) setting forth the number of shares of Common Stock outstanding (the “Reported Outstanding Share Number”). If the Company receives a notice from the Holder related to the conversion of this Note or any issuance of shares of Common Stock in connection with this Note at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding Share Number, the Company shall promptly notify the Holder in writing of the number of shares of Common Stock then outstanding and, to the extent that such conversion or issuance of shares of Common Stock would otherwise cause the Holder’s beneficial ownership, as determined pursuant to this Section 7(J)(i), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of shares of Common Stock to be issued pursuant to such notice. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one (1) Trading Day confirm in writing or by electronic mail to the Holder the number of shares of Common Stock outstanding at the close of business on the prior Business Day. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of shares of Common Stock to the Holder upon conversion of, or otherwise pursuant to, this Note results in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Holder's and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not have the power to vote or to transfer the Excess Shares. Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% as specified in such notice; provided that (i) any such increase in the Maximum Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and (ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any Other Holder of Notes that is not an Attribution Party of the Holder. For purposes of clarity, the shares of Common Stock issuable pursuant to the terms of this Note in excess of the Maximum Percentage shall not be deemed to be beneficially owned

by the Holder for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. No prior inability to convert this Note or receive shares pursuant to this Note pursuant to this paragraph shall have any effect on the applicability of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 7(J)(i) to the extent necessary to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial ownership limitation contained in this Section 7(J)(i) or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this Note.

Section 8.

Affirmative and Negative Covenants.

(A)

Stay, Extension and Usury Laws. To the extent that it may lawfully do so, the Company (A) agrees that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law (wherever or whenever enacted or in force) that may affect the covenants or the performance of the Transaction Documents; and (B) expressly waives all benefits or advantages of any such law and agrees that it will not, by resort to any such law, hinder, delay or impede the execution of any power granted to the Holder by the Transaction Documents, but will suffer and permit the execution of every such power as though no such law has been enacted.

(B)

Corporate Existence. Subject to Section 9, the Company will cause to preserve and keep in full force and effect:

(i)

its corporate existence and the corporate existence of its Subsidiaries in accordance with the organizational documents of the Company or its Subsidiaries, as applicable; and

(ii)

the rights (charter and statutory), licenses and franchises of the Company and its Subsidiaries;

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.

(C)

Ranking. All payments due under this Note shall rank pari passu in right of payment with all senior indebtedness of the Company and senior to any Subordinated Indebtedness in right of payment.

(D)

Indebtedness; Amendments to Indebtedness. The Company shall not and shall not permit any Subsidiary to: (a) create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, other than Permitted Indebtedness; (b) prepay any Indebtedness except (i) by the conversion of Indebtedness into equity securities (other than Disqualified Stock), (ii) the payment of cash in lieu of fractional shares in connection with such conversion, (iii) prepayments

of the GEM Mandatory Security, the LamVen Note and the PFG Facility as set forth therein, and, in each case, in accordance with the Intercreditor Agreement, (iv) prepayments with respect to the KORE Facility in the ordinary course of business and (v) prepayments of accounts payable in the ordinary course of business; or (c) amend or modify any documents or notes evidencing any Indebtedness in a manner materially adverse to the Holder without the consent of the Required Holders (it being understood that each of the following actions shall be considered materially adverse to the Holder: (i) any increase in the principal amount of such Indebtedness (other than an increase in Modified LamVen Note not in excess of the cap set forth in clause (E) of the definition of “Permitted Indebtedness”), (ii) any increase in the interest rate applicable to such Indebtedness (other than the institution of any default rate interest applicable thereto), (iii) any shortening of the maturity of such Indebtedness, (iv) any addition of new amortization payments or increase of existing amortization payments of such Indebtedness, (v) any increase in the scope of collateral securing such Indebtedness, (vi) any change to the lien priority or subordination of such Indebtedness or (vii) the inclusion of any new mandatory prepayment that could lead to such Indebtedness becoming due before the Maturity Date of this Note); provided that, notwithstanding the foregoing, the Company shall be permitted to (i) amend the Modified LamVen Note to increase the principal amount thereof to the extent otherwise permitted by the terms of this Note and (ii) make amendments to Indebtedness described in clause (K) of the definition of “Permitted Indebtedness”. The Company shall not and shall not permit any Subsidiary to incur any Indebtedness that would cause a breach or Default under the Notes or prohibit or restrict the performance of any of the Company’s or its Subsidiaries’ obligations under the Notes, including without limitation, the payment of interest and principal thereon.

(E)

Liens. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, permit or suffer to exist any Lien of any kind on any asset now owned or hereafter acquired, except Permitted Liens.

(F)

Investments. The Company shall not directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments; provided that the Company may not make any Investment (including a Permitted Investment) or permit any of its Subsidiaries to make any Investment (including a Permitted Investment) if (i) any Event of Default has occurred hereunder and has not been waived by the Required Holders or (ii) any event or circumstance has occurred and is continuing which, with the giving of notice or passage of time or both, could constitute an Event of Default with respect to Section 10(A)(ii), Section 10(A)(iii), Section 10(A)(iv), Section 10(A)(v), Section 10(A)(vii), Section 10(A)(x), Section 10(A)(xii), Section 10(A)(xiv) or Section 10(A)(xvii).

(G)

Distributions. The Company shall not, and shall not allow any Subsidiary to, (a) repurchase or redeem any class of stock or other Equity Interest other than pursuant to employee, director or consultant repurchase plans or other similar agreements provided under plans approved by the Board of Directors; provided, however, in each case the repurchase or redemption price does not exceed the original consideration paid for such stock or Equity Interest, or (b) declare or pay any cash dividend or make a cash distribution on any class of stock or other Equity Interest, except that a Subsidiary of the Company may pay dividends or make distributions to the Company or a parent company that is a direct or indirect Wholly Owned Subsidiary of the Company, or (c) lend money to any employees, officers or directors (except as permitted under clause (F) of the definition of Permitted Investment), or guarantee the payment of any such loans granted by a third

party in excess of fifty thousand dollars ($50,000) in the aggregate or (d) waive, release or forgive any Indebtedness owed by any employees, officers or directors in excess of fifty thousand dollars ($50,000) in the aggregate. If there are dividends or distributions made by the Company or any Subsidiary (other than a Subsidiary of the Company paying dividends or making distributions to the Company or a parent company that is a direct or indirect Wholly Owned Subsidiary of the Company the assets of which are subject to a Lien in favor of the Holder pursuant to the Security Agreements), within one (1) Business Day following the date on which the Company files an Annual Report on Form 10-K or Quarterly Report on Form 10-Q with the Commission, the Company will provide the Holder with a written notice setting forth the aggregate amount of dividends or distributions made by the Company or any Subsidiary pursuant to this Section 8(G) for the period covered by such Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as applicable. Notwithstanding anything herein to the contrary, the Company shall not, and shall not allow any Subsidiary to, declare or pay any cash dividend or make a cash distribution on any class of stock or other Equity Interest if (A) any Event of Default has occurred hereunder and has not been waived by the Required Holders or (B) any event or circumstance has occurred and is continuing which, with the giving of notice or passage of time or both, could constitute an Event of Default with respect to Section 10(A)(ii), Section 10(A)(iii), Section 10(A)(iv), Section 10(A)(v), Section 10(A)(vii), Section 10(A)(x), Section 10(A)(xii), Section 10(A)(xiv) or Section 10(A)(xvii), other than a Subsidiary of the Company paying dividends or making distributions to the Company or a parent company that is a direct or indirect Wholly Owned Subsidiary of the Company, the assets of which are subject to a Lien in favor of the Holder pursuant to the Security Agreement.

(H)

Transfers. The Company shall not, and shall not allow any Subsidiary to, voluntarily or involuntarily transfer, sell, lease, license, lend or in any other manner convey any equitable, beneficial or legal interest in any material portion of the assets of the Company and its Subsidiaries (taken as a whole), except for Permitted Transfers and Permitted Investments.

(I)

Taxes. Other than with respect to any taxes, fees and charges listed on Schedule 3(ee) to the Securities Purchase Agreement, the Company and its Subsidiaries shall pay when due all taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against the Company and its Subsidiaries or their respective assets or upon their ownership, possession, use, operation or disposition thereof or upon their rents, receipts or earnings arising therefrom. The Company and its Subsidiaries shall file on or before the due date therefor all personal property tax returns. Notwithstanding the foregoing, the Company and its Subsidiaries (i) may contest, in good faith and by appropriate proceedings, taxes for which they maintain adequate reserves therefor in accordance with GAAP and (ii) shall be deemed to have complied with this Section 8(I) in respect of any tax delinquency so long as the Company or any of its Subsidiaries, as applicable, contests, remediates or enters into negotiations with respect to such tax delinquency and establishes adequate reserves therefor in accordance with GAAP, in each case, within ten (10) Business Days after receipt of notice thereof.

(J)

Minimum Liquidity.

(i)

The Company and its Subsidiaries shall have at all times liquidity calculated as unrestricted, unencumbered Cash and Cash Equivalents in one or more deposit accounts owned by the Company or a Guarantor located in the United States and subject to

a Control Agreement entered into in favor of the Collateral Agent (each, a “Controlled Account”) in a minimum amount equal to (A) on or prior to the date of the Collateral Agent’s receipt of the Closing Date Letter of Credit and satisfaction therewith (as determined in the Collateral Agent’s sole discretion), $40,000,000, (B) when the Collateral Agent is in possession of the Closing Date Letter of Credit, $10,000,000 and (C) if the Company or Park Lane request a modification of the Closing Date Letter of Credit pursuant to the terms of Section 22 hereof, at any time prior to the date that the Collateral Agent returns the Closing Date Letter of Credit to the issuer thereof for modification and until the date upon which the Collateral Agent has received the modified Closing Date Letter of Credit, the sum of $10,000,000 plus the full amount of L/C Availability at the time of such request (it being understood and agreed that any amount in excess of $10,000,000 included in the foregoing sum shall be funded by Park Lane and not by the Company or any of its Subsidiaries); provided, that such Control Agreements shall (x) be “holder directed” Control Agreements that do not provide the Company or its Subsidiaries access to the amounts in any such Controlled Accounts and only permit funds to be released from such Controlled Accounts upon the direction of the Collateral Agent and (y) require that all investment elections regarding such Controlled Account shall be made only by the Collateral Agent; provided, further, that at any time when the amounts in such Controlled Accounts exceed the amounts required to be in such Controlled Accounts pursuant to this Note, so long as no Event of Default has occurred that has not been waived, the Collateral Agent shall, promptly upon the Company’s written request (which request may not be made more than two (2) times in any calendar month), remit any excess amount to the Company or the Company’s designee as the Company may direct.

(ii)

On or prior to the first (1st) Business Day of each month (or, if requested by the Holder in its sole discretion, within two (2) Business Days of such request or, if earlier, immediately in the event an Event of Default has occurred as a result of a breach of Section 8(D), Section 8(E), Section 8(F), Section 8(G), Section 8(H), Section 8(J)(i), Section 8(Q), Section 8(W), or Section 8(X)), the Company shall provide to the Holder a certification, in the form attached hereto as Exhibit C, executed on behalf of the Company by the Chief Financial Officer of the Company, certifying whether or not the Company has satisfied the requirements of Section 8(D), Section 8(E), Section 8(F), Section 8(G), Section 8(H), Section 8(J)(i), Section 8(Q), Section 8(W), or Section 8(X) during the immediately preceding calendar month (a “Compliance Certification”). If the Company determines in its sole discretion that such information constitutes material non-public information, then the Company will so indicate in the certification provided pursuant to the preceding sentence and the Company will concurrently disclose such material non-public information on a Current Report on Form 8-K or otherwise.

(K)

Change in Nature of Business. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, engage in any material line of business substantially different from those lines of business conducted by or publicly contemplated to be conducted by the Company and each of its Subsidiaries on the Issue Date or any business substantially related or incidental thereto.

(L)

Maintenance of Properties, Etc. The Company shall maintain and preserve, and the Company shall cause each of its Subsidiaries to maintain and preserve, all of its properties which

are necessary or material (as determined by the Company in good faith) to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and comply at all times in all material respects with the provisions of all leases to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.

(M)

Maintenance of Intellectual Property. The Company will take, and the Company shall cause each of its Subsidiaries to take, all actions necessary or advisable to maintain and preserve all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company or such Subsidiary in each case that are necessary or material (as determined by the Company in good faith) to the conduct of its business in full force and effect.

(N)

Maintenance of Insurance. The Company shall maintain, and the Company shall cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations, in such amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is carried generally in accordance with sound business practice by companies in similar businesses similarly situated.

(O)

Transactions with Affiliates. Neither the Company, nor any of its Subsidiaries, shall enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of any kind) with any affiliate (other than the Company or any of its Wholly Owned Subsidiaries), except transactions for fair consideration and on terms no less favorable to it than would be obtainable in a comparable arm’s length transaction with a Person that is not an affiliate thereof.

(P)

Restricted Issuances. The Company shall not, and shall cause its Subsidiaries not to, directly or indirectly, without the prior written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the Securities Purchase Agreement and the Notes) or (ii) issue any other securities or incur any Indebtedness, in each case, that would cause a breach or Default under the Notes or that by its terms would prohibit or restrict the performance of any of the Company’s or its Subsidiaries’ obligations under the Notes, including, without limitation, the payment of principal thereon.

(Q)

Share Reserve. Upon the issuance of the Note, the Company shall have initially reserved and maintained no fewer than sixty million (60,000,000) shares of its authorized but unissued shares of Common Stock for issuance upon (i) the conversion of the Note, all Other Notes, and, if applicable, the New Note, and (ii) the exercise of any warrants issued pursuant to the Securities Purchase Agreement (the “Required Reserve Amount”). The Holder shall have the sole and absolute discretion to require the Company to increase the Required Reserve Amount at any time and from time to time. Notwithstanding the foregoing, the Required Reserve Amount shall not be decreased at any time, except in connection with a stock combination, reverse stock split, or other similar corporate action resulting in a proportional adjustment to the Company’s outstanding Common Stock. If at any time the number of shares of Common Stock authorized and reserved for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of stockholders to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of

an insufficient number of authorized shares, obtain stockholder approval (if required) of an increase in such authorized number of shares, and voting the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number of authorized shares is sufficient to meet the Required Reserve Amount.

(R)

[Reserved].

(S)

Upon delivery by the Company to the Holder (or receipt by the Company from the Holder) of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall on or prior to 9:00 am, New York City time on the Business Day immediately following such notice delivery date, publicly disclose such material, non-public information on a Form 8-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the Company or any of its Subsidiaries, the Company so shall indicate to the Holder explicitly in writing in such notice (or immediately upon receipt of notice from the Holder, as applicable), and in the absence of any such written indication in such notice (or notification from the Company immediately upon receipt of notice from the Holder), the Holder shall be entitled to presume that information contained in the notice does not constitute material, non-public information relating to the Company or any of its Subsidiaries. Nothing contained in this Section 8(S) shall limit any obligations of the Company, or any rights of the Holder, under the Securities Purchase Agreement.

(T)

The Company acknowledges and agrees that the Holder is not a fiduciary or agent of the Company, the Holder will not have any obligations hereunder except those obligations expressly set forth herein (and in the Securities Purchase Agreement) and the Holder is acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the Note and not as a fiduciary or agent of the Company. The Company agrees that it will not assert any claim against the Holder based on an alleged breach of fiduciary duty by the Holder in connection with the Note. The Company acknowledges that the Holder shall have no obligation to (a) maintain the confidentiality of any information provided by the Company or (b) refrain from trading any securities while in possession of such information in the absence of a written non-disclosure agreement signed by an officer of the Holder that explicitly provides for such confidentiality and trading restrictions. In the absence of such an executed, written non-disclosure agreement, the Company acknowledges that the Holder may freely trade in any securities issued by the Company, may possess and use any information provided by the Company in connection with such trading activity, and may disclose any such information to any third party.

(U)

[Reserved.]

(V)

The Company shall pay when due any and all fees and expenses owed by it under all deposit accounts located in the United States and subject to a Control Agreement entered into in favor of the Collateral Agent.

(W)

(i) On or prior to the date seven (7) days after the Issue Date, the Company shall cause the delivery of the Closing Date Letter of Credit to the Collateral Agent; and (ii) within one Business Day after the date that is 60 days before the end of the then-current term of the Closing Date Letter of Credit, the Company shall request confirmation with the issuer of the Closing Date

Letter of Credit that such issuer does intend to renew or reissue, and not cancel or terminate, the Closing Date Letter of Credit and shall notify the Collateral Agent of such issuer’s response to such request for confirmation.

(X)

The Company shall (i) at all times have either an agreement providing for an “at-the-market” offering within the meaning of Rule 415(a)(4) of the Securities Act (an “ATM Sales Agreement”) pursuant to which the Company may issue and sell shares of Common Stock from time to time or an Equity Line of Credit in place and (ii) ensure that at all times the ATM Program and Equity Line of Credit have available accessible aggregate capacity to generate gross proceeds to the Company of at least thirty million dollars ($30,000,000); provided that if at any time prior to July 1, 2026, the Company cannot satisfy the requirements set forth in the foregoing clauses (i) and (ii), then the Company shall have forty-five (45) days to replace such ATM Sales Agreement or Equity Line of Credit, as applicable.

(Y)

[Reserved.]

(Z)

The Company shall cause this Note and any shares of Common Stock issuable pursuant to this Note to 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” law, on and after the date that is six (6) months following the Issue Date. If this Note is to be transferred, the Holder shall notify the Company and surrender this Note to the Company (or provide the Company an affidavit in a form reasonably acceptable to the Company that this Note was lost, stolen or destroyed), whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Note, registered as the Holder may request.

Section 9.

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:

(A)

the resulting, surviving or transferee Person either (x) is the Company or (y) if not the Company, is a corporation (the “Successor Corporation”) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the Holder, at or before the effective time of such Business Combination Event, a supplement to this instrument) all of the Company’s obligations under the Transaction Documents; and

(B)

immediately after giving effect to such Business Combination Event, 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.

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 10.

Defaults and Remedies

(A)

Events of Default. “Event of Default” means the occurrence of any of the following (whose occurrence, for the avoidance of doubt, may be waived, but may not be cured):

(i)

a default in the payment when due of, the Principal Amount (other than a Partial Redemption Payment), any amount due under Section 4(B), Section 4(C), Section 4(E) or Section 4(F), or the Fundamental Change Repurchase Price under this Note;

(ii)

a default for two (2) Business Days in the payment when due of a Partial Redemption Payment or the interest on this Note;

(iii)

(A) as of the date that is 30 days prior to the expiration date of the initial one-year issuance period or term (or any subsequent issuance period or term) of the Closing Date Letter of Credit (as then in effect, giving effect to any prior renewals, amendments and substitutions permitted hereunder), such Closing Date Letter of Credit has not been renewed and the Company has not caused to be delivered to the Collateral Agent a substitute Letter of Credit issued by a Holder Approved Bank (any such substitute Letter of Credit, upon delivery to the Collateral Agent, becoming the Closing Date Letter of Credit), (B) the Closing Date Letter of Credit (giving effect to any renewals, reissuances or substitutions thereof in accordance with this Note) is for any reason no longer valid or in full force and effect, including because the issuer thereof is insolvent (other than by reason of a complete draw thereon), or has been presented to the issuer thereof in accordance with the terms thereof and of this Note and such issuer has refused or otherwise failed to fund any requested draws thereunder or (C) the issuer of the Closing Date Letter of Credit no longer constitutes a Holder Approved Bank and, not later than (1) if such issuer’s rating by S&P and Moody’s is above BBB/Baa2, thirty (30) days thereafter and (2) if such issuer’s rating by S&P or Moody’s is at any time BBB/Baa2 or lower, the lesser of (a) ten (10) days thereafter or (b) the time remaining in the thirty (30) day period to find a substitute Letter of Credit, the Company has not caused to be delivered to the Collateral Agent a substitute Letter of Credit issued by a Holder Approved Bank (so long as the Collateral Agent has used its commercially reasonable efforts to cooperate with any reasonable requests from the Company in connection with the issuance of such substitute Letter of Credit) (any such substitute Letter of Credit, upon delivery to the Collateral Agent, becoming the Closing Date Letter of Credit); provided that, in the case of this clause (iii), (x) at all times the Collateral Agent shall either be in possession of the Closing Date Letter of Credit or such substitute Letter of Credit, (y) the Collateral Agent shall not be required to return the Closing Date Letter of Credit until it has possession of, and is satisfied with the form of, the original substitute Letter of Credit, and (z) no Default or Event of Default shall be deemed to have occurred directly or indirectly as a result of the Collateral Agent, any Holder, or any Affiliate thereof, notifying the issuer thereof in writing of the termination of the Closing Date Letter of Credit or requesting any issuer thereof to not re-new or re-issue or extend the Closing Date Letter of Credit, in each case without the written consent of the Company and Park Lane;

(iv)

a default in the Company’s obligation to issue shares pursuant to this Note (or any portion of this Note) in accordance with Section 7(C) upon the exercise of the Holder’s right with respect thereto and Section 7(D) upon the exercise of the Company’s right with respect thereto that continues for five (5) Trading Days (other than as a result of failure by the Holder to cooperate in settlement or operation of Section 7(J)(i)); provided that notwithstanding an Event of Default under this Section 10(a)(iv), the Company shall still be required to pay any liquidated damages in accordance with the terms of Section 7;

(v)

a default in the Company’s obligation to timely deliver a Fundamental Change Notice pursuant to Section 6(C) or Cash Sweep Certification in accordance with the requirements of Section 4(C), or Compliance Certification and such default continues for three (3) Business Days, or the delivery of a materially false or materially inaccurate Fundamental Change Notice, Cash Sweep Certification, Company Redemption Notice, Company Conversion Notice or Compliance Certification;

(vi)

any failure to timely deliver an Event of Default Notice or any delivery of a materially false or materially inaccurate certification (including a materially false or materially inaccurate deemed certification) by the Company (A) that the Company Redemption Equity Conditions are satisfied, (B) that the Forced Conversion Equity Conditions are satisfied or (C) as to whether any Event of Default has occurred;

(vii)

a default in any of the Company’s obligations or agreements under this Note, the Warrants (as defined in the Securities Purchase Agreement) or any other Transaction Documents (in each case, other than a default set forth in clauses (i) - (vi), (viii) – (xxi) or (xvi) – (xxi) of this Section 10(A)), or a breach of any representation or warranty in any material respect (other than representations or warranties subject to material adverse effect or materiality qualifications, which may not be breached in any respect) of any Transaction Document; provided, however, that if such default can be cured, then such default shall not be an Event of Default unless the Company has failed to cure such default within fifteen (15) days after its occurrence;

(viii)

any provision of any Transaction Document at any time for any reason (other than pursuant to the express terms thereof) ceases to be valid and binding on or enforceable against the Company or any of its Subsidiaries, or the validity or enforceability thereof is contested, directly or indirectly, by the Company or any of its Subsidiaries, or a proceeding is commenced by the Company or any of its Subsidiaries or any governmental authority having jurisdiction over any of them, seeking to establish the invalidity or unenforceability thereof;

(ix)

the Company fails to comply with any covenant set forth in Section 8(D), Section 8(E), Section 8(F), Section 8(G), Section 8(H), Section 8(J), Section 8(P), Section 8(Q), Section 8(V), Section 8(W) and Section 8(X) of this Note;

(x)

the suspension from trading or failure of the Common Stock to be trading or listed on the Company’s primary Eligible Exchange (measured in terms of trading volume for its Common Stock) on which the Common Stock is traded for a period of three (3) consecutive Trading Days;

(xi)

(i) the failure of the Company or any of its Subsidiaries to pay when due or within any applicable grace period (A) any amount due under the New Note or (B) any Indebtedness (excluding Aircraft (as defined in the Security Agreement) financing Indebtedness incurred pursuant to clause (H) of the definition of Permitted Indebtedness) having an aggregate principal amount in excess of at least two million dollars ($2,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries, whether such Indebtedness exists as of the Issue Date or is thereafter created, and whether such default has been waived for any period of time or is subsequently cured; or (ii) the occurrence of any breach or default under any terms or provisions of (A) the New Note or (B) any other Indebtedness with an aggregate principal amount of at least two million dollars ($2,000,000) (or its foreign currency equivalent) in the aggregate of the Company or any of its Subsidiaries, if the effect of such failure or occurrence is to cause or to permit the holder or holders of any such indebtedness, to cause, the New Note or Indebtedness having an aggregate principal amount in excess of two million dollars ($2,000,000), as applicable, to become or be declared due prior to its stated maturity;

(xii)

one or more final judgments, orders or awards (or any settlement of any litigation or other proceeding that, if breached, could result in a judgment, order or award) for the payment of at least two million dollars ($2,000,000) (or its foreign currency equivalent) in the aggregate (excluding any amounts covered by insurance pursuant to which the insurer has been notified and has not denied coverage), is rendered against the Company or any of its Subsidiaries and remains unsatisfied and (i) enforcement proceedings shall have been commenced by any creditor upon any such judgment, order, award or settlement or (ii) there shall be a period of thirty (30) consecutive Business Days after entry thereof during which (A) a stay of enforcement thereof is not in effect or (B) the same is not vacated, discharged, stayed or bonded pending appeal;

(xiii)

(A) the Company fails to timely file its quarterly reports on Form 10-Q or its annual reports on Form 10-K with the Commission in the manner and within the time periods required by the Exchange Act in a manner that results in the Company failing for any reason to satisfy the requirements of Rule 144(c)(1) under the Securities Act, including, without limitation, the failure to satisfy the current public information requirement under Rule 144(c), (B) the Company withdraws or restates any such quarterly report or annual report previously filed with the Commission or (C) the Company at any time ceases to satisfy the eligibility requirements set forth under Section I.A of the General Instructions to Form S-3;

(xiv)

the Company fails to remove any restrictive legend on any certificate or any shares of Common Stock issued to the Holder pursuant to any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under the Securities Purchase Agreement (including this Note) as and when required by such Securities or the Securities Purchase Agreement, unless otherwise then prohibited by applicable federal securities laws, and, in each case, such default continues for five (5) Trading Days; provided, however, that notwithstanding an Event of Default under this Section 10(a)(xiv), the Company shall still be required to pay any liquidated damages in accordance with the terms of Section 7;

(xv)

[Reserved];

(xvi)

due to the Company’s or any of its Subsidiaries’ action or inaction, any Security Document shall for any reason fail or cease to create a separate valid and perfected, and, except to the extent permitted by the terms hereof or thereof, first priority Lien on the Collateral, in each case, in favor of the Collateral Agent in accordance with the terms thereof, or any material provision of any Security Document shall at any time for any reason cease to be valid and binding on or enforceable against the Company or any of its Subsidiaries or the validity or enforceability thereof shall be contested by any party thereto, or a proceeding shall be commenced by the Company or any of its Subsidiaries or any governmental authority having jurisdiction over the Company or any of its Subsidiaries, seeking to establish the invalidity or unenforceability thereof;

(xvii)

any material tangible damage to, or loss, theft or destruction of, any Collateral (provided that any tangible damage, loss, theft or destruction of the Collateral that reduces the value of such Collateral by five hundred thousand dollars ($500,000) or more shall be deemed to be material), unless insured (which, for the avoidance of doubt, will be deemed to include any asset that is insured except to the extent the Company has received a formal denial of insurance coverage), or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty which causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Company or any Subsidiary, if any such event or circumstance could reasonably be expected to have a Material Adverse Effect (as defined in the Securities Purchase Agreement) and such event or circumstance continues for five (5) days; for clarity, an Event of Default under this Section 10(A)(xvii) will not require any curtailment of revenue;

(xviii)

at any time after the earlier of (A) the ninetieth (90th) day after the Issue Date and (B) the initial effectiveness of the Resale Registration Statement, any shares of Common Stock issuable pursuant to this Note are not Freely Tradable;

(xix)

the Company or any of its Significant Subsidiaries, pursuant to or within the meaning of any Bankruptcy Law, either:

(1)

commences a voluntary case or proceeding;

(2)

consents to the entry of an order for relief against it in an involuntary case or proceeding;

(3)

consents to the appointment of a custodian of it or for any substantial part of its property;

(4)

makes a general assignment for the benefit of its creditors;

(5)

takes any comparable action under any foreign Bankruptcy Law; or

(6)

generally is not paying its debts as they become due;

(xx)

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that either:

(1)

is for relief against Company or any of its Significant Subsidiaries in an involuntary case or proceeding;

(2)

appoints a custodian of the Company or any of its Significant Subsidiaries, or for any substantial part of the property of the Company or any of its Significant Subsidiaries;

(3)

orders the winding up or liquidation of the Company or any of its Significant Subsidiaries; or

(4)

grants any similar relief with respect to the Company or any of its Significant Subsidiaries under any foreign Bankruptcy Law,

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

(xxi)

the Company's stockholders approve any plan for the liquidation or dissolution of the Company.

(B)

Acceleration and Remedies.

(i)

Automatic Acceleration in Certain Circumstances. If an Event of Default set forth in Section 10(A)(xix) or Section 10(A)(xx) occurs with respect to the Company (and not solely with respect to a Significant Subsidiary of the Company), then the then outstanding portion of the Principal Amount of, and all accrued and unpaid interest on, this Note will immediately become due and payable without any further action or notice by any Person.

(ii)

Optional Acceleration. If an Event of Default (other than an Event of Default set forth in Section 10(A)(xix) or Section 10(A)(xx)) occurs and has not been waived by the Holder, then the Holder, by notice to the Company and Park Lane (each such notice, an “Event of Default Redemption Notice”), may declare this Note (or any portion thereof) to become due and payable on the Business Day immediately following the date of such notice for cash in an amount equal to the Event of Default Acceleration Amount.

(iii)

Notwithstanding anything herein to the contrary, solely to the extent that any Event of Default shall have occurred that has not been waived and the Holder has not received the payment in full of the Event of Default Acceleration Amount pursuant to an Event of Default Redemption Notice nor has Park Lane purchased this Note in whole pursuant to the terms of Section 10(B)(iv), the Holder may direct the Collateral Agent to (I) (x) if on or after the third Business Day after delivery of an Event of Default Redemption Notice (other than in connection with an Event of Default occurring under Section 10(A)(iii), for which no such three (3) Business Days’ period shall be required) the Holder has neither received from the Company the Event of Default Acceleration Amount nor has the Holder received from Park Lane a Notice of Purchase pursuant to the terms of Section 10(B)(iv)

prior to such third Business Day, or (y) if Park Lane has delivered to the Holder a Notice of Purchase pursuant Section 10(B)(iv) prior to the date that is three (3) Business Days after delivery of an Event of Default Redemption Notice (other than in connection with an Event of Default occurring under Section 10(A)(iii), for which no such three (3) Business Days’ period shall be required) and Park Lane has not consummated the purchase of this Note on or prior to the date that is five (5) Business Days after the delivery of the Event of Default Redemption Notice, draw on the Closing Date Letter of Credit up to the remaining L/C Availability thereunder, solely in order to apply, and the Company hereby authorizes and directs the Collateral Agent to apply, and Collateral Agent shall apply, such amounts drawn in respect of the Closing Date Letter of Credit to any amount then due and payable by the Company of the Event of Default Acceleration Amount pursuant to such Event of Default Redemption Notice and all costs and expenses set forth in Section 20 hereof in connection with the enforcement of, this Note, all without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Company, and (II) exercise any and all rights and remedies provided to Collateral Agent or the Holder under this Note or any Security Document and/or at law or equity, including any and all rights and remedies available under the UCC, if applicable. Notwithstanding anything to the contrary in this Note or the other Transaction Documents, any amounts received by or on behalf of the Holder or the Collateral Agent in connection with any exercise of remedies in connection herewith, shall be applied to the amounts outstanding under this Note and reduce the amount of the obligations hereunder, and any such amounts in excess of the obligations hereunder shall be paid to the Company or its designee.

(iv)

Notwithstanding anything herein to the contrary, (x) after the Holder has delivered an Event of Default Redemption Notice and prior to the date three (3) Business Days thereafter and so long as the Holder has not received the payment in full of the Event of Default Acceleration Amount pursuant to such Event of Default Redemption Notice on or prior to such date, Park Lane may deliver a written notice to the Holder (a “Notice of Purchase”) indicating Park Lane’s intent to purchase any remaining portion of this Note in whole, but not in part, on a date, to be specified in such Notice of Purchase, no later than the fifth Business Day after the applicable Event of Default Redemption Notice was given, and (y) after delivery of a Notice of Purchase, Park Lane may effect such purchase by paying Holder in accordance with the terms of the applicable Event of Default Redemption Notice, on the date specified in the Notice of Purchase, cash in an amount equal to any unpaid Event of Default Acceleration Amount as of such date of determination; and Company hereby consents to such transfer. Park Lane shall be a third party beneficiary of this paragraph.

(C)

Notice of Events of Default. Promptly, but in no event later than one (1) Business Day after an Event of Default, the Company will provide written notice of such Event of Default to the Holder (an “Event of Default Notice”), which Event of Default Notice shall include (i) a reasonable description of the applicable Event of Default, (ii) the date on which the Event of Default occurred and (iii) 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.

(D)

Default Interest. If an Event of Default occurs, then in each case, to the extent lawful, interest (“Default Interest”) will automatically accrue on the Principal Amount outstanding as of the date of such Event of Default at a rate per annum equal to fifteen percent

(15.00%), from, and including, the date of such Event of Default to, but excluding, the date such Event of Default is waived and all outstanding Default Interest under this Note has been paid. Default Interest hereunder will be computed on the basis of a 360-day year comprised of twelve 30-day months and will be payable in arrears on the earlier of (i) the first day of each calendar month, (ii) the date such Event of Default is waived, (iii) the date on which any portion of the outstanding Principal Amount of this Note is reduced or otherwise retired (including, for the avoidance of doubt, a Fundamental Change Repurchase Date, Conversion Settlement Date, Partial Redemption Date or any date that an Event of Default Acceleration Amount or Cash Sweep Payment is paid by the Company to the Holder), and (iv) the Maturity Date.

Section 11.

Ranking.

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

Section 12.

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 13.

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.

[ ]

Attention: [ ]

Email address: [ ]

With copies to:

[ ]

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 14.

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 15.

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 16.

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 17.

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 18.

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 19.

Submission to Jurisdiction.

The Company (A) 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; (B) waives, to the fullest extent permitted by applicable law, (i) any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding; and (ii) 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 (C) submits to the nonexclusive jurisdiction of such court in any such suit, action or proceeding.

Section 20.

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 21.

Electronic Execution.

The words “execution,” “signed,” “signature,” and words of similar import in the 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 22.

Letter of Credit Reductions and 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, (a) upon the written request of the Company or Park Lane from time to time (which requests shall not (x) be made more than three (3) times during the term of this Note and (y) be made more frequently than monthly), if the then-outstanding face amount of the Closing Date Letter of Credit shall exceed the L/C Availability then in effect, the Collateral Agent shall (i) duly and promptly instruct the issuer of the Closing Date Letter of Credit to reduce the outstanding face amount of the Closing Date Letter of Credit to an amount equal to the L/C Availability then in effect and (ii) perform such acts, and deliver such documents, as are reasonably required by the issuer of the Closing Date Letter of Credit in order to effect such reduction, including without limitation, delivering the original copies of the Closing Date Letter of Credit via express overnight mail to the issuer; provided that, as condition to delivering such original copies of the Closing Date Letter of Credit to the issuer, Park Lane shall have provided the Collateral Agent with cash collateral in the amount of the L/C Availability then in effect, which cash collateral shall be deposited in a Controlled Account satisfying the requirements of Section 8(J)(i) or furnished by another method reasonably satisfactory to the Collateral Agent, provided, further, that the Collateral Agent shall release such cash collateral promptly after the Closing Date Letter of Credit (as so modified) is in possession of the Collateral Agent and (b) 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 2028

Subject to the terms of this Note, by executing and delivering this Holder Conversion Notice, the undersigned Holder of this Note directs the Company to convert the following Principal Amount of this 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 (1) an effective registration statement or (2) 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 2028

By executing and delivering this Company Conversion Notice, the Company hereby notifies the Holder of 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 2028, issued November 12, 2025 (the “Note”), issued by the Company to [ ], that:

the Company satisfied the requirements of Section 8(D) of the Note during the calendar month ended [  ];

ii.

the Company satisfied the requirements of Section 8(E) of the Note during the calendar month ended [  ];

iii.

the Company satisfied the requirements of Section 8(F) of the Note during the calendar month ended [  ];

iv.

the Company satisfied the requirements of Section 8(G) of the Note during the calendar month ended [  ];

the Company satisfied the requirements of Section 8(H) of the Note during the calendar month ended [  ];

vi.

the Company satisfied the requirements of Section 8(J)(i) of the Note during the calendar month ended [  ];

vii.

the Company satisfied the requirements of Section 8(Q) of the Note during the calendar month ended [  ];

viii.

the Company satisfied the requirements of Section 8(W) of the Note during the calendar month ended [  ]; and

ix.

the Company satisfied the requirements of Section 8(X) of the Note during the calendar month ended [  ].

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

     SURF AIR MOBILITY INC.

By:

     Name:

    

     Title:

    

Date: __________________

Exhibit 10.5

FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT

FIRST AMENDMENT (this “Amendment”) dated as of November 12, 2025 (the “First Amendment Effective Date”), to that certain Reimbursement Agreement, dated as of November 14, 204 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Original Reimbursement Agreement” and the Original Reimbursement Agreement, as amended by this Amendment, the “Amended Reimbursement Agreement”), by and among, inter alios, Surf Air Mobility Inc., a Delaware corporation (the “Company”), the other Obligors party thereto from time to time and Park Lane Investments LLC, as procurer of certain credit support for the benefit of the Company (with its successors, the “Credit Provider”), by and among the Company, the Credit Provider and the other Obligors party hereto. Capitalized terms used but not defined herein are used as defined in the Amended Reimbursement Agreement.

RECITALS:

WHEREAS, the Company has requested, and the Credit Provider is willing to make, certain amendments to the provisions of the Original Reimbursement Agreement, as further set forth in the Amended Reimbursement Agreement.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. Certain Amendments.

(a)

Upon the First Amendment Effective Date, the Original Reimbursement Agreement (excluding all schedules and exhibits, which shall remain in the form most recently delivered) is hereby amended to delete the red or green stricken text (indicated textually in the same manner as the following examples: stricken text and stricken text) and to add the blue or green double-underlined text (indicated textually in the same manner as the following examples: double-underlined text and double-underlined text), as set forth in the marked copy of the Amended Reimbursement Agreement attached as Annex I hereto.

(b)

Schedule 5.2(b) to the Original Reimbursement Agreement is hereby amended to incorporate the changes reflected in Annex II hereto such that immediately upon the occurrence of the First Amendment Effective Date Schedule 5.2(b) to the Amended Reimbursement Agreement shall read as set forth in Annex II hereto.

Section 2. Conditions to Effectiveness of Amendment. This Amendment shall become effective as of the First Amendment Effective Date when:

(a)

this Amendment shall have been executed and delivered by the Company, the other Obligors, and the Credit Provider;

(b)

a certificate relating to each Obligor, dated as of the First Amendment Effective Date, which shall (A) certify the resolutions of its board of directors, members or other body authorizing the execution, delivery and performance of this Amendment, (B) identify by name and title and bear the signatures of the officers of such Obligor (or other authorized signatory) authorized to sign this Amendment, (C) contain appropriate attachments, including the Organizational Documents of each Obligor certified, if applicable, by the relevant authority of the

jurisdiction of organization of such Obligor, and (D) attach a good standing certificate (to the extent such concept exists) for each Obligor from its jurisdiction of organization;

(c)

a written opinion (addressed to the Credit Provider and dated as of the First Amendment Effective Date) of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Obligors as to such matters with respect to this Amendment and the Reimbursement Documents and in form and substance reasonably satisfactory to the Credit Provider. The Borrower hereby requests such counsel to deliver such opinion;

(d)

to the extent invoiced prior to the First Amendment Effective Date, all reasonable, documented out-of-pocket expenses and all invoiced fees and expenses of counsel to the Credit Provider shall have been paid or reimbursed, on or prior to the First Amendment Effective Date; and

(e)

each of the representations and warranties made by the Company and each of the other Obligors contained in Article III of the Amended Reimbursement Agreement and in each other Reimbursement Document shall be true and correct in all material respects on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or by a reference to a Material Adverse Effect in the text thereof; provided further that all references in the representations set forth in Article III of the Original Reimbursement Agreement to “Reimbursement Documents” shall be deemed to be references to this Amendment and the other Reimbursement Documents (including the Original Reimbursement Agreement) as amended by this Amendment.

Section 3. Representations and Warranties. By its execution of this Amendment, each Obligor hereby represents and warrants that:

(a)

this Amendment has been duly executed and delivered by such Obligor and constitutes a legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally or by general equitable principles relating to enforceability;

(b)

the execution, delivery and performance of this Amendment and the other documents executed in connection herewith (i) have been duly authorized by all requisite corporate or other organizational and, if required, stockholder or member action of such Obligor and (ii) will not (x) violate any provision of (1) any requirement of law which would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (2) the certificate or articles of incorporation, bylaws or other constitutive documents of such Obligor, (y) conflict with or result in any breach or contravention of any document evidencing any contractual obligation to which such Obligor is a party or any order, injunction, writ or decree of any Governmental Authority to which such Obligor or its property is subject which would reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect or (z) result in the creation of any Lien;

(c)

each of the representations and warranties made by such Obligor contained in Article III of the Amended Reimbursement Agreement and each other Reimbursement Document to which such Obligor is party are true and correct in all material respects on and as of the First

Amendment Effective Date with the same effect as though made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or by a reference to a Material Adverse Effect in the text thereof; provided further that all references in the representations set forth in Article III of the Original Reimbursement Agreement to “Reimbursement Documents” shall be deemed to be references to this Amendment and the other Reimbursement Documents (including the Original Reimbursement Agreement) as amended by this Amendment; and

(d)

no Default or Event of Default has occurred and is continuing.

Section 4. Certain Acknowledgements.

(a)

Each Obligor hereby expressly acknowledges and consents to the terms of this Amendment and reaffirms, as of the date hereof, the covenants and agreements contained in each Reimbursement Document to which it is a party, including, in each case, such covenants and agreements as in effect immediately after giving effect to this Amendment and the transactions contemplated hereby.

(b)

After giving effect to this Amendment, neither the modification of the Original Reimbursement Agreement effected pursuant to this Amendment nor the execution, delivery, performance or effectiveness of this Amendment:

(i)

impairs the validity, effectiveness or priority of the Liens granted pursuant to any Reimbursement Document; it being understood that such Liens continue unimpaired with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred; or

(ii)

requires that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

(c)

Each Obligor hereby (i) acknowledges and agrees that the Security Agreement and each of the other Reimbursement Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall not be impaired or limited by the execution or effectiveness of this Amendment and (ii) acknowledges and agrees that it will continue to guarantee, to the fullest extent possible in accordance with the Reimbursement Documents, the payment and performance of all Obligations under each of the Reimbursement Documents to which it is a party (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment).

(d)

Each Obligor hereby (i) confirms that the Security Agreement and all Collateral encumbered thereby will continue to secure, to the fullest extent possible in accordance with the Security Agreement, the payment and performance of the Obligations (including all such Obligations as amended, reaffirmed and/or increased pursuant to this Amendment), including without limitation the payment and performance of all such applicable Obligations that are joint and several obligations of each Obligor now or hereafter existing, in each case pursuant to the terms of the Security Agreement and (ii) confirms its respective pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of the Security Agreement.

Section 5. Amendment, Modifications and Waiver. This Amendment may not be amended, modified or waived except in accordance with Section 7.1 of the Original Reimbursement Agreement.

Section 6. Miscellaneous.

(a)

Entire Agreement. This Amendment, the Amended Reimbursement Agreement and the other Reimbursement Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Amended Reimbursement Agreement, nor alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Amended Reimbursement Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. It is understood and agreed that each reference in each Reimbursement Document to the Amended Reimbursement Agreement, whether direct or indirect, shall hereafter be deemed to be a reference to the Amended Reimbursement Agreement as amended hereby and that this Amendment is a Reimbursement Document.

(b)

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

(c)

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(d)

Counterparts. This Amendment may be executed in one or more counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which together shall constitute a single contract. Delivery by facsimile or electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment. The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include electronic signatures, which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic

Transactions Act. The provisions of Section 7.7 of the Original Reimbursement Agreement are hereby incorporated by reference.

(e)

Ratification. This Amendment is limited to the matters specified herein and shall not constitute acceptance or waiver, or, to the extent not expressly set forth herein, an amendment or modification, of any other provision of the Original Reimbursement Agreement or any other Reimbursement Document. Nothing herein contained is intended to constitute a substitution or novation of the obligations outstanding under the Original Reimbursement Agreement or any other Reimbursement Document or instruments securing the same, which shall remain in full force and effect as modified hereby or by instruments executed concurrently herewith, and each of the parties hereto acknowledges and agrees that the terms of this Amendment constitute an amendment of the terms of pre-existing indebtedness and the related agreement, as evidenced by the Amended Reimbursement Agreement.

[Signature pages to follow]

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first written above.

COMPANY:

SURF AIR MOBILITY INC.

By: Name:

Title:

OTHER OBLIGORS:

[ ]

By: Name:

Title:

PARK LANE INVESTMENTS LLC,

as the Credit Provider

By: ____________________________

Name:

Title:

ANNEX I

Amended Reimbursement Agreement

[See attached.]

Execution Version Conformed for First Amendment, dated November 12, 2025

REIMBURSEMENT AGREEMENT

dated as of November 14, 2024 between

SURF AIR MOBILITY INC.,

as the Company,

the other Obligors party hereto, and

PARK LANE INVESTMENTS LLC,

as the Credit Provider

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS 1

Section 1.1 Definitions 1

Section 1.2 Terms Generally 5

ARTICLE II LETTERS OF CREDIT 6

Section 2.1 Letters of Credit 6

Section 2.2 Reimbursement and Indemnity 6

Section 2.3 Fees, Costs and Expenses 7

Section 2.4 Cash Deposit 7

Section 2.5 Payments and Computations 7

ARTICLE III REPRESENTATIONS AND WARRANTIES 8

Section 3.1 Representations and Warranties of the Company 8

ARTICLE IV GUARANTY 9

Section 4.1 Guaranty 9

Section 4.2 Guaranty Absolute 9

Section 4.3 Reinstatement 10

Section 4.4 Acceleration 10

Section 4.5 Reorganization 10

ARTICLE V COVENANTS 10

Section 5.1 Affirmative Covenants of the Company 10

Section 5.2 Negative Covenants of the Company 13

ARTICLE VI EVENTS OF DEFAULT; CASH DOMINION 15

Section 6.1 Events of Default 15

ARTICLE VII MISCELLANEOUS 16

Section 7.1 Amendments and Waivers 16

Section 7.2 Notices 16

Section 7.3 Set-off 17

Section 7.4 Successors and Assigns 17

Section 7.5 Costs, Expenses and Taxes 17

Section 7.6 Governing Law 18

Section 7.7 Counterparts; Effectiveness 18

SECTION 7.8 WAIVER OF JURY TRIAL 18

Section 7.9 Subordination 18

Section 7.10 Confidentiality 18

REIMBURSEMENT AGREEMENT, dated as of November 14, 2024 (the “Agreement”) by and among Surf Air Mobility Inc., a Delaware corporation (the “Company”), the Subsidiaries of the Company listed on Schedule I hereto, (collectively, together with the Company and any Additional Guarantors, the “Obligors”) and Park Lane Investments LLC, as procurer of certain credit support for the benefit of the Company (with its successors, the “Credit Provider”). The Obligors and the Credit Provider are sometimes referred to herein collectively as the “Parties” and individually as a “Party”.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below.

“Account Control Agreement” shall mean a deposit account control agreement or securities account control agreement, as applicable, in form and substance satisfactory to the Credit Provider in its sole discretion executed by the applicable Obligor and the depositary or other financial institution maintaining a deposit account or securities account (in each case, other than an Excluded Account) for an Obligor, in favor of the Credit Provider and meeting the requirements set forth in Section 5.1(o).

“Affiliate” means, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

“Agreement” has the meaning provided for in the Preamble.

“Aircraft Related Assets” means aircraft, aircraft components, engines and related equipment and other assets.

“Aircraft Related Financing” means purchase money Debt or Debt consisting of finance leases the proceeds of which are used to finance the acquisition of Aircraft Related Assets.

“Business Day” means any day other than a Saturday, Sunday or other day on which banks in New York, New York are authorized or required by law to close.

“Cash Dominion Period” shall mean the period commencing upon the occurrence of a Liquidity Shortfall or an Event of Default, and ending when the aggregate amount of the Obligors’ unrestricted cash has exceeded $20,000,000 for 20 consecutive Business Days, and no Event of Default continues to exist.

“Change of Control” means any event, transaction, or occurrence as a result of which any “person” (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than (i) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or (ii) the Credit Provider or any Affiliate thereof, is or becomes a beneficial owner (within the meaning Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company, representing thirty-five percent (35%) or more of the combined voting power of the Company’s then outstanding securities in a single transaction or a series of related transactions.

“Code” means the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and rulings issued thereunder.

“Collateral” means, collectively, all of the real, personal and mixed property in which liens are purported to be granted pursuant to the Reimbursement Documents as security for the Obligations.

“Company” has the meaning provided in the Preamble.

“Comvest Credit Agreement” means that certain Credit Agreement, dated as of the date hereof, among the Company, CCP Agency, LLC, as agent, and the lenders parties thereto, as the same may be amended, restated, refinanced, replaced, supplemented or otherwise modified from time to time.

“Confidential Information” means information that any Obligor furnishes to the Credit Provider pursuant to any Reimbursement Document concerning the Obligors and their business, operations, assets and existing and contemplated business plans, but does not include any such information once such information has become, or if such information is, generally available to the public other than through a breach of the confidentiality provisions of this Agreement or other applicable confidentiality provisions.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Debt” of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services,

(c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of such Person as lessee under leases that have been or should be, in accordance with GAAP, recorded as capital leases or finance leases, (f) all obligations, contingent or otherwise, of such Person in respect of acceptances, letters of credit or similar extensions of credit, (g) all obligations of such Person in respect of hedging arrangements, (h) all Debt of others referred to in clauses (a) through (g) above or clause (i) below guaranteed directly or indirectly in any manner by such Person, or in effect guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Debt or to advance or supply funds for the payment or purchase of such Debt, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Debt or to assure the holder of such Debt against loss, (3) to supply funds to or in any other manner invest in the debtor (including any agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss, and (i) all Debt referred to in clauses (a) through (h) above secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Debt.

“Default” means any event, occurrence or condition which is, or upon notice, lapse of time, or both, would constitute an Event of Default.

“Designated Facilities” means, collectively, (1) that certain Credit Agreement, dated as of even date herewith, among the Company, CCP Agency, LLC, as administrative agent and the lenders parties thereto from time to time,the High Trail Senior Note, (2) this Agreement, (3) that certain Secured Promissory Note, dated as of even date herewith, among the Company, the other Obligors, and LamVen LLC as lender, and (4) that certain Convertible Note Purchase Agreement, dated as of June 21, 2023 and amended as of even date herewith, among the Company, the other Obligors, and Partners For Growth V,

L.P. as lender., in each case as amended, modified, or replaced from time to time. For the avoidance of doubt, the Secured Promissory Note identified in clause (3) has been modified and assigned on and prior to the First Amendment Effective Date, and as of the First Amendment Effective Date comprises (x) that certain Secured Promissory Note, dated as of even date herewith (and thereafter modified), among the

Company, the other Obligors, and LamVen LLC as lender, and (y) that certain Secured Promissory Note, dated as of even date herewith (and thereafter modified and assigned), among the Company, the other Obligors, and HT Investments MA LLC as lender.

“Dollars” or “$” or “USD” means the lawful money of the United States.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Event of Default” means each of the events specified in Section 6.1(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to

time.

“Excluded Account” shall mean (i) any deposit account or securities account of any Obligor exclusively used for all or any of the following purposes: payroll, employee wages and benefits, withholding taxes or compliance with legal requirements, to the extent such legal requirements prohibit the granting of a Lien thereon, and (ii) deposit accounts of any Obligor with an average daily balance of unrestricted cash or cash equivalents in any month which does not exceed more than $10,000 at any time for any single account or $100,000 for all such accounts in the aggregate.

“Excluded Subsidiary” means any direct or indirect Subsidiary of the Company to the extent that such Subsidiary is prohibited from providing a guarantee in respect of the Guaranteed Obligations by restrictions in (i) applicable law, rule or regulation or which would require governmental authorization, unless such governmental authorization has been received or (ii) applicable Organizational Documents of such Subsidiary, or contractual obligations binding on such Subsidiaries, in each case as in effect on the date hereof and not entered into in contemplation of this Agreement.

“Financial Officer” of any Person means the chief executive officer, president, chief financial officer, any vice president, controller, assistant controller, treasurer or any assistant treasurer of such Person.

“First Amendment” means that certain First Amendment to Reimbursement Agreement, dated as of November 12, 2025, by and among the Company, the Obligors and Park Lane Investments LLC.

“First Amendment Effective Date” means November 12, 2025.

“GAAP” means U.S. generally accepted accounting principles, applied on a consistent

basis.

“GEM Equity Purchase Facility” means the Second Amended and Restated Share Purchase Agreement, dated as of February 8, 2023, by and among the purchasers and the Obligors party thereto.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative,

judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“High Trail Senior Note” means that certain Senior Secured Convertible Note due 2028, dated as of the First Amendment Effective Date, made by the Company in favor of High Trail Special Situations LLC, as the same may be amended, restated, refinanced, replaced, supplemented or otherwise modified from time to time.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of equity interests or debt or other securities of another Person, (b) a loan, advance or capital contribution to, guarantee or assumption of Debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person or (c) the purchase or other acquisition (in one transaction or a series of transactions) of all or substantially all of the property and assets or business of another Person or assets constituting a business unit, line of business or division of such Person. For purposes of covenant compliance, the amount of any Investment at any time shall be the amount actually invested (measured at the time made), without adjustment for subsequent increases or decreases in the value of such Investment, less any returns in respect of such Investment (not to exceed the original amount invested).

“International Trade Laws” means all applicable (a) export controls, import controls and customs, antiboycott, and economic or financial sanctions laws and regulations of the United States, including, but not limited to, sanctions laws administered and enforced by the Office of Foreign Assets Control; the United States Export Administration Act of 1979, as amended, the Export Control Reform Act of 2018, and implementing Export Administration Regulations; the Arms Export Control Act and implementing International Traffic in Arms Regulations; the anti-boycott regulations, guidelines, and reporting requirements under the Export Administration Regulations and Section 999 of the Code; U.S. customs laws enforced by U.S. Customs and Border Protection; and other potentially applicable regulations administered by the U.S. Department of Energy, U.S. Department of Commerce, and U.S. Nuclear Regulatory Commission; and (b) and any similar Laws in any other jurisdiction in which the Company or any of its Subsidiaries, or their respective agents and representatives when acting on behalf of the Company or any of its Subsidiaries, conduct business.

“LC Disbursement” means a payment or disbursement made by the Credit Provider with respect to a Letter of Credit under any agreement between the Credit Provider (or its Affiliates) and the LC Issuer of any Letter of Credit.

“LC Issuer” means the issuer of any Letter of Credit, or any Affiliate thereof.

“Letter of Credit” means any letter of credit, procured or arranged by the Credit Provider, for which the beneficiary is (i) athe holder (at the time such letter of credit is procured, arranged or issued) of Debt of the Company or any Subsidiary thereof under the Comvest Credit AgreementSenior Facilities, or (ii) an Affiliate of any such holder described in the foregoing clause (i); including, without limitation, that certain Irrevocable Standby Documentary Credit No. SDCMTN585910 issued by HSBC BANK USA, N.A. in favor of CCP AGENCY, LLC, as the same may be renewed or, extended, assigned and/or amended from time to time. (including without limitation the amendments and assignment dated on or around the First Amendment Effective Date, pursuant to which, among other things, such letter of credit is being assigned to High Trail Special Situations LLC as beneficiary).

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Material Adverse Effect” means a material adverse effect on (a) the business, condition (financial or otherwise), operations, performance or properties of the Borrower or of the Obligors, taken as

a whole, or (b) the ability of the Borrower or of the Obligors, taken as a whole, to perform its obligations under any Reimbursement Document to which it is a party.

“Material Debt” means any Debt with an aggregate principal amount in excess of

$500,000, which in any event shall exclude any Aircraft Related Financing.

“Obligations” means all obligations (including the Reimbursement Obligations), debts, principal, interest (including any interest that accrues after the commencement of an Insolvency Proceeding, regardless of whether allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), premiums, liabilities, obligations (including indemnification obligations), fees, charges, costs, expenses (including any portion thereof that accrues after the commencement of an Insolvency Proceeding, whether or not allowed or allowable in whole or in part as a claim in any such Insolvency Proceeding), guaranties, covenants, and duties of any kind and description incurred and outstanding by the Company, the other Obligors or any of its or their subsidiaries to the Credit Provider pursuant to or evidenced by the Reimbursement Documents, and irrespective of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all interest not paid when due and all expenses that the Company or any Obligor is required to pay or reimburse by the Reimbursement Documents, by law, or otherwise. Any reference in this Agreement or in the other Reimbursement Documents to the Obligations shall include all extensions, modifications, renewals, or alterations thereof, both prior and subsequent to any Insolvency Proceeding.

“Obligor” has the meaning provided for in the Preamble.

“Organizational Documents” means articles of incorporation and bylaws or other governing documents of any Person (and any amendments to the same).

“Parties” has the meaning provided in the Preamble. “Permitted Liens” means the following:

(i)

Liens for taxes not yet payable;

(ii)

Liens of materialmen, mechanics, warehousemen, carriers, or other similar liens arising in the ordinary course of business and securing obligations which are not delinquent;

(iii)

Liens of carriers, warehouseman, suppliers, or other Persons that are possessory in nature arising in the ordinary course of business so long as such Liens attach only to inventory, securing liabilities in an aggregate amount not to exceed $100,000 and which are not delinquent or remain payable without penalty or which are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto;

(iv)

Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other like obligations incurred in the ordinary course of business (other than Liens imposed by ERISA);

(v)

Liens in favor of customs and revenue authorities which secure payment of customs duties in connection with the importation of goods;

(vi)

Liens on Aircraft Related Assets securing Aircraft Related Financings incurred in the ordinary course of business; and

(vii)

Liens securing the obligations enumerated in items 1 through 3 of Schedule 5.2(b)Designated Facilities and subject to the Subordination Agreement.

“Person” means any natural person or any corporation, limited liability company, business trust, joint venture, joint stock company, trust, association, company, partnership, Governmental Authority or other entity.

“Preamble” means the introductory paragraph of this Agreement.

“Reimbursement Documents” means this Agreement, the Security Agreement, the Account Control Agreements and any other agreement, instrument, certificate or document entered into by the Company or any Subsidiary thereof in connection with the foregoing.

“Reimbursement Obligations” means the Company’s obligations under Section 2.2 to reimburse LC Disbursements.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the direct and indirect equityholders, partners, directors, officers, employees, agents, co-agents, sub-agents, consultants, attorneys, trustees, administrators, managers, advisors and representatives of such Person and of such Person’s Affiliates.

“Requirements of Law” means, as to any person, collectively, any and all applicable requirements of any Governmental Authority including any and all laws, judgments, orders, executive orders, decrees, ordinances, rules, regulations, statutes or case law.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interest of the Company or any Subsidiary thereof, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interest, or on account of any return of capital to the Company’s or any such Subsidiary’s stockholders, partners or members (or the equivalent Person thereof).

“Sanctioned Jurisdiction” means a country or territory that is, or since April 24, 2019, has been, the subject or target of comprehensive U.S. sanctions (as of the date of this Agreement, Cuba; Iran; North Korea; Syria; and the Crimea, so-called Donetsk People’s Republic, and so-called Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” means any Person that is the subject or target of sanctions or restrictions under International Trade Laws, including: (a) any Person identified on any applicable U.S. or non-U.S. sanctions- or export-related restricted party list, including but not limited to the Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List, and Foreign Sanctions Evaders List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control; the Denied Persons, Unverified, or Entity Lists, maintained by the U.S. Department of Commerce’s Bureau of Industry and Security; the Debarred List or non-proliferation sanctions lists maintained by the U.S. State Department’s Directorate of Defense Trade Controls; the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions, maintained by the European Union; the Consolidated List of Assets Freeze Targets, maintained by His Majesty’s Treasury (U.K.); the United Nations Security Council Consolidated List, maintained by the UN Security Council Committee; or any other similar list maintained by any other Governmental Authority having jurisdiction over the Agreement; and (b) any Person that is, in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clause (a) so as to subject the Person to sanctions; or (c) any Person that is organized, resident, or located in a Sanctioned Jurisdiction.

“Security Agreement” means that certain Security Agreement, dated as of November 14, 2024, by and among, the Company, the other grantors party thereto from time to time, Park Lane Investments LLC, as secured party and Park Lane Investments LLC, as collateral agent, as amended and

restated on the First Amendment Effective Date and as further amended, restated, amended and restated, modified or supplemented from time to time.

“Senior Facilities” means, collectively, the Comvest Credit Agreement and the High Trail

Senior Note.

“Subordination Agreement” means that certain Subordination and Intercreditor Agreement, dated as of November 14, 2024, by and among, CCP Agency, LLC, in its capacity as Tier 1 Agent (as defined therein), Park Lane Investments LLC, in its capacity as Tier 2 Agent (as defined therein), LamVen LLC, in its capacity as Tier 3 Agent (as defined therein), LamVen LLC, in its capacity as Tier 4 Agent (as defined therein) and Partners For Growth V, L.P, as amended and restated on the First Amendment Effective Date (joining High Trail Special Situations LLC as party thereto) and as further amended, restated, amended and restated, modified or supplemented from time to time.

“Subsidiary” means, with respect to any person, any corporation or other entity of which more than 50% of (i) the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether or not at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) or (ii) other equity interest comparable to that described in the preceding clause (i) is at the time directly or indirectly owned by such person, by such person and one or more other Subsidiaries, or by one or more other Subsidiaries.

Section 1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall refer to such law or regulation as amended, modified or supplemented from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time.

ARTICLE II

LETTERS OF CREDIT

Section 2.1 Letters of Credit

(a)

General. In reliance on the terms and conditions set forth herein, the Credit Provider may (but is not obligated hereunder to) procure the issuance of one or more Letters of Credit. The Company hereby acknowledges that the issuance of such Letters of Credit is at the Company’s request and that the Credit Provider would not procure the issuance of such Letters of Credit if the Company, and its Subsidiaries party hereto, were not to enter into this Agreement.

(b)

Legal Opinion. As a condition to the Credit Provider procuring one or more of the Letters of Credit hereunder, the Credit Provider shall have received, on or prior to the date hereof, the favorable written opinions of Orrick, Herrington & Sutcliffe LLP, counsel for the Obligors, and on or prior to the First Amendment Effective Date, the favorable written opinions of Cleary Gottlieb Steen & Hamilton

LLP, counsel for the Obligors, in each case with respect to the Reimbursement Documents and the transactions contemplated thereby, and Company has requested that such opinionopinions be rendered.

Section 2.2 Reimbursement and Indemnity.

(a)

If the Credit Provider shall make any LC Disbursement in respect of a Letter of Credit, the Company shall reimburse the Credit Provider in full not later than 3:00 p.m. (New York time) on the first (1st) Business Day immediately following receipt of written notice of such LC Disbursement.

(b)

If the Credit Provider shall make any LC Disbursement, then, unless the Company shall reimburse such LC Disbursement in full on the date it is notified in writing that such LC Disbursement is made, the unpaid principal amount of such LC Disbursement shall bear interest and be payable on demand, for each day from and including the date such LC Disbursement is made to but excluding the date that Company reimburses such LC Disbursement in full, at a rate per annum on the unpaid principal amount equal to fifteen percent (15%) per annum (the “Compensation Rate”; provided, that upon the occurrence and during the continuation of any Event of Default, the Compensation Rate shall increase by an additional four percent (4%) per annum).

(c)

The Reimbursement Obligations of the Company shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of, or any amendment, waiver or modification to, any Letter of Credit or this Agreement, or any agreement pursuant to which an LC Disbursement is made, or any term or provision therein; (ii) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.2, constitute a legal or equitable discharge of, or provide a right of setoff against, the obligations of the Company hereunder; (iii) the fact that a Default shall have occurred and be continuing; or (iv) any material adverse change in the business, property, results of operations, prospects or condition, financial or otherwise, of the Company or any of its Subsidiaries.

(d)

The Company agrees to protect, indemnify and hold harmless the Credit Provider and its Affiliates, and the officers, directors, employees, partners, agents, advisors and other representatives of each of the foregoing and their respective successors (each, an “Indemnitee”) from and against all claims, actions, suits and other proceedings, and all actual loss, damages and reasonable and documented out of pocket costs (including fees and expenses of counsel) which the Credit Provider or any such Indemnitee may suffer or incur by reason of the procurement or issuance of any Letter of Credit, the use of any Letter of Credit or the proceeds thereof, or any act or omission in respect of any Letter of Credit, except to the extent resulting from the bad faith, gross negligence or willful misconduct of the applicable Indemnitee.

Section 2.3 Fees, Costs and Expenses. The Company agrees to pay to the Credit Provider the following fees and charges:

(a)

A Letter of Credit charge equal to 1.00% per annum on the aggregate face amount of all outstanding Letters of Credit, payable monthly in arrears on the last Business Day of each month.

(b)

Reimbursement of all other reasonable out-of-pocket charges, costs, fees and other amounts payable by the Credit Provider (it being agreed that all charges, costs and fees required by or payable to the issuer of any Letter of Credit shall be deemed reasonable) in connection with or as the consideration for (i) obtaining or, procuring, extending, assigning or amending the Letters of Credit, and (ii) obtaining credit support from third-parties for the Letters of Credit or otherwise mitigating the Credit Provider’s credit exposure in respect thereof, including by way of example and without limitation default or other insurance policies, in each case promptly upon Credit Provider’s demand for payment thereof.

Section 2.4 Cash Deposit.

(a)

Concurrently with any sale or issuance by the Company of shares of common stock, or any preferred class of stock or any other equity interests, of the Company (excluding any sale of shares through the GEM Equity Purchase Facility or similar share purchase arrangement), the Company shall remit to the Credit Provider an amount in cash equal to 15% of the total net cash proceeds of such sale (any such amount, a “Cash Deposit Amount”), to be held by the Credit Provider in trust and applied in accordance with the terms of this Agreement.

(b)

If any Event of Default occurs and is continuing, the Credit Provider may, without presentment, demand or other notice, all of which are hereby waived by the Company and each Obligor, at any time and from time to time apply any Cash Deposit Amounts held by it, in whole or in part, against any then outstanding Obligations.

(c)

Upon the latest to occur of the full payment and performance of all Obligations hereunder (other than contingent indemnity obligations), the expiry or termination of all Letters of Credit, and the payment of all amounts payable hereunder, the Credit Provider shall remit to or at the direction of the Company any remaining Cash Deposit Amounts that have not been applied as set forth in clause (b) above.

Section 2.5 Payments and Computations.

(a)

The Company shall make or cause to be made each payment hereunder in lawful money of the United States of America by wire transfer of immediately available funds to the Credit Provider at HSBC Private Bank, ABA: 021001088, Acct Name: Park Lane Investments LLC, Acct # 153049642, Ref.: MRMDUS33, or at such other address as the Credit Provider may designate from time to time pursuant to a written notice delivered to the Company.

(b)

Any payments of fees, commission or other amount (other than interest on any Reimbursement Obligation) not paid when due hereunder shall bear interest, payable on demand, for each day until payment in full at a rate per annum equal to the Compensation Rate. All computations of interest and fees shall be made on the basis of a year of 360 days, for the actual number of days elapsed (including the first day but excluding the last day). Notwithstanding anything to the contrary set forth herein, interest shall in no event accrue hereunder at a rate in excess of the maximum rate permitted under applicable law.

(c)

All payments under this Agreement by the Company will be payable to the Credit Provider free and clear of any and all present and future United States Federal, state and local taxes, levies, imposts, duties, deductions, withholdings (including backup withholding, fees, liabilities, assessments, and similar charges including any interest, additions to tax or penalties applicable thereto other than those imposed on the overall net income of the Credit Provider that are imposed as a result of the Credit Provider being organized under the laws of, or having its principal office or, its applicable lending office located in, the jurisdiction imposing such tax (or any political subdivision thereof) (“Taxes”). Credit Provider (or its successors and assigns, as applicable) shall deliver to the Company a properly completed and duly executed IRS Form W-9 as soon as reasonably practicable after the date hereof. If any Taxes are required by applicable law to be withheld or deducted from any amount payable under this Agreement, then the amount payable under this Agreement will be increased to the amount which, after such deduction or withholding (including such deductions and withholdings applicable to additional sums payable under this subsection (c)), will yield to the Credit Provider the amount stated to be payable under this Agreement had no such deduction or withholding been made. The Company will timely pay to the relevant governmental agency or taxing authority in accordance with applicable law and promptly provide to the Credit Provider tax receipts evidencing the payment of such Taxes. If any of the Taxes specified in this subsection (c) (including Taxes imposed or asserted on or attributable to amounts payable under this subsection (c)) are paid by the Credit Provider, the Company will, upon demand of the Credit Provider, indemnify the Credit Provider for such payments, together with any interest and penalties which may be imposed by the Governmental Authority and any reasonable expenses arising therefrom or with respect

thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. This subsection shall not be construed to require the Credit Provider to make available its tax returns (or any other information relating to its taxes that it deems confidential) to the Company or any other person. Each party’s obligations under this subsection shall survive the assignment of rights by, or the replacement of, the Credit Provider, the termination, the expiration or cancellation of the Agreement and the repayment, satisfaction or discharge of all obligations under this Agreement, the Security Agreement or any other Reimbursement Document.

ARTICLE III REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company. The Company, and each of the other Obligors party hereto, represents and warrants to the Credit Provider, as of the date hereof and as of the First Amendment Effective Date, as follows:

(a)

Such Obligor is duly formed in accordance with its Organizational Documents, validly existing and in good standing under the laws of its state of formation (other than as set forth in Section 5.1(q), is duly licensed or authorized under the laws of its state of formation and has the corporate power and authority to carry on its business as contemplated in the Organizational Documents.

(b)

The execution, delivery and performance by such Obligor of the Reimbursement Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, are within such Obligor’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene (i) such Obligor's charter or by-laws or (ii) law or any contractual restriction binding on or affecting such Obligor.

(c)

No consent, authorization or approval or other action by, and no notice to or filing with, any Governmental Authority or regulatory body or any other third party is required for the due execution, delivery and performance by such Obligor of any Reimbursement Document to which it is a party.

(d)

This Agreement and the Security Agreement have been duly executed and delivered by such Obligor. This Agreement and the Security Agreement are the legal, valid and binding obligations of such Obligor enforceable against such Obligor in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally or by general equitable principles relating to enforceability.

(e)

The Security Agreement is effective to create in favor of Credit Provider a legal, valid and enforceable security interest in the Collateral identified therein, subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and, when UCC financing statements (or other appropriate notices) in appropriate form are duly filed at the location identified under each Obligor’s signature hereto, the Security Agreement shall create a fully perfected first priority Lien on, and security interest in, all right, title and interest of such Obligor thereunder in such Collateral (to the extent such Liens may be perfected by the filing of a financing statement or other appropriate notice), in each case prior and superior in right to any other Lien securing Debt for borrowed money (other than the Liens securing the obligations under the Comvest Credit AgreementHigh Trail Senior Note).

(f)

The Company and its Subsidiaries have filed all federal, state and other tax returns and reports required to be filed, and have paid all federal, state and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(g)

The Company and its Subsidiaries have been since April 24, 2019 and continue to be in compliance with International Trade Laws and have not taken any action that violates, evades or avoids, or attempts to violate International Trade Laws. Neither the Company nor its Subsidiaries, nor any of their respective directors, executives, or employees, or, to the knowledge of the Company, any representative or agent acting on behalf of the Company or its Subsidiaries, since April 24, 2019: (i) is or has been a Sanctioned Person or has acted, directly or indirectly, on behalf of a Sanctioned Person; (ii) unlawfully conducted any business or engaged in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person, or (iii) unlawfully dealt in, or otherwise engaged in, any transaction relating to, any property or interests in property of any Sanctioned Person.

ARTICLE IV

GUARANTY

Section 4.1 Guaranty. Each Obligor hereby jointly and severally with the other Obligors guarantees (this “Guaranty”), as a primary obligor and not as a surety to Credit Provider and its permitted successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of and interest (including any interest, fees, costs or charges that would accrue but for the provisions of (i) Title 11 of the United States Code after any bankruptcy or insolvency petition under Title 11 of the United States Code and (ii) any other debtor relief laws) on, or other amount owing under, this Agreement or any other Reimbursement Document from time to time owing to Credit Provider by any Obligor, in each case strictly in accordance with the terms hereof and thereof (such obligations, including any future increases in the amount thereof, being herein collectively called the “Guaranteed Obligations”). The Obligors hereby jointly and severally agree that if the Company or the other Obligor(s) shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Obligors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. The guarantee in this Article IV is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising.

Section 4.2 Guaranty Absolute. The obligations of the Obligors under Article IV shall constitute a guaranty of payment and to the fullest extent permitted by applicable law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of the Company under this Agreement, or any other agreement or instrument referred to herein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Obligor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Obligors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: (i) at any time or from time to time, without notice to the Obligors, to the extent permitted by law, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of this Agreement, or any other agreement or instrument referred to herein, shall be done or omitted; (iii) the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under this Agreement or any other agreement or instrument referred to herein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; or (iv) the release of any other Obligor.

The Obligors hereby expressly waive (to the fullest extent permitted by law) diligence, presentment, demand of payment, protest and, to the extent permitted by law, all notices whatsoever, and any requirement that Credit Provider exhaust any right, power or remedy or proceed against the Company under this Agreement or any other agreement or instrument referred to herein, or against any other

person under any other guarantee of any of the Guaranteed Obligations. The Obligors waive, to the extent permitted by law, any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by Credit Provider upon this Guaranty or acceptance of this Guaranty, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty, and all dealings between the Company and Credit Provider shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. This Guaranty shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by Credit Provider, and the obligations and liabilities of the Obligors hereunder shall not be conditioned or contingent upon the pursuit by Credit Provider or any other person at any time of any right or remedy against the Company or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Obligors and the successors and assigns thereof, and shall inure to the benefit of Credit Provider and its successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Section 4.3 Reinstatement. The obligations of the Obligors under this Article IV shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Company or other Obligor in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. Each Obligor hereby agrees that until the payment in full in cash and satisfaction in full of all Guaranteed Obligations it shall subordinate any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Article IV, whether by subrogation, contribution or otherwise, against the Company or any other Obligor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations.

Section 4.4 Acceleration. The Obligors jointly and severally agree that, as between the Obligors and Credit Provider, the obligations of the Obligors under this Agreement may be declared to be forthwith due and payable (or become automatically due and payable) as provided therein for purposes of Article IV, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Obligors and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Company) shall forthwith become due and payable by the Obligors for purposes of Article IV.

Section 4.5 Reorganization. In any action or proceeding involving any state corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Obligor under Article IV would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Article IV, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Obligor or any other Person, be automatically limited and reduced to the highest amount (after giving effect to the liability under this Guaranty, but before giving effect to any other guarantee) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding.

ARTICLE V

COVENANTS

Section 5.1 Affirmative Covenants of the Company. The Company covenants and agrees that, until the latest to occur of the full payment and performance of all Obligations hereunder (other than contingent indemnity obligations), the expiry or termination of all Letters of Credit, and the payment of all amounts payable hereunder, unless otherwise consented to in writing (which may be in email form) by the Credit Provider, it will, and will cause each other Obligor to:

(a)

Compliance with Laws, Etc. Comply with all applicable laws, rules, regulations and orders in all material respects.

(b)

Payment of Taxes, Etc. Pay and discharge before the same shall become due or payable, all material taxes, assessments and governmental charges or levies imposed upon it or upon its property; provided, however, that the applicable Obligor shall not be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings diligently conducted and as to which appropriate reserves are being maintained, unless and until any Lien resulting there from attaches to its property and becomes enforceable against its other creditors.

(c)

Maintenance of Insurance. Maintain insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties (including customary self-insurance) in the same general areas in which the applicable Obligor operates.

(d)

Preservation of Corporate Existence, Etc. Preserve and maintain its corporate existence, rights (charter and statutory) and franchises; provided, however, that the applicable Obligor shall not be required to preserve any right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the applicable Obligor and that the loss thereof is not disadvantageous in any material respect to the applicable Obligor or the ability of the Company or the applicable Obligor to meet its obligations hereunder.

(e)

Visitation Rights. At any reasonable time and from time to time, permit the Credit Provider or any its agents or representatives to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, the applicable Obligor, and to discuss the affairs, finances and accounts of the applicable Obligor with any of its officers or directors and with its independent certified public accountant.

(f)

Keeping of Books. Keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the applicable Obligor in accordance with generally accepted accounting principles in effect from time to time.

(g)

Maintenance of Properties, Etc. Subject to clause (d) above, maintain and preserve all of its properties that are used or useful in the conduct of their respective businesses in good working order and condition, ordinary wear and tear excepted.

(h)

Additional Guarantors. Ensure that each Subsidiary of the Company (i) existing on the date hereof and that is not an Excluded Subsidiary on the date hereof, within 10 days of the date hereof, (ii) acquired or formed after the date hereof or ceasing to be an Excluded Subsidiary after the date hereof, within 10 days of such acquisition or formation or such ceasing to be an Excluded Subsidiary, or

(iii) guaranteeing any debt obligations of the Company having an aggregate principal amount in excess of

$500,000 (for the avoidance of doubt, whether or not such subsidiary is an Excluded Subsidiary), no later than the date such guarantee of such debt obligation becomes effective (or, if later, no later than the date hereof), in each case, shall become party hereto as an Obligor by a joinder agreement in form and substance satisfactory to the Credit Provider (such subsidiaries becoming parties hereto, together with the Initial Additional Guarantors, collectively the “Additional Guarantors”), and shall be bound by the provisions hereof applicable to the Obligors (including, without limitation, Article IV). An Additional Guarantor that subsequently becomes an Excluded Subsidiary shall not thereby be released from its obligations hereunder.

(i)

Reporting Requirements. Furnish to the Credit Provider:

(i)

concurrently with the furnishing, pursuant to or in connection with any Material Debt of the Company or its Subsidiaries, of any financial statements, reports or other written

information about the Company and its Subsidiaries to the holders of any such Debt (or to any representative thereof), a copy of each such statement, report or other written information, in each case other than such statement, report or other written information of a type that the Credit Provider has notified the Company in writing that it does not wish to receive;

(ii)

as soon as possible and in any event within three Business Days after any Obligor provides to, or receives from, the holders of any Material Debt of any Obligor (other than this Agreement) or Debt that is secured by any portion of the Collateral, any notice relating to such Debt, a copy of each such notice, in each case other than such type of notice, or notices with respect to such items or types of Debt, that the Credit Provider has notified the Company in writing that it does not wish to receive;

(iii)

(x) as soon as possible and in any event within three Business Days after the occurrence of each Default continuing on the date of such statement, a statement of a Financial Officer of the Company setting forth details of such Default and the action that the Company has taken and proposes to take with respect thereto;, and (y) as soon as possible and in any event within one Business Day after the occurrence of any “Event of Default” under and as defined in the High Trail Senior Note, or any event or circumstance that is (or, after notice, passage of time or both, would be) likely to result in any “Event of Default” under and as defined in the High Trail Senior Note, a statement of a Financial Officer of the Company setting forth details of such event and the action that the Company has taken and proposes to take with respect thereto;

(i)

as soon as possible and in any event within three Business Days of receipt thereof, copies of any audit reports, management letters or recommendations submitted to the board of directors (or the audit committee thereof) of any Obligor by independent accountants in connection with the accounts or books of any Obligor, or any audit of any of them;

(ii)

(A) on November 15, 2024 and every eight weeks thereafter (on the last Business Day of the applicable week), (1) rolling eight (8) week projections (the “8-Week Cash Flow Forecast”) which shall depict, on a weekly basis, projected cash revenues, receipts, expenses (including broken-out compensation expenses), professional fees and disbursements, net cash flows and other items as may be requested by the Credit Provider, for the period from the first Business Day of the next week commencing immediately following delivery of such projections through the end of such eight (8) week period, which 8-Week Cash Flow Forecast shall demonstrate (as determined by the Credit Provider in its good faith judgment) the Company’s and its Subsidiaries’ capacity to make in accordance with their terms all payments required under the Company’s and its Subsidiaries’ outstanding Debts and coming due during such 8-week period while maintaining adequate liquidity for ongoing operations, (2) a comparison of the actual metrics for such line items during the preceding week to the corresponding line items in the previously delivered 8-Week Cash Flow Forecast that included projections for such preceding week, showing variances for each line item, and (B) on November 15, 2024 and every week thereafter (on the last Business Day of the applicable week), (1) a liquidity report for each Obligor showing such Obligor’s cash as of the first Business Day of such week, and (2) a cash burn report for each Obligor, in form reasonably acceptable to Credit Provider, showing such Obligor’s cash usage during the preceding week; it being understood that that each 8-Week Cash Flow Forecast is based upon assumptions that are believed in good faith by the Company to be reasonable at the time delivered, is subject to uncertainties and contingencies which are beyond the Company’s control, and may differ materially from actual results;

(iii)

as soon as possible and in any event within one Business Day after any day on which the aggregate amount of the Obligors’ liquidity (calculated as unrestricted cash, unencumbered Cash and Cash Equivalents in one or more deposit accounts located in the United States and subject to a Control Agreement, in a form approved by the Collateral Agent in its sole discretion, entered into in favor of the Collateral Agent, with all capitalized defined terms in this parenthetical used as defined in the High Trail Senior Note) is less than $15,000,000 (such occurrence, a “Liquidity Shortfall”), written notice of the occurrence and amount of such Liquidity Shortfall and the reasons therefor; and

(iv)

such other information respecting the Company and its Subsidiaries as the Credit Provider may from time to time reasonably request.

(e)

Management Calls. At any reasonable time and from time to time, but no more frequently than monthly, make available senior management (including the Chief Financial Officer) of the Company for a call with the Credit Provider to discuss any 8-Week Cash Flow Forecast(s), and variances therefrom of actual performance, and the affairs, finances and accounts of the Obligors.

(f)

Liquidity Shortfall. If a Liquidity Shortfall occurs, (i) promptly make available senior management of the Company for a call with the Credit Provider to discuss such Liquidity Shortfall and the Company’s plan in respect thereof, and (ii) if requested by the Credit Provider, retain a consultant or financial advisor, at the Company’s sole expense and on terms satisfactory to the Credit Provider in its sole discretion, to assist with liquidity-enhancing transactions including without limitation equity issuances and strategic sales, and/or to advise on and assist with preparations for a bankruptcy filing.

(g)

Comvest Credit AgreementHigh Trail Senior Note. (i) Comply strictly with the terms of the Comvest Credit AgreementHigh Trail Senior Note, (ii) make all required cash payments of interest and administrative agent fees under the Comvest Credit Agreement (other than to the extent being made with proceeds of the Delayed Draw Term Loan under and as defined in the Comvest Credit Agreement)High Trail Senior Note no later than five Business Days prior to the date due, and notify the Credit Provider concurrently with the making of each such cash payment, and (iii) not use any proceeds of the Comvest Credit AgreementHigh Trail Senior Note, directly or indirectly, to satisfy (x) any debt obligations (other than as expressly permitted thereunder) or (y) any other obligations (other than ordinary course working capital obligations), in each case, existing prior to the date hereof or, in the case of the High Trail Senior Note, existing prior to the First Amendment Effective Date.

(h)

Further Assurances. Execute and deliver such further documents and do such other acts and things as the Credit Provider may reasonably request in writing in order to effect fully the purposes of this Agreement and the other Reimbursement Documents and to provide for payment of the Obligations, in accordance with the terms of this Agreement. In furtherance and not in limitation of the foregoing, each Obligor shall take such actions as the Credit Provider may reasonably request from time to time to ensure that the Obligations are guaranteed by the Obligors and are secured by the Collateral. Each Obligor hereby agrees (i) that the Credit Provider may from time to time order such additional Uniform Commercial Code, United States Patent and Trademark Office, United States Copyright Office, tax and judgment lien searches, bankruptcy and pending lawsuit searches or equivalent reports as the Credit Provider deems reasonably necessary or advisable in order to verify and maintain the priority and perfection of its security interest in the Collateral and (ii) to reasonably cooperate in connection therewith.

(i)

Board Observer. Allow one person designated by the Credit Provider to attend all meetings of the board of directors of the Company and any committees thereof, in person or telephonically, as a non-voting observer (a “Non-Voting Observer”). The Credit Provider may from time to time change the Non-Voting Observer. The Non-Voting Observer shall be given copies of all materials distributed to the members of the board of directors (or such committee thereof) of the Company in connection with such meetings and shall be entitled to participate in discussions and consult with such board of directors, without voting. Notwithstanding the foregoing, the Company shall have the right to exclude the Non-Voting Observer from all or portions of any meeting of the board of directors of the Company and any committees thereof, or redact from, or withhold from providing the Non-Voting Observer with, certain information or materials in order to (i) preserve attorney-client, work product or similar privilege, or (ii) allow the board of directors of the Company to discuss material interests of the Company or any of its Subsidiaries that would pose actual conflicts of interest between the board of directors of the Company, any committee thereof or the Company, on the one hand, and the Non-Voting Observer or the Credit Provider, on the other hand; provided further, to the extent the Company determines that such disclosure or attendance would so result in loss of privilege or pose a conflict of interest, the Company shall use commercially reasonable efforts to provide such disclosure or attendance

in a manner that would not so result in loss of privilege or pose a conflict of interest. The Non-Voting Observer shall be subject to the confidentiality obligations set forth in Section 7.10.

(j)

Account Control Agreements. (i) Not later than the 30th15th day after the date hereofFirst Amendment Effective Date, enter into a “springing” Account Control Agreement in respect of each deposit account and securities account of each such Obligor (other than an Excluded Account), such that each such deposit account and securities account is under the sole dominion and “control” (as such term is defined in Section 8 106, 9 104 or 9 106 of the Uniform Commercial Code, as applicable) of the Credit Provider (or, while the High Trail Senior Note is outstanding, under the dominion and “control” of an agent or collateral agent acting for the holders of the High Trail Senior Note, provided that the Credit Provider shall have, and such agent or collateral agent shall have agreed to provide the Credit Provider with, “control” over such deposit account or securities account pursuant to the Subordination Agreement); and (ii) within 2 days of acquiring or establishing any deposit account or securities account after the date hereofFirst Amendment Effective Date (other than an Excluded Account), enter into such an Account Control Agreement in respect thereof.

(k)

GEM Draws. In connection with each cash payment of interest, administrative agency fees and Letter of Credit charges payable under any Designated Facility, no later than 5 Business Days prior to the due date of such payment, draw under the GEM Equity Purchase Facility in cash an amount equal to the amount of such payment (or, if less, the maximum amount then available to be drawn thereunder in accordance with applicable law).

(l)

Missouri Good Standing. Not later than five (5) Business Days after the date hereof, the Company shall deliver to the Credit Provider customary evidence that MULTI-AERO, Inc., a Missouri corporation, is in good standing with the Missouri Secretary of State.

Section 5.2 Negative Covenants of the Company. The Company covenants and agrees that, until the latest to occur of the full payment and performance of all Obligations hereunder (other than contingent indemnity obligations), the expiry or termination of all Letters of Credit, and the payment of all amounts payable hereunder, unless otherwise consented to in writing (which may be in email form) by the Credit Provider, it will not, and will cause each other Obligor not to:

(e)

Liens, Etc. Create, incur, assume or permit any liens, mortgages, security interests, pledges, charges, or encumbrances of any kind on any of its property or assets owned on the date hereof or thereafter acquired, or any interest therein or the proceeds thereof, in each case other than Permitted Liens.

(f)

Debt. Create, incur, assume, guarantee, acquire, or, contingently or otherwise, enter into or become responsible for payment of any Debt or other obligations incurred or entered into in excess of $10,000 other than (1) the Designated Facilities as in effect on the First Amendment Effective Date and the Debt and other obligations set forth on Schedule 5.2(b)1 hereto, (2) Aircraft Related Financings incurred in the ordinary course of business, and (3) other Debt and other obligations in an aggregate principal amount not to exceed $100,000 at any time.

(g)

Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, except for any transaction in which (i) the Company, if a party thereto, is the surviving or continuing entity or the transferee of the assets, as applicable, and (ii) if any Obligor is party thereto, then each surviving or continuing entity or transferee of assets, as applicable, is an Obligor.

1 NTD: Orrick/Company to list factoring facility and other relevant debt.

(h)

Change in Nature of Business. Make any material change in the nature of its business as carried on the date hereof.

(i)

Accounting Changes. Make or permit any change in accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles.

(j)

Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except: (1) payments made to an Obligor, (2) payments made by a Subsidiary of the Company that is not an Obligor to another Subsidiary that is wholly-owned by the Company, (3) payments made solely in common stock of the Company, (4) the retirement of warrants in connection with the exercise thereof and (5) payment of nominal cash in lieu of fractional shares.

(k)

Restricted Junior Debt Prepayments. (1) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, directly or indirectly, whether or not in cash, any Debt that is (i) subordinated to the Obligations hereunder, (ii) secured by a Lien that is subordinated to the Lien securing the Obligations hereunder, or (iii) unsecured and in an amount in excess of $500,000, in each case other than Debt among the Obligors (all such Debt, collectively, “Junior Debt”), except (x) in the case of Junior Debt described in clauses (i) and (ii) of the definition thereof, in accordance with the subordination or intercreditor provisions relating thereto, (y) in the case of Junior Debt described in clause (iii) of the definition thereof, in an aggregate amount not exceeding $200,000 in any fiscal year of the Company, or (z) with the prior written consent of Credit Provider in its sole discretion.

(2) Amend, modify or change any term or condition of any documentation governing any Junior Debt in a manner that would (i) permit a payment not otherwise permitted by Section 5.2(g)(1), (ii) contravene any subordination or intercreditor provisions then in effect or (iii) otherwise be materially adverse to the interests of Credit Provider.

(l)

Dispositions. Directly or indirectly, sell, issue, assign, lease, license, convey, transfer, abandon, or otherwise dispose of (each, a “Disposition”) any of its assets to any other Person (other than to an Obligor), except Dispositions in an aggregate amount not to exceed $100,000 in any calendar quarter.

(m)

Investments. Make or hold any Investments, except: (1) Investments in an Obligor and (2) other Investments in an aggregate amount not to exceed $100,000 in any calendar quarter.

(n)

Budget Deviation. Make, directly or indirectly, expenditures in any week that, in the aggregate for any line item set forth in any 8-Week Cash Flow Forecast delivered pursuant to Section 5.1(i) that covers such week, exceed (i) by more than 10% the amount set forth for such line item for such week in such 8-Week Cash Flow Forecast, without prior consultation with Credit Provider, or (ii) by more than 20% the amount set forth for such line item for such week in such 8-Week Cash Flow Forecast, without Credit Provider’s prior written consent.

(o)

Incentive Plan. (i) Make, directly or indirectly, any payment (in cash or otherwise) under the Surf Air Mobility Inc. Incentive Bonus Plan or any successor/replacement to such plan, or (ii) agree to, or (unless expressly agreed pursuant to a binding contractual arrangement prior to the date hereof) pay, directly or indirectly, any incentive compensation in excess of $250,000 in the aggregate for any individual during any calendar year, or (iii) agree to, or (unless expressly agreed pursuant to a binding contractual arrangement prior to the date hereof) pay, directly or indirectly, in any single payment or any series of related payments, any amount in excess of $500,000 without Credit Provider’s prior written consent.

(p)

Non-Petition. To the extent such restriction is permitted by applicable law, dissolve or liquidate, in whole or in part, or institute insolvency proceedings against itself, or file a petition seeking or consenting to reorganization or relief under any applicable law relating to bankruptcy or insolvency, except after no less than 10 days’ advance written notice to the Credit Provider.

ARTICLE VI

EVENTS OF DEFAULT; CASH DOMINION

Section 6.1 Events of Default(a) . (a) The following events which shall occur and be continuing shall be Events of Default hereunder:

(i)

Any amount drawn under any Letter of Credit shall not be reimbursed

when required; or

(ii)

Any interest, fees or other amount (not described in clause (i) above) payable by the Company under this Agreement or any other Reimbursement Document shall not be paid within three Business Days after such interest, fees or other amounts described in this clause (ii) shall have become due; or

(iii)

The Company shall fail to pay any principal of or premium or interest on any Debt that is outstanding in a principal amount of at least $50,000 in the aggregate (but excluding Debt outstanding hereunder) of the Company, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(iv)

The Company shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Company seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property (collectively, an “Insolvency Proceeding”) and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Company shall take any corporate action to authorize any of the actions set forth above in this subsection; or

(v)

Any representation or warranty or written statement or written statement in connection with a request for a consent or financial reporting made by the Company (or any of its officers) in this Agreement or any other Reimbursement Document or any representation or warranty in any schedule, certificate or other document delivered pursuant to or in connection with this Agreement or the other Reimbursement Documents shall prove to have been incorrect in any material respect when made; or

(vi)

The Company or any Obligor shall fail to perform or observe the covenants set forth herein or in any other Reimbursement Document, and, in the case of the covenants set forth in Section 5.1 (other than Section 5.1(c), (d) (in respect of corporate existence), (k), (l) or (p)), such failure has continued for five consecutive days (and, in the case of Section 5.1(i)(iii)(y), there has resulted an “Event of Default” under and as defined in the High Trail Senior Note); or

(vii)

A final judgment or order for the payment of money of at least $100,000 shall be rendered against the Company or any Obligor and such judgment or order shall continue unsatisfied and in effect for a period of 30 consecutive days (excluding therefrom any period during which enforcement of such judgment or order shall be stayed, whether by pendency of appeal, posting of adequate security or otherwise); or

(viii)

A Change of Control shall occur; or

(ix)

Any provision of any of the Reimbursement Documents after delivery thereof shall for any reason cease to be valid and binding on or enforceable against the Company or any Obligor, or the Company or any Obligor shall so state in writing; or

(x)

The Company or any Obligor becomes a Sanctioned Person.

(f)

If an Event of Default occurs and is continuing, (A) the Credit Provider may by notice to the Company declare all obligations hereunder (together with accrued interest thereon) to be, and they shall thereupon become, immediately due without presentment, demand or other notice, all of which are hereby waived by the Company and each Obligor (provided that, in the case of an Event of Default referred to in clause (iv) of subsection (a) above with respect to the Company or any Obligor, the same shall occur with respect to the obligations hereunder automatically without any notice or any other act by the Credit Provider or any other Person), (B) the Credit Provider may exercise any and all of its rights and remedies under the Security Agreement, (C) the Credit Provider may require that the Company cash collateralize the Reimbursement Obligations (in an amount equal to 110% of the aggregate face amount of all Letters of Credit then outstanding) pursuant to terms satisfactory to the Credit Provider in its sole discretion, and/or (D) the Credit Provider may exercise any other rights or remedies it may have under this Agreement and any other Reimbursement Documents and take such other action as may be permitted at law or in equity.

(g)

If a Cash Dominion Period has occurred and is continuing, (A) the Credit Provider may, pursuant to the Account Control Agreements, obtain exclusive control of all or some of the deposit accounts and securities accounts subject thereto, and exercise remedies in connection therewith, including without limitation applying all or a portion of the amounts deposited therein (i) to pay any obligations outstanding hereunder and/or (ii) to cash collateralize the Reimbursement Obligations (in an amount equal to 110% of the aggregate face amount of all Letters of Credit then outstanding) pursuant to terms satisfactory to the Credit Provider in its sole discretion, and (B) the Company shall promptly, at the written request of the Credit Provider (after consultation with the Company), draw under the GEM Equity Purchase Facility in cash the maximum amount then available to be drawn thereunder in accordance with applicable law (or such lesser amount as the Credit Provider may direct).

ARTICLE VII MISCELLANEOUS

Section 7.1 Amendments and Waivers. No failure or delay on the part of the Credit Provider in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder. No amendment or waiver of any provision of this Agreement or any other Reimbursement Document nor consent to any departure by the Company herefrom or therefrom (except as expressly provided for herein) shall in any event be effective unless the same shall be in writing and

signed by the Credit Provider and the Company, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that notwithstanding anything herein to the contrary, any amendment to this Section 7.1, Section 7.9 or Section 7.12 hereof shall also require the written consent of the Holder of the High Trail Senior Note. No notice to or demand on the Company in any case shall, of itself, entitle the Company to any other or further notice or demand in similar or other circumstances.

Section 7.2 Notices. Any communication, demand, or notice to be given hereunder will be duly given and deemed to have been received when actually delivered (or 72 hours after having been deposited in the mails with first class postage prepaid) to such party at the address specified below (or at such other address as such party shall specify to the other parties in writing) including delivery by any telecommunication device capable of transmitting or creating a written record or electronic mail.

(c)

If to the Company or any other Obligor,

(d)

If to the Credit Provider,

The Credit Provider may (but shall not be required to) accept and act upon oral, telephonic, faxed or other forms of notices or instructions hereunder that such Party believes in good faith to have been given by a person authorized to do so on behalf of the Company. The Credit Provider shall be fully protected and held harmless by the Company, and shall have no liability for, acting on any such notice or instruction that such Party believes in good faith to have been given by a person authorized to do so on behalf of the Company.

Section 7.3 Set-off. If an Event of Default shall have occurred and be continuing and the Credit Provider shall have declared the obligations due and payable hereunder, the Credit Provider is hereby authorized to set-off against any amounts standing to the credit of, or obligations owed to, the Company or any other Obligor by the Creditor Provider or any of its Affiliates.

Section 7.4 Successors and Assigns. This Agreement and each other Reimbursement Document shall inure to the benefit of, and shall be enforceable by, the Credit Provider and its respective successors and assigns. The Credit Provider may assign, or transfer by participation, any of its rights and/or obligations hereunder, in whole or in part, to any other office or affiliate of the Credit Provider or to any third party. If an assignment results in more than one person or entity having rights as Credit ProviderrProvider hereunder, then the Obligors and Credit Provider shall enter into appropriate modifications, as requested by Credit Provider in its reasonable discretion, to this Agreement to provide for multiple Credit Providers in respect of collective actions, voting, exercise of remedies and other applicable provisions. No Obligor may assign or otherwise transfer any of its rights or obligations under this Agreement or any other Reimbursement Document without the prior written consent of the Credit Provider in its sole discretion, and any purported assignment without such consent shall be void. The Credit Provider shall maintain, as a non-fiduciary agent of the Obligors, at one of its offices in the United States a register (the “Register”) for the recordation of the names and addresses of the Credit Provider, the principal amount and stated interest of the Obligations owing to, the Credit Provider pursuant to the terms hereof. Subject to receipt of any required tax forms reasonably required by the Company, the Credit Provider shall record the applicable transfers, assignments and assumptions in the Register. The entries in such Register shall be conclusive absent manifest error, and each Obligor and the Credit Provider shall treat the Credit Provider whose name is recorded therein pursuant to the terms hereof as the Credit Provider hereunder for all purposes of this Agreement, notwithstanding notice to the contrary, and no assignment shall be effective for any purpose under the Reimbursement Documents unless and until recorded in the Register. The Register shall be available for inspection by each Obligor and the Credit Provider, at any reasonable time upon reasonable prior written notice to the Credit Provider. The requirement for the Register set forth in this Section 7.4 shall be construed so that the Reimbursement Obligations and/or other interests hereunder are at all times maintained in “registered form” within the meaning of Treasury Regulation Sections 5f.103-1(c) and 1.871-14.

Section 7.5 Costs, Expenses and Taxes. The Company agrees to pay all reasonable and documented out of pocket costs and expenses of the Credit Provider, including reasonable fees and expenses of counsel, in connection with the preparation, negotiation, execution, delivery and administration, as applicable, of this Agreement, each other Reimbursement Document and each Letter of Credit or any amendments, modifications or waivers of the provisions hereof or thereof, the enforcement against any Obligor of this Agreement, the Security Agreement or any other Reimbursement Document and the protection of the rights of the Credit Provider hereunder and thereunder, including any bankruptcy, insolvency, enforcement proceedings or restructuring with respect to the Company. In addition, the Company shall pay any and all present or future stamp, court or documentary, intangible, recording, filing and other taxes and fees payable or determined to be payable in connection with any payment made under, the execution, delivery, performance, enforcement, registration, filing, or recording of, from the receipt or perfection of a security interest under, or otherwise with respect to, this this Agreement, the Security Agreement or any other Reimbursement Document, and agrees to indemnify and save the Credit Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Section 7.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT

REGARD TO CONFLICT OF LAWS PRINCIPLES). Each of the Obligors and the Credit Provider hereby irrevocably submits to the non-exclusive jurisdiction of any U.S. federal or state court in the State of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement, any other Reimbursement Document or the Letter of Credit. Each of the Obligors and the Credit Provider hereby consents to the laying of venue in any such suit, action or proceeding in New York County, New York, and hereby irrevocably waives any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum. Any process in any such action shall be duly served if mailed by registered mail, postage prepaid, to the Company (or other applicable Obligor) or the Credit Provider at its address designated pursuant to Section 7.2.

Section 7.7 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures thereon were upon the same instrument. This Agreement shall become effective when it shall have been executed by the Credit Provider and when the Credit Provider shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement by telecopier shall be effective as delivery of a manually executed counterpart of this Agreement.

Section 7.8 WAIVER OF JURY TRIAL. EACH OBLIGOR AND THE CREDIT PROVIDER HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER REIMBURSEMENT DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 7.9 Subordination. This Agreement is subject to the Subordination Agreement, and in case of any conflict between the terms hereof and the terms of the Subordination Agreement, the terms of the Subordination Agreement shall control.

Section 7.10 Confidentiality. The Credit Provider agrees that Confidential Information shall be treated by the Credit Provider in a confidential manner, used only in compliance with applicable law, including United States federal or state securities laws, and shall not be disclosed by Credit Provider to Persons who are not parties to this Agreement, except: (a) to the extent required by applicable law, statute, rule, regulation or judicial process or in connection with the exercise of any right or remedy under any Reimbursement Document, or as may be required in connection with the examination, audit or similar investigation of or by the Credit Provider or any of its Affiliates, (b) to examiners, auditors, accountants or any regulatory authority, (c) to Related Parties of the Credit Provider or any of its Affiliates, provided that such Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential, (d) in connection with any litigation or dispute which relates to this Agreement or any other Reimbursement Document to which the Credit Provider is a party or is otherwise subject or in connection with the exercise or enforcement of any right or remedy under any Reimbursement Document by the Credit Provider, or the disclosure of the tax structure or tax treatment of the transactions contemplated hereby, (e) to any permitted assignee (or permitted prospective assignee) of the Credit Provider which agrees in writing to be bound by this Section 7.10, and

(f) to any lender or other funding source of the Credit Provider provided that such Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential (each reference to the Credit Provider in the foregoing clauses shall be deemed to include (i) the actual and prospective assignees referred to in clause (e) above and the lenders and other funding sources referred to in clause (f) above, as applicable for purposes of this Section 7.10); provided further, that in no event shall the Credit Provider be obligated or required to return any materials furnished by or on behalf of the Company.

Section 7.11 Release. FOR AND IN CONSIDERATION OF PARK LANE INVESTMENTS LLC’S AGREEMENTS CONTAINED HEREIN, THE COMPANY AND EACH OTHER OBLIGOR, TOGETHER WITH THEIR SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, “RELEASORS”) HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER WAIVES AND DISCHARGES PARK LANE INVESTMENTS LLC AND EACH OF ITS RESPECTIVE PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES (INCLUDING WITHOUT LIMITATION LIAM FAYED), MEMBERS, MANAGERS, PARTICIPANTS, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE CURRENT AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, AGENTS, AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “RELEASED PARTIES”) FROM ALL POSSIBLE CLAIMS, COUNTERCLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL, OR AT LAW OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE

DATE HEREOF THAT ANY OF THE RELEASORS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ARISING DIRECTLY OR INDIRECTLY FROM ANY PRIOR OR EXISTING TRANSACTIONS BETWEEN RELEASORS AND RELEASED PARTIES, ANY OF THE REIMBURSEMENT DOCUMENTS, OR THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER ANY OF THE REIMBURSEMENT DOCUMENTS. EACH OF THE RELEASORS WAIVES THE BENEFITS OF ANY LAW INCLUDING SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH PROVIDES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” EACH OF THE RELEASORS UNDERSTANDS THAT THE FACTS WHICH IT BELIEVES TO BE TRUE AT THE TIME OF MAKING THE RELEASE PROVIDED FOR HEREIN MAY LATER TURN OUT TO BE DIFFERENT THAN IT NOW BELIEVES, AND THAT INFORMATION WHICH IS NOT NOW KNOWN OR SUSPECTED MAY LATER BE DISCOVERED. EACH OF THE RELEASORS ACCEPTS THIS POSSIBILITY, AND EACH OF THEM ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE DIFFERENT AND NEW INFORMATION BEING DISCOVERED; AND EACH OF THEM FURTHER AGREES THAT THE RELEASE PROVIDED FOR HEREIN SHALL IN ALL RESPECTS CONTINUE TO BE EFFECTIVE AND NOT SUBJECT TO TERMINATION OR RESCISSION BECAUSE OF ANY DIFFERENCE IN SUCH FACTS OR ANY NEW INFORMATION.

Section 7.12 Senior Debt. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, EACH OF THE COMPANY, EACH OTHER OBLIGOR AND THE CREDIT PROVIDER AGREE THAT NO OBLIGATIONS OR COVENANTS OF THE COMPANY AND THE OTHER OBLIGORS HEREUNDER SHALL BE APPLICABLE (OTHER THAN THE OBLIGATIONS UNDER SECTIONS 2.3(a), 5.1(d), (h), (i) AND (l), AND 5.2(a), (b), (f), (h), (j) AND (k) AND ARTICLES IV AND VII HEREOF), AND THE CREDIT PROVIDER SHALL NOT ENFORCE ANY OF ITS RIGHTS OR REMEDIES HEREUNDER (OTHER THAN THE RIGHTS AND REMEDIES UNDER SECTION 6.1(b)(A) HEREOF, IN EACH CASE,

(X) SO LONG AS AN EVENT OF DEFAULT EXISTS UNDER THE HIGH TRAIL SENIOR NOTE AND (Y) SUBJECT TO THE SUBORDINATION AGREEMENT), IN EACH CASE, UNTIL (I) THE REPAYMENT IN FULL OF ALL INDEBTEDNESS OWED BY THE COMPANY AND THE OTHER OBLIGORS PURSUANT TO THE TERMS OF THE HIGH TRAIL SENIOR NOTE OR (II) THE WRITTEN CONSENT OF THE HOLDER OF THE HIGH TRAIL SENIOR NOTE. EACH OF THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT THE HOLDER OF THE HIGH TRAIL SENIOR NOTE IS A THIRD-PARTY BENEFICIARY OF THIS SECTION 7.12 AND (x) THIS SECTION 7.12 SHALL NOT BE MODIFIED WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER OF THE HIGH TRAIL SENIOR NOTE AND (y) NO OTHER PROVISIONS OF THIS AGREEMENT MAY BE MODIFIED IN ANY MANNER THAT WOULD HAVE THE EFFECT OF MODIFYING THE TERMS OF THIS SECTION 7.12 WITHOUT THE PRIOR WRITTEN CONSENT OF THE HOLDER OF THE HIGH TRAIL SENIOR NOTE.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

[SURF AIR MOBILITY INC.]

By:

Name:

Title:

Filing Office: Department of State of the State of Delaware

[SURF AIR GLOBAL LIMITED]

By:

Name:

Title:

Filing Office: District of Columbia Office of the Recorder of Deeds

[PARK LANE INVESTMENTS LLC]

By:

Name:

Title:

ANNEX II

Schedule 5.2(b)

[See attached.]

Schedule 5.2(b)

None.


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Common stock, par value $0.0001 per share	SRFM	New York Stock Exchange


	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


5.1		Opinion of Cleary, Gottlieb, Steen & Hamilton LLP
10.1		Form of Securities Purchase Agreement
10.2		Form of Warrant (Registered)
10.3		Form of Warrant (Private Placement)
10.4		Senior Secured Convertible Note due 2028
10.5		First Amendment to Reimbursement Agreement
23.1		Consent of Cleary, Gottlieb, Steen & Hamilton LLP (contained in Exhibit 5.1)
99.1		Press Release dated November 10, 2025 (incorporated by reference from Issuer Free Writing Prospectus dated November 10, 2025)
104		Cover Page Interactive Data File (embedded within the Inline XBRL)


	SURF AIR MOBILITY INC.

Date: November 12, 2025	By:	/s/ Deanna White
	Name:	Deanna White
	Title:	Chief Executive Officer