EX-10.1
from 8-K
42 pages
“Commission” Shall Mean the Securities and Exchange Commission. “Common Stock” Shall Mean the Common Stock of the Company, Par Value $0.25 Per Share. “Common Stock Equivalents” Shall Have the Meaning Ascribed to Such Term in Section 3(g). “Company Counsel” Shall Have the Meaning Ascribed to Such Term in Section 4(l). “Dtc” Shall Have the Meaning Ascribed to Such Term in Section 2(b)(vii). “Effective Date” Shall Mean Each Date and Time That the Registration Statement and Any Post-Effective Amendment or Amendments Thereto Became or Becomes Effective. “Evaluation Date” Shall Have the Meaning Ascribed to Such Term in Section 3(x). “Exchange Act” Shall Mean the Securities Exchange Act of 1934, as Amended, and the Rules and Regulations of the Commission Promulgated Thereunder. “Execution Time” Shall Mean the Date and Time That This Agreement Is Executed and Delivered by the Parties Hereto. “Filing Date” Shall Have the Meaning Ascribed to Such Term in Section 4(w). “Free Writing Prospectus” Shall Mean a Free Writing Prospectus, as Defined in Rule 405. “Gaap” Shall Have the Meaning Ascribed to Such Term in Section 3(n). “Incorporated Documents” Shall Mean the Documents or Portions Thereof Filed With the Commission on or Before the Effective Date That Are Incorporated by Reference in the Registration Statement or the Prospectus and Any Documents or Portions Thereof Filed With the Commission After the Effective Date That Are Deemed to Be Incorporated by Reference in the Registration Statement or the Prospectus. “Indebtedness” Shall Have the Meaning Ascribed to Such Term in Section 3(ff). “Intellectual Property Rights” Shall Have the Meaning Ascribed to Such Term in Section 3(v). “Issuer Free Writing Prospectus” Shall Mean an Issuer Free Writing Prospectus, as Defined in Rule 433. Docusign Envelope Id: A0f53dff-E5b3-8cb7-8382-60238fdebe34
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EX-10.1
from 8-K
81 pages
The Securities (The “Equity”) Represented by This Limited Liability Company Operating Agreement (This “Agreement”) Have Been Acquired for Investment and Have Not Been Registered Under the Securities Act of 1933, as Amended (The “Securities Act”), or the Securities Laws of the Various States (“State Law”). the Equity Has Been Issued and Sold Under an Exemption From the Securities Act and State Law and May Not, Except as Specifically Provided in This Agreement, Be Sold, Pledged or Otherwise Transferred by the Holders of the Equity at Any Time, and Which May Be Conditioned Upon an Effective Registration Statement Related Thereto Under the Securities Act or Receipt by the Company of Evidence Reasonably Satisfactory to the Company, Which May Be an Opinion of Counsel That Such Securities May Be Transferred Without Registration or Qualification. Transfer of Equity Is Prohibited Except Under Registration in Accordance With the Securities Act and Each Relevant State Law or Under an Exemption From Registration Under the Securities Act and Each Relevant State Law. Limited Liability Company Operating Agreement of Crestone Air Partners, LLC Dated as of June 10, 2026 53366517.v19 Certain Identified Information Has Been Excluded From This Exhibit Because It Is Both Not Material and Is the Type That the Registrant Treats as Private or Confidential, or Because Disclosure Would Constitute a Clearly Unwarranted Invasion of Personal Privacy. Information That Was Omitted Has Been Noted in This Document With a Placeholder Identified by the Mark ‘[***]’
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EX-10.12
from 8-K
48 pages
Official: Sensitive // Legal-Privilege Official: Sensitive // Legal-Privilege Dated Facility Agreement Parties Each Entity Listed in Schedule 1 Commonwealth of Australia as Represented by the Department of Infrastructure, Transport, Regional Development, Communications, Sport and the Arts (Abn 86 267 354 017) Norton Rose Fulbright Level 5, 60 Martin Place Sydney Nsw 2000 Nortonrosefulbright.com Our Ref: 4081080
12/34/56
EX-10.11
from 8-K
36 pages
Dated General Security Deed Parties Each Person Named in Schedule 1 Commonwealth of Australia as Represented by the Department of Infrastructure, Transport, Regional Development, Communications, Sport and the Arts (Abn 86 267 354 017) Norton Rose Fulbright Australia Level 5, 60 Martin Place Sydney Nsw 2000 Tel: +61 9330 8000 Nortonrosefulbright.com Our Ref: 4081080
12/34/56
EX-10.10
from 8-K
24 pages
Dated Deed of Amendment and Restatement - Commonwealth Facility Agreement Parti Es Commonwealth of Australia as Represented by the Department of Infrastructure, Transport, Regional Development, Communications, Sport and the Arts Each Entity Listed in Schedule 1 Norton Rose Fulbright Australia Level 5, 60 Martin Place Sydney Nsw 2000 Nortonrosefulbright.com Our Ref: 4081080
12/34/56
EX-10.9
from 8-K
23 pages
© Norton Rose Fulbright 1 Official: Sensitive // Legal-Privilege Originally Dated 11 November 2024 and Further Amended and Restated on Commonwealth Facility Agreement Parties Commonwealth of Australia as Represented by the Department of Infrastructure, Transport, Regional Development, Communications, Sport and the Arts (Abn 86 267 354 017) Each Entity Listed in Schedule 1 Norton Rose Fulbright Level 5, 60 Martin Place Sydney Nsw 2000 Nortonrosefulbright.com Our Ref: 4072942
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EX-10.6
from 8-K
5 pages
Prepared in the New South Wales Registry, Federal Court of Australia Level 17, Law Courts Building, Queens Square, Sydney, Telephone Xxxx Federal Court of Australia District Registry: New South Wales Registry Division: General No: Nsd1050/2024 Samuel Freeman, Justin Walsh and Adam Nikitins in Their Capacity as Joint and Several Deed Administrators of Each of Regional Express Holdings Ltd (Subject to Deed of Company Arrangement) (Acn 099 547 270) and Others Named in the Schedule Plaintiff Order Judge: Justice Stewart Date of Order: 11 December 2025 Where Made: Sydney the Court Orders That: 1. Pursuant to S 444ga(1)(b) of the Corporations Act 2001 (Cth), the First Plaintiffs (Deed Administrators) Have Leave to Transfer All of the Existing Shares (Shares) in the Capital of Regional Express Holdings Ltd (Subject to Deed of Company Arrangement) (Company) From the Members (As Defined in the Corporations Act) of the Company to Air T Rex Acquisition Inc (Air T), in Accordance With CL 8.5(f) of the Deed of Company Arrangement Dated 14 November 2025 Entered Into By, Amongst Others, the Deed Administrators, Air T Inc and the Company (Doca). 2. Pursuant to S 447a(1) of the Corporations Act and S 90-15(1) of the Insolvency Practice Schedule (Corporations), Being Sch 2 to the Corporations Act (Ipsc), Any of the Deed Administrators May, Jointly or Severally, in Their Capacity as Deed Administrators of the Company: (A) Execute Share Transfer Forms and Any Other Documents Ancillary or Incidental to Effecting the Transfer of the Shares Referred to in Order 1 Above; and (B) Enter or Procure the Entry of the Name of Air T Into the Share Register of the Company in Respect of All Shares Transferred to Air T in Accordance With Order 1 Above. 3. to the Extent Necessary, Pursuant to S 447a(1) of the Corporations Act and S 90-15(1) of the Ipsc
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