Common use of Notification of Certain Matters Clause in Contracts

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. Seller shall have the right to deliver to Purchaser, not later than ten (a10) The Company Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall give prompt notice be deemed to Surf Air of: (i) be modified, supplemented and amended to include the occurrence items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or non-occurrence inaccuracy of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company Seller contained in this Agreement for purposes of Article 6. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in ‎Section 4.01 (other than those conditions related to the bring-down of representations and warranties) to be untrue or inaccurate at or prior satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to the Effective Time, and Seller within ten (ii10) any failure Business Days of its receipt of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderClosing Date Schedule Supplement; provided, however, provided that the delivery of any notice pursuant to this Section 5.05 shall if Purchaser does not (a) limit or otherwise affect any remedies available to the party receiving deliver such notice or within such ten (b10) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05Business Day period, however, then Purchaser shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice have irrevocably waived its right to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in terminate this Agreement with respect to be untrue or inaccurate at or prior such item and its right to not consummate the Effective Timetransactions contemplated hereby with respect to such item, and (ii) in each case, after giving effect to such item under any failure of any Surf Entity to comply with or satisfy any material covenantthe conditions set forth in Section 4.01, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 but shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement have irrevocably waived its right to indemnification under ‎Section 6.01 with respect to such item (provided that updates shall not give rise to any right of indemnification to the Surf Air Disclosure Schedule or prevent or cure extent such updates are solely to reflect the execution of any misrepresentations, breach of warranty or breach of covenantTax Equity Document pursuant to and in accordance with Section 5.12).

Notification of Certain Matters. (a) The Company Seller shall give prompt notice to Surf Air of: Buyer if Seller becomes aware of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company Seller contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective TimeClosing, and (ii) any material failure of the Company Seller to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 5.8 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice Buyer or (b) constitute an acknowledgment or admission by Seller of a breach of this Agreement. No disclosure by the Company Seller pursuant to this Section 5.055.8, however, shall be deemed to amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentationsmisrepresentation, breach of warranty or breach of covenant. (b) Surf Air Parent and Buyer shall give prompt notice to the Company of: Seller if either Parent or Buyer becomes aware of (i) the occurrence or non- non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity Parent or Buyer contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective TimeClosing, and (ii) any material failure of any Surf Entity Parent or Buyer to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 5.8(b) shall not (a) limit or otherwise affect any remedies available to the party receiving such notice Seller or (b) constitute an acknowledgment or admission by Parent or Buyer of a breach of this Agreement. No disclosure by Surf Air Parent or Buyer pursuant to this Section 5.055.8(b), however, shall be deemed to amend or supplement the Surf Air Parent Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (aA) The Company shall give prompt notice to Surf Air of: (i) the occurrence or non-occurrence Investar will promptly notify CFG in writing if it becomes aware of any event, the occurrence fact or non-occurrence of which is likely condition that makes or shows to cause be untrue any representation or warranty made by Investar in, or any information disclosed on the Schedules provided to CFG by Investar under, this Agreement; reasonably would be expected to cause or constitute a breach of, of failure to comply with, any of the Company covenants or agreements of Investar contained in this Agreement Agreement; or reasonably would be expected to be untrue give rise, individually or inaccurate at or prior in the aggregate, to the Effective Timefailure to occur of any closing condition under this Agreement. No information received by CFG under this Section 6.10(A) will affect or be deemed to modify or waive any representation, and (ii) any failure of the Company to comply with or satisfy any material covenantwarranty, condition covenant or agreement of Investar in this Agreement, any Schedules delivered in accordance with this Agreement, any condition to be complied with CFG’s obligation to consummate the Contemplated Transactions or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to CFG under this Agreement. (B) CFG will promptly notify Investar in writing if it becomes aware of any fact or condition that makes or shows to be untrue any representation or warranty made by CFG in, or any information disclosed on the party receiving such notice Schedules provided to Investar by CFG under, this Agreement; reasonably would be expected to cause or (b) constitute an acknowledgment or admission of a breach of, or failure to comply with, any of the covenants or agreements of CFG contained in this Agreement; or reasonably would be expected to give rise, individually or in the aggregate, to the failure to occur of any closing condition under this Agreement. No disclosure information received by the Company pursuant to Investar under this Section 5.05, however, shall 6.10(B) will affect or be deemed to amend modify or supplement the Disclosure Schedule waive any representation, warranty, covenant or prevent or cure any misrepresentations, breach agreement of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained CFG in this Agreement Agreement, any Schedules delivered in accordance with this Agreement, any condition to be untrue Investar’s obligation to consummate the Contemplated Transactions or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of Investar under this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: the Parent, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of made by the Company contained in this Agreement that is qualified as to be materiality becoming untrue or inaccurate at in any respect or prior to the Effective Timeany such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, and or (ii) any the failure of by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving no such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, notification shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach or otherwise affect the representations or warranties of warranty the Company or breach the conditions to the obligations of covenantthe parties hereunder. (b) Surf Air Without limiting the foregoing, the Company shall, within 24 hours after it has notice of any of the following, notify the Parent of: (i) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement; (ii) any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims, investigations or proceedings commenced or, to the best of its knowledge, threatened against, relating to or involving or otherwise affecting the Company or any Subsidiary which, if pending on the date of this Agreement would have been required to have been disclosed pursuant to this Agreement or which relate to the consummation of the transaction contemplated hereby. (c) The Parent shall give prompt notice to the Company of: of (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity made by the Parent or the Purchaser contained in this Agreement that is qualified as to be materiality becoming untrue or inaccurate at in any respect or prior to the Effective Timeany such representation or warranty that is not so qualified becoming untrue or inaccurate in any material respect, and or (ii) any the failure of any Surf Entity by the Parent or the Purchaser to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderthem under this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving no such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, notification shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach or otherwise affect the representations or warranties of warranty the Parent or breach the Purchaser or the conditions to the obligations of covenantthe parties hereunder.

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: ------------------------------- Parent of (i) the occurrence or non-occurrence nonoccurrence of any event, the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (a) any representation or warranty of the Company that is not qualified by materiality contained in Article V of this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Timeconsummation of the Offer or (b) any representation or warranty of the Company that is qualified by materiality contained in Article V of this Agreement to be untrue or inaccurate in any respect at or prior to the consummation of the Offer, and (ii) any failure of the Company to comply with or satisfy in any material respect any covenant, condition condition, or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air hereunder. Company shall give prompt notice to Parent if there occurs any event which has resulted in or is reasonably likely to result in a Material Adverse Effect on the Company of: or, subject to the fiduciary duties of the board of directors of the Company, will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. The Company shall provide to Parent copies of all filings made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall give prompt notice to Company of (i) the occurrence or non- occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (a) any representation or warranty of any Surf Entity Parent or Newco that is not qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time, consummation of the Offer or (b) any representation or warranty of the Parent or Newco that is qualified by materiality contained in Article IV of this Agreement to be untrue or inaccurate in any respect at or prior to the consummation of the Offer and (ii) any failure of any Surf Entity Parent to comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it Parent hereunder; provided, however, that . Parent shall give prompt notice to the Company if there occurs any event which has resulted in or is reasonably likely to result in a Material Adverse Effect on Parent or will prevent or result in a third party materially delaying the consummation of the Offer or the Merger. The Company shall provide to Parent copies of all filings made by the Company with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. Parent shall provide to the Company copies of all filings made by Parent with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby. The delivery of any notice pursuant to this Section 5.05 shall not be deemed to (ai) modify the representations or warranties hereunder of the party delivering such notice, (ii) modify the conditions set forth in Articles VIII and IX, or (iii) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantnotice.

Notification of Certain Matters. (a) The At all times during the period commencing on the date of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company shall give prompt notice to Surf Air of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause Parent and Acquisition Sub upon becoming aware that any representation or warranty of the Company contained made by it in this Agreement to be has become untrue or inaccurate at in any material respect, or prior to the Effective Time, and (ii) of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to cause any of the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated hereby set forth in paragraphs (C)(2) and (C)(3) of Annex A to fail to be satisfied at the then scheduled expiration of the Offer; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the delivery Company set forth in this Agreement or the conditions to the obligations of Parent and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder or update any notice section of the Company Disclosure Letter; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant7.12(a). (b) Surf Air At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, Parent shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause upon becoming aware that any representation or warranty of any Surf Entity contained made by Parent or Acquisition Sub in this Agreement to be has become untrue or inaccurate at in any material respect, or prior to the Effective Time, and (ii) of any failure of any Surf Entity Parent or Acquisition Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would reasonably be expected to prevent, materially delay or materially impair the ability of Parent and Acquisition Sub to consummate the Merger and the transactions contemplated by this Agreement (including the Offer); provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of Parent or Acquisition Sub set forth in this Agreement or the delivery conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any notice information provided to the Company pursuant to this Section 5.05 7.12(b). (c) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, each of the Company and Parent shall not give prompt notice to the other of (ai) limit any written notice from any Person alleging that the approval or otherwise consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated by this Agreement, and (ii) any written notice or other communication from any Governmental Authority in connection with the Offer, the Merger or the other transactions contemplated by this Agreement; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of any party set forth in this Agreement or the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement or the remedies available to the party receiving such notice parties hereunder or (b) constitute an acknowledgment or admission update any section of a breach the Company Disclosure Letter; and provided further, that the terms and conditions of this Agreement. No disclosure by Surf Air the Confidentiality Agreement shall apply to any information provided pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant7.12(c).

Notification of Certain Matters. (a) The Company Subject to Section 6.9(b), Seller shall give prompt notice to Surf Air of: Purchaser, and Purchaser shall give prompt notice to Seller, of (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is likely to would cause any representation or warranty of the Company contained in this Agreement (including the Seller Disclosure Letter) to be untrue or inaccurate in any material respect at or prior to the Effective Time, Closing and (ii) any material failure of the Company Seller or Purchaser, as the case may be, to comply with or satisfy any material covenant, warranty, obligation, condition or agreement to be observed, complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt Seller may from time to time prior to or on the Closing Date by notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in accordance with this Agreement supplement or amend the Seller Disclosure Letter, including one or more supplements or amendments to be untrue or inaccurate at or prior to the Effective Time, and (ii) correct any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, matter that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or would otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of any representation, warranty or covenant contained herein. If a supplement or amendment of any section of the Seller Disclosure Letter materially and adversely affects the benefits to be obtained by Purchaser under this Agreement, then Purchaser shall have the right to terminate this Agreement with such termination being Purchaser's sole remedy relating to matters set forth in amendments to supplements to any section of the Seller Disclosure Letter. No disclosure Notwithstanding any other provision hereof, the Seller Disclosure Letter and the representations and warranties made by Surf Air pursuant to this Section 5.05, however, the Seller shall be deemed to amend or supplement include and reflect such supplements and amendments as of the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach date hereof and as of warranty or breach of covenantthe Closing Date.

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: Purchaser of (i) the occurrence or non-occurrence nonoccurrence of any event, the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (a) any representation or warranty of the Company contained in ARTICLE IV of this Agreement that is not qualified by materiality to be untrue or inaccurate in any material respect at or prior to the Effective Timeconsummation of the Offer or (b) any representation or warranty of the Company contained in ARTICLE IV of this Agreement that is qualified by materiality to be untrue or inaccurate in any respect at or prior to the consummation of the Offer, and (ii) any failure of the Company to comply with or satisfy in any material respect any covenant, condition condition, or agreement to be complied with or satisfied by it the Company hereunder; provided. The Company shall give prompt notice to Purchaser if there occurs any event which has resulted in or is reasonably likely to result in a Company Material Adverse Effect or, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available subject to the party receiving such notice or (b) constitute an acknowledgment or admission fiduciary duties of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05Board, however, shall be deemed to amend or supplement the Disclosure Schedule or will prevent or cure any misrepresentations, breach result in a third party materially delaying the consummation of warranty the Offer or breach of covenant. (b) Surf Air the Merger. Purchaser shall give prompt notice to the Company of: of (i) the occurrence or non- occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause (a) any representation or warranty of any Surf Entity Purchaser or Acquisition Sub contained in ARTICLE V of this Agreement that is not qualified by materiality to be untrue or inaccurate in any material respect at or prior to the Effective Time, consummation of the Offer or (b) any representation or warranty of the Purchaser or Acquisition Sub contained in ARTICLE V of this Agreement that is qualified by materiality to be untrue or inaccurate in any respect at or prior to the consummation of the Offer and (ii) any failure of any Surf Entity Purchaser to comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it Purchaser hereunder; provided, however, that the . The delivery of any notice pursuant to this Section 5.05 shall not be deemed to (ai) modify the representations or warranties hereunder of the party delivering such notice, (ii) modify the conditions set forth in ARTICLE VII, or (iii) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantnotice.

Notification of Certain Matters. (a) The During the Pre-Closing Period, Seller shall, and shall cause the Company shall to, give prompt notice to Surf Air Buyer, of: : (ia) the occurrence any material communication from any union, employee or non-occurrence supplier; (b) any breach of any eventMaterial Contract or consent requirement; (c) any Order restraining, enjoining or otherwise restricting the consummation of the Contemplated Transactions or any complaint or threatened complaint seeking such an Order or (ii) such party’s receiving any notice from any Governmental Entity or any other Person of its intention (x) to institute an investigation into, or institute a Proceeding to restrain, enjoin or otherwise restrict, the occurrence consummation of the Contemplated Transactions or non-occurrence (y) to nullify or render ineffective this Agreement or the Contemplated Transactions if consummated; and (d) by written update to the Seller Disclosure Schedule, any inaccuracy of which is likely to cause any representation or warranty of the Company contained made by Seller in this Agreement to be untrue Agreement, either when such representation or inaccurate at warranty was made or prior to the Effective Time, and (ii) any failure of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the thereafter which would result in a Material Adverse Effect. The delivery of any notice pursuant to this Section 5.05 4.3(d) shall not (a) limit or otherwise affect cure any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty requiring disclosure of any Surf Entity contained in this Agreement to be untrue or inaccurate at or such matter prior to the Effective Timedate of this Agreement or otherwise limit or affect the rights of, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenantthe remedies available to, condition or agreement to be complied with or satisfied by it hereunderBuyer; provided, however, that Seller shall be entitled to update the delivery of any notice Seller Disclosure Schedule for Contracts required to be disclosed pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available 2.12 that are entered into between the date hereof and the Closing Date, to the party receiving extent such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Contracts are entered into in accordance with Section 5.054.1(b), however, and the Seller Disclosure Schedule shall be deemed to amend or supplement be amended by any such updates as of the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantClosing Date.

Notification of Certain Matters. (a) The During the Pre-Closing Period, the Company shall give prompt notice to Surf Air of: Parent, GT Topco and Merger Sub upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate, or of any failure of the Company to perform or comply with or satisfy any covenant or agreement to be performed or complied with by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would cause any of the conditions to the Merger set forth in Section 5.2(a) or Section 5.2(b) to not be satisfied at such time; provided that no such notification shall affect or be deemed to modify (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company contained set forth herein or in this Agreement to be untrue any certificate or inaccurate at Contract delivered or prior to executed in connection with the Effective Time, and transactions contemplated hereby or (ii) any failure the conditions to the obligations of Parent, GT Topco and Merger Sub to consummate the Company to comply with transactions contemplated by this Agreement or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantparties hereunder. (b) Surf Air During the Pre-Closing Period, Parent shall give prompt notice to the Company of: upon becoming aware that any representation or warranty made by Parent, GT Topco or Merger Sub in this Agreement has become untrue or inaccurate, or of any failure of Parent, GT Topco or Merger Sub to perform or comply with any covenant or agreement to be performed or complied with by it under this Agreement, in any such case if and only to the extent that such untruth or inaccuracy, or such failure, would cause any of the conditions to the Merger set forth in Section 5.3(a) or Section 5.3(b) to not be satisfied at such time; provided that no such notification shall affect or be deemed to modify (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Parent, GT Topco or Merger Sub set forth herein or in any Surf Entity contained certificate or Contract delivered or executed in connection with the transactions contemplated hereby or (ii) the conditions to the obligations of Company to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by the Company pursuant this Section 4.8(b). (c) Notwithstanding anything in this Agreement to be untrue or inaccurate at or prior to the Effective Timecontrary, and (ii) any individual failure of any Surf Entity by the Company to comply with Section 4.8(a) or satisfy any material covenantby Parent to comply with Section 4.8(b) shall, by itself, not result in a failure of either the condition to the Merger set forth in Section 5.2(a) or agreement Section 5.2(b), respectively, to be complied with satisfied (or satisfied by it hereunder; provided, however, that the delivery of result in any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantcorresponding termination right in Article VI).

Notification of Certain Matters. (a) The Company From time to time prior to the Closing (and in respect of (B) below within 20 Business Days of the date of receipt thereof), the Shareholders shall promptly supplement or amend the Disclosure Schedule by written notice to Purchaser with respect to (A) any matter arising after the date hereof that, if existing or known at, or occurring on or prior to, the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule, and (B) assessments and notifications received by a Warranted Subsidiary after the date of this Agreement from a taxing authority which have been issued following a desk tax audit: (i) No supplement or amendment to the Disclosure Schedule made after the execution hereof by Purchaser pursuant to this Section or otherwise shall be deemed to cure any breach of any representation or warranty made pursuant to this Agreement or qualify any representation or warranty repeated on the Closing Date pursuant to this Agreement. (ii) No supplement or amendment to the Disclosure Schedule made after the execution hereof pursuant to this Section or otherwise shall prejudice Purchaser’s rights to recover damages for breach of this Agreement (including for breach of any representation or warranty). (b) Each party hereto shall give prompt notice to Surf Air of: the other parties as soon as reasonably practicable after becoming aware of (i) the occurrence or non-occurrence of any event, the event whose occurrence or non-occurrence of which is likely would be reasonably expected to cause either (A) any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate breached in any material respect at or prior any time from the date hereof to the Effective Time, Closing Date or (B) any condition set forth in Article VIII to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that (x) the delivery of any notice pursuant to this Section 5.05 section shall not (a) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or and (by) constitute an acknowledgment or admission such notice shall not be required to be given from and after the time the party to whom such notice is to be given has actual knowledge of a breach of this Agreement. No disclosure by the Company pursuant information required to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantincluded in such notice. (bc) Surf Air JVCo shall give prompt notice deliver to the Company of: Purchaser, on request (and at JVCo’s expenses) copies of (i) the occurrence all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity relating to national, regional, local or non- occurrence of foreign Taxes due from or with respect to JVCo or any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, JVCo Subsidiary and (ii) any failure Closing agreements entered into by JVCo or any JVCo Subsidiary with any taxing authority, which come into the possession of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that JVCo after the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantdate hereof.

Notification of Certain Matters. (a) The At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall give prompt notice to Surf Air of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause Parent and Merger Sub upon becoming aware that any representation or warranty of the Company contained made by it in this Agreement to be has become untrue or inaccurate at in any material respect, or prior to the Effective Time, and (ii) of any failure of the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement, howeverin any such case if and only if such untruth or inaccuracy, that or such failure, would reasonably be expected to cause any of the delivery of any notice pursuant conditions set forth in Section 7.2(a) or Section 7.2(b) to this Section 5.05 shall not (a) limit or otherwise affect any remedies available fail to the party receiving be satisfied, such notice to include a reasonably detailed description of the fact, or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- non-occurrence of any event, event or circumstance the occurrence or non-occurrence of which is likely resulted in such untruth, inaccuracy or failure; provided, however, that no such notification shall affect or be deemed to cause modify any representation or warranty of any Surf Entity contained the Company set forth in this Agreement or the conditions to be untrue the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or inaccurate at or prior the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any information provided to Parent pursuant to this Section 6.5(a). (b) At all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, and (ii) Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by it or Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure of any Surf Entity Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, such notice to include a reasonably detailed description of the fact, or the occurrence or non-occurrence of any event or circumstance the occurrence or non-occurrence of which resulted in such untruth, inaccuracy or failure; provided, however, that no such notification shall affect or be deemed to modify any representation or warranty of the delivery Company set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the parties hereunder; and provided further, that the terms and conditions of the Confidentiality Agreement shall apply to any notice information provided to the Company pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant6.5(b).

Notification of Certain Matters. (a) From time to time prior to the earlier of Closing or the termination of this Agreement, the Company shall supplement or amend the Disclosure Schedule with respect to any matter, whether existing as of the date hereof or arising thereafter, that was, or would have been, required to be set forth or described in the Disclosure Schedule. Each supplement to or amendment of the Disclosure Schedule (a “Disclosure Schedule Supplement”) made after the execution hereof shall be effective and shall be deemed to modify the representations and warranties made pursuant to this Agreement, from and after the delivery to Optionees of such Disclosure Schedule Supplement. The Company and Optionee shall give prompt notice to Surf Air of: the other promptly (with a copy to each Optionor) after becoming aware of (i) the occurrence or non-non occurrence of any event, the event whose occurrence or non-non occurrence of which is would be likely to cause either (A) any representation or warranty of the Company contained set forth in this Agreement that is qualified as to materiality to be untrue or inaccurate incorrect in any respect at or prior any time from the date hereof to the Effective Time, Closing Date or any representation or warranty that is not so qualified to be untrue or incorrect in any material respect at any time from the date hereof to the Closing Date or (B) any condition set forth in Article IX to be unsatisfied at any time from the date hereof to the Closing Date and (ii) any failure of the Company to perform in any material respect any obligation or to comply with or satisfy in any material covenant, condition respect with any agreement or agreement covenant to be performed or complied with or satisfied by it hereunder; provided, however, that (x) the delivery of any notice pursuant to this Section 5.05 section shall not (a) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or and (by) constitute an acknowledgment or admission the failure to give such notice shall not be required from and after the time the party to whom such notice is to be given has actual knowledge of a breach of this Agreement. No disclosure by the Company pursuant information required to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantincluded in such notice. (b) Surf Air The Company shall give prompt notice deliver to Optionee (with a copy to each Optionor) copies of (i) all audit reports, letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity relating to the United States federal, state, local or foreign Taxes due from or with respect to the Company of: (i) the occurrence or non- occurrence of any eventCompany Subsidiary, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure closing agreements entered into by the Company or any Company Subsidiary with any taxing authority, which come into the possession of the Company after the date hereof, (iii) any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery letter of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission revocation of a breach Company Permit, (iv) any complaints of this Agreement. No disclosure material litigation filed by Surf Air pursuant or against the Company or any Company Subsidiary, and (v) any agreements to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure terminate any misrepresentations, breach of warranty or breach of covenantMaterial Contracts.

Notification of Certain Matters. (a) The Company Each party shall give prompt notice to Surf Air of: the other party of (ia) the occurrence or non-occurrence failure to occur of any eventevent or the discovery of any information, the occurrence which occurrence, failure or non-occurrence of which is discovery would be likely to cause any representation or warranty of the Company on its part contained in this Agreement to be untrue untrue, inaccurate or incomplete after the date hereof or, in case of any representation or warranty given as of a specific date, would be likely to cause any such representation on its part contained in this Agreement to be untrue, inaccurate at or prior to the Effective Time, incomplete in any material respect as of such specific date and (iib) any material failure of the Company such party to comply with or satisfy any material covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice From time to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or time prior to the Effective Time, each party shall promptly supplement or amend any of its representations and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available warranties which apply to the period after the date hereof by delivering an updated Schedule to the other party receiving pursuant hereto with respect to any matter hereafter arising which would render any such notice representation or (b) constitute an acknowledgment or admission of a breach warranty after the date of this AgreementAgreement materially inaccurate or incomplete as a result of such matter arising. No disclosure by Surf Air pursuant Such supplement or amendment to this Section 5.05, however, a party's representations and warranties contained in an updated Schedule shall be deemed to amend have modified the representations and warranties of the disclosing party, and no such supplement or amendment, or the information contained in an updated Schedule, shall constitute a breach of a representation or warranty of the disclosing party; provided that no such supplement the Surf Air Disclosure Schedule or prevent or amendment may cure any misrepresentations, breach of warranty a covenant or breach agreement of covenantany party under Articles 4 or 5. Within 20 days after receipt of such supplement or amendment (or if cure is promptly commenced by the disclosing party, but is not effected within the Cure Period (as defined below)), the receiving party may exercise its right to terminate this Agreement pursuant to Section 7.1(i) hereof if the information in such supplement or amendment together with the information in any or all of the supplements or amendments previously provided by the disclosing party indicate that the disclosing party has suffered or is reasonably likely to suffer a Material Adverse Effect which either has not or cannot be cured within 30 days after disclosure to the receiving party (the "Cure Period").

Notification of Certain Matters. (a) The Company During the period from the date of this Agreement until the Closing, each of Parent and Purchaser shall give prompt notice to Surf Air of: (i) notify the occurrence or non-occurrence other in writing after learning of any event, condition, fact or circumstance that would make the occurrence or non-occurrence timely satisfaction of which is likely to cause any representation or warranty of the Company contained conditions set forth in this Agreement to be untrue Article VII impossible or inaccurate at unlikely, and Parent shall promptly notify Purchaser of all material developments affecting any of the Companies. Without limiting the generality of the foregoing, each of Parent and Purchaser shall advise the other in writing of any Legal Proceeding or prior claim threatened in writing, commenced or asserted against it with respect to the Effective Time, and (ii) any failure of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied transactions contemplated by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice During the period from the date of this Agreement until ten (10) Business Days prior to the Closing, Parent, Holdings and the Company of: shall supplement or amend the Disclosure Letter (isuch supplements or additions being referred to as “Supplemental Disclosures”) with respect to any matter of which any of Parent, Holdings or the occurrence Company acquires knowledge which, if existing or non- occurrence occurring on or before the date this Agreement is executed, would have been required to be set forth or described in the Disclosure Letter. Parent agrees to advise Purchaser promptly in writing of any event, the occurrence matter or non-occurrence of which is likely to cause any representation of Parent, Holdings or warranty of any Surf Entity contained in this Agreement Company has or obtains knowledge that would be required to be untrue set forth or inaccurate at or prior described in the Disclosure Letter. Prior to the Effective TimeClosing, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach for all purposes of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, howeverincluding for purposes of determining whether the conditions set forth in Article VII have been fulfilled, the Disclosure Letter shall be deemed to amend include only that information contained therein on the date of this Agreement and shall be deemed to exclude all information contained in any Supplemental Disclosures other than (i) new or supplement amended Material Contracts entered into or amended after the Surf Air date of this Agreement consistent with the requirements of Section 5.01, (ii) Permit renewals after the date of this Agreement that contain substantially similar terms as the Permits being renewed, (iii) new Permits obtained after the date of this Agreement that were not required to be held as of the date of this Agreement and (iv) Contracts entered into after the date of this Agreement consistent with the requirements of Section 5.01 relating to any Development Project (such supplements or additions being referred to as “Permitted Disclosure Schedule or prevent or cure Updates”). Following the Closing, for purposes of the indemnification obligations of Parent and Holdings in Article X, any misrepresentations, breach information with respect to any matter occurring after the date of warranty or breach of covenantthis Agreement that is a Permitted Disclosure Update shall be deemed to be included in the Disclosure Letter but no other Supplemental Disclosure shall be deemed to be included in the Disclosure Letter.

Notification of Certain Matters. (a) The Each of the Company and Acquiror shall give prompt notice to Surf Air of: promptly notify the other of (i) any written notice received by such party (or any of its Subsidiaries or Representatives) from any Person alleging that the occurrence consent of such Person is or non-occurrence may be required in connection with the Offer or the Merger, if the failure to obtain such consent would reasonably be expected to materially affect, impede or impair the consummation of the Offer or the Merger and (ii) any Legal Proceedings commenced or, to such party’s Knowledge, threatened in writing against, the Company or Acquiror or any of their respective Subsidiaries, that seek to materially impede or delay the consummation of the Offer or the Merger, or that make allegations that, if true, would reasonably be expected to result in a Material Adverse Effect. (b) The Company shall, promptly after the Company obtains Knowledge of any eventof the following, the occurrence or non-occurrence notify Acquiror of which is likely to cause (i) any inaccuracy of any representation or warranty of the Company contained herein in this Agreement to be untrue or inaccurate any material respect at or prior to any time during the Effective Time, term hereof and (ii) any failure of the Company (or its Subsidiaries) to comply with or satisfy in any material covenant, condition respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, howeverin each case if and only to the extent that such inaccuracy, that or such failure, would reasonably be expected to cause any of the conditions to the obligations of Acquiror and Merger Sub to consummate the transactions contemplated hereby set forth in paragraph (c)(iii), paragraph (c)(iv) or paragraph (c)(v) of Annex I to fail to be satisfied at the then scheduled expiration of the Offer. For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.05 6.12(b) shall not affect or be deemed to modify any representation or warranty (aor cure any inaccuracy thereof) limit of the Company set forth in this Agreement or otherwise affect any the conditions to the obligations of Acquiror and Acquisition Sub to consummate the transactions contemplated by this Agreement or the remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantparties hereunder. (bc) Surf Air Acquiror shall give prompt notice to promptly notify the Company of: of (i) the occurrence or non- occurrence any inaccuracy of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Acquiror or Merger Sub contained herein in any Surf Entity contained in this Agreement to be untrue or inaccurate material respect at or prior to any time during the Effective Time, term hereof and (ii) any failure of any Surf Entity Acquiror or Merger Sub to comply with or satisfy in any material covenant, condition respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, howeverin each case if and only to the extent that such inaccuracy, that or such failure, would reasonably be expected to prevent or materially delay the ability of Acquiror or Merger Sub to consummate the transactions contemplated by this Agreement (including the Offer and the Merger) or the ability of Acquiror and Merger Sub to fully perform their respective covenants and obligations under this Agreement. For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.05 6.12(c) shall not (a) limit affect or otherwise affect be deemed to modify any representation or warranty of Acquiror or Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantparties hereunder.

Notification of Certain Matters. (a) The Company Each party shall give prompt notice to Surf Air of: the other party of (i) the occurrence or non-occurrence failure to occur of any eventevent or the discovery of any information, the occurrence which occurrence, failure or non-occurrence of which is discovery would be likely to cause any representation or warranty of the Company on its part contained in this Agreement to be untrue untrue, inaccurate or incomplete after the date hereof or, in case of any representation or warranty given as of a specific date, would be likely to cause any such representation on its part contained in this Agreement to be untrue, inaccurate at or prior to the Effective Time, incomplete in any material respect as of such specific date and (ii) any material failure of the Company such party to comply with or satisfy any material covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice From time to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or time prior to the Effective Time, each party shall promptly supplement or amend any of its representations and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available warranties which apply to the period after the date hereof by delivering an updated Schedule to the other party receiving pursuant hereto with respect to any matter hereafter arising which would render any such notice representation or (b) constitute an acknowledgment or admission of a breach warranty after the date of this AgreementAgreement materially inaccurate or incomplete as a result of such matter arising. No disclosure by Surf Air pursuant Such supplement or amendment to this Section 5.05, however, a party's representations and warranties contained in an updated Schedule shall be deemed to amend have modified the representations and warranties of the disclosing party, and no such supplement or amendment, or the information contained in an updated Schedule, shall constitute a breach of a representation or warranty of the disclosing party; provided that no such supplement the Surf Air Disclosure Schedule or prevent or amendment may cure any misrepresentations, breach of warranty a covenant or breach agreement of covenantany party under Articles 4 or 5. Within 20 days after receipt of such supplement or amendment (or if cure is promptly commenced by the disclosing party, but is not effected within the Cure Period (as defined below)), the receiving party may exercise its right to terminate this Agreement pursuant to Section 7.1(i) hereof if the information in such supplement or amendment together with the information in any or all of the supplements or amendments previously provided by the disclosing party indicate that the disclosing party has suffered or is reasonably likely to suffer a Material Adverse Effect which either has not or cannot be cured within 30 days after disclosure to the receiving party (the "Cure Period").

Notification of Certain Matters. (a) The During the Pre-Closing Period, the Company shall will give prompt written notice to Surf Air of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause Parent upon becoming aware that any representation or warranty of the Company contained made by it in this Agreement to be has become untrue or inaccurate at in any material respect, or prior to the Effective Time, and (ii) of any failure of by the Company to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Agreement, in each case, if and only to the extent that such untruth, inaccuracy, or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Sub to consummate the Merger set forth in Section 5.05 shall not (a7.2(a) limit or otherwise Section 7.2(c) to fail to be satisfied at the Closing. No such notification will affect or be deemed to modify any representation or warranty of the Company that is set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the Merger or the remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of Parties under this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall During the Pre-Closing Period, Parent will give prompt written notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause upon becoming aware that any representation or warranty of any Surf Entity contained made by Parent or Merger Sub in this Agreement to be has become untrue or inaccurate at in any material respect, or prior to the Effective Time, and (ii) of any failure of any Surf Entity by Parent or Merger Sub to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Agreement, in each case, if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the Merger set forth in Section 5.05 shall not (a7.3(a) limit or otherwise Section 7.3(b) to fail to be satisfied at the Closing. No such notification will affect or be deemed to modify any representation or warranty of Parent or Merger Sub that is set forth in this Agreement or the conditions to the obligations of the Company to consummate the Merger or the remedies available to the party receiving such notice or Parties under this Agreement. (bc) constitute an acknowledgment or admission of Notwithstanding anything to the contrary in this Agreement, a breach of this Agreement. No disclosure by Surf Air pursuant to the obligations of the Company or Parent under this Section 5.05, however, shall 6.16 will not be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure taken into account for purposes of determining whether any misrepresentations, breach of warranty or breach of covenantconditions set forth in ARTICLE VII have been satisfied.

Notification of Certain Matters. (a) The Company Until the Closing, Seller shall give prompt notice to Surf Air Buyer of: (i) the occurrence or non- occurrence of any event the occurrence or non-occurrence of which, to Seller’s Knowledge, would be likely to cause a material breach of any representation or warranty made by Seller in Article IV or by Buyer in Article V at or prior to the Closing, and (ii) a failure of Seller or Buyer to materially comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by Seller or Buyer hereunder prior to Closing. Until the Closing, Buyer shall give prompt notice to Seller of: (i) the occurrence or non-occurrence of any event, event the occurrence or non-non- occurrence of which is to the actual knowledge of Buyer, would be likely to cause a material breach of any representation or warranty of the Company contained made by Seller in this Agreement to be untrue Article IV or inaccurate by Buyer in Article V at or prior to the Effective TimeClosing, and (ii) any a failure of the Company Buyer or Seller to comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunder; provided, however, that the ▇▇▇▇▇ or Seller hereunder prior to Closing. The delivery of any notice pursuant to this Section 5.05 6.6 shall not be deemed to (ax) modify the representations or warranties hereunder of the party in breach, (y) modify the conditions set forth in Article VIII, or (z) limit or otherwise affect any the remedies available hereunder to the party receiving not in breach. If any of Buyer’s or Seller’s representations or warranties are materially untrue or shall become materially untrue between the date of execution of this Agreement and the Closing Date, or if any of Buyer’s or Seller’s covenants or agreements to be performed or observed prior to or on the Closing Date shall not have been materially performed or observed, and if such notice breach of representation, warranty, covenant or agreement shall (bif curable) constitute an acknowledgment be cured by the Closing (or admission of a extended Closing as applicable; or, if the Closing does not occur, by the date set forth in Section 9.1), then such material breach shall be considered not to have occurred for all purposes of this Agreement. No In the event a party to this Agreement makes a disclosure by the Company pursuant to this Section 5.056.6 and the effect of such disclosure would reasonably be expected to constitute a matter which would excuse a party from Closing pursuant to Article IX, howeversuch disclosure shall not affect a party’s right to terminate this Agreement pursuant to Article VIII. Except when Seller’s gross negligence and willful misconduct caused a breach or failure in any material respect of any representation, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air covenant under this Agreement, Seller shall give prompt notice have no liability to Buyer in the Company of: (i) the occurrence event that Buyer closes pursuant to Article IX or non- occurrence terminates this Agreement pursuant to Article VIII by reason of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied matter disclosed by it hereunder; provided, however, that the delivery of any notice Seller pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.this

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air promptly notify Parent of: (i) the occurrence or non-occurrence of any event, the occurrence fact or non-occurrence event of which is likely the Company has knowledge which would be reasonably expected to (x) to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate incorrect in any material respect at or prior any time from the date hereof to the Effective Time, or (y) to cause any covenant, condition or agreement of the Company in this Agreement not to be complied with or satisfied in any material respect; and (ii) any failure of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder in any material respect; provided, however, that no such notification shall affect the delivery representations or warranties of the Company, or the right of the Parent, Merger Sub 1 and Merger Sub 2 to rely thereon, or the conditions to the obligations of the Parent, or the remedies available hereunder to the Parent. The Company shall give prompt notice to the Parent of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect other communication from any remedies available to third Person alleging that the party receiving consent of such notice third Person is or (b) constitute an acknowledgment or admission of a breach of may be required in connection with the transactions contemplated by this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air The Parent shall give prompt notice to promptly notify the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of any fact or event of which is likely the Parent has knowledge which would be reasonably expected to (x) to cause any representation or warranty of any Surf Entity the Parent, Merger Sub 1 or Merger Sub 2 contained in this Agreement to be untrue or inaccurate incorrect in any material respect at or prior any time from the date hereof to the Effective TimeTime or (y) to cause any covenant, condition or agreement of the Parent, Merger Sub 1 or Merger Sub 2 or in this Agreement not to be complied with or satisfied in any material respect and (ii) any failure of any Surf Entity Parent, Merger Sub 1 or Merger Sub 2 to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder in any material respect; provided, however, that no such notification shall affect the delivery representations or warranties of Parent, Merger Sub 1 or Merger Sub 2, or the right of the Company to rely thereon, or the conditions to the obligations of the Company, or the remedies available hereunder to the Company. The Parent shall give prompt notice to the Company of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect other communication from any remedies available to third Person alleging that the party receiving consent of such notice third Person is or (b) constitute an acknowledgment or admission of a breach of may be required in connection with the transactions contemplated by this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company On the Execution Date, Seller has no knowledge of any fact that would cause Buyer to be in breach of any of Buyer's representations, warranties, covenants, undertakings or other agreements contained in this Agreement. At any time from the Execution Date to the Closing Date, Seller shall give prompt written notice to Surf Air of: Buyer of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event, the occurrence or non-occurrence of which is likely to cause event that has caused any representation or warranty of the Company Seller contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any failure of the Company Seller to comply with or satisfy satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of under this Agreement. No disclosure Such notice shall provide a reasonably detailed description of the relevant circumstances. In addition, at any time from the Execution Date to the Closing Date, Seller shall give prompt written notice to Buyer if Seller becomes aware of the breach by the Company pursuant Buyer of any of Buyer's representations, warranties, covenants, undertakings or other agreements contained in this Agreement, but Seller's knowledge shall not affect any right of Seller to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantpossible indemnification hereunder. (b) Surf Air On the Execution Date, Buyer has no knowledge of any fact that would cause Seller to be in breach of any of Seller's representations, warranties, covenants, undertakings or other agreements contained in this Agreement. At any time from the Execution Date to the Closing Date, Buyer shall give prompt written notice to the Company of: Seller of (i) the occurrence or non- occurrence failure to occur, of any event, the occurrence or non-occurrence of which is likely to cause event that has caused any representation or warranty of any Surf Entity Buyer contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any failure of any Surf Entity Buyer to comply with or satisfy satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of under this Agreement. No disclosure Such notice shall provide a reasonably detailed description of the relevant circumstances. In addition, at any time from the Execution Date to the Closing Date, Buyer shall give prompt written notice to Seller if Buyer becomes aware of the breach by Surf Air pursuant Seller of any of Seller's representations, warranties, covenants, undertakings or other agreements contained in this Agreement, but Buyer's knowledge shall not affect any right of Buyer to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantpossible indemnification hereunder.

Notification of Certain Matters. (a) The Company Seller shall give prompt written notice to Surf Air of: Purchaser, and Purchaser shall give prompt written notice to Seller (each, a “Notice of Changed Condition”), to the extent either such party becomes aware of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event, the occurrence or non-occurrence of which is event (a “Changed Condition”) that would be likely to cause any representation of their respective representations or warranty of the Company warranties contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective TimeClosing Date, and (ii) any failure of the Company on their respective parts to comply with or satisfy satisfy, in any material respect, any covenant, condition condition, or agreement to be complied with or satisfied by any of them under this Agreement (a “Potential Breach”). Any Notice of Changed Condition shall specify that it hereunder; provided, however, that the delivery of any notice is being provided to Purchaser pursuant to this Section 5.05 shall 4.3. (b) Upon receipt of any such Notice of Changed Condition, if Purchaser does not approve of the Changed Condition, Purchaser may elect, by written notice given to Seller on or prior to the earlier of (a) limit or otherwise affect any remedies available to five (5) business days after receipt of notice of the party receiving such notice Changed Condition or (b) constitute an acknowledgment the Closing Date, to terminate this Agreement, in which event the Deposit shall be refunded to Purchaser. Upon such termination, neither party hereto shall have any further rights against, or admission obligations to, the other under this Agreement except those obligations expressly surviving a termination of this Agreement. If after receipt of notice from Seller of any Changed Condition or if after Purchaser otherwise obtains actual knowledge of a Changed Condition, Purchaser does not elect to terminate the Agreement as provided above, Purchaser shall be deemed to have waived any claim hereunder with respect to the Changed Condition. Anything herein to the contrary notwithstanding, Purchaser acknowledges and agrees that changes to the Rent Roll during the term of this Agreement will not be deemed a Changed Condition. (c) For the avoidance of doubt, no Notice of a Changed Condition describing a Potential Breach shall be subject to Section 4.3(b) above, and this Section 4.3 shall not limit Purchaser’s rights and remedies contained in ARTICLE 9 hereof in the event of a breach of this Agreement. No disclosure Agreement by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantSeller. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company From the date hereof until the Closing Date, the Sellers shall give prompt notice to Surf Air of: the Buyers and the ING Companies to the extent that they acquire actual Knowledge of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be reasonably likely to cause any representation or warranty of the Company Sellers contained in this Agreement to be untrue or inaccurate at as of the date hereof or prior to as of the Effective Time, and Closing Date; (ii) any failure of the Company Sellers to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that (iii) the delivery occurrence since the date of this Agreement of any notice pursuant event that is reasonably likely to this Section 5.05 shall not cause or result in a Seller Material Adverse Effect; and (aiv) limit any Litigation that has been or otherwise affect any remedies available is threatened in writing to be, brought, asserted or commenced relating to the party receiving such notice transactions contemplated by this Agreement or (b) constitute an acknowledgment or admission of naming any Buyer as a breach of this Agreementdefendant. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air The Buyers shall give prompt notice to the Company of: Sellers and the ING Companies to the extent that they acquire actual knowledge of (iA) the occurrence or non- non-occurrence of any event, event the occurrence or non-occurrence of which is would be reasonably likely to cause any representation or warranty of any Surf Entity the Buyers contained in this Agreement to be untrue or inaccurate at as of the date hereof or prior to as of the Effective Time, Closing Date and (iiB) any failure of any Surf Entity the Buyers to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided. The ING Companies shall give prompt notice to the Buyers and the Sellers to the extent they acquire actual knowledge of (I) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would be reasonably likely to cause any representation or warranty of the ING Companies contained in this Agreement to be untrue or inaccurate as of the date hereof or as of the Closing Date and (II) any failure of the ING Companies to comply with or satisfy in any material respect any covenant, howevercondition or agreement to be complied with or satisfied by it hereunder. Notwithstanding the foregoing, that the delivery of any notice pursuant to this Section 5.05 7.6 shall not (a) affect the representations, warranties or agreements of the parties, the conditions to the performance by the parties hereunder, or limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantnotice.

Notification of Certain Matters. (a) The Company From the date hereof through the Closing, the Seller Parties shall give prompt notice to Surf Air of: Buyer of (ia) the occurrence, or failure to occur, of any event which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of the Company contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate at or prior to the Effective Timein any respect, and (iib) any failure of the Company Seller Parties or any of their Affiliates, or of any of their Representatives, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any exhibit or schedule hereto; provided, however, that the delivery such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. The Seller Parties shall promptly notify Buyer of any Default, the threat or commencement of any Proceeding, or any development that occurs before the Closing that could in any way materially affect Seller, the Business or the Acquired Assets. Without limiting the foregoing, from the date hereof to the Closing, the Seller Parties shall give Buyer prompt written notice (and in any case within three Business Days) if any Seller Party or any of its Affiliates receives any written communication from any customer, distributor, supplier, broker or co-manufacturer named or required to be named on Schedule 3.7 of any intention to terminate or materially reduce purchases of Products from, sales of supplies to or the brokerage or co-manufacturer relationship with Seller, its Affiliates or the Business. Any notice delivered pursuant to this Section 5.05 6.10 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to supplement or amend or supplement the any Disclosure Schedule or prevent any representation or cure warranty or covenant or agreement of the Seller Parties for the purpose of (x) determining whether any misrepresentationsof the conditions set forth in Article 2 have been satisfied, (y) affecting any party’s right to indemnification pursuant to Article 9, or (z) determining whether any breach or inaccuracy of any representation or warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence any covenant or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained agreement set forth in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenanthas occurred.

Notification of Certain Matters. From the date hereof until the Closing Date, Parent shall promptly notify the Company if to the actual knowledge of Parent’s executive officers: (a) The Company shall give prompt notice to Surf Air There exists any inaccuracy in, or any breach of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Parent set forth in Article 3 of this Agreement, or any breach in any material respect of any covenant or obligation of Parent set forth in this Agreement, in either case that would cause or result in a failure of the condition to Closing set forth in Section 7.2(a) hereof to be satisfied; (b) Any written or express notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; (c) Any written or express notice or other communication received from any Government in connection with the transactions contemplated hereby; and (d) Any action, suit, or proceeding commenced against Parent or its Subsidiaries that, if pending on the date hereof, would have been required to have been disclosed pursuant to this Agreement. Parent hereby acknowledges that the Company contained in does not and shall not (and the Securityholders do not and will not) waive any right it or they may have hereunder (or under applicable law) as a result of such notifications and any notification given pursuant to this Agreement to be untrue or inaccurate at or prior Section 5.1 (including any supplement to the Effective TimeSchedules to this Agreement), and that such notifications shall (i) not have any effect for purposes of determining satisfaction of the conditions set forth in Section 7.2 of this Agreement, and (ii) not in any failure way limit the Company’s exercise of its rights hereunder (including its rights to indemnification hereunder) or under applicable Law (or the Company Securityholders’ exercise of their rights hereunder (including their rights to comply with indemnification hereunder) or satisfy any material covenantunder applicable Law. In addition, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving no such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, notification shall be deemed to amend or supplement the Disclosure Schedule or prevent avoid or cure any misrepresentations, misrepresentation or breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence constitute an amendment of any eventrepresentation, the occurrence warranty or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained statement in this Agreement (including for purposes of determining the fulfillment of the condition precedent in Section 7.2(a)) or negate any right to be untrue indemnification hereunder or inaccurate at other rights under applicable law (it being understood that the Shareholder Indemnified Persons are being indemnified under Section 8.2 as if none of the disclosures or prior exceptions to the Effective Time, representations and (ii) any failure warranties of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that Parent made herein on the delivery date hereof have changed on and as of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this AgreementClosing Date). No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.77 CONFIDENTIAL TREATMENT REQUESTED REDACTED VERSION

Notification of Certain Matters. (a) The Company shall Each of Seller and Acquiror will give prompt written notice to the other of (i) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with the transactions contemplated hereby and (ii) any Action commenced or threatened in writing against, relating to or involving or otherwise affecting it or any of its Affiliates that relate to the consummation of the transactions contemplated hereby. (b) From the date hereof until the Closing Date, Seller will give prompt notice to Surf Air of: Acquiror of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event, the occurrence or non-occurrence of which is likely to cause event that has caused any representation or warranty of the Company Seller contained in this Agreement to be untrue or inaccurate at or prior to the Effective Timein any material respect, and (ii) any the failure of the Company Seller to comply with or satisfy in any material covenant, condition or agreement respect any covenant to be complied with or satisfied by it hereunder, (iii) any Foxtail Business MAE, (iv) any action, suit, claim, investigation or proceeding commenced or threatened against, relating to or involving or otherwise affecting the Foxtail Business that, if pending on the date hereof, would have been required to have been disclosed pursuant to this Agreement, and (v) any notice or communication from a customer or supplier listed on Section 2.21(a) of the Seller Disclosure Letter that would have been disclosed on Section 2.21(b) or Section 2.21(c) of the Seller Disclosure Letter if such notice or communication was received on or prior to the date hereof; provided, however, in the event that the delivery of any Seller fails to provide notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect 4.04(b)(i), any remedies available claim for indemnification by any Acquiror Indemnitee with respect to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be being untrue or inaccurate at or prior in any material respect must be made pursuant to Section 8.02(c) and subject to the Effective Time, and (ii) limitations set forth in Article VIII. No such notification will cure any failure breach of any Surf Entity to comply with representation, warranty or satisfy covenant contained herein or relieve any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery Seller of any notice pursuant obligations hereunder or under any Ancillary Agreement unless specifically agreed to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantAcquiror.

Notification of Certain Matters. (a) The Acquiror on the one hand, and the Company on the other hand, shall give prompt written notice to Surf Air of: (i) the occurrence other Party upon becoming aware of the occurrence, or non-occurrence failure to occur, of any event, the which occurrence or non-occurrence of which is failure to occur would be reasonably likely to cause (i) any representation or warranty of the Company such Party contained in this Agreement to be untrue or inaccurate at in any respect or prior to the Effective Time, and (ii) any material failure of the Company such Party or any office, director, employee or agent thereof, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of Person under this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air To the extent relating to any matter, fact, event, occurrence, or circumstance arising solely and exclusively after the Agreement Date that, if existing or known on, or occurring before, the Agreement Date, would have been required to be set forth on or described in the Company Disclosure Schedule or the Acquiror Disclosure Schedule, as applicable, a notice delivered by the Company or Acquiror pursuant to Section 5.4(a) shall give prompt constitute a supplement or amendment to the Company Disclosure Schedule or the Acquiror Disclosure Schedule, as the case may be (in each case, a “Schedule Update”). Upon receipt of a Schedule Update, the Party receiving such Schedule Update shall have the right, exercisable by delivering written notice to the Company of: other Party (ior the Securityholders’ Representative in the case of the Company) within five (5) Business Days after receipt of the occurrence Schedule Update to terminate this Agreement if any item(s) disclosed in the Schedule Update would cause such Party’s the condition to Closing set forth in Section 7.3(a) or non- occurrence Section 7.3(a), as applicable, not to be satisfied if the Closing were to occur on the date of the Schedule Update. If the Party receiving the Schedule Update does not deliver such written notice of termination within such five (5) Business Day period after receipt of a Schedule Update, then the Schedule Update shall be deemed to have cured any event, the occurrence inaccuracy in or non-occurrence breach of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior with respect to the Effective Timematter, fact, event, occurrence, or circumstance set forth in the Schedule Update, including for purposes of the indemnification and termination rights contained in this Agreement or for purposes of determining whether the conditions set forth in Article 7 have been satisfied, and the Party receiving the Schedule Update (for itself and (i) in the case of Acquiror, the other Acquiror Indemnified Persons, and (ii) any failure in the case of any Surf Entity to comply with or satisfy any material covenantthe Company, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (aCompany Securityholders) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend have irrevocably waived any right to indemnification under Article 9 with respect to the matter, fact, event, occurrence, or supplement circumstances set forth in the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantUpdate.

Notification of Certain Matters. (a) The Company NuZee JP shall give prompt notice to Surf Air of: (i) the occurrence or non-occurrence NuZee US of any event, the occurrence or non-occurrence of which is likely to cause inaccuracy in any representation or warranty of the Company contained in this Agreement to be untrue made by it herein, or inaccurate at or prior to the Effective Time, and (ii) any failure of the Company NuZee JP to comply with or satisfy any material covenant or condition or agreement to be complied with or satisfied by NuZee JP under this Agreement; provided, however, that no such notification shall affect the representations or warranties or covenants or agreements of NuZee JP or the conditions to the obligations of NuZee US hereunder. (b) EHCL shall give prompt notice to NuZee US of any inaccuracy in any representation or warranty made by it herein, or any failure of EHCL to comply with or satisfy any covenant or condition or agreement to be complied with or satisfied by EHCL under this Agreement; provided, however, that no such notification shall affect the representations or warranties or covenants or agreements of EHCL or the conditions to the obligations of NuZee US hereunder. (c) Any of the NuZee JP Shareholders shall give prompt notice to NuZee US of any inaccuracy in any representation or warranty made by it herein, or any failure of the NuZee JP Shareholder to comply with or satisfy any covenant or condition or agreement to be complied with or satisfied by the NuZee JP Shareholder under this Agreement; provided, however, that no such notification shall affect the representations or warranties or covenants or agreements of the NuZee JP Shareholder or the conditions to the obligations of NuZee US hereunder. (d) NuZee US shall give prompt notice to NuZee JP, EHCL and the NuZee JP Shareholders of any inaccuracy in any representation or warranty made by it herein, or any failure of NuZee US to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that no such notification shall affect the delivery representations or warranties or covenants or agreements of any notice pursuant to this Section 5.05 shall not (a) limit NuZee US or otherwise affect any remedies available the conditions to the party receiving such notice obligations of NuZee JP, EHCL or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantNuZee JP Shareholders hereunder. (be) Surf Air NuZee JP and NuZee US shall give prompt notice to each promptly advise the Company of: (i) the occurrence or non- occurrence other orally and in writing of any eventchange or event having, or which, insofar as can reasonably be foreseen, in the occurrence future would have, a Company or non-occurrence of which is likely to cause a NuZee US Material Adverse Effect, as applicable, or any representation adverse effect on the right or warranty ability of any Surf Entity contained in this Agreement Party to be untrue or inaccurate at or prior to enter into and complete the Effective Time, Merger and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantother transactions contemplated hereby.

Notification of Certain Matters. Each of Target and Acquiror shall give prompt (but in any event within two (2) Business Days) notice to the other if any of the following occurs after the date of this Agreement and prior to the termination of this Agreement or the Effective Time: (a) The Company shall give prompt receipt of any notice to Surf Air of: , or other communication relating to, a material default, or event which with notice or lapse of time or both would become a material default, under any Material Contract; (ib) receipt of any notice or other communication in writing from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (c) receipt of any notice or other communication from any Governmental Entity in connection with the transactions contemplated by this Agreement; (d) the occurrence or non-occurrence of any eventfact or event which could reasonably be expected to cause any material covenant, condition or agreement hereunder not to be complied with or satisfied; (e) the commencement or, to Target’s Knowledge, the threat any lawsuit involving or affecting Target, any Target Subsidiary, any Target Related Business or any of their respective properties or assets; (f) the occurrence or non-occurrence of which any fact or, to Target’s Knowledge, an event that causes or is reasonably likely to cause a material breach by Target or Acquiror of any material provision of this Agreement applicable to it; (g) the occurrence of any fact or event of which such party becomes aware that results in the inaccuracy in any representation or warranty of the Company contained such party in this Agreement to be untrue or inaccurate at or Agreement; or (h) the occurrence of any event that, had it occurred prior to the Effective Timedate of this Agreement without any additional disclosure hereunder, and (ii) would have constituted a Material Adverse Effect of Target or Acquiror; provided, that, if Target becomes aware of any failure fact or condition that constitutes a breach of any representation or warranty made in Section 3 above, or if any fact or condition, either currently existing or hereafter occurring, requires any change in the Target Disclosure Schedule delivered to Acquiror at the time of execution of this Agreement, Target shall promptly thereafter deliver to Acquiror a supplement to the Target Disclosure Schedule specifying any needed change. The scope of the Company additional disclosure on the supplement to comply the Target Disclosure Schedule shall be subject to reasonable agreement between Target and Acquiror (including accurately limiting the scope of such disclosure so as to appropriately limit the ability of such disclosure (consistent with the scope of other disclosures currently included in the Target Disclosure Schedule) to limit any of the indemnification obligations set forth in Section 7.2(a)), but Target shall be permitted to deliver a wholly-factual disclosure of a new fact or satisfy any material covenant, condition without right of approval from Acquiror. Any such supplement to Target Disclosure Schedule that corrects items that could have been disclosed by Target on the date hereof relating to the period prior to the date hereof shall not be given effect for purposes of the conditions set forth in Section 7.2(a) herein or agreement for purposes of determining whether there has been a breach of a representation and warranty for purposes of the indemnification provisions under Section 9.2 hereof. Any such supplement to the Target Disclosure Schedule related to items based on newly-arising facts or conditions in the period after the date hereof shall not be complied with or satisfied by it hereundergiven effect for purposes of the conditions set forth in Section 7.2(a) herein; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available such supplement to the party receiving such notice or (b) constitute an acknowledgment or admission Target Disclosure Schedule shall be given effect for purposes of determining whether there has been a breach of this Agreement. No disclosure by a representation and warranty for purposes of the Company pursuant to this indemnification provisions under Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant9.2 hereof. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company Parent shall give prompt notice to Surf Air ofBig Stuff if any of the following occur from the date of this Restated Agreement through the Closing Date: (i) the occurrence any notice of, or non-occurrence other communication relating to, a default or Event which, with notice or lapse of time or both, would become a default under any Parent Material Contract which could have a Parent Material Adverse Effect; (ii) receipt of any eventnotice or other communication from any third party alleging that the Consent of such third party is or may be required in connection with the transactions contemplated by this Restated Agreement; (iii) receipt of any material notice or other communication from any regulatory authority (including, but not limited to, the occurrence NYSE or non-occurrence any other securities exchange) in connection with the transactions contemplated by this Restated Agreement; (iv) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of an Event which is likely to cause would have a Parent Material Adverse Effect; (v) receipt of any representation notice of or warranty other communication regarding or otherwise obtaining knowledge of the Company contained commencement or threat of any Litigation involving or affecting Parent or any Active Parent Subsidiary or any of their respective properties or assets, or, to its knowledge, any employee, agent, director or officer, in his or her capacity as such, of Parent or any Active Parent Subsidiary which, if pending on the date hereof, would have been required to have been disclosed in this Restated Agreement or which relates to be untrue the consummation of the Merger or inaccurate at any material development in connection with any Litigation disclosed by Parent in or pursuant to this Restated Agreement or the Parent Securities Filings; (vi) receipt of any notice of or other communication regarding or otherwise obtaining knowledge of any Event that could cause a breach by Parent of any provision of this Restated Agreement or any Parent Transaction Agreement, including such a breach that could occur if such Event had taken place on or prior to the Effective Time, date of this Restated Agreement; and (iivii) amendment, modification or waiver of any failure provision of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantIonex Agreement referenced on SCHEDULE 3.7 hereto. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The At all times during the period commencing on the date hereof and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms, Parent shall give prompt notice to the Company, and the Company shall give prompt notice to Surf Air of: Parent, (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause upon becoming aware that any representation or warranty made by it (or, in the case of the Company contained in this Agreement to be Parent, Merger Sub) has become untrue or inaccurate in any material respect such that the condition set forth in Section 5.2(a) (with respect to representations and warranties made by the Company) or Section 5.3(a) (with respect to representations and warranties made by Parent or Merger Sub) would not be satisfied, in each case, at or prior to any time from and after the date of this Agreement until the Effective Time, and Time or such earlier date as this Agreement may be terminated in accordance with its terms or (iib) of any failure by it (or, in the case of the Company Parent, Merger Sub) to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder(or, in the case of Parent, Merger Sub) under this Agreement such that the condition set forth in Section 5.2(b) (with respect to covenant, condition or agreement of the Company) or Section 5.3(b) (with respect to covenant, condition or agreement of Parent or Merger Sub) would not be satisfied; provided, however, that the unintentional failure to give notice upon becoming aware that any representation or warranty has become untrue or inaccurate under this Section 4.16 shall not be deemed a covenant breach, but instead shall constitute only a breach of the underlying representation or warranty. Notwithstanding the above, the delivery of any notice pursuant to this Section 5.05 shall 4.16 will not (a) affect or be deemed to modify any representation or warranty set forth in this Agreement or limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreementthe conditions to such party’s obligation to consummate the Merger. No disclosure All information obtained by the Company Parent pursuant to this Section 5.05, however, 4.16 shall be deemed to amend or supplement governed by the Disclosure Schedule or prevent or cure any misrepresentations, breach terms of warranty or breach of covenantthe Confidentiality Agreement. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company Seller Parties shall give prompt notice to Surf Air of: the Buyer of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely could reasonably be expected to cause any representation or warranty of any of the Company Seller Parties contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time, Closing and (ii) any failure of the Company any Seller Party to comply in any material respect with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it any Seller Party hereunder; provided, however, that the . The delivery of any notice pursuant to this Section 5.05 6.4(a) shall not be deemed to (ax) modify the representations or warranties hereunder of any Seller Party, (y) modify the conditions set forth in ARTICLE VII or (z) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantBuyer. (b) Surf Air shall give prompt notice to The Company may supplement the Company of: Disclosure Schedules and the Stockholders may supplement the Stockholders Disclosure Schedules (and the Buyer may supplement the Buyer Disclosure Schedules) (i) from time to time between the occurrence or non- occurrence date hereof and the Closing, with respect to matters that occur following the date hereof in the Ordinary Course of any eventBusiness, the occurrence or non-occurrence of which is likely to cause disclosure shall be effective for all purposes under this Agreement for any representation or warranty provided by the Parties following the date hereof; provided that the disclosure provided in any such supplemented schedule shall in no way be effective for purposes of the conditions set forth in ARTICLES VI and VII or limit or cure any Surf Entity contained in this Agreement to be untrue misrepresentation or inaccurate at or prior to breach of warranty made as of the Effective Timedate hereof, and (ii) any failure on or before June 15, 2015, to revise the items set forth on Schedule 3.3 to reflect the list of any Surf Entity to comply with Material Contracts which are violated, breached, conflicted, constitute a default under, accelerated or satisfy any material covenantpermit the acceleration of the performance as a result of the execution, condition or agreement to be complied with or satisfied delivery and performance by it hereunderthe Company of this Agreement and the other documents contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby; provided, however, that in event that the delivery of any notice Company supplements Schedule 3.3 pursuant to this Section 5.05 shall not 6.4(b)(ii), the Buyer may add to Schedule 7.7(i) any Contracts so added to Schedule 3.3 that it believes in its reasonable discretion are required in connection with the Closing and (aiii) limit on or otherwise affect any remedies available before June 15, 2015, to the party receiving such notice add to Schedule 3.15(a) additional Government Contracts or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air descriptions thereof required pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant3.15(a).

Notification of Certain Matters. (a) The Company During the period between the date hereof and the earlier of the (x) Closing Date and (y) termination of this Agreement ("Pre-Closing Period"), promptly after obtaining knowledge thereof, Seller shall give prompt notice to Surf Air of: notify Purchaser of (i) the occurrence or non-occurrence of any event, the occurrence fact or non-occurrence of event which is causes or would be reasonably likely to cause (A) any representation or warranty of the Company Seller contained in this Agreement to be untrue or inaccurate at in any material respect or prior (B) any covenant, condition or agreement of Seller in this Agreement not to the Effective Time, be complied with or satisfied in any material respect and (ii) any failure of the Company Seller to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderthem hereunder in any material respect; provided, however, that no such notification shall affect the delivery representations or warranties of Seller or the Purchaser's right to rely thereon, or the conditions to the obligations of the Purchaser except as provided in this Section 6.8(a). At any time prior to the Closing Date, Seller shall have the right to update any part of the Seller Disclosure Schedule to the extent that any such update is required in order to make the representations and warranties of Seller contained herein true and correct as of the date of this Agreement and as of the Closing Date; provided, however, that no such update of any notice part of the Seller Disclosure Schedule shall affect the representations or warranties of Seller or the Purchaser's right to rely thereon, or the conditions to the obligations of the Purchaser except as provided in the following sentence. If Seller notifies the Purchaser in writing of any matter pursuant to this Section 5.05 shall not (a6.8(a) limit or otherwise affect deliver any remedies available updated parts to the party receiving such notice or (b) constitute an acknowledgment or admission of Seller Disclosure Schedule pursuant to the immediately preceding sentence, and the Purchaser nevertheless consummates the Closing, the Purchaser shall have no claim for a breach of this Agreementsuch representation or warranty based on the information contained in such notification and the provisions of Section 11 shall not apply with respect to any such matter. No disclosure Seller shall give prompt notice in writing to the Purchaser of any notice or other communication from any third party alleging that the consent of such third party is or may be required to be obtained by Seller in connection with the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenanttransactions contemplated hereunder. (b) Surf Air During the Pre-Closing Period, promptly after obtaining knowledge thereof, Purchaser shall give prompt notice to the Company of: notify Seller in writing of (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of any fact or event which is causes or would be reasonably likely to cause (A) any representation or warranty of any Surf Entity Purchaser contained in this Agreement to be untrue or inaccurate at in any material respect or prior (B) any covenant, condition or agreement of Purchaser in this Agreement not to the Effective Timebe complied with or satisfied in any material respect, and (ii) any failure of any Surf Entity Purchaser to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderPurchaser hereunder in any material respect; provided, however, that no such notification shall affect the delivery representations or warranties of the Purchaser, or the right of Seller to rely thereon, or the conditions to the obligations of Seller except as provided in the following sentence. If the Purchaser notifies Seller prior to the Closing in writing of any matter referred to in the preceding sentence and Seller nevertheless consummates the transactions contemplated hereby, Seller shall have no claim for a breach of such representation or warranty based on the information contained in such notification and the provisions of Section 11 shall not apply with respect to any such matter. Purchaser shall give prompt notice in writing to Seller of any notice pursuant or other communication from any third party alleging that the consent of such third party is or may be required to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to be obtained by Purchaser in connection with the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenanttransactions contemplated hereunder.

Notification of Certain Matters. (a) The Company and the Named Shareholders shall give prompt notice to Surf Air of: Purchaser of (i) the occurrence, or failure to occur, of any event which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of the Company or Named Shareholders contained in this Agreement or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any material failure of the Company or any of its Affiliates or the Named Shareholders to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any Ancillary Agreement, exhibit or schedule; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach agreement or to satisfy any condition. The Company and the Named Shareholders shall promptly notify Purchaser of covenantthe threat or commencement of any Proceeding, or any development that occurs before the Closing that could in any way result in a Material Adverse Effect on the Company. (b) Surf Air Each of Purchaser and Parent shall give prompt notice to the Company of: of (i) the occurrence, or failure to occur, of any event which occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of any Surf Entity Purchaser or Parent contained in this Agreement or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any material failure of Purchaser Parent or any Surf Entity of their respective Affiliates or Representatives, as applicable, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any Ancillary Agreement, exhibit or schedule; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach agreement or to satisfy any condition. Each of covenantPurchaser and Parent shall promptly notify the Company of the threat or commencement of any Proceeding, or any development that occurs before the Closing that, to Purchaser's or Parent's knowledge, could in any way result in a Material Adverse Effect on Purchaser or Parent.

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: (i) the occurrence or non-occurrence A. FNBC will promptly notify SIBC in writing if it becomes aware of any event, the occurrence fact or non-occurrence of which is likely condition that makes or shows to cause be untrue any representation or warranty made by FNBC in, or any information disclosed on the Schedules provided to SIBC by FNBC under, this Agreement; reasonably would be expected to cause or constitute a breach of, of failure to comply with, any of the Company covenants or agreements of FNBC contained in this Agreement Agreement; or reasonably would be expected to be untrue give rise, individually or inaccurate at or prior in the aggregate, to the Effective Timefailure to occur of any closing condition under this Agreement. No information received by SIBC under this Section 8.10A will affect or be deemed to modify or waive any representation, and (ii) any failure of the Company to comply with or satisfy any material covenantwarranty, condition covenant or agreement of FNBC in this Agreement, any Schedules delivered in accordance with this Agreement, any condition to be complied with SIBC’s obligation to consummate the Merger or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to SIBC under this Agreement. B. SIBC will promptly notify FNBC in writing if it becomes aware of any fact or condition that makes or shows to be untrue any representation or warranty made by SIBC in, or any information disclosed on the party receiving such notice Schedules provided to FNBC by SIBC under, this Agreement; reasonably would be expected to cause or (b) constitute an acknowledgment or admission of a breach of, or failure to comply with, any of the covenants or agreements of SIBC contained in this Agreement; or reasonably would be expected to give rise, individually or in the aggregate, to the failure to occur of any closing condition under this Agreement. No disclosure information received by the Company pursuant to FNBC under this Section 5.05, however, shall 8.10B will affect or be deemed to amend modify or supplement the Disclosure Schedule waive any representation, warranty, covenant or prevent or cure any misrepresentations, breach agreement of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained SIBC in this Agreement Agreement, any Schedules delivered in accordance with this Agreement, any condition to be untrue FNBC’s obligation to consummate the Merger or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of FNBC under this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. Seller shall have the right (abut not the obligation) The Company to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Disclosure Schedules (the “Closing Date Schedule Supplement”) to disclose any matter arising after the date hereof, that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Disclosure Schedules for the representations and warranties of Seller set forth herein to be true and correct as of the date hereof, and the Disclosure Schedules shall give prompt notice be deemed to Surf Air of: (i) be modified, supplemented and amended to include the occurrence items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or non-occurrence inaccuracy of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company Seller contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure for purposes of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderArticle 6; provided, however, that upon the delivery exercise of any notice pursuant Land Option by the applicable counterparty, Seller shall be entitled to this Section 5.05 shall not (asupplement Schedule 3.01(n)(i) limit or otherwise affect any remedies available of the Disclosure Schedules with respect to the party receiving Real Property Right Seller acquired in accordance with such notice or Land Option (b) constitute an acknowledgment or admission of each such update, a breach of this Agreement. No disclosure by “Land Option Schedule Supplement”), and the Company pursuant to this Section 5.05, however, Disclosure Schedules shall be deemed to amend or supplement be modified, supplemented and amended for all purposes hereunder. If any item set forth in the Disclosure Closing Date Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of Supplement discloses any event, circumstance or development that, individually or in the occurrence aggregate when taken together with other previously disclosed events, circumstances or nondevelopments, would prevent any of the conditions set forth in ‎Section 4.01 (other than those conditions related to the bring-occurrence down of which is likely representations and warranties) to cause any representation or warranty of any Surf Entity contained in be satisfied, then Purchaser may terminate this Agreement by delivering notice of termination to be untrue or inaccurate at or prior to Seller within ten (10) Business Days of its receipt of the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderClosing Date Schedule Supplement; provided, however, provided that the delivery of any notice pursuant to this Section 5.05 shall if Purchaser does not (a) limit or otherwise affect any remedies available to the party receiving deliver such notice or within such ten (b10) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05Business Day period, however, then Purchaser shall be deemed to amend or supplement have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the Surf Air Disclosure Schedule or prevent or cure transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any misrepresentationsof the conditions set forth in Section 4.01, breach of warranty or breach of covenantbut shall not be deemed to have irrevocably waived its right to indemnification under ‎Section 6.01 with respect to such item.

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: Parent of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause Company becoming aware that any representation or warranty of the Company contained made by it in this Agreement to is or would be untrue or inaccurate at in any material respect, or prior to the Effective Time, and (ii) any failure of the Company to comply in any material respect with or satisfy in any material covenant, condition respect any covenant or agreement to be complied with or satisfied by it hereunder; provided. The Company shall give prompt notice to Parent of any written notice or other communication from any person alleging that the consent of such person is or may be required in connection with any of the Transactions. The Company shall give prompt notice to Parent if the representation contained in Section 3.15(b) (without regard to the date limitation therein) does not continue to be true during the period from the date hereof through the Closing Date. Notwithstanding anything to the contrary set forth in this Agreement, however, that (i) the delivery of any notice pursuant to this Section 5.05 6.7(a) shall not (a) limit limit, or otherwise affect any affect, the remedies available hereunder to the party receiving such notice and shall not affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent or Merger Sub to consummate the transactions contemplated hereby, including the Merger, and (ii) the failure to give any notice required by this Section 6.7(a) shall not be treated as a breach of covenant for the purposes of Section 7.2(b). Table of Contents (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air Parent shall give prompt notice to the Company of: of (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause Parent becoming aware that any representation or warranty of any Surf Entity contained made by Parent or Merger Sub in this Agreement to is or would be untrue or inaccurate at in any material respect, or prior to the Effective Time, and (ii) any failure of any Surf Entity Parent or Merger Sub to comply in any material respect with or satisfy in any material covenant, condition respect any covenant or agreement to be complied with or satisfied by it hereunder; provided. Notwithstanding anything to the contrary set forth in this Agreement, however, that (i) the delivery of any notice pursuant to this Section 5.05 6.7(b) shall not (a) limit limit, or otherwise affect any affect, the remedies available hereunder to the party receiving such notice and shall not affect or be deemed to modify any representation or warranty of Parent or Merger Sub set forth herein or the conditions to the obligations of the Company to consummate the transactions contemplated hereby, including the Merger, and (bii) constitute an acknowledgment or admission of the failure to give any such notice shall not be treated as a breach of this Agreement. No disclosure by Surf Air pursuant to this covenant for the purposes of Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant7.3(b).

Notification of Certain Matters. (a) The Company Between the date of this Agreement and the Effective Time, Buyer shall use its reasonable efforts to give prompt notice to Surf Air the Company, and the Company shall use its reasonable efforts to give prompt notice to Buyer, of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence event of which it is aware and which would be reasonably likely to cause (A) any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate at in any material respect or prior (B) any covenant, condition or agreement contained in this Agreement not to the Effective Timebe complied with or satisfied in all material respects, and (ii) any failure of Buyer or the Company in any material respect to comply in a timely manner with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder, or (iii) any change or event which has had or would be reasonably likely to have a Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 5.05 5.8 shall not (a) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantnotice. (b) Surf Air The Company shall give prompt have the right from time to time prior to the Closing Date to supplement or amend the Company Letter with respect only to any event, condition or matter arising after the execution of this Agreement which, if existing at the date of this Agreement, would have been required to be set forth or described in the Company Letter. Any such supplemental or amended disclosure shall be deemed to cure any breach of any representation or warranty made in this Agreement for purposes of determining whether or not the conditions set forth in Article VI have been satisfied; provided that, if such event, condition or matter has had or would reasonably be expected to have a Material Adverse Effect, Buyer shall have the right to terminate this Agreement by providing written notice of such termination to the Company of: within ten (10) days of receipt of such supplement or amendment. If Buyer fails to terminate this Agreement in accordance with the immediately preceding sentence within such ten (10) day period, (i) the occurrence supplement or non- occurrence amendment shall be deemed accepted by Parent, Buyer and Acquisition Sub, (ii) any breach of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained made in this Agreement to be untrue or inaccurate at or prior to caused by the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenantevent, condition or agreement to be complied with matter disclosed in the supplement or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, amendment shall be deemed to amend have been waived by Parent, Buyer and Acquisition Sub, and (iii) the Company Letter shall be deemed to be supplemented or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantamended in accordance therewith.

Notification of Certain Matters. (a) From time to time prior to the Closing, the Sellers shall promptly supplement or amend the Disclosure Schedule with respect to any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Table of Contents Disclosure Schedule. No supplement or amendment of the Disclosure Schedule made after the execution hereof by Purchaser pursuant to this section or otherwise shall be deemed to cure any breach of any representation of or warranty made pursuant to this Agreement. (b) The Company Sellers shall give prompt notice to Surf Air of: Purchaser promptly after becoming aware of (i) the occurrence or non-occurrence of any event, the event whose occurrence or non-occurrence of which is would be likely to cause either (A) any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective Time, Closing Date or (B) any condition set forth in Article VI to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any failure of the Company Sellers or any officer, director, employee or agent thereof, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 section shall not (a) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantnotice. (bc) Surf Air The Sellers shall give prompt notice deliver to the Company of: Purchaser copies of (i) the occurrence or non- occurrence of any eventall audit reports, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity contained in this Agreement to be untrue or inaccurate at or prior relating to the Effective TimeUnited States federal, state, local or foreign Taxes due from or with respect to the Targeted Businesses or any Target Subsidiary and (ii) any failure closing agreements entered into by or on behalf of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available Sellers relating to the party receiving such notice Targeted Businesses or any Target Subsidiary with any taxing authority, which come into the possession of the Sellers after the date hereof. (bd) constitute an acknowledgment or admission The Sellers shall use their reasonable best efforts to assist Purchaser in connection with financing matters related to the consummation of the Transactions. (e) If, after the date hereof, Apollo obtains actual knowledge of a breach of this Agreementany of the representations and warranties of the Sellers other than information obtained from the Sellers in writing, Purchaser shall notify the Sellers of such breach prior to the Closing Date. No disclosure by Surf Air pursuant If Purchaser has delivered such a notice, the Closing Date shall not occur prior to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach 10th Business Day following the delivery of warranty or breach of covenantsuch notice.

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: (i) the occurrence or non-occurrence A. Investar will promptly notify BOJ in writing if it becomes aware of any event, the occurrence fact or non-occurrence of which is likely condition that makes or shows to cause be untrue any representation or warranty made by Investar in, or any information disclosed on the Schedules provided to BOJ by Investar under, this Agreement; reasonably would be expected to cause or constitute a breach of, of failure to comply with, any of the Company covenants or agreements of Investar contained in this Agreement Agreement; or reasonably would be expected to be untrue give rise, individually or inaccurate at or prior in the aggregate, to the Effective Timefailure to occur of any closing condition under this Agreement. No information received by BOJ under this Section 7.11A will affect or be deemed to modify or waive any representation, and (ii) any failure of the Company to comply with or satisfy any material covenantwarranty, condition covenant or agreement of Investar in this Agreement, any Schedules delivered in accordance with this Agreement, any condition to be complied with BOJ’s obligation to consummate the Merger or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to BOJ under this Agreement. B. BOJ will promptly notify Investar in writing if it becomes aware of any fact or condition that makes or shows to be untrue any representation or warranty made by BOJ in, or any information disclosed on the party receiving such notice Schedules provided to Investar by BOJ under, this Agreement; reasonably would be expected to cause or (b) constitute an acknowledgment or admission of a breach of, or failure to comply with, any of the covenants or agreements of BOJ contained in this Agreement; or reasonably would be expected to give rise, individually or in the aggregate, to the failure to occur of any closing condition under this Agreement. No disclosure information received by the Company pursuant to Investar under this Section 5.05, however, shall 7.11B will affect or be deemed to amend modify or supplement the Disclosure Schedule waive any representation, warranty, covenant or prevent or cure any misrepresentations, breach agreement of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained BOJ in this Agreement Agreement, any Schedules delivered in accordance with this Agreement, any condition to be untrue Investar’s obligation to consummate the Merger or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of Investar under this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company HBF and the Shareholders shall give prompt notice to Surf Air of: Purchaser of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of HBF or the Company Shareholders contained in this Agreement to be untrue or inaccurate at or prior to inaccurate, such that the Effective Time, condition set forth in Section 7.2(a) would not be satisfied and (ii) any failure of HBF or the Company Shareholders, as the case may be, to comply with or satisfy in all material respects any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 6.10 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreementnotice. No disclosure by the Company HBF pursuant to this Section 5.05, however, 6.10 shall be deemed to amend or supplement the Disclosure Schedule HBF Schedules or prevent or cure any misrepresentationsmisrepresentation, breach of warranty or breach of covenant. (b) Surf Air . Purchaser shall give prompt notice to HBF and the Company of: Shareholders of (i) the occurrence or non- non-occurrence of any event, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of any Surf Entity Purchaser contained in this Agreement to be untrue or inaccurate at or prior to inaccurate, such that the Effective Time, condition set forth in Section 7.3(a) would not be satisfied and (ii) any failure of any Surf Entity Purchaser to comply with or satisfy in all material respects any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 6.10 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreementnotice. No disclosure by Surf Air Purchaser pursuant to this Section 5.05, however, 6.10 shall be deemed to amend or supplement the Surf Air Disclosure Schedule Purchaser Schedules or prevent or cure any misrepresentationsmisrepresentation, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company Seller shall give prompt notice to Surf Air of: Buyer of (i) the occurrence or non-occurrence nonoccurrence of any event, the occurrence or non-occurrence nonoccurrence of which is likely to cause any representation or warranty of the Company Seller contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective TimeClosing, and (ii) any failure of the Company Seller to comply with or satisfy in any material covenant, condition respect any covenant or agreement required to be complied with or satisfied by it hereunder, in either case such that the conditions set forth in Section 8.2(a) might reasonably not be satisfied by the End Date; provided, however, that the delivery of any notice pursuant to this Section 5.05 7.9(a) shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company Seller pursuant to this Section 5.057.9(a), however, shall be deemed to amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantcovenant by Seller hereunder. (b) Surf Air Parent or Buyer shall give prompt notice to the Company of: Seller of (i) the occurrence or non- occurrence nonoccurrence of any event, the occurrence or non-occurrence nonoccurrence of which is likely to cause any representation or warranty of any Surf Entity Parent or Buyer contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective TimeClosing, and (ii) any failure of any Surf Entity Parent or Buyer to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it hereunder, in either case such that the conditions set forth in Section 8.3(a) might reasonably not be satisfied by the End Date; provided, however, that the delivery of any notice pursuant to this Section 5.05 7.9(b) shall not (a) limit or otherwise affect any remedies available to the party receiving such notice Seller, or (b) constitute an acknowledgment or admission by Parent or Buyer of a breach of this Agreement. No disclosure by Surf Air Parent or Buyer pursuant to this Section 5.057.9(b), however, shall be deemed to amend or supplement the Surf Air Buyer Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantcovenant by Parent or Buyer hereunder.

Notification of Certain Matters. (a) The Company FAS and the Shareholders shall give prompt notice to Surf Air of: Purchaser of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of FAS or the Company Shareholders contained in this Agreement to be untrue or inaccurate at or prior to inaccurate, such that the Effective Time, condition set forth in Section 7.2(a) would not be satisfied and (ii) any failure of FAS or the Company Shareholders, as the case may be, to comply with or satisfy in all material respects any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 6.10 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreementnotice. No disclosure by the Company FAS pursuant to this Section 5.05, however, 6.10 shall be deemed to amend or supplement the Disclosure Schedule FAS Schedules or prevent or cure any misrepresentationsmisrepresentation, breach of warranty or breach of covenant. (b) Surf Air . Purchaser shall give prompt notice to FAS and the Company of: Shareholders of (i) the occurrence or non- non-occurrence of any event, the occurrence or non-occurrence of which is likely to would cause any representation or warranty of any Surf Entity Purchaser contained in this Agreement to be untrue or inaccurate at or prior to inaccurate, such that the Effective Time, condition set forth in Section 7.3(a) would not be satisfied and (ii) any failure of any Surf Entity Purchaser to comply with or satisfy in all material respects any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 6.10 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreementnotice. No disclosure by Surf Air Purchaser pursuant to this Section 5.05, however, 6.10 shall be deemed to amend or supplement the Surf Air Disclosure Schedule Purchaser Schedules or prevent or cure any misrepresentationsmisrepresentation, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company From the date of this Agreement until the Closing, the Sellers shall give prompt notice to Surf Air of: promptly notify the Purchaser of (i)) any notice or other communication from any Governmental Authority in connection with the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company contained in transactions contemplated by this Agreement to be untrue or inaccurate at or prior to the Effective Time, and Agreement; (ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents; (iii) any Action commenced or threatened against any Seller or any of their Subsidiaries in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents; (iv) any failure of the Company any Seller to comply in all material respects with any of its covenants or satisfy agreements hereunder; or (v) the occurrence of any material covenant, condition event that could result in any of the conditions set forth in Article VIII or agreement Article IX becoming incapable of being satisfied or that is otherwise materially adverse to be complied with or satisfied by it hereunderthe Business; provided, however, that the delivery of any notice by any Seller and the information or knowledge obtained by the Purchaser pursuant to this Section 5.05 6.15 shall not (aA) limit operate as a waiver or affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Closing in Article VIII or consummate the Fiber Transfer in Article IX or otherwise prejudice in any way the rights and remedies of the Purchaser hereunder, including pursuant to Article X, (B) be deemed to affect or modify the Purchaser’s reliance on the representations, warranties, covenants and agreements made by any remedies available to the party receiving such notice Seller in this Agreement or (bC) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Sellers Disclosure Schedule or prevent or cure any misrepresentationsmisrepresentation, breach of warranty or breach of covenant. covenant by any Seller. (b) Surf Air From the date of this Agreement until the Closing, the Purchaser shall give prompt notice to promptly notify the Company of: Sellers of (i) any notice or other communication from any Governmental Authority in connection with the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in transactions contemplated by this Agreement to be untrue or inaccurate at or prior to the Effective Time, and Agreement; (ii) any notice from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents; (iii) any Action commenced or threatened against the Purchaser or any of their Subsidiaries in connection with the transactions contemplated by this Agreement or any of the other Transaction Documents; (iv) any failure of any Surf Entity the Purchaser to comply in all material respects with any of its covenants or satisfy agreements hereunder; or (v) the occurrence of any material covenant, condition event that could result in any of the conditions set forth in Article VIII or agreement to be complied with or satisfied by it hereunderArticle IX becoming incapable of being satisfied; provided, however, that the delivery of any notice by the Purchaser and the information or knowledge obtained by the Sellers pursuant to this Section 5.05 6.15 shall not (aA) limit operate as a waiver or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend affect or supplement modify any representation, warranty, covenant or agreement contained herein, the Surf Air Disclosure Schedule conditions to the obligations of the parties to consummate the Closing in Article VIII or consummate the Fiber Transfer in Article IX or otherwise prejudice in any way the rights and remedies of the Sellers hereunder, including pursuant to Article X, (B) be deemed to affect or modify the Sellers’ reliance on the representations, warranties, covenants and agreements made by the Purchaser in this Agreement or (C) prevent or cure any misrepresentationsmisrepresentation, breach of warranty or breach of covenantcovenant by the Purchaser. Forest Certifications.

Notification of Certain Matters. (a) The Between the date hereof and the Closing Date, the Company shall give prompt notice to Surf Air Parent of: (ia) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company contained in this Agreement Article 3 being untrue or inaccurate when made, (b) the occurrence of any event or development that would cause (or could reasonably be expected to cause) any representation or warranty contained in Article 3 to be untrue or inaccurate at or prior to on the Effective TimeClosing Date, and (iic) any failure of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that and/or (d) the delivery Company's becoming aware of any representation and warranty contained in Article 4 being or becoming untrue or inaccurate when made or as of a later date. Parent shall give prompt notice to the Company of: (w) any representation or warranty contained in Article 4 being untrue or inaccurate when made, (x) the occurrence of any event or development that would cause (or could reasonably be expected to cause) any representation or warranty contained in Article 4 to be untrue or inaccurate on the Closing Date, (y) any failure of Parent to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by it hereunder, and/or (z) Parent's becoming aware of any representation and warranty contained in Article 3 being or becoming untrue or inaccurate when made or as of a later date. No disclosure by any party pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.055.5, however, shall be deemed to amend or supplement the Disclosure Schedule DISCLOSURE SCHEDULE or to prevent or cure any misrepresentationsmisrepresentation, breach of warranty warranty, or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: Parent of (i) the occurrence, or failure to occur, of any event which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of the Company contained in this Agreement or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any material failure of the Company or any of its Affiliates to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any Ancillary Agreement, exhibit or schedule; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach agreement or to satisfy any condition. The Company shall promptly notify Parent of covenantthe threat or commencement of any Action, or any development that occurs before the Closing that could in any way result in a Material Adverse Effect on the Company. (b) Surf Air Parent shall give prompt notice to the Company of: of (i) the occurrence, or failure to occur, of any event which occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of any Surf Entity Parent or Merger Sub contained in this Agreement or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any material failure of Parent or Merger Sub or any Surf Entity of their respective Affiliates or Representatives, as applicable, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any Ancillary Agreement, exhibit or schedule; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach agreement or to satisfy any condition. Parent shall promptly notify the Company of covenantthe threat or commencement of any Action, or any development that occurs before the Closing that, to Parent's knowledge, could in any way result in a Material Adverse Effect on Parent.

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: Between the date of this Agreement and the Closing Date, unless otherwise prohibited by applicable Law, each Party will promptly notify the other Party in writing if the notifying Party becomes aware of (i) any fact or condition that causes or constitutes a breach of any of the occurrence notifying Party’s representations and warranties as of the date of this Agreement, or non-(ii) the occurrence of any event, fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or non-occurrence discovery of which is likely such fact or condition. In the case of Seller, should any such fact or condition require any change in the Disclosure Schedules, Seller will promptly deliver to cause Buyer a supplement or amendment to the Disclosure Schedules specifying such change. Seller and Buyer hereby acknowledge that no such supplement or amendment shall be deemed to cure any breach of any representation or warranty of the Company contained made in this Agreement to be untrue or inaccurate at or prior to for the Effective Time, and (ii) any failure purpose of determining satisfaction of the Company respective conditions to comply Closing set forth in Section 8 or with or satisfy any material covenant, condition or agreement respect to be complied with or satisfied by it hereunderindemnification rights contained in Section 9; provided, however, that the delivery of any notice pursuant if Seller delivers to this Section 5.05 shall not (a) limit Buyer a supplement or otherwise affect any remedies available amendment to the party receiving Disclosure Schedules prior to Closing and Buyer waives its rights under Section 8.1(a) and proceeds to Closing notwithstanding any disclosure in such notice supplement or (b) constitute an acknowledgment or admission of a breach amendment, Buyer shall be prohibited from exercising its indemnification rights under Section 9 of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice Agreement with respect to the Company of: (i) the occurrence matters expressly set forth on such amended or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air supplemented Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantSchedules.

Notification of Certain Matters. (a) From time to time prior to the Closing, the Company shall notify the Purchaser with respect to any matter arising after the delivery of the Company Disclosure Schedule that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Schedule. No such notification shall be deemed to amend or supplement the Company Disclosure Schedule pursuant to this section or shall otherwise be deemed to cure any breach of any representation, warranty or covenant made as of the date of execution of this Agreement. (b) The Company shall give prompt written notice to Surf Air of: Purchaser promptly upon receipt of Knowledge by the Company of (i) the occurrence or non-occurrence of any event, the event whose occurrence or non-occurrence of which is likely could reasonably be expected to cause either (A) any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect when made or at or prior the Closing Date, (B) any condition with respect to the Effective TimeCompany set forth in Article VII and Article VIII to be unsatisfied in any material respect at any time from the date hereof to the Closing Date, and (ii) any material failure of the Company or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder and (iii) the occurrence of a Material Adverse Effect with respect to the Company, taken as a whole; provided, however, that the delivery of any notice pursuant to this section shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice. (c) Purchaser shall give written notice to the Company promptly upon receipt of Knowledge by the Purchaser of (i) the occurrence or non-occurrence of any event whose occurrence or non-occurrence would cause either (A) any representation or warranty of Purchaser contained in this Agreement to be untrue or inaccurate in any material respect when made at the Closing Date or (B) any condition set forth in Article VII or Article VIII to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Purchaser or any officer, director, employee or agent thereof, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 section shall not (a) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantnotice. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: All exhibits and schedules and the Disclosure Schedules attached hereto are hereby incorporated herein by reference and made a part hereof. (ib) Neither the occurrence or non-occurrence specification of any eventdollar amount in any representation nor the mere inclusion of any item in a schedule or in the Disclosure Schedules as an exception to a representation or warranty shall be deemed an admission by a Party that such item represents a material fact, event or circumstance or that such item is reasonably likely to result in a Material Adverse Effect on, Holdco, the occurrence Subsidiaries or non-occurrence Purchaser. (c) Seller shall have the right (but not the obligation) to deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, a supplement to the Seller Disclosure Schedule (the “Closing Date Schedule Supplement”) to disclose any matter arising after the Effective Date that, if existing at or arising prior to the date hereof, would have been required to be set forth in the Seller Disclosure Schedule for the representations and warranties of which is likely Seller set forth herein to cause be true and correct as of the Effective Date and the Seller Disclosure Schedule shall be deemed to be modified, supplemented and amended to include the items listed in the Closing Date Schedule Supplement for all purposes hereunder, other than to cure any breach or inaccuracy of any representation or warranty of the Company Seller contained in this Agreement for purposes of Article 11. If any item set forth in the Closing Date Schedule Supplement discloses any event, circumstance or development that, individually or in the aggregate when taken together with other previously disclosed events, circumstances or developments, would prevent any of the conditions set forth in ‎Section 7.01 to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure satisfied as of the Company Closing Date, then Purchaser may terminate this Agreement by delivering notice of termination to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderSeller within ten (10) Business Days of its receipt of such Closing Date Schedule Supplement; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall if Purchaser does not (a) limit or otherwise affect any remedies available to the party receiving deliver such notice or within such ten (b10) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05Business Day period, however, then Purchaser shall be deemed to amend or supplement have irrevocably waived its right to terminate this Agreement with respect to such item and its right to not consummate the Disclosure Schedule or prevent or cure transactions contemplated hereby with respect to such item, in each case, after giving effect to such item under any misrepresentationsof the conditions set forth in ‎Section 7.01, breach of warranty or breach of covenantbut shall not be deemed to have irrevocably waived its right to indemnification under ‎Section 11.01 with respect to such item. (bd) Surf Air During the Interim Period, Seller shall give prompt notice to the Company of: (i) the occurrence or non- occurrence notify Purchaser of any eventBreach Notice, the occurrence Noncompliance Notice or non-occurrence of which is likely to cause Permit Notice given or received by Seller, Holdco, or any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to Subsidiary after the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantDate.

Notification of Certain Matters. (a) The Company From time to time prior to the Closing, Seller and Seller Subsidiary shall promptly supplement or amend the Disclosure Schedule with respect to any matter existing or occurring as of or prior to the date of this Agreement that was required to be set forth or described in the Disclosure Schedule in order to make any representation or warranty in the Agreement true and complete. No supplement or amendment of the Disclosure Schedule made after the execution hereof by Seller or Seller Subsidiary pursuant to this section 5.6(a) or otherwise shall, except as set forth in Section 5.6(b), be deemed to cure any breach of any representation of or warranty made pursuant to this Agreement. (b) From time to time prior to the Closing, Seller and Seller Subsidiary shall promptly supplement or amend the Disclosure Schedule with respect to any matter arising after the date of this Agreement that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule in order to make any representation or warranty in the Agreement true and correct. Should Seller or Seller Subsidiary supplement the Disclosure Schedule in respect of circumstances set forth in this Section 5.6(b), Purchaser shall have the right in its sole discretion to terminate this Agreement. Should Purchaser elect not to terminate this Agreement under these circumstances but rather to consummate the Transactions, then, unless Purchaser and Seller agree otherwise in writing, Purchaser shall be deemed to have waived the breach to the extent disclosure was required and made pursuant to this Section 5.6(b). (c) Seller and Seller Subsidiary shall give prompt notice to Surf Air of: Purchaser promptly after becoming aware of (i) the occurrence or non-occurrence of any event, the event whose occurrence or non-occurrence of which is would be likely to cause either (A) any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective Time, Closing Date or (B) any condition set forth in ARTICLE VI to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any failure of the Company Seller and Seller Subsidiary or any officer, director, employee or agent thereof, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 section shall not (a) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantnotice. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company Each party shall give prompt notice to Surf Air of: the other parties of (i) the occurrence or non-occurrence failure to occur of any eventevent or the discovery of any information, the occurrence which occurrence, failure or non-occurrence of which is discovery would be likely to cause any representation or warranty of the Company made by such party in this Agreement on its part contained in this Agreement to be untrue no longer re-certifiable under the standards in Sections 8.1(a) and 8.2(a) above with respect to Buyer or inaccurate at Bancorp, as the case may be, after the date hereof or, in case of any representation or prior warranty given as of a specific date, would be likely to cause any such warranty or representation made by such party in this Agreement to be no longer re-certifiable under the Effective Timestandards in Sections 8.1(a) and 8.2(a) above with respect to Buyer or Bancorp, as the case may be, as of such specific date and (ii) any material failure of the Company such party to comply with or satisfy any material covenant, condition covenant or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to From and after the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior date hereof to the Effective Time, and at and as of the Effective Time, Bancorp shall supplement or amend any of its representations and warranties which apply to the period after the date hereof by delivering monthly updates to the Bancorp Disclosure Schedule (ii"Disclosure Schedule Updates") to Buyer with respect to any failure matter hereafter arising which, in the good faith judgment of Bancorp, would render any Surf Entity such representation or warranty after the date of this Agreement materially inaccurate or incomplete as a result of such matter arising. The Disclosure Schedule Updates shall be provided to comply with Buyer on or satisfy before the 25th day of each calendar month. A Disclosure Schedule Update that causes any material covenant, condition warranty or agreement representation made by Bancorp to be complied with breached shall not cure or satisfied by it hereunder; provided, however, that the delivery of any notice be deemed to cure such breach. Buyer may exercise its right to terminate this Agreement pursuant to this Section 5.05 shall not 9.1(d) hereof any time after the thirtieth (a30th) limit day after receipt of the Disclosure Statement Update, if the information in such Disclosure Schedule Update together with the information in any or otherwise affect any remedies available all of the Disclosure Schedule Updates previously provided by the Bancorp indicates that Bancorp is reasonably likely to fail to satisfy the closing condition set forth in Section 8.1(a) hereof. (c) From and after the date hereof to the party receiving Effective Time, and at and as of the Effective Time, Buyer shall amend any of its representations and warranties which apply to the period after the date hereof by delivering monthly updates to Bancorp ("Buyer Updates") with respect to any matter hereafter arising which, in the good faith judgment of Buyer, would render any such notice representation or (b) constitute an acknowledgment or admission of a breach warranty after the date of this AgreementAgreement materially inaccurate or incomplete as a result of such matter arising. No disclosure by Surf Air pursuant Buyer Updates, to this Section 5.05, howeverthe extent one is required, shall be provided to Bancorp on or before the 25th day of each calendar month. A Buyer Update that causes any warranty or representation made by Buyer to be breached shall not cure or be deemed to amend cure such breach. Bancorp may exercise its right to terminate this Agreement pursuant to Section 9.1(d) hereof any time after the thirtieth (30th) day after receipt of the Buyer Updates, if the information in such Buyer Update together with the information in any or supplement all of the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantBuyer Updates previously provided by Buyer indicates that Buyer is reasonably likely to fail to satisfy the closing condition set forth in Section 8.2(a) hereof.

Notification of Certain Matters. (a) From time to time prior to the Closing, the Sellers shall promptly supplement or amend the Disclosure Schedule with respect to any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. No supplement or amendment of the Disclosure Schedule made after the execution hereof by Purchaser pursuant to this section or otherwise shall be deemed to cure any breach of any representation of or warranty made pursuant to this Agreement. (b) The Company Sellers shall give prompt notice to Surf Air of: Purchaser promptly after becoming aware of (i) the occurrence or non-occurrence of any event, the event whose occurrence or non-occurrence of which is would be likely to cause either (A) any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective Time, Closing Date or (B) any condition set forth in Article VI to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any failure of the Company Sellers or any officer, director, employee or agent thereof, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.05 section shall not (a) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantnotice. (bc) Surf Air The Sellers shall give prompt notice deliver to the Company of: Purchaser copies of (i) the occurrence or non- occurrence of any eventall audit reports, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity contained in this Agreement to be untrue or inaccurate at or prior relating to the Effective TimeUnited States federal, state, local or foreign Taxes due from or with respect to the Targeted Businesses or any Target Subsidiary and (ii) any failure closing agreements entered into by or on behalf of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available Sellers relating to the party receiving such notice Targeted Businesses or any Target Subsidiary with any taxing authority, which come into the possession of the Sellers after the date hereof. (bd) constitute an acknowledgment or admission The Sellers shall use their reasonable best efforts to assist Purchaser in connection with financing matters related to the consummation of the Transactions. (e) If, after the date hereof, Apollo obtains actual knowledge of a breach of this Agreementany of the representations and warranties of the Sellers other than information obtained from the Sellers in writing, Purchaser shall notify the Sellers of such breach prior to the Closing Date. No disclosure by Surf Air pursuant If Purchaser has delivered such a notice, the Closing Date shall not occur prior to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach 10th Business Day following the delivery of warranty or breach of covenantsuch notice.

Notification of Certain Matters. (a) The Company shall give ------------------------------- prompt notice to Surf Air of: the Parent of (i) the occurrence or non-occurrence of any event, event known to the Company the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company contained in this Agreement Article 5 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Effective Time, Time and (ii) any material failure of the Company to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the Company hereunder. (b) The Principal Shareholders shall give prompt notice to the Parent of (i) the occurrence or non-occurrence of any event known to the Principal Shareholders the occurrence or non-occurrence of which would be likely to cause any representation or warranty contained in Article 4 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Effective Time and (ii) any material failure of the Principal Shareholders to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the applicable Principal Shareholder hereunder. (c) The Parent shall give prompt notice to the Company of (i) the occurrence or non-occurrence of any event known to the Parent or Newco the occurrence of non-occurrence of which would be likely to cause any representation or warranty contained in Article 6 to be untrue or inaccurate in any material respect at or prior to the Closing Date or the Effective Time and (ii) any material failure of the Parent or Newco to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the . (d) The delivery of any notice pursuant to this Section 5.05 8.11 shall not be deemed to (ai) modify the representations or warranties hereunder of the party delivering such notice, (ii) modify the conditions set forth in Section 9 or (iii) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantnotice. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company CSC Parties shall give prompt notice to Surf Air of: the Buyer of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which causes or is reasonably likely to cause any representation or warranty of any of the Company CSC Parties contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time, Closing and (ii) any failure of the Company any CSC Party to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it any CSC Party hereunder. During the period after the date hereof but prior to the Closing, CSC Parties will from time to time to supplement, modify or update their disclosure schedules if as a result of any matter, change, fact, circumstance, occurrence, development or event occurring or arising during the period after the execution of this Agreement any representation or warranty made herein would no longer be correct without the disclosure of such exception (such schedule, as so supplemented, modified or updated and accompanied by a summary specifying, in reasonable detail, the changes made to be referred to collectively, an “Updated Seller Party Disclosure Schedule”). Any such supplements, modifications and updates set forth in the Updated Seller Party Disclosure Schedule shall not be deemed to be a failure to satisfy any closing condition to this Agreement or give Buyer the right to terminate this Agreement unless such supplements, modifications and updates, in the aggregate, result in a Material Adverse Effect, and Buyer shall consummate the transactions contemplated hereby; provided, however, that following the delivery consummation of any notice pursuant to this Section 5.05 the transactions contemplated hereby, such supplements, modifications and updates shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure have cured any misrepresentations, respective breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained the CSC Parties made as of the Closing Date for purposes of seeking indemnification remedies under Article IX, and the Buyer may seek indemnification for items in this Agreement to be untrue or inaccurate at or prior the Updated Seller Party Disclosure Schedules pursuant to the Effective Time, and (ii) any failure provisions of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantArticle IX.

Notification of Certain Matters. (a) The Company Between the date of this Agreement and the Closing, the parties shall give prompt notice to Surf Air of: the other parties of (i) the occurrence, or failure to occur, of any event which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate at or prior in any material respect any time from the date hereof to the Effective Time, Closing Date and (ii) any material failure of the Company parties or any Affiliate, officer, director, employee, agent or stockholder of the parties to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; providedPROVIDED, howeverHOWEVER, that such disclosure shall not be deemed to cure any breach of a representation, warranty, covenant or agreement or to satisfy any condition. During the delivery same period, the Stockholders shall promptly notify the Buyer of the occurrence of any notice pursuant breach by the Stockholders or Jami▇▇ ▇▇ any covenant in this Article 7 or of the occurrence of any event that may make the satisfaction of the conditions in Article 8 impossible or unlikely, and Buyer shall promptly notify the Stockholders of the occurrence of any such breach or event that comes to this Section 5.05 shall not (a) limit their attention. Should any such fact or otherwise affect condition require any remedies available change in any Disclosure Schedule if the Disclosure Schedule were dated the date of the occurrence or discovery of any such fact or condition, the Stockholders will promptly deliver to the party receiving Buyer a supplement to the Disclosure Schedule specifying such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, change and such delivery shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach of covenant. (b) Surf Air shall give prompt notice agreement or to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereundercondition; provided, however, that the delivery of any notice pursuant to this Section 5.05 Buyer shall not (a) limit or otherwise affect be required to Close if any remedies available such supplement to the party receiving such notice or (b) constitute an acknowledgment or admission of Disclosure Schedules constitutes a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantCompany Material Adverse Effect.

Notification of Certain Matters. (a) The Company Seller shall give prompt notice (and, in any event, within two (2) Business Days) (a “Seller Notice”) to Surf Air of: Buyer of (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would or would be reasonably likely to cause any representation or warranty of the Company Seller contained in this Agreement herein to be untrue or inaccurate in any material respect at any time at or prior to the Effective TimeClosing, and or which would constitute a Seller Material Adverse Change, (ii) any event which would reasonably be expected to cause any of the conditions in ARTICLE VI not to be fulfilled, and (iii) any material failure of the Company Seller to comply with or satisfy in a timely manner any material covenant, condition or agreement to be complied with or satisfied by it Seller hereunder; provided. In the event that Seller delivers to Buyer a Seller Notice related to any event arising after the date of this Agreement (other than as a result of a Seller breach of Section 4.1 or 4.3), howeversuch Seller Notice may be accompanied by a supplement to the Seller Disclosure Schedule specifying such change or changes as are necessary to reflect the event that gave rise to such Seller Notice (a “Seller Disclosure Schedule Update”). If Seller delivers a Seller Disclosure Schedule Update, Buyer shall then have the right, during the period commencing on the date of receipt of such Seller Disclosure Schedule Update and ending on the date that the delivery of any notice is ten (10) Business Days thereafter to terminate this Agreement pursuant to Section 7.1(d) if the condition precedent set forth in Section 6.1(a) will not be fulfilled as a result of the matters, events or facts set forth in such Seller Disclosure Schedule Update. As of the Closing, if Buyer has not exercised its right to terminate this Section 5.05 shall not (a) limit or otherwise affect any remedies available Agreement with respect to a Seller Disclosure Schedule Update that gives Buyer the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of right to terminate this Agreement. No disclosure by the Company Agreement pursuant to this Section 5.057.1(d), however, shall then the Seller Disclosure Schedule will thereupon be deemed to amend or supplement the be amended by such Seller Disclosure Schedule or prevent or cure Update and the Buyer Indemnified Parties will be deemed to have waived any misrepresentations, claim for indemnification pursuant to ARTICLE VIII based on any breach of representation or warranty that would have otherwise existed in the absence of such disclosure solely for the portion of any matter, event or breach of covenantfact disclosed in such Seller Disclosure Schedule Update. If the Seller Disclosure Schedule Update does not give Buyer the right to terminate this Agreement pursuant to Section 7.1(d) and this Section 4.4(a), then the Seller Disclosure Schedule will not be deemed to be amended by such Seller Disclosure Schedule Update and the Buyer Indemnified Parties will not be deemed to have waived any claim for indemnification pursuant to ARTICLE VIII. (b) Surf Air Buyer shall give prompt notice (and, in any event, within two (2) Business Days) (a “Buyer Notice”) to the Company of: Seller of (i) the occurrence or non- non-occurrence of any event, event the occurrence or non-occurrence of which is would or would be reasonably likely to cause any representation or warranty of any Surf Entity Buyer contained in this Agreement herein to be untrue or inaccurate in any material respect at any time at or prior to the Effective TimeClosing, and or which would constitute a Buyer Material Adverse Change, (ii) any event which would reasonably be expected to cause any of the conditions in ARTICLE VI not to be fulfilled, and (iii) any material failure of any Surf Entity Buyer to comply with or satisfy in a timely manner any material covenant, condition or agreement to be complied with or satisfied by it Buyer hereunder; provided, however, . In the event that Buyer delivers to Seller a Buyer Notice related to any event arising after the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach date of this Agreement, such Buyer Notice may be accompanied by a supplement to the Buyer Disclosure Schedule specifying such change or changes as are necessary to reflect the event that gave rise to such Buyer Notice (a “Buyer Disclosure Schedule Update”). No disclosure by Surf Air If Buyer delivers a Buyer Disclosure Schedule Update, Seller shall then have the right, during the period commencing on the date of receipt of such Buyer Disclosure Schedule Update and ending on the date that is ten (10) Business Days thereafter to terminate this Agreement pursuant to Section 7.1(e) if the condition precedent set forth in Section 6.2(a) will not be fulfilled as a result of the matters, events or facts set forth in such Buyer Disclosure Schedule Update. As of the Closing, if Seller has not exercised its right to terminate this Agreement with respect to a Buyer Disclosure Schedule Update that gives Seller the right to terminate this Agreement pursuant to Section 7.1(e) and this Section 5.054.4(b), however, shall then the Buyer Disclosure Schedule will thereupon be deemed to amend or supplement the Surf Air be amended by such Buyer Disclosure Schedule or prevent or cure Update and the Seller Indemnified Parties will be deemed to have waived any misrepresentations, claim for indemnification pursuant to ARTICLE VIII based on any breach of representation or warranty that would have otherwise existed in the absence of such disclosure solely for the portion of any matter, event or breach of covenantfact disclosed in such Buyer Disclosure Schedule Update. If the Buyer Disclosure Schedule Update does not give Seller the right to terminate this Agreement pursuant to Section 7.1(e), then the Buyer Disclosure Schedule will not be deemed to be amended by such Buyer Disclosure Schedule Update and the Seller Indemnified Parties will not be deemed to have waived any claim for indemnification pursuant to ARTICLE VIII.

Notification of Certain Matters. (a) The Company From the date hereof through the Closing, Seller shall give prompt notice to Surf Air of: (i) Buyer of the occurrence occurrence, or non-occurrence failure to occur, of any event, the occurrence or non-occurrence of event which is likely to would (a) cause any representation or warranty of the Company Seller contained in this Agreement (including the Disclosure Schedule) that is qualified as to materiality or Material Adverse Effect to be untrue or inaccurate at or prior any representation or warranty that is not so qualified to the Effective Time, and (ii) any failure of the Company to comply with be untrue or satisfy inaccurate in any material respect, or (b) constitute or result in a default or breach by Seller or any of its Affiliates of any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure -------- ------- any misrepresentations, breach of warranty a representation, warranty, covenant or breach agreement or to satisfy any condition. Seller shall promptly notify Buyer of covenantany default, the threat or commencement of any Action, or any development that occurs before the Closing that could reasonably be likely to have a Material Adverse Effect on Seller. (b) Surf Air From the date hereof through the Closing, Buyer shall give prompt notice to Seller of the Company of: (i) the occurrence occurrence, or non- occurrence failure to occur, of any event, the occurrence or non-occurrence of event which is likely to would (a) cause any representation or warranty of any Surf Entity Buyer contained in this Agreement that is qualified as to materiality or Material Adverse Effect to be untrue or inaccurate at or prior any representation or warranty that is not so qualified to the Effective Timebe untrue or inaccurate in any material respect, and or (iib) constitute or result in a default or breach by Buyer or any failure of its Affiliates of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or -------- ------- cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach agreement or to satisfy any condition. Buyer shall promptly notify Seller of covenantany default or the threat or commencement of any Action.

Notification of Certain Matters. (a) The Company From the date of this Agreement until the Closing Date, Seller Representative shall give prompt written notice to Surf Air of: Buyer of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event, the occurrence circumstance or non-occurrence of which fact that is reasonably likely to cause any representation or warranty of the Company Sellers contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, in any material respect; and (ii) any failure of the Company a Seller to comply with or satisfy satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery under this Agreement. The content of any notice or update delivered by Seller Representative to Buyer prior to the Closing Date pursuant to this Section 5.05 6.4 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule Schedules or prevent to modify the applicable representations, warranties and covenants contained in this Agreement or cure any misrepresentations, breach the other Transaction Documents for purposes of warranty determining whether applicable conditions precedent in Article 8 are satisfied or breach for purposes of covenantdetermining or calculating Sellers’ and the Foundation’s indemnification obligations set forth in Article 10. (b) Surf Air shall give prompt notice to the Company of: If (i) any Seller discovers at any time following the occurrence or non- occurrence date of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue that any Material Contract exists that is not disclosed on Schedule 4.19(a), any Tenant Lease exists that is not disclosed on Schedule 4.22(c), any Third-Party Lease exists that is not disclosed on Schedule 4.22(d) or inaccurate at any Contract exists that is not disclosed on Schedule 2.1(h); or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that Seller enters into a Contract between the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach date of this AgreementAgreement and the Closing Date, then Seller Representative shall promptly notify Buyer of such fact and provide Buyer with an accurate and complete copy of such Contract. No disclosure by Surf Air pursuant Buyer may, in its sole discretion, designate any such Material Contract, Tenant Lease, Third-Party Lease or Contract relating to this Section 5.05Referral Sources either as an Assumed Contract or Excluded Contract, howeverand if Buyer elects to treat such Material Contract, Tenant Lease, Third-Party Lease or Contract relating to Referral Sources as an Assumed Contract, the Parties shall update Schedule 2.1(h) accordingly on the day before the Closing. All such Contracts that are not Material Contracts, Tenant Leases, Third-Party Leases or Contracts relating to Referral Sources shall be deemed Assumed Contracts, unless such Contract violates applicable Law. The Parties shall update Schedule 2.1(h) accordingly on the day before the Closing for any Contracts deemed Assumed Contracts pursuant to amend the preceding sentence. Any Material Contract, Tenant Lease or supplement Third-Party Lease that is approved or deemed approved by Buyer under Section 6.2 shall automatically be deemed an Assumed Contract and added to Schedule 2.1(h) on the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantday before the Closing.

Notification of Certain Matters. (a) The Company shall Sellers will give prompt notice to Surf Air Buyer of: (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is likely reasonably expected to cause any representation or warranty of the Company contained made by such Seller in this Agreement Article III or Article IV to be untrue or inaccurate at or prior to the Effective TimeClosing of which Sellers have Knowledge, and (ii) any discovery that any representation or warranty of Sellers in Articles III and IV is untrue, and (iii) any failure of the such Seller or any Company to comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of such Seller or any notice pursuant Company hereunder prior to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this AgreementClosing. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall Buyer will give prompt notice to the Company Sellers of: (i) the occurrence or non- occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of any Surf Entity contained in this Agreement Article VI to be untrue or inaccurate at or prior to the Effective TimeClosing, and (ii) any discovery that any representation or warranty of Buyer in Article VI is untrue, and (iii) any failure of any Surf Entity Buyer to comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunderBuyer hereunder prior to Closing. (b) The delivery of any notice or of any supplements or amendments to the Disclosure Schedule pursuant to this Section will not be deemed to: (i) modify the representations or warranties hereunder of the party delivering such notice, (ii) modify the conditions set forth in Article IX or (iii) limit or otherwise affect the remedies (if any) available under this Agreement to the party receiving such notice; provided, however, that if the delivery Closing occurs, the Disclosure Schedule as so supplemented or amended as of any notice pursuant the Closing with respect to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall Post-Signing Event will be deemed to amend or supplement be the Surf Air Disclosure Schedule for purposes of determining whether or prevent or cure not any misrepresentations, breach of warranty or breach the representations and warranties of covenantany Company has occurred.

Notification of Certain Matters. (a) The Company Selling Stockholders shall give prompt notice to Surf Air of: Purchaser and Purchaser shall give notice to the Selling Stockholders, as promptly as reasonably practicable upon becoming aware of (i) the any fact, change, condition, circumstance, event, occurrence or non-occurrence of any event, the occurrence that has caused or non-occurrence of which is reasonably likely to cause any representation or warranty of the Company contained in this Agreement (as modified by the Disclosure Schedule and all Disclosure Schedule Updates) to be untrue or inaccurate in any respect at or any time after the date hereof and prior to the Effective TimeClosing, and (ii) any material failure of the Company on its part to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderhereunder or (iii) the institution of or the threat of institution of any Legal Proceeding against any of the Selling Stockholders, the Company related to this Agreement or the transactions contemplated hereby; provided, however, provided that the delivery of any notice pursuant to this Section 5.05 6.14 shall not (a) limit or otherwise affect any the remedies available hereunder to the party receiving such notice notice, or (b) constitute an acknowledgment the representations or admission of a breach of this Agreement. No disclosure by warranties of, or the Company pursuant conditions to this Section 5.05the obligations of, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.parties hereto; (b) Surf Air shall give prompt notice to Notwithstanding any other provision of this Agreement, between the Company of: date of this Agreement and fifteen (i15) the occurrence or non- occurrence of any eventdays following such date, the occurrence Selling Stockholders shall be permitted to update the Disclosure Schedule (each such update is referred to as a “Disclosure Schedule Update”). A Disclosure Schedule Update may include one or non-occurrence more sections that were not contained in the Disclosure Schedule delivered on the date of this Agreement or any previous Disclosure Schedule Update, in which is likely event the Purchaser hereby agrees that the related Section of Article IV shall be amended, without further action by any party hereto, to cause any include the phrase “Except as set forth in Section [ ] of the Disclosure Schedule” in the appropriate portion of that Article IV Section. Any determination regarding the truth, accuracy, completeness or correctness of a representation or warranty of any Surf Entity the Selling Stockholders as of the date of this Agreement or as of the Closing Date shall be made with reference to the disclosures contained in this Agreement to be untrue the Disclosure Schedule as amended by all Disclosure Schedule Updates. If any Disclosure Schedule Update includes Sections 3.3(a), 3.3(b), 4.3(a) or inaccurate at or prior to 4.3(b) of the Effective TimeDisclosure Schedule, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, Purchaser shall be deemed permitted to amend or supplement update Section 7.1(g) of the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantSchedule.

Notification of Certain Matters. (a) The Company MIOA shall give prompt written notice to Surf Air of: CCI of the following: (i) the occurrence or non-occurrence nonoccurrence of any event, the event whose occurrence or non-occurrence of which is nonoccurrence would be likely to cause either (A) any representation or warranty of the Company MIOA contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the Schedule Delivery Date to the Effective TimeClosing (assuming that each representation and warranty was re-affirmed as of each day between the Schedule Delivery Date and the Closing Date, and inclusive), including but not limited to those resulting from the consummation of any Permitted Equity Financings, or (B) directly or indirectly, any Material Adverse Effect; or (ii) any material failure of the Company MIOA, any officer, director, employee or agent thereof, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air CCI shall give prompt written notice to MIOA of the Company of: following: (i) the occurrence or non- occurrence nonoccurrence of any event, the event whose occurrence or non-occurrence of which is nonoccurrence would be likely to cause either (A) any representation or warranty of any Surf Entity CCI contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the Schedule Delivery Date to the Effective TimeClosing (assuming that each representation and warranty was re-affirmed as of each day between the Schedule Delivery Date and the Closing Date, and inclusive), including but not limited those resulting from the consummation of any Permitted Equity Financings; or (B) directly or indirectly, any Material Adverse Effect; (ii) any material failure of CCI, any Surf Entity officer, director, employee or agent thereof, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder. (c) In the event that either MIOA or CCI is required to deliver a written notice pursuant to subsection (a) or (b) above, respectively, such party shall, within three (3) days after delivery of such notice, deliver to the other party a revised Schedule updating such representation or warranty. The receiving party shall review the Schedule and within five (5) days after its receipt, elect to either (i) approve the Schedule for attachment to this Agreement and treat such Schedule, as if it had been delivered and attached to this Agreement as of the Schedule Delivery Date, or (ii) treat such Schedule and the events giving rise to such Schedule as a breach of such related representation or warranty in accordance with the terms of this Agreement, including but not limited to Section 7.7, 8.1 and 9.1, as applicable; providedPROVIDED, however, that any events which are permitted to occur between the date hereof and the Closing pursuant to the terms of this Agreement (such as a Permitted Equity Financing) shall in no event be treated as a breach of a representation or warranty hereunder. (d) Notwithstanding the foregoing, the delivery of any notice pursuant to this Section 5.05 shall not (a) limit waive or otherwise affect any remedies available to release MIOA or CCI, as the party receiving such notice case may be, from its representations, warranties, covenants or (b) constitute an acknowledgment or admission of a breach of agreements under this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall except as they may be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantmodified and approved in accordance with subsection (c)(i) above.

Notification of Certain Matters. (ai) The Company Sellers shall give prompt written notice to Surf Air of: the Purchaser of (iA) the occurrence occurrence, or non-occurrence failure to occur, of any event, the occurrence or non-occurrence event of which is they have Knowledge that would be reasonably likely to cause any representation or warranty of the Company Sellers contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date of this Agreement to the Effective Time, and Closing if such representation or warranty were made at such time; (iiB) any the failure of the Company Sellers to comply with or satisfy in any material covenant, condition or agreement respect any covenant to be complied with or satisfied by it hereunder; provided, however, (C) any written notice or other written communication from any Person alleging that the delivery consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or the other Transaction Documents; and (D) any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such written notice or (b) constitute an acknowledgment other written communication from any Governmental Entity in connection with the transactions contemplated by this Agreement or admission of a breach of this Agreementthe other Transaction Documents. No disclosure by such notification shall affect the Company pursuant representations or warranties of the Parties or the conditions to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenanttheir respective obligations hereunder. (bii) Surf Air The Sellers shall give prompt notice have the right, and the continuing obligation, to disclose additional matters (a “Supplemental Disclosure Item”) in a letter to the Company of: Purchaser (ia “Supplemental Disclosure Letter”) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely from time to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or time prior to the Effective TimeClosing that come to the Knowledge of the Sellers after the date hereof that, and (ii) any failure of any Surf Entity to comply with had such additional matters been existing, occurring or satisfy any material covenantknown on the date hereof, condition or agreement would have been required to be complied with set forth or satisfied by it hereunder; provided, however, that described in the Sellers Disclosure Schedules delivered to the Purchaser on the date of this Agreement in order to make the representations and warranties true and correct as of the date of this Agreement and as of the Closing Date. The delivery of any notice a Supplemental Disclosure Letter shall not diminish the Purchaser’s right to terminate this Agreement pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant7.1(b)(i).

Notification of Certain Matters. (a) The Company and each of the Principals, as the case may be, shall give prompt written notice to Surf Air Parent of: (i) the occurrence or non-occurrence of any event, the occurrence or non- occurrence of which is likely to cause any representation or warranty of the Company or any of the Principals, respectively and as the case may be, contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Date; and (ii) any failure of the Company or any of the Principals, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 4.08(a) shall not constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company or any of the Principals pursuant to this Section 4.08(a) shall be deemed to have cured any breach of any representation or warranty made in this Agreement for purposes of determining whether or not the conditions set forth in Article V have been satisfied, or be deemed to have cured any such breach of a representation or warranty in this Agreement and to have been disclosed as of the date of this Agreement for purposes of Article VI hereof. (b) The Parent shall give prompt written notice to the Company of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company Parent contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective Time, ; and (ii) any failure of the Company Parent to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 4.08(b) shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company or any of the Principals pursuant to this Section 5.05, however, 4.08(b) shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure have cured any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained made in this Agreement to be untrue for purposes of determining whether or inaccurate at not the conditions set forth in Article VI have been satisfied, or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure have cured any misrepresentations, such breach of a representation or warranty or breach in this Agreement and to have been disclosed as of covenantthe date of this Agreement for purposes of Article VI hereof.

Notification of Certain Matters. (a) The Company From the date hereof through the ------------------------------- Closing, Seller shall give prompt notice to Surf Air of: Buyer of (ia) the occurrence, or failure to occur, of any event which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of the Company contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate at or prior to the Effective Time, in any respect and (iib) any failure of the Company Seller, or any of its affiliates, or of any of its shareholders or Representatives, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any exhibit or schedule hereto; provided, however, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or -------- ------- cure any misrepresentations, breach of warranty a representation, warranty, covenant or agreement or to satisfy any condition. Seller shall promptly notify Buyer of any Default, the threat or commencement of any Action, or any development that occurs before the Closing that could in any way materially affect Seller, the Assets or the Business. In the event that the officers of Buyer listed on Exhibit H hereto have actual knowledge (without any investigation and without attribution of knowledge of any other person) of the existence, prior to the Closing Date, of any fact or condition which would render the Seller in breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity the Seller contained in this Agreement or in any Ancillary Agreements of which Buyer has not notified Seller as soon as practical after such discovery, any claim for indemnification which Buyer would have been able to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice assert pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure Agreement is hereby waived by Surf Air pursuant to this Section 5.05Buyer, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantand Seller is hereby unconditionally released therefrom.

Notification of Certain Matters. (a) The Company Seller shall give prompt notice to Surf Air of: Buyer of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company Seller contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective TimeClosing, and (ii) any failure of the Company Seller to comply with or satisfy in any material covenant, condition respect any covenant or agreement required to be complied with or satisfied by it hereunder, in either case such that the conditions set forth in Section 8.2(a) might reasonably not be satisfied by the End Date; provided, however, that the delivery of any notice pursuant to this Section 5.05 7.9(a) shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company Seller pursuant to this Section 5.057.9(a), however, shall be deemed to amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantcovenant by Seller hereunder. (b) Surf Air Parent or Buyer shall give prompt notice to the Company of: Seller of (i) the occurrence or non- non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity Parent or Buyer contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective TimeClosing, and (ii) any failure of any Surf Entity Parent or Buyer to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it hereunder, in either case such that the conditions set forth in Section 8.3(a) might reasonably not be satisfied by the End Date; provided, however, that the delivery of any notice pursuant to this Section 5.05 7.9(b) shall not (a) limit or otherwise affect any remedies available to the party receiving such notice Seller, or (b) constitute an acknowledgment or admission by Parent or Buyer of a breach of this Agreement. No disclosure by Surf Air Parent or Buyer pursuant to this Section 5.057.9(b), however, shall be deemed to amend or supplement the Surf Air Buyer Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantcovenant by Parent or Buyer hereunder.

Notification of Certain Matters. (a) The Company Until the Closing, Seller shall give prompt notice to Surf Air Buyer of: (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is which, to Seller’s Knowledge, would be likely to cause a material breach of any representation or warranty of the Company contained made by Seller in this Agreement to be untrue Article IV or inaccurate by Buyer in Article V at or prior to the Effective TimeClosing, and (ii) any a failure of the Company Seller or Buyer to materially comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunder; providedSeller or Buyer hereunder prior to Closing. Until the Closing, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air Buyer shall give prompt notice to the Company Seller of: (i) the occurrence or non- non-occurrence of any event, event the occurrence or non-occurrence of which is to the actual knowledge of Buyer, would be likely to cause a material breach of any representation or warranty of any Surf Entity contained made by Seller in this Agreement to be untrue Article IV or inaccurate by Buyer in Article V at or prior to the Effective TimeClosing, and (ii) any a failure of any Surf Entity Buyer or Seller to comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunder; provided, however, that the Buyer or Seller hereunder prior to Closing. The delivery of any notice pursuant to this Section 5.05 6.6 shall not be deemed to (ax) modify the representations or warranties hereunder of the party in breach, (y) modify the conditions set forth in Article VIII, or (z) limit or otherwise affect any the remedies available hereunder to the party receiving not in breach. If any of Buyer’s or Seller’s representations or warranties are materially untrue or shall become materially untrue between the date of execution of this Agreement and the Closing Date, or if any of Buyer’s or Seller’s covenants or agreements to be performed or observed prior to or on the Closing Date shall not have been materially performed or observed, and if such notice breach of representation, warranty, covenant or agreement shall (bif curable) constitute an acknowledgment be cured by the Closing (or admission of a extended Closing as applicable; or, if the Closing does not occur, by the date set forth in Section 9.1), then such material breach shall be considered not to have occurred for all purposes of this Agreement. No In the event a party to this Agreement makes a disclosure by Surf Air pursuant to this Section 5.056.6 and the effect of such disclosure would reasonably be expected to constitute a matter which would excuse a party from Closing pursuant to Article IX, such disclosure shall not affect a party’s right to terminate this Agreement pursuant to Article VIII. Except when Seller’s gross negligence and willful misconduct caused a breach or failure in any material respect of any representation, warranty or covenant under this Agreement, Seller shall have no liability to Buyer in the event that Buyer closes pursuant to Article IX or terminates this Agreement pursuant to Article VIII by reason of any matter disclosed by Seller pursuant to this Section 6.6. Prior to and until Closing, pursuant to and subject to the limitations of this Section 6.6, and subject to Buyer’s consent, Seller shall be permitted to update the Exhibits and Schedules to this Agreement; however, in the event any such update occurs within five (5) days of the Defect Deadline, said Defect Deadline shall be deemed extended by five (5) additional days as to amend any matters arising from or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantrelated to information contained in said update.

Notification of Certain Matters. (a) The Company Between the date of this Agreement and the Closing, each Seller shall give prompt notice to Surf Air of: promptly notify Purchaser in writing if any of them becomes aware of (i) any fact or condition that causes or constitutes a breach of any of the Sellers’ representations and warranties made as of the date of this Agreement or (ii) the occurrence after the date of this Agreement of any fact or non-condition that would or be reasonably likely to (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of, or either Seller’s discovery of, such fact or condition. Should any such fact or condition require any change to the Schedules, Sellers shall promptly as practicable deliver to Purchaser a supplement to the Schedules specifying such change. Such delivery shall not affect any rights of Purchaser under Articles VIII or IX. During the same period, each Seller also shall promptly notify Purchaser of the occurrence of any event, breach of any covenant of a Seller in this Article VII or of the occurrence or non-occurrence of which is likely to cause any representation or warranty event that may make the satisfaction of the Company contained conditions in this Agreement to be untrue Article IV impossible or inaccurate at or prior to the Effective Time, and (ii) any failure of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantunlikely. (b) Surf Air Between the date of this Agreement and the Closing, each of the Purchasing Parties shall give prompt notice to the Company of: promptly notify Seller in writing if such Purchasing Party becomes aware of (i) any fact or condition that causes or constitutes a breach of any of the Purchasing Parties’ representations and warranties made as of the date of this Agreement or (ii) the occurrence after the date of this Agreement of any fact or non- condition that would or be reasonably likely to (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of, or such Purchasing Party’s discovery of, such fact or condition. Should any such fact or condition require any change to the Schedules, the Purchasing Parties shall promptly as practicable deliver to Seller a supplement to the Schedules specifying such change. Such delivery shall not affect any rights of Sellers under Articles VIII or IX. During the same period, the Purchasing Parties also shall promptly notify Seller of the occurrence of any event, breach of any covenant of a Purchasing Party in this Article VII or of the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained event that may make the satisfaction of the conditions in this Agreement to be untrue Article IV impossible or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantunlikely.

Notification of Certain Matters. (a) The Company Each party shall ------------------------------- give prompt notice to Surf Air of: the other party of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event, the occurrence event or non-occurrence existence of which is likely any condition that has caused or would reasonably be expected to cause any representation of its representations or warranty of the Company warranties contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time after the date of this Agreement, up to and including the Closing Date (except to the Effective Timeextent such representations and warranties speak as of a particular date), and (ii) any failure of the Company on its part to comply with or satisfy satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of under this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any eventSeller may, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective TimeClosing, and (ii) by written notice to Buyer, supplement any failure Schedule to reflect any change or event that occurs after the date of this Agreement or to otherwise correct or amend any Surf Entity such Schedule, provided that all such supplemental Schedules shall be delivered to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied Buyer by it hereunder; provided, however, that Seller at the delivery of any notice pursuant to this Section 5.05 shall same time on a Business Day not (a) limit or otherwise affect any remedies available fewer than three Business Days prior to the party receiving such notice or Closing. (bc) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, Such supplemental Schedules shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty any of Seller's representations or warranties for purposes of Section 7.1(a) unless the impact of all matters disclosed on such supplemental Schedules would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 6.7(d), such supplemental Schedules shall not be deemed to have cured any breach of covenantany of Seller's representations or warranties for purposes of Article VIII hereof. (d) Such supplemental Schedules shall be deemed to cure any breach of any of Seller's representations or warranties for purposes of Article VIII hereof if the impact of all matters disclosed on such supplemental Schedules is reasonably expected to have a Material Adverse Effect and Buyer exercises its right to proceed with the Closing. (e) The delivery by Seller to Buyer of such supplemental Schedules shall be accompanied by a written statement that, in Seller's opinion, the impact of all matters disclosed on such supplemental Schedules either would or would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. If Seller's written opinion is that such impact would reasonably be expected to have a Material Adverse Effect, Buyer shall be deemed to have agreed with such opinion. If Seller's written opinion is that such impact would not reasonably be expected to have a Material Adverse Effect, Buyer may dispute such opinion, provided that Buyer shall deliver to Seller, at least one Business Day prior to the Closing, a written statement that, in Buyer's opinion, the impact of all matters disclosed on such supplemental Schedules would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Notification of Certain Matters. (a) The Company Concentra shall give prompt written notice to Surf Air Coventry of: (i) the occurrence occurrence, or non-occurrence failure to occur, of any event, the occurrence condition, fact or non-occurrence circumstance of which is it has Knowledge that would be reasonably likely to cause any representation or warranty of Concentra and the Company Sellers contained in this Agreement or in any other Transaction Agreement to be untrue or inaccurate in any material respect at or prior any time from the date of this Agreement to the Effective TimeClosing determined as if such representation or warranty were made at such time, and (ii) any the failure of Concentra or the Company Sellers to comply with or satisfy in any material covenant, condition or agreement respect any covenant to be complied with or satisfied by it hereunder, (iii) any written notice or other written communication from any Person alleging that the Consent of such person is or may be required in connection with the transactions contemplated by this Agreement and (iv) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement. No such notification shall affect the representations or warranties of the Parties or the conditions to their respective obligations hereunder. Solely to the extent such disclosure under clause (i) above relates to an event, condition, fact or circumstance that first occurs after the date of this Agreement and which results in a breach of a representation or warranty, Concentra shall be entitled to make such disclosures in the form of updates and/or modifications to the Concentra Disclosure Letter. In the event Concentra acknowledges in writing that such update gives rise to a termination right by Coventry under ARTICLE XI and Coventry nevertheless waives or fails to timely exercise its right to terminate as set forth below, such update shall amend and supplement the appropriate Sections of the Concentra Disclosure Letter previously delivered solely for the purposes of ARTICLE XII only; provided, however, that in no event shall such updates amend the delivery Concentra Disclosure Letter for the purpose of determining whether any of the conditions set forth in Section 10.2 have been satisfied, except to the extent set forth in the following sentence. Notwithstanding any provision in this Agreement to the contrary, unless Coventry and Buyer provides Concentra and the Sellers with a written termination notice pursuant to this Section 5.05 shall not ARTICLE XI within five business days following the later to occur of (ai) limit or otherwise affect any remedies available the receipt of reasonably detailed supporting information relating to the party receiving matters described in such notice update or (bii) constitute an acknowledgment or admission the expiration of any applicable Cure Period in respect of a breach of this Agreement. No disclosure by the Company described in an updated Concentra Disclosure Letter delivered pursuant to this Section 5.05the preceding sentence, howeverCoventry, solely with respect to the breach(es) described in the update to the Concentra Disclosure Letter, shall be deemed to amend or supplement the Disclosure Schedule have waived its right to terminate this Agreement or prevent the consummation of the transactions contemplated by this Agreement pursuant to ARTICLE XI or cure any misrepresentationsSection 10.2, breach of warranty or breach of covenantas applicable. (b) Surf Air Coventry and Buyer shall give to Concentra prompt written notice to the Company of: (i) the occurrence occurrence, or non- occurrence failure to occur, of any event, the occurrence conditions, fact or non-occurrence circumstance of which is either of them has Knowledge that would be reasonably likely to cause any representation or warranty of any Surf Entity Coventry or Buyer contained in this Agreement or in any other Transaction Agreement to be untrue or inaccurate in any material respect at or prior any time from the date of this Agreement to the Effective TimeClosing determined as if such representation or warranty were made at such time, and (ii) the existence of any fact or circumstance or the occurrence, or failure to occur, of any event of which either of them has Knowledge that would be reasonably likely to cause any representation or warranty of Concentra or the Sellers contained in this Agreement or in any other Transaction Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Closing determined as if such representation or warranty were made at such time, (iii) the failure of any Surf Entity Coventry or Buyer to comply with or satisfy in any material covenant, condition or agreement respect any covenant to be complied with or satisfied by it hereunder; provided, however, (iv) any written notice or other written communication from any Person alleging that the delivery Consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and (v) any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such written notice or (b) constitute an acknowledgment or admission of a breach of other written communication from any Governmental Authority in connection with the transactions contemplated by this Agreement. No disclosure by Surf Air pursuant such notification shall affect the representations or warranties of the Parties or the conditions to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenanttheir respective obligations hereunder.

Notification of Certain Matters. (a) The Company Seller shall give prompt notice to Surf Air Buyer of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company Seller contained in this Agreement to be untrue or inaccurate at or prior to the Effective TimeClosing Date, (ii) any failure of Seller to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder and (iii) the occurrence of a Business Material Adverse Effect; provided, however, that the delivery of any notice pursuant to this Section 4.23(a) shall not (a) limit or otherwise affect any remedies available to Buyer (including any right of Buyer to claim a failure of a condition to Closing set forth in Section 1.5(b)(i) or Section 1.5(b)(ii)) or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Seller pursuant to this Section 4.23(a), shall affect or be deemed to qualify, limit, waive, modify, amend, or supplement any representation or warranty contained herein or in Seller Disclosure Schedule, the conditions to the obligations of Buyer to consummate the Contemplated Transactions in accordance with the terms and provisions of this Agreement, or the rights of Buyer or any Indemnified Party under or arising out of a breach of this Agreement. (b) Buyer shall give prompt notice to Seller of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Buyer contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date, and (ii) any failure of the Company Buyer to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 4.23(b) shall not (ax) limit or otherwise affect any remedies available to the party receiving such notice Seller or (by) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company Buyer pursuant to this Section 5.05, however4.23(b), shall affect or be deemed to amend qualify, limit, waive, modify, amend, or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior herein, the conditions to the Effective Timeobligations of Seller to consummate the Contemplated Transactions in accordance with the terms and provisions of this Agreement, and (ii) any failure or the rights of any Surf Entity to comply with Seller under or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission arising out of a breach of this Agreement. (c) Seller shall notify Buyer in writing promptly after learning of any Litigation initiated or threatened against Seller or any of their respective officers, directors, managers, employees, shareholders or other securityholders in their capacity as such. No Seller shall notify Buyer in writing promptly after learning of any Litigation or threatened Litigation by, or receiving any notice from, any Person (i) alleging any infringement, misappropriation, misuse, dilution, violation, or unauthorized use or disclosure by Surf Air pursuant of any Seller IP or Technology or unfair competition, (ii) inviting Seller to this Section 5.05take a license under any intellectual property rights or consider the applicability of any intellectual property rights to any Seller Product or the conduct of the Business, howeverchallenging the ownership, use, validity or enforceability of any intellectual property rights of Seller or Technology of Seller, or (iii) alleging any violation of any Person’s privacy, personal, statutory or confidentiality rights. Seller shall be deemed give Buyer the opportunity to amend (i) participate in the defense of any such Litigations or supplement threatened Litigations, and (ii) consult with counsel to Seller regarding the Surf Air Disclosure Schedule defense, settlement, or prevent compromise with respect to any such Litigation or cure threatened Litigation. Seller shall not settle or compromise or agree to settle or compromise any misrepresentations, breach of warranty such Litigation or breach of covenantthreatened Litigation without Buyer’s prior written consent.

Notification of Certain Matters. (a) The Company shall give prompt notice (the "Company Notice") to Surf Air of: AppNet of (ia) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of the Company or the Stockholders contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time, Closing Date and (iib) any material failure of the Company or the Stockholders to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air Stockholders hereunder. AppNet shall give prompt notice to the Company of: of (ia) the occurrence or non- non-occurrence of any event, event the occurrence or non-occurrence of which is would be likely to cause any representation or warranty of any Surf Entity AppNet contained in this Agreement herein to be untrue or inaccurate in any material respect at or prior to the Effective Time, Closing Date and (iib) any material failure of any Surf Entity AppNet to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it AppNet hereunder; provided, however, that the . The delivery of any notice pursuant to this Section 5.05 6.5 shall not not, without the express written consent of the receiving party, be deemed to (aA) modify the representations or warranties hereunder, (B) modify the conditions set forth in Sections 7 or 8 hereof, as the case may be, or (C) limit or otherwise affect any the remedies available hereunder to any party hereto; provided, however, that (i) a Company Notice shall modify the representation or warranty to which it relates to the party receiving extent that the aggregate amount of Damages attributable to the events or failure disclosed in such notice Company Notice does not exceed the Indemnity Basket (as defined in Section 9.1(d)), in which case the Indemnity Basket shall be reduced by the amount of such Damages resulting from the change in the representation or warranty disclosed in the Company Notice; and (ii) the Company Notice shall not be deemed to modify the representation or warranty to which it relates to the extent the aggregate amount of Damages attributable to the events or failure disclosed in such Company Notice exceeds the Indemnity Basket, in which case the Buyer may, in its sole discretion, (a) proceed with Closing, reduce the Indemnity Basket by the amount of such Damages resulting from the change in the representation or warranty disclosed in the Company Notice and waive the breach of such representation or warranty and all claims for Damages related thereto in excess of the Indemnity Basket or (b) constitute an acknowledgment or admission of a breach of not consummate the transactions in this Agreement. No disclosure by Surf Air pursuant Agreement based on the Company's and the Stockholders' failure to this meet the condition precedent in Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant7.1.

Notification of Certain Matters. (a) The Company SMI shall give prompt notice to Surf Air of: (i) Feiya of the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company SMI contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of the Company SMI to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case, such that the conditions set forth in Sections 9.2(a)(ix), or 9.2(a)(xiii) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.05 8.9 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company SMI pursuant to this Section 5.058.9, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air Feiya shall give prompt notice to the Company of: (i) SMI of the occurrence or non- non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity Feiya contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity Feiya to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder, in each case, such that the conditions set forth in Sections 9.3(a)(ii), or 9.3(a)(v) would not be satisfied; provided, however, that the delivery of any notice pursuant to this Section 5.05 8.9 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air Feiya pursuant to this Section 5.058.9, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (ai) The Company and each Stockholder shall give prompt notice to Surf Air of: NFP of (ix) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is likely would reasonably be expected to cause any representation or warranty of the Company or such Stockholder, as the case may be, contained in this Agreement to be untrue or inaccurate at the Closing Date such that any condition to the obligations of NFP to effect the Merger and the other transactions contemplated by this Agreement would fail to be satisfied; and (y) any failure of the Company or such Stockholder, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and which failure would reasonably be expected to result in any condition to the obligations of NFP to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied. (ii) NFP shall give prompt notice to the Company of (x) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would reasonably be expected to cause any representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, Closing Date such that any condition to the obligations of the Company and the Stockholders to effect the Merger and the other transactions contemplated by this Agreement would fail to be satisfied; and (iiy) any failure of the Company NFP to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that hereunder and which failure would reasonably be expected to result in any condition to the obligations of the Company and the Stockholders to effect the Merger and the other transactions contemplated by this Agreement not to be satisfied. (iii) The delivery of any notice pursuant to this Section 5.05 5.1(e) shall not (a) limit or otherwise affect any the remedies available hereunder to the any party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreementhereto. No disclosure by the Company pursuant to this Section 5.05, however, 5.1(e) shall be deemed to amend or supplement the Company Disclosure Schedule or prevent or cure any misrepresentationsmisrepresentation, breach of warranty or breach of covenantcovenant by any party hereto. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company Each Seller and Sellers’ Representative shall give prompt notice to Surf Air Buyer of: (i) the occurrence or non-occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of the Company contained made by such party in this Agreement Article III to be untrue or inaccurate at or prior to the Effective TimeClosing and (ii) any failure of such party to comply with or satisfy any covenant, condition, or agreement to be complied with or satisfied by such party hereunder prior to Closing. The Company shall give prompt notice to Buyer of: (i) the occurrence or nonoccurrence of any event, including any Post-Signing Event, the occurrence or nonoccurrence of which the Company has Knowledge and which would be likely to cause any representation or warranty contained in Article IV to be untrue or inaccurate at or prior to the Closing, and (ii) any failure of the Company to comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant hereunder prior to this Section 5.05, however, shall be deemed to amend or supplement Closing of which the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air Company has Knowledge. Buyer shall give prompt notice to the Company of: (i) the occurrence or non- occurrence nonoccurrence of any event, event the occurrence or non-occurrence nonoccurrence of which is would be likely to cause any representation or warranty of any Surf Entity contained in this Agreement Article VI to be untrue or inaccurate at or prior to the Effective TimeClosing, and (ii) any failure of any Surf Entity Buyer to comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunderBuyer hereunder prior to Closing. If Buyer or any of its Affiliates obtains Knowledge (but without any duty of inquiry) of a breach by the Company or any of the Sellers of a representation, warranty, covenant or agreement by the Company or any of the Sellers contained in this Agreement, Buyer shall promptly notify the Company and Sellers of such breach. (b) The delivery of any notice or of any supplements or amendments to the Company Disclosure Schedule related to Post-Signing Events pursuant to this Section shall not be deemed to: (i) modify the representations or warranties hereunder of the party delivering such notice, (ii) modify the conditions set forth in Article X or (iii) limit or otherwise affect the remedies available hereunder to the party receiving such notice; provided, however, that if the delivery Closing occurs the Company Disclosure Schedule as so supplemented or amended as of any notice pursuant the Closing with respect to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, Post-Signing Event shall be deemed to amend or supplement be the Surf Air Company Disclosure Schedule for purposes of determining whether or prevent or cure not any misrepresentations, breach of warranty or the representations and warranties of the Company has occurred; provided, further, that, with respect to a Post-Signing Event that would result in a breach of covenantSections 4.10 or 4.11, Sellers shall have the option to cure such breach or to indemnify Buyer for such breach.

Notification of Certain Matters. (a) The Company Seller shall give prompt notice to Surf Air of: Buyer of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company Seller contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective TimeClosing, and (ii) any failure of the Company Seller to comply with or satisfy in any material covenant, condition respect any covenant or agreement required to be complied with or satisfied by it hereunder, in either case such that the conditions set forth in Section 8.2(a) might -------------- reasonably not be satisfied by the End Date; provided, however, that the delivery of any notice pursuant to this Section 5.05 7.9(a) shall not (a) limit or -------------- otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company Seller pursuant to this Section 5.057.9(a), however, shall be deemed -------------- to amend or supplement the Seller Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantcovenant by Seller hereunder. (b) Surf Air Parent or Buyer shall give prompt notice to the Company of: Seller of (i) the occurrence or non- non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity Parent or Buyer contained in this Agreement to be untrue or inaccurate in any material respect at or prior to the Effective TimeClosing, and (ii) any failure of any Surf Entity Parent or Buyer to comply with or satisfy in any material respect any covenant, condition or agreement required to be complied with or satisfied by it hereunder, in either case such that the conditions set forth in Section 8.3(a) might reasonably not be satisfied by the -------------- End Date; provided, however, that the delivery of any notice pursuant to this Section 5.05 7.9(b) shall not (a) limit or otherwise affect any remedies available to the party receiving such notice -------------- Seller, or (b) constitute an acknowledgment or admission by Parent or Buyer of a breach of this Agreement. No disclosure by Surf Air Parent or Buyer pursuant to this Section 5.057.9(b), however, shall be deemed to amend or supplement the Surf Air Buyer -------------- Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantcovenant by Parent or Buyer hereunder.

Notification of Certain Matters. (a) The Company Seller shall give prompt written notice to Surf Air of: Buyer of (i) the occurrence or non-occurrence nonoccurrence of any event, the occurrence event or non-occurrence of circumstance which is would be reasonably likely to cause any representation or warranty of the Company contained in this Agreement Article 3 to be untrue or inaccurate at or prior to on the Effective Time, Closing Date and (ii) any failure of the Company Seller to comply with or satisfy in any material covenant, condition respect with any covenant or agreement to be complied with at or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant prior to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantClosing. (b) Surf Air Buyer shall give prompt written notice to the Company of: Seller of (i) the occurrence or non- occurrence nonoccurrence of any event, the occurrence event or non-occurrence of circumstance which is would be reasonably likely to cause any representation or warranty of any Surf Entity contained in this Agreement Article 4 to be untrue or inaccurate at or prior to on the Effective Time, Closing Date and (ii) any failure of any Surf Entity Buyer to comply with or satisfy in any material covenant, condition respect with any covenant or agreement to be complied with at or satisfied by it hereunder; providedprior to Closing. (c) Buyer shall give prompt written notice to Seller if the Buyer obtains Knowledge after the date of this Agreement of (i) the occurrence or nonoccurrence of any event or circumstance which would cause any representation or warranty contained in Article 3 to be untrue or inaccurate on the Closing Date or (ii) any failure of Seller to comply in any material respect with any covenant or agreement to be complied with at or prior to Closing, howeverthe effect of which in each case under the preceding clauses (i) and (ii) would cause a condition to Closing in Article 6 to not be satisfied. The Buyer shall not have any obligation to provide notice under this Section 5.7(c) unless the occurrence, nonoccurrence or failure in question (y) clearly and demonstrably, without the requirement of any independent investigation, constitutes a breach of an express term of this Agreement and (z) relates to or arises out of an act, event or circumstance that occurs after the date of this Agreement. In no event shall Buyer's obligation under this Section 5.7(c) include any obligation to provide notice under this Section 5.7(c) related to the contents of the Schedules to this Agreement. (d) The delivery of any notice pursuant to in accordance with this Section 5.05 5.7 shall not be deemed to (ai) modify the representations or warranties hereunder of either party, (ii) modify any condition to closing set forth in Article 6 or (iii) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenanteither party.

Notification of Certain Matters. (a) The Company Seller shall give prompt notice to Surf Air of: promptly notify Buyer ------------------------------- of (i) the occurrence or non-occurrence of any fact, event, circumstances or action the occurrence existence or non-occurrence of which is likely to would cause any representation of Seller's representations or warranty of warranties under this Agreement, or the Company contained disclosures in this Agreement any schedules or exhibits attached hereto, not to be untrue or inaccurate at or prior to the Effective Time, true in any material respect and (ii) any failure of the Company on its part to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of under this Agreement. No disclosure by Seller shall promptly notify buyer in writing of the Company pursuant assertion, commencement or threat of any claim, litigation, proceeding or investigation in which Seller is a party or in which the Assets or Business may be affected and which could reasonably be expected to this Section 5.05be material or which relates to the transactions contemplated hereby. Prior to the Closing, howeverthe Seller may modify, supplement or amend the Schedules. The parties agree that Buyer shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure have waived, and Seller shall have no obligation to indemnify Buyer with respect to, any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence by Seller of any event, the occurrence or non-occurrence warranties and representations of which is likely to cause any representation or warranty of any Surf Entity contained in Seller under this Agreement to be untrue disclosed in any modification, supplement or inaccurate at or prior to amendment in the Effective TimeSchedules made pursuant hereto, except for such breaches of representations and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that warranties which are the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission result of a breach or default by Seller with respect to any covenant of Seller made in Section 4 of this Agreement, unless the Buyer shall notify Seller within three (3) days of receipt thereof or at Closing, whichever is earlier, of Buyer's election to terminate this Agreement, in which case Buyer shall be permitted to terminate this Agreement as provided in Section 8.3 without either party having any liability to the other party for indemnification or otherwise. No disclosure by Surf Air pursuant to this Section 5.05If Buyer does not so notify Seller, however, the Schedules shall be deemed to amend modified by the information disclosed in any such supplement or supplement amendment and the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantsame shall be incorporated in the Schedules by reference.

Notification of Certain Matters. (a) The Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, the Company and the Seller shall give prompt notice to Surf Air the Acquiror of: (ia) the occurrence any fact, condition, information or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause discovery that any representation or warranty of the Company contained in this Agreement to be or the Seller made on the date hereof was untrue or inaccurate at or prior to the Effective Time, in any respect; and (iib) any failure of the Company or the Seller to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it such Person hereunder; provided, however, that the . The delivery of any notice pursuant to this Section 5.05 5.5(a) shall not be deemed to: (ai) modify the representations or warranties made on the date hereof by the Seller or the Company; (ii) modify the conditions set forth in Article VI; or (iii) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantAcquiror. (b) Surf Air Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, the Company and the Seller shall give prompt notice to the Acquiror of the occurrence or nonoccurrence of any event which would cause any representation or warranty of the Company or the Seller made on the date hereof to be untrue or inaccurate in any respect at the Closing when such representations and warranties are required to be made again. The Seller shall prepare updated Disclosure Schedules for delivery to the Acquiror on or before the Closing Date. If the events disclosed on the updated Disclosure Schedules occurred after the date hereof, such additional items shall not constitute or be deemed to constitute a breach of the representations and warranties made by the Seller on the date hereof. (c) Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, the Acquiror shall give prompt notice to the Company and the Seller of: (ia) the occurrence any fact, condition, information or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause discovery that any representation or warranty of any Surf Entity contained in this Agreement to be the Acquiror made on the date hereof was untrue or inaccurate at or prior to the Effective Time, in any respect; and (iib) any failure of any Surf Entity the Acquiror to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it such Person hereunder; provided, however, that the . The delivery of any notice pursuant to this Section 5.05 5.5(c) shall not be deemed to: (ai) modify the representations or warranties made on the date hereof by the Acquiror; (ii) modify the conditions set forth in Article VI; or (iii) limit or otherwise affect any the remedies available hereunder to the party receiving Acquiror. (d) Between the date of this Agreement and the Closing Date or the earlier termination of this Agreement, the Acquiror shall give prompt notice to the Company and the Seller of the occurrence or nonoccurrence of any event which would cause any representation or warranty of the Acquiror made on the date hereof to be untrue or inaccurate in any respect at the Closing when such notice representations and warranties are required to be made again. The Acquiror shall prepare updated Disclosure Schedules for delivery to the Seller on or (b) before the Closing Date. If the events disclosed on the updated Disclosure Schedules occurred after the date hereof, such additional items shall not constitute an acknowledgment or admission of be deemed to constitute a breach of this Agreement. No disclosure the representations and warranties made by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantAcquiror on the date hereof.

Notification of Certain Matters. (a) The Company Seller shall give prompt notice to Surf Air of: Purchaser Guarantor if any of the following occurs during the Pre-Closing Period; provided, that the delivery of any notice by Seller pursuant to this Section ‎6.5 shall not modify any representation or warranty of Seller, cure any breaches thereof or limit or otherwise affect the rights or remedies available hereunder to Purchaser Guarantor and the failure of Purchaser Guarantor to take any action with respect to such notice shall not be deemed a waiver of any breach or breaches to the representations or warranties of Seller, and provided, further, that an unintentional failure to give any such notice shall not constitute a breach of this Agreement other than to the extent it materially prejudices Purchaser Guarantor: (i) receipt of any notice of, or other communication relating to, a default, or event which with notice or lapse of time or both would become a default, under any Acquired Contracts; (ii) receipt of any notice or other communication in writing from any Person alleging that the consent of such Person is or may be required in connection with the Transactions; (iii) receipt of any notice or other communication from any Governmental Authority in connection with the Transactions; (iv) receipt of any notice or other communication from any landlord under the Rehovot Facility Leases or any other Person relating to Seller’s or its Affiliate’s alleged breach, noncompliance or default in any respect with the terms of the Rehovot Facility Leases, (v) the occurrence or non-occurrence of any fact or event, to the occurrence or non-occurrence Knowledge of Seller, which is likely could reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of the Company to comply with or satisfy any material covenant, condition or agreement hereunder not to be complied with or satisfied by it hereunder; provided, however, such that the delivery of any notice pursuant to this Section 5.05 shall ‎4.2(a)(ii) would not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.satisfied;

Notification of Certain Matters. (a) The Company From time to time prior to the Closing, Seller shall give prompt have the right, upon written notice to Surf Air of: Buyer, to supplement, amend or create any Schedule associated with Section 3 of this Agreement (iany such supplemental, amended or new Schedule, an “Updated Schedule”) with respect to the occurrence or non-occurrence of any eventevent or the existence of any fact or condition arising after the date hereof that would cause or constitute a breach of any of its representations or warranties. Except solely to the extent set forth in Section 5.5(b), for purposes of determining the accuracy of the representations and warranties of Seller contained in Section 3 for purposes of determining satisfaction of the conditions set forth in Section 7.1 or Seller’s indemnity obligations under Section 9, except as agreed in writing by Buyer, the Schedules delivered by Seller shall be deemed to include only that information contained therein on the date of this Agreement and shall be deemed to exclude any new information contained in any Updated Schedule. (b) In the event Seller delivers to Buyer any Updated Schedule that reflects any occurrence or non-occurrence or the existence of which is likely any fact or condition that would, individually or in the aggregate, allow Buyer to cause any representation or warranty of the Company contained in terminate this Agreement pursuant to be untrue Section 10.1(a)(iii) and Seller informs Buyer in writing at the time of delivery of such Updated Schedule that it has determined such occurrence, non-occurrence, fact or inaccurate at or prior to the Effective Timecondition triggers Buyer’s termination right, and Buyer does not exercise its right to terminate this Agreement on the basis of such occurrence, non-occurrence, fact or condition within ten (ii10) any failure days of the Company Buyer’s receipt thereof, Buyer will be deemed to comply with or satisfy any material covenant, condition or agreement have waived its right to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice terminate this Agreement pursuant to this Section 5.05 shall not (a10.1(a)(iii) limit with regard to such occurrence, non-occurrence, fact or otherwise affect any remedies available condition and to the party receiving have accepted such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05Updated Schedule, however, and such Updated Schedule shall be deemed to amend have amended Seller’s Schedules with respect to all the representations and warranties referenced in such Updated Schedule and to have cured any misrepresentation or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach that otherwise might have existed hereunder by reason of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any eventsuch occurrence, the occurrence or non-occurrence occurrence, fact or condition, including for the avoidance of which is likely to cause any representation or warranty doubt, for purposes of any Surf Entity contained determining satisfaction of the conditions set forth in this Agreement to be untrue or inaccurate at or prior to the Effective Time, Section 7.1 and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Seller’s indemnity obligations under Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant9.

Notification of Certain Matters. (a) The Company During the Pre-Closing Period, the Bank shall give prompt written notice to Surf Air Wilton, and Wilton shall give prompt written notice to the Bank, of: (i) the occurrence, or failure to occur, of any factor or event, which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which failure to occur is reasonably likely to cause (A) any representation or warranty of the Company such party contained in this Agreement to be untrue or inaccurate in any material respect, in each case at or prior to any time from and after the date of this Agreement until the Effective Time, and or (B) any covenant, condition or agreement of such party not to be satisfied in any material respect; (ii) any material failure of the Company Bank or Wilton, as the case may be, or of any officer, director, employee or agent thereof, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; providedunder this Agreement or (iii) the occurrence of any change, howevercondition or event that has had or is reasonably likely to have a Wilton Material Adverse Effect or a Bank Material Adverse Effect, that as applicable. Notwithstanding the above, the delivery of any notice pursuant to this Section 5.05 shall not effect (ax) the representations and warranties of the Bank or Wilton, as the case may be, or the right of the party receiving such notice to rely on such representations and warranties (as unmodified by such notice), and (y) will not limit or otherwise affect any the remedies available hereunder to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant conditions to this Section 5.05, however, shall be deemed such party’s obligation to amend or supplement consummate the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantMerger. (b) Surf Air Wilton shall give prompt notice supplement the information set forth on the Wilton Disclosure Schedule, as applicable, with respect to any matter now existing or hereafter arising that, if existing or occurring at or prior to the Company of: (i) date of this Agreement, would have been required to be set forth or described in the occurrence Wilton Disclosure Schedule or non- occurrence of that is necessary to correct any event, information in the occurrence or non-occurrence of which is likely to cause Wilton Disclosure Schedule or in any representation or warranty of any Surf Entity contained in this Agreement to be untrue BNC, the Bank, or Wilton, as applicable which has been rendered inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreementthereby promptly following discovery thereof. No disclosure by Surf Air pursuant to this Section 5.05, however, such supplement shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of any representation or warranty made in this Agreement, have any effect for purposes of determining the satisfaction of the conditions set forth in Article VII, or breach have any effect for the purpose of covenantdetermining the compliance by either party with any covenant set forth herein.

Notification of Certain Matters. (a) The Company From time to time prior to the Closing, Seller shall promptly supplement or amend the Disclosure Schedule with respect to any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule (a “Post-Signing Matter”). No supplement or amendment of the Disclosure Schedule made after the delivery of the Disclosure Schedule shall be deemed to cure any breach of any representation or warranty made in this Agreement or have any effect for the purpose of determining satisfaction of the conditions set forth in Article VIII hereof or the compliance by Seller with any covenant set forth herein or the indemnification provided for in Article X hereof; provided, however, that if Purchaser elects to close the Transactions after receiving notice of a Post-Signing Matter, Purchaser shall not be entitled to indemnification as provided for by Article X in respect of breach of representations and warranties relating to such Post-Signing Matter. (b) Seller shall give prompt notice to Surf Air of: Purchaser, and Purchaser shall give notice to Seller, promptly after becoming aware of (i) the occurrence or non-occurrence of any event, the event whose occurrence or non-occurrence of which is would be likely to cause either (A) any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective Time, Closing Date or (B) any condition set forth in Article VIII to be unsatisfied in any material respect at the Closing Date and (ii) any material failure of the Company Seller or Purchaser, respectively, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that (x) the delivery of any notice pursuant to this Section 5.05 section shall not (a) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or and (by) constitute an acknowledgment or admission the failure to give such notice shall not be required from and after the time the party to whom such notice is to be given has actual knowledge of a breach of this Agreement. No disclosure by the Company pursuant information required to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantincluded in such notice. (bc) Surf Air Seller shall give prompt notice deliver to the Company of: Purchaser copies of (i) the occurrence or non- occurrence of any eventall audit reports, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity contained in this Agreement to be untrue or inaccurate at or prior relating to the Effective TimeUnited States federal, state, local or foreign Taxes due from or with respect to Seller or any Seller Subsidiary and (ii) any failure closing agreements entered into by Seller or any Seller Subsidiary with any taxing authority, which come into the possession of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that Seller after the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantdate hereof.

Notification of Certain Matters. (a) The Company During the period from the date of this Agreement until the earlier of the Closing Date or termination of this Agreement pursuant to Article IX, each Party hereto shall give prompt notice to Surf Air of: (i) promptly notify the occurrence or non-occurrence other Party in writing if such Party becomes aware of any eventbreach of or inaccuracy in any representation, the occurrence warranty or non-occurrence of which covenant that will or is reasonably likely to cause result in any representation or warranty of the Company contained conditions set forth in Article VIII (Conditions to Obligations to Close) of this Agreement becoming incapable of being satisfied. Subject to be untrue or inaccurate at or prior to the Effective TimeSection 5.13(b) below, and (ii) any failure of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such no notice or (b) constitute an acknowledgment or admission of a breach of disclosure delivered pursuant this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, subsection shall be deemed to (x) modify, amend or supplement any representation, warranty or covenant set forth herein, or in any certificate or the Company Disclosure Schedule Schedule, (y) be deemed to limit or impact the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement in accordance with the terms and conditions hereof or (z) prevent or cure any misrepresentations, breach of warranty failure to be true or breach or in any way affect or limit any rights or remedies of covenantany Party under this Agreement. (b) Surf Air The Company shall give prompt notice have the right from time to time prior to the Closing to supplement or amend the Company of: (i) Disclosure Schedule for information purposes only in respect of the occurrence representations and warranties set forth in Article III of this Agreement with respect to any matter arising or non- occurrence discovered after the date of this Agreement. Any such supplemental or amended disclosure shall not be deemed to have cured any event, the occurrence or non-occurrence breach of which is likely to cause any representation or warranty of any Surf Entity contained made in this Agreement for purposes of the indemnification provided for in Sections 10.2(a)(i)(B) or (C) (Indemnification) hereof or for purposes of determining whether or not the conditions set forth in Article VIII (Conditions to be untrue Obligations to Close) have been satisfied. Nothing in this Agreement, including this Section 5.13, shall imply that the Company is making any representation or inaccurate at or prior to the Effective Time, and (ii) any failure warranty as of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that date other than the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach date of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement Agreement and the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantClosing Date.

Notification of Certain Matters. (a) The Company Dataradio and the Shareholders shall give prompt notice to Surf Air of: CalAmp and Acquisition Sub of (i) the i)the occurrence, or failure to occur, of any event which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of Dataradio of the Company Shareholders contained in this Agreement or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any ii)any material failure of Dataradio or any of its Subsidiaries, or any of the Company Shareholders, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any Ancillary Agreement, exhibit or schedule; provided, however, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach agreement or to satisfy any condition. Dataradio and the Shareholders shall promptly notify CalAmp and Acquisition Sub of covenantthe threat or commencement of any Action, or any development that occurs before the Closing that could in any way result in a Material Adverse Effect. (b) Surf Air CalAmp and Acquisition Sub shall give prompt notice to the Company of: Dataradio of (i) the i)the occurrence, or failure to occur, of any event which occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of any Surf Entity CalAmp or Acquisition Sub contained in this Agreement or in any Ancillary Agreement, exhibit or schedule to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any ii)any material failure of any Surf Entity CalAmp or Acquisition Sub to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any Ancillary Agreement, exhibit or schedule; provided, however, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach of covenantagreement or to satisfy any condition.

Notification of Certain Matters. (a) The Company Until the Closing occurs, Seller and the Partners shall give prompt written notice to Surf Air of: Buyer, and Buyer shall give prompt written notice to Seller and the Partners, of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to would cause any representation of such Party’s representations or warranty of the Company contained warranties in this Agreement to be untrue or inaccurate at or prior to the Effective Timein any material respect (a “Rep Event”), and (ii) any failure of the Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of or them or any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of other Party under this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall The Party or Parties (whether one or more) whose representations or warranties would then be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be rendered untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity who would then fail to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; providedor them are referred to as the “Affected Party.” All other Parties, howeverwhether one or more, that are referred to as the delivery “Non-Affected Party”. In no event does the foregoing require (i) Buyer to provide notice to Seller and the Partners of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available a Rep Event with respect to the party receiving such representations or warranties of Seller and the Partners, or (ii) Seller and the Partners to provide notice to Buyer with respect to the representations or warranties of Buyer. (b) constitute an acknowledgment or admission In the event of a Rep Event, the Affected Party shall have ten (10) days within which to notify the Non-Affected Party that the Affected Party has cured or is proceeding to cure the Rep Event or that the Affected Party does not intend to cure such Rep Event. If the Affected Party notifies the Non-Affected Party that it is proceeding to cure such Rep Event, then the Non-Affected Party shall not be entitled to terminate this Agreement for ten (10) days following receipt of such notice. If the Affected Party notifies the Non-Affected Party that it does not intend to cure such breach or that despite its diligent efforts the Affected Party has been unable to effect a cure and is ceasing to pursue a cure, then the Non-Affected Party shall be permitted to terminate this Agreement within ten (10) days after receipt of such notice and, if the Non-Affected Party so terminates this Agreement, no Party shall have any liability to any other Party hereunder, including, without limitation, under Section 12.2. No disclosure by Surf Air If the Non-Affected Party does not terminate this Agreement within such ten (10) day period, the Schedules hereto shall be amended as necessary to reflect the facts underlying such Rep Event and the Non-Affected Party shall have no rights against the Affected Party hereunder in respect of such Rep Event, whether pursuant to this Section 5.05Article 11 or otherwise, however, shall be deemed nor any right not to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantproceed with Closing based on such Rep Event.

Notification of Certain Matters. From the date hereof until the Closing Date, Parent shall promptly notify the Company if to the actual knowledge of Parent’s executive officers: (a) The Company shall give prompt notice to Surf Air There exists any inaccuracy in, or any breach of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Parent set forth in Article 3 of this Agreement, or any breach in any material respect of any covenant or obligation of Parent set forth in this Agreement, in either case that would cause or result in a failure of the condition to Closing set forth in Section 7.2(a) hereof to be satisfied; (b) Any written or express notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated hereby; (c) Any written or express notice or other communication received from any Government in connection with the transactions contemplated hereby; and (d) Any action, suit, or proceeding commenced against Parent or its Subsidiaries that, if pending on the date hereof, would have been required to have been disclosed pursuant to this Agreement. Parent hereby acknowledges that the Company contained in does not and shall not (and the Securityholders do not and will not) waive any right it or they may have hereunder (or under applicable law) as a result of such notifications and any notification given pursuant to this Agreement to be untrue or inaccurate at or prior Section 5.1 (including any supplement to the Effective TimeSchedules to this Agreement), and that such notifications shall (i) not have any effect for purposes of determining satisfaction of the conditions set forth in Section 7.2 of this Agreement, and (ii) not in any failure way limit the Company’s exercise of its rights hereunder (including its rights to indemnification hereunder) or under applicable Law (or the Company Securityholders’ exercise of their rights hereunder (including their rights to comply with indemnification hereunder) or satisfy any material covenantunder applicable Law. In addition, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving no such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, notification shall be deemed to amend or supplement the Disclosure Schedule or prevent avoid or cure any misrepresentations, misrepresentation or breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence constitute an amendment of any eventrepresentation, the occurrence warranty or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained statement in this Agreement (including for purposes of determining the fulfillment of the condition precedent in Section 7.2(a)) or negate any right to be untrue indemnification hereunder or inaccurate at other rights under applicable law (it being understood that the Shareholder Indemnified Persons are being indemnified under Section 8.2 as if none of the disclosures or prior exceptions to the Effective Time, representations and (ii) any failure warranties of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that Parent made herein on the delivery date hereof have changed on and as of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantClosing Date).

Notification of Certain Matters. (a) The Company shall give prompt notice to Surf Air of: Parent of (i) the occurrence, or failure to occur, of any event before the Closing which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause failure causes any representation or warranty of the Company contained in this Agreement Agreement, the Employment Agreements or any exhibit or schedule to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any material failure of the Company or any of its Affiliates to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, the Employment Agreements or any exhibit or schedule; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach agreement or to satisfy any condition. The Company shall promptly notify Parent of covenantany event or state of facts before the Closing that constitutes a Material Adverse Effect. (b) Surf Air Parent shall give prompt notice to the Company of: of (i) the occurrence, or failure to occur, of any event before the Closing which occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause failure causes any representation or warranty of any Surf Entity Parent or Merger Sub contained in this Agreement Agreement, the Employment Agreements or any exhibit or schedule to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any material failure of Parent or Merger Sub or any Surf Entity of their respective Affiliates or Representatives, as applicable, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement, the Employment Agreements or any exhibit or schedule; providedPROVIDED, howeverHOWEVER, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach agreement or to satisfy any condition. To the extent permitted by applicable securities laws, Parent shall promptly notify the Company of covenantany event or state of facts before the Closing that constitutes a Material Adverse Effect.

Notification of Certain Matters. (a) The Company From time to time prior to the Closing, Seller shall promptly supplement or amend the Disclosure Schedule with respect to any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule (a "Post-Signing Matter"). No supplement or amendment of the Disclosure Schedule made after the delivery of the Disclosure Schedule shall be deemed to cure any breach of any representation or warranty made in this Agreement or have any effect for the purpose of determining satisfaction of the conditions set forth in Article VIII hereof or the compliance by Seller with any covenant set forth herein or the indemnification provided for in Article X hereof; provided, however, that if Purchaser elects to close the Transactions after receiving notice of a Post-Signing Matter, Purchaser shall not be entitled to indemnification as provided for by Article X in respect of breach of representations and warranties relating to such Post-Signing Matter. (b) Seller shall give prompt notice to Surf Air of: Purchaser, and Purchaser shall give notice to Seller, promptly after becoming aware of (i) the occurrence or non-occurrence of any event, the event whose occurrence or non-occurrence of which is would be likely to cause either (A) any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective Time, Closing Date or (B) any condition set forth in ARTICLE VIII to be unsatisfied in any material respect at the Closing Date and (ii) any material failure of the Company Seller or Purchaser, respectively, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that (x) the delivery of any notice pursuant to this Section 5.05 section shall not (a) limit or otherwise affect any the remedies available hereunder to the party receiving such notice or and (by) constitute an acknowledgment or admission the failure to give such notice shall not be required from and after the time the party to whom such notice is to be given has actual knowledge of a breach of this Agreement. No disclosure by the Company pursuant information required to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantincluded in such notice. (bc) Surf Air Seller shall give prompt notice deliver to the Company of: Purchaser copies of (i) the occurrence or non- occurrence of any eventall audit reports, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf letter rulings, technical advice memoranda and similar documents issued by a Governmental Entity contained in this Agreement to be untrue or inaccurate at or prior relating to the Effective TimeUnited States federal, state, local or foreign Taxes due from or with respect to Seller or any Seller Subsidiary and (ii) any failure closing agreements entered into by Seller or any Seller Subsidiary with any taxing authority, which come into the possession of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that Seller after the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantdate hereof.

Notification of Certain Matters. (a) The Company From the date hereof through the ------------------------------- Closing, Buyer or Parent shall give prompt notice to Surf Air of: Sellers and the Company of (ia) the occurrence, or failure to occur, of any event which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of the Company Buyer or Parent contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (iib) any failure of the Company Buyer or Parent to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any exhibit or schedule hereto; provided, however, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach of covenant. agreement or to satisfy any condition. From the date hereof through the Closing, Sellers (bexcept for the Excluded Stockholders, other than with respect to their respective representations, warranties and covenants) Surf Air and the Company shall give prompt notice to the Company of: Buyer or Parent of (ia) the occurrence, or failure to occur, of any event which occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of any Surf Entity the Sellers or Company contained in this Agreement or in any exhibit or schedule hereto to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (iib) any failure of any Surf Entity Sellers or Company to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement or any exhibit or schedule hereto; provided, however, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach of covenantagreement or to satisfy any condition.

Notification of Certain Matters. (aA) From time to time after the date hereof and until the Closing Date, Seller shall inform Purchaser in writing of all information, events, actions or omissions which have developed since the date of execution of this Agreement and (i) if this Agreement were signed on the Closing Date, would be required to be disclosed pursuant to this Agreement in order to make Seller’s and the Company’s representations and warranties contained herein true and not misleading, or (ii) causes or constitutes a breach of any such representation or warranty contained in Article 3, or would constitute a breach of any representation or warranty if again made at the time the fact or condition arises. The delivery of any such notice by Seller shall not absolve Seller or the Company from liability for breach of any representation or warranty which was untrue when made. With respect to any notice of a development after the date hereof, upon the delivery of an updated version of the Disclosure Schedule, Purchaser shall have the election to terminate this Agreement; provided if Purchaser elects not to terminate this Agreement, the Disclosure Schedule shall be deemed to have been amended and the representations and warranties contained in this Agreement shall be deemed to have been qualified by such disclosure. From the date hereof through the Closing, Seller shall give prompt notice to Surf Air of: Purchaser of any material failure of Seller or the Company to comply with or satisfy any of their respective covenants, conditions or agreements to be complied with or satisfied by it under this Agreement; provided, however, that such disclosure shall not be deemed to cure any breach of a covenant or agreement, or to satisfy any condition. (B) From the date hereof through the Closing, Purchaser shall give prompt notice to Seller and the Company of (i) the occurrence, or failure to occur, of any event which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation Purchaser’s representations or warranty of the Company warranties contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, in any material respect and (ii) any material failure of the Company Purchaser to comply with or satisfy any material covenantof its covenants, condition conditions or agreement agreements to be complied with or satisfied by it hereunderunder this Agreement; provided, however, that the delivery of any notice pursuant to this Section 5.05 such disclosure shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty a representation, warranty, covenant or breach of covenantagreement, or to satisfy any condition. (bC) Surf Air The Company shall give prompt notice to provide Purchaser with an unaudited balance sheet and the Company of: related statements of income, cash flows and changes in shareholders’ equity of the Business, prepared consistent with the Financial Statements, for each month from the date hereof through the Closing Date, within twenty (i20) calendar days after the occurrence or non- occurrence end of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving each such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantmonth.

Notification of Certain Matters. (a) The Company Each FDI Entity and Seller shall give prompt notice to Surf Air of: Purchaser, and Purchaser shall give prompt notice to each FDI Entity and Seller of (i) the discovery of a fact or facts of which it has actual knowledge which cause it to conclude that any of the representations, warranties or statements made by another party hereto or in an any exhibit, schedule or other document delivered pursuant to this Agreement, may be false or misleading or omit to state facts necessary in order to make such representations, warranties or statements not false or misleading; (ii) the occurrence, or failure to occur, of any event which occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is failure would be likely to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate at or prior any time from the Execution Date to the Effective Time, Closing Date; and (iiiii) any failure of Purchaser, any FDI Entity or Seller, as the Company case may be, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 6.2 shall not (a) cure such breach or non-compliance, limit or otherwise affect any the remedies available to the party receiving such notice hereunder, or (b) constitute an acknowledgment or admission amendment of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05any representation, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air shall give prompt notice to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained statement in this Agreement to be untrue or inaccurate at or prior the breaching party’s disclosure schedules. During the period from the Execution Date to the Effective TimeFDIR Closing Date, each FDI Entity and Seller will promptly notify Purchaser of any material change in, or outside of, the normal course of business or operations of such FDI Entity and of any governmental or regulatory authority complaints, investigative hearings, or the institution, threat (to the knowledge of such FDI Entity or Seller of such threat) or settlement of litigation, and (ii) any failure shall keep Purchaser fully informed in reasonable detail of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreementevents. No disclosure by Surf Air pursuant to this Section 5.05, however, FDI Entity shall be deemed to amend or supplement enter into any settlements in connection with any such litigation without the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach prior written consent of warranty or breach of covenantPurchaser.

Notification of Certain Matters. (a) Each of the Company and Acquiror shall promptly notify the other of (i) any written notice or other communication received by such Party (or any of its controlled Affiliates or, to such Party’s knowledge, any of its other Affiliates or Representatives) from any person alleging that the consent of such person is or may be required in connection with the Merger, if the failure to obtain such consent would reasonably be expected to materially affect, impede or impair the consummation of the Merger and (ii) any Legal Proceedings commenced or, to such Party’s knowledge, threatened against, the Company or Acquiror or any of their respective Affiliates, that seek to materially impede or delay the consummation of the Merger, or that make allegations that, if true, would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or an Acquiror Material Adverse Effect. (b) The Company shall give prompt notice to Surf Air of: promptly notify Acquiror of (i) the occurrence or non-occurrence any inaccuracy of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company contained herein in this Agreement to be untrue or inaccurate any material respect at or prior to any time during the Effective Time, term hereof and (ii) any failure of the Company (or its Subsidiaries) to comply with or satisfy in any material covenant, condition respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, howeverin each case, if and only to the extent that such inaccuracy, or such failure, would reasonably be expected to cause either of the conditions to the obligations of Acquiror and Merger Sub to consummate the transactions contemplated hereby set forth in Section 7.2(a) or Section 7.2(b) to fail to be satisfied. For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.05 6.17(a) shall not affect or be deemed to modify any representation or warranty (aor cure any inaccuracy thereof) limit of the Company set forth in this Agreement or otherwise affect any the conditions to the obligations of Acquiror and Merger Sub to consummate the transactions contemplated by this Agreement or the remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantParties hereunder. (bc) Surf Air Acquiror shall give prompt notice to promptly notify the Company of: of (i) the occurrence or non- occurrence any inaccuracy of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of Acquiror or Merger Sub contained herein in any Surf Entity contained in this Agreement to be untrue or inaccurate material respect at or prior to any time during the Effective Time, term hereof and (ii) any failure of any Surf Entity Acquiror or Merger Sub to comply with or satisfy in any material covenant, condition respect any covenant or agreement to be complied with or satisfied by it hereunder; provided, howeverin each case, if and only to the extent that such inaccuracy, or such failure, would reasonably be expected to cause either of the conditions to the obligations of Acquiror and Merger Sub to consummate the transactions contemplated hereby set forth in Section 7.3(a) or Section 7.3(b) to fail to be satisfied. For the avoidance of doubt, the delivery of any notice pursuant to this Section 5.05 6.17(c) shall not affect or be deemed to modify any representation or warranty (aor cure any inaccuracy thereof) limit of Acquiror or otherwise affect any Merger Sub set forth in this Agreement or the conditions to the obligations of the Company to consummate the transactions contemplated by this Agreement or the remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantParties hereunder.

Notification of Certain Matters. (a) The Company From time to time prior to the Closing, Issuer shall promptly supplement or amend the Disclosure Schedule with respect to any matter arising after the delivery thereof pursuant hereto that, if existing at, or occurring on, the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule. No supplement to or amendment of the Disclosure Schedule made after the execution hereof by Subscriber pursuant to this Section 5.5(a) or otherwise shall be deemed to cure any breach of any representation of or warranty made pursuant to this Agreement. As set forth in Section 3, no later than three (3) weeks following the date hereof, Issuer shall deliver to Subscriber an English translation of any portion of the Disclosure Schedule that is in the Japanese language. Issuer shall provide, no later than two (2) weeks prior to the Closing Date an updated Disclosure Schedule (the “Pre-Closing Disclosure Schedule Update”). Such Pre-Closing Disclosure Schedule update shall be deemed to cure any breach of any representation of or warranty made pursuant to this Agreement. Notwithstanding any other provision of this Agreement, if the Pre-Closing Disclosure Schedule includes matter(s) that could, individually or in the aggregate, materially and adversely affect Issuer and its Subsidiaries, as a whole, or the benefits to be obtained by Subscriber under this Agreement or any of the Other Transaction Documents (any of the foregoing, a “Material Pre-Closing Update”), Subscriber may elect at its sole option to immediately terminate this Agreement by notice to Subscriber and not proceed to the Closing. (b) Subscriber and Issuer each shall give prompt notice to Surf Air of: the other Party promptly after becoming aware of (i) the occurrence or non-occurrence of any event, the event whose occurrence or non-occurrence of which is would be likely to cause either (A) any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective Time, Closing Date or (B) any condition set forth in Section 6 to be unsatisfied in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of the Company Subscriber or Issuer or any officer, director, employee or agent thereof, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that (x) the delivery of any notice pursuant to this Section 5.05 5.5(b) shall not (a) limit or otherwise affect any the remedies available hereunder to the party Party receiving such notice or and (by) constitute an acknowledgment or admission such notice shall not be required from and after the time the Party to whom such notice is to be given has actual knowledge of a breach the information required to be included in such notice. The omission of this Agreement. No disclosure by Subscriber to so notify Issuer of any of the Company pursuant foregoing shall not relieve Issuer from any liability that it may have to this Section 5.05Subscriber unless, howeverand only to the extent that, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantsuch omission results in Issuer being materially prejudiced thereby. (bc) Surf Air Issuer shall give prompt notice deliver to the Company of: Subscriber copies of (i) the occurrence or non- occurrence of any eventall audit reports, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or prior letter rulings, technical advice memoranda and similar documents issued by a Governmental Authority relating to the Effective Time, Taxes due from or with respect to Issuer or any of its Subsidiaries and (ii) any failure agreements entered into by Issuer or any of its Subsidiaries with any Surf Entity to comply with or satisfy any material covenanttaxing authority, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that which come into the delivery possession of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to Issuer after the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantdate hereof.

Notification of Certain Matters. (a) The Company Each party shall give prompt notice to Surf Air of: the other party of (i) the occurrence occurrence, or non-occurrence failure to occur, of any event, event or the occurrence existence of any condition that has caused or non-occurrence of which is likely could reasonably be expected to cause any representation of its representations or warranty of the Company warranties contained in this Agreement to be untrue or inaccurate in any material respect at or prior any time after the date of this Agreement, up to and including the Closing Date (except to the Effective Time, extent such representations and warranties are given as of a particular date or period and relate solely to such particular date or period); and (ii) any failure of the Company on its part to comply with or satisfy satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by it hereunderunder this Agreement. (b) Except with respect to Section 5.11 of the Disclosure Schedule, the Seller and/or Seller No. 2 shall, prior to the Closing, with the prior written consent of Buyer, which shall not be unreasonably withheld, supplement any Section of the Disclosure Schedule (collectively, the "Supplemental Schedules") to reflect any change or event that occurs in the Ordinary Course of Business after the date of this Agreement or otherwise to amend any such representation or Schedule to correct any inadvertent statement or omission; provided, however, that the delivery impact of all matters disclosed in any notice pursuant to this Section 5.05 such ------------------ supplementation, amendment or correction shall not, individually or in the aggregate, have a Material Adverse Effect. Upon written consent of the Buyer, which shall not (a) limit or otherwise affect any remedies available to the party receiving be unreasonably withheld, such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, Supplemental Schedules shall be deemed to amend or be part of the Disclosure Schedule. With respect to Section 5.11 of the Disclosure Schedule, Seller shall supplement Section 5.11 of the Disclosure Schedule prior to and on the Closing Date to reflect any change or prevent or cure any misrepresentations, breach event that occurs after the date of warranty or breach of covenant. (b) Surf Air shall give prompt notice this Agreement with respect to the Company of: (i) the occurrence or non- occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity contained in this Agreement to be untrue or inaccurate at or Customer Leases entered into prior to the Effective TimeJanuary 5, and (ii) any failure of any Surf Entity to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder2002; provided, however, that the delivery impact of any notice pursuant all -------- ------- matters disclosed shall not, individually or in the aggregate, have a Material Adverse Effect, and to this Section 5.05 shall not reflect Customer Leases entered into on or after January 5, 2002. Within five (a5) limit or otherwise affect any remedies available to days of the party receiving such notice or (b) constitute an acknowledgment or admission of a breach execution of this Agreement, Buyer shall supplement Section 5.11 of the Disclosure Schedule to reflect Customer Leases entered into on or after January 5, 2002 and prior to the execution of this Agreement and Buyer shall, in its sole and absolute discretion, approve or reject such Customer Leases or Unfunded Customer Leases within five (5) days of receiving such supplement. No disclosure by Surf Air pursuant Thereafter, within five (5) days of supplementing Section 5.11 of the Disclosure Schedule, Buyer, in its sole and absolute discretion, may accept or reject any such Customer Leases or Unfunded Customer Leases reflected on such supplement. In the event Buyer agrees to this assume such Customer Leases, Section 5.05, however, 5.11 of the Disclosure Schedule shall be deemed supplemented to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenantinclude such Customer Leases.

Notification of Certain Matters. (a) The Company or any Principal ------------------------------- Stockholder, as the case may be, shall give prompt notice to Surf Air Parent of: (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of the Company or any Principal Stockholder, respectively and as the case may be, contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of the Company or any Principal Stockholder, as the case may be, to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 5.10 shall not (a) limit or otherwise affect any ------------ remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company or the Principal Stockholders pursuant to this Section 5.055.10, however, ------------ shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air . Parent shall give prompt notice to the Company of: (i) the occurrence or non- non-occurrence of any event, the occurrence or non-occurrence of which is likely to cause any representation or warranty of any Surf Entity Parent contained in this Agreement to be untrue or inaccurate at or prior to the Effective Time, and (ii) any failure of any Surf Entity Parent to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 5.05 5.10 shall not (a) limit or otherwise affect any ------------ remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company Until the Closing, each Seller shall give prompt notice to Surf Air Buyer of: (i) the occurrence or non-occurrence of any event, event the occurrence or non-occurrence of which is which, to Seller’s Knowledge, would be likely to cause a material breach of any representation or warranty of the Company contained made by such Seller in this Agreement to be untrue Article IV or inaccurate by Buyer in Article V at or prior to the Effective TimeClosing, and (ii) any a failure of the Company such Seller or Buyer to materially comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunder; providedsuch Seller or Buyer hereunder prior to Closing. Until the Closing, however, that the delivery of any notice pursuant to this Section 5.05 shall not (a) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. (b) Surf Air Buyer shall give prompt notice to the Company Sellers of: (i) the occurrence or non- non-occurrence of any event, event the occurrence or non-occurrence of which is to the actual knowledge of Buyer, would be likely to cause a material breach of any representation or warranty of made by any Surf Entity contained Seller in this Agreement to be untrue Article IV or inaccurate by Buyer in Article V at or prior to the Effective TimeClosing, and (ii) any a failure of any Surf Entity Buyer or Seller to comply with or satisfy any material covenant, condition condition, or agreement to be complied with or satisfied by it hereunder; provided, however, that the Buyer or any Seller hereunder prior to Closing. The delivery of any notice pursuant to this Section 5.05 6.6 shall not be deemed to (ax) modify the representations or warranties hereunder of the party in breach, (y) modify the conditions set forth in Article VIII, or (z) limit or otherwise affect any the remedies available hereunder to the party receiving not in breach. If any of Buyer’s or Seller’s representations or warranties are materially untrue or shall become materially untrue between the date of execution of this Agreement and the Closing Date, or if any of Buyer’s or Seller’s covenants or agreements to be performed or observed prior to or on the Closing Date shall not have been materially performed or observed, and if such notice breach of representation, warranty, covenant or agreement shall (bif curable) constitute an acknowledgment be cured by the Closing (or admission of a extended Closing as applicable; or, if the Closing does not occur, by the date set forth in Section 9.1), then such material breach shall be considered not to have occurred for all purposes of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement the Surf Air Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant.

Notification of Certain Matters. (a) The Company Sellers shall give prompt notice to Surf Air of: Purchasers of (i) the occurrence or non-occurrence nonoccurrence of any event, the occurrence or non-occurrence of which is event that would be likely to cause either (A) any representation or warranty of the Company Sellers contained in this Agreement Agreement, or in connection with the transactions contemplated hereunder, to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective TimeClosing or (B) directly or indirectly, and any Material Adverse Effect, or (ii) any material failure of the Company any Seller to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it them hereunder; provided. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 5.05 6.4(a) shall not (ax) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by the Company pursuant to this Section 5.05, however, shall be deemed to amend or supplement any of the Disclosure Schedule or prevent or Schedules contemplated hereby, (y) be deemed to cure any misrepresentations, breach of warranty any representation, warranty, covenant or breach of covenantagreement or to satisfy any condition or (z) limit or otherwise affect the remedies available hereunder to the party receiving such notice. (b) Surf Air Purchasers shall give prompt notice to the Company of: Sellers of (i) the occurrence or non- occurrence nonoccurrence of any event, the occurrence or non-occurrence of which is event that would be likely to cause any representation or warranty of any Surf Entity Purchasers contained in this Agreement Agreement, or in connection with the transactions contemplated hereunder, to be untrue or inaccurate in any material respect at or prior any time from the date hereof to the Effective Time, and Closing or (ii) any material failure of any Surf Entity Purchaser to comply with or satisfy any material covenant, condition or agreement to be complied with or satisfied by it them hereunder; provided. Notwithstanding the foregoing, however, that the delivery of any notice pursuant to this Section 5.05 6.4(b) shall not (ax) limit or otherwise affect any remedies available to the party receiving such notice or (b) constitute an acknowledgment or admission of a breach of this Agreement. No disclosure by Surf Air pursuant to this Section 5.05, however, shall be deemed to amend or supplement any of the Surf Air Disclosure Schedule or prevent or Schedules contemplated hereby, (y) be deemed to cure any misrepresentations, breach of any representation, warranty covenant or breach agreement or to satisfy any condition or (z) limit or otherwise affect the remedies available hereunder to the party receiving such notice. (c) Sellers shall add Purchasers, and Purchasers’ counsel, to Sellers’ so-called “Rule 2002 notice list” and otherwise provide notice to Purchasers of covenantall matters that are required to be served on Sellers’ creditors pursuant to the Bankruptcy Code and Rules. (d) Within 30 days after the end of each monthly accounting period, the Company shall provide to Purchasers, unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for such monthly period (as well as unaudited consolidated statements of income of the Company and its Subsidiaries for the period from the beginning of the fiscal year to the end of such month) and unaudited consolidated balance sheets of the Company and its Subsidiaries as of the end of such monthly period (and such financial statements shall set forth in each case comparisons to the Company’s and its Subsidiaries’ corresponding period in the preceding fiscal year). Such financial statements shall be prepared in accordance with generally accepted accounting principles, consistently applied, subject to the absence of footnote disclosures and to normal year-end adjustments. (e) At least five business days prior to the Closing Date, Sellers shall deliver to Purchasers an updated monthly forecast of Consolidated EBITDA for the twelve months ended December 31, 2009, prepared in good faith based on all actual and expected events then known to Sellers that could affect such forecast and consistent with the principles and methodologies (and, to the extent reasonably believed by the Seller to be reasonable in view of such actual and expected events, assumptions) applied in the Baseline Forecast.