Common use of Purpose and Background Clause in Contracts

Purpose and Background. 1.1 This Agreement on amendment of the EPA and CFA (as defined below) (the “Amendment”) is entered into between Dangroup, Sky-Watch, Mekan, Airo and Legacy AIRO for the purpose of outlining (i) the payment of the earnout as set out in the equity purchase agreement (the “EPA”), Annex B (a), entered into on 6 October 2021 (incl. appendices and later addendums), attached as schedule 1.1(a) in the amount of USD 3,000,000 (the “Earnout 1”), (ii) the payment of the earnout as set out in the EPA, Annex B (b), see schedule 1.1(a), as amended, in the amount of USD 7,500,000 (the “Earnout 2”), (iii) the repayment of the credit facility provided to Sky-Watch from Dangroup in the credit facility agreement (the “CFA”), entered into on 28 March 2022 (incl. appendices and later addendums), attached as schedule 1.1(b)) (the “Loan”), (iv) payment of the promissory note of USD 12,883,000 entered into on 28 March 2022 (the “Promissory Note”), and (v) payment of a new earnout in the amount of USD 4,000,000 on the terms set forth herein. 1.2 The Parties hereto entered into the EPA on 6 October 2021 in which it was agreed to transfer all of the shares of Sky-Watch from Dangroup to Airo. Dangroup subsequently agreed to enter into the CFA to support Sky-Watch financially until the earlier of (a) Airo’s initial public offering on Nasdaq in USA, and (b) 31 March 2023 as set out in the latest amendment to the CFA executed on 21 December 2022. 1.3 Dangroup wishes to receive repayment of the Loan (together with interest thereon) from Sky- Watch, and Dangroup, and Mekan, as applicable, wish to receive payment of the Earnout 1, Earnout 2, the new Earnout 3 (defined herein) and the Promissory Note from Airo as soon as possible. 1.4 On the date of this Amendment, prior to the amendments hereunder, the total amount drawn on the Loan amounts to DKK 17,250,000 (corresponding to USD 2,464,000 at an f/x-rate of 0.142857) exclusive of interest, with a max credit line not to exceed DKK 33,000,000 and with expiry no later than March 31, 2023. Legacy AIRO, Airo, and Sky-Watch wish for the credit line to continue and for the due date for the Loan under the CFA to be extended to no later than 30 June 2023.