Fifth Amendment to Data License Agreement dated September 26, 2024

Contract Categories: Intellectual Property - License Agreements
EX-10.7 6 srfm-ex10_7.htm EX-10.7 EX-10.7

FIFTH AMENDMENT TO

DATA LICENSE AGREEMENT

 

THIS FIFTH AMENDMENT TO DATA LICENSE AGREEMENT (this “Amendment”) is made and entered into as of September 26, 2024 (the “Amendment Date”), by and between Textron Aviation Inc. (“TAI”) and Textron Innovations Inc. (“TII” and, together with TAI, “Licensor”), on the one hand, and Surf Air Mobility Inc. (“Licensee” and, together with Licensor, each a “Party” and collectively, the “Parties”), on the other hand, with reference to the following facts:

 

A.
Licensor and Licensee are parties to that certain Data License Agreement dated as of September 15, 2022, as amended by that certain First Amendment to Data License Agreement dated as of May 24, 2023, that certain Second Amendment to Data License Agreement dated as of June 30, 2023, that certain Third Amendment to Data License Agreement dated September 18, 2023 and that certain Fourth Amendment to Data License Agreement dated December 8, 2023 (as amended, the “Original Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed.

 

B.
The Parties now wish to amend the Original Agreement in accordance with the terms and conditions set forth below.

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

 

1.
The second sentence of the paragraph captioned “License Initiation Fee” on Schedule A of the Original Agreement is hereby deleted in its entirety and replaced with the following:

 

“The License Initiation fee shall be due and payable in accordance with the following schedule:

 

Date

Amount

September 29, 2023

$5,000,000

December 1, 2023

$5,000,000

December 22, 2023

$2,500,000

September 1, 2024

$3,000,000

December 1, 2024

$9,500,000

Total

$25,000,000

These payments are not subject to the cure period set forth in Section 12.2(f).”

 

2.
Except as expressly amended herein, the terms of the Original Agreement shall remain in full force and effect and the Original Agreement is hereby ratified and confirmed. In the event of a conflict between a provision of the Original Agreement and this Amendment, the provisions of this Amendment shall control.

 

3.
This Amendment may be executed and delivered by facsimile, PDF or other electronic signature and in two or more counterparts, each of which shall be deemed original, but all of which together shall constitute one and the same instrument.

 

 

IN WITESS WHEREOF, the Parties hereto have duly executed this Amendment effective as of the Amendment Date.

 

 

SURF AIR MOBILITY INC.

 

 

 

By:

Deanna White

CEO

 

TEXTRON AVIATION INC.

 

 

 

By:

Lannie O’Bannion

Sr. VP Sales and Flight Operations

 

TEXTRON INNOVATIONS INC.

 

 

 

By:

James Runstadler

President and Executive Director