Employment Agreement with Francisco Gonzalez

1.

Employment

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Collaboration with CEO and Executive Committee in setting and driving company strategy.

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Translating strategy into actionable goals, plans and budgets.

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Implementing, refining, and managing corporate financial strategy, project finance strategy, treasury, accounting and all other functions normally associated with the Chief Financial Officer role, with an emphasis on robust corporate growth, capital efficiency, and risk management.

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Setting an example for leadership, teamwork, personal responsibility, and results‑orientation.

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Ensuring effective partnerships and service-provider relationships in pursuit of the above goals.

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Ensuring effective recruiting, onboarding, professional development, performance management, and retention of finance and accounting team members.

2.

Work Location

3.

Compensation

1)

Annual Base Salary: $300,000, payable in accordance with Company’s normal payroll processes.

2)

Incentive bonuses as follows::

a)

For calendar year 2021, a cash bonus in the amounts and subject to the criteria listed on Exhibit A (the “2021 Bonus”). The 2021 Bonus will paid as soon as reasonably practicable, but in no event later than March 15, 2022. To be eligible for and receive payment of the 2021 Bonus, you must be employed by the Company on December 31, 2021.

b)

Beginning on January 1, 2022 through the end of the quarter in which this Agreement terminates, a one-time per square foot payment (without duplication) for each square foot of indoor space constructed by or on behalf of the Company or acquired from a third party or is otherwise delivered by the Company or its subsidiaries and available for leasing to tenants, a cash payment of $1.52 per square foot payable in cash on a quarterly basis, within 15 days from the end of each quarter.

3)

A Discretionary Bonus to be determined as a function of corporate performance and personal contribution thereto. For Employee to be eligible for the Discretionary Bonus, Employee must be employed by Company on December 31 of the year for which the Discretionary Bonus, if any, is earned and the Discretionary Bonus will be paid no later than March 15 of the year following the year in which the Discretionary Bonus is earned.

4)

Initial Founder Unit Allocation:

a)

Operating Agreement: Defined terms used but not otherwise defined in this Section 3(a) shall have the meaning ascribed to such terms in the Amended and Restated Operating Agreement of the Company, dated as of March 12, 2021 (the “Operating Agreement”) or the Restricted Unit Grant Agreement entered into by the Company and Employee dated as of March 26, 2021 (the “Grant Agreement”).

b)

Grant: Employee is to be granted Founder Units of the Company equivalent to a Percentage Interest of 3% on a fully-diluted basis as of the completion of the Company’s equity investment round as of March 18, 2021), pursuant to the Grant Agreement.

c)

Vesting period for Founder Units: Four years starting on the Employment Commencement Date, with the first 25% vesting following 12 months from such date, and the remaining 75% vesting in equal monthly installments over the subsequent 36 months (the “Vesting Period”).

d)

Accelerated vesting: Full acceleration of unvested Founder Units upon change of control of Company within the vesting period. In the case of a public listing of the Company, full acceleration of unvested Founder Units within the vesting period upon a termination without cause of Employee. For the avoidance of doubt, no acceleration if there is a termination for cause or at Employee’s initiative.

e)

Future Incentive Unit or Founder Unit or other Unit allocations are at the discretion of the Compensation Committee and require Employee’s consent. Should Employee gain a position equal to or exceeding 5% equivalent of fully- vested ownership units in the company, consisting of Incentive Units and Founder Units plus Preferred Units on a converted basis, by any combination of Employee Unit Allocations and purchases, Employee will no longer be entitled to formulaic bonus distributions as defined in section 3(2). Instead, Employee will then be eligible for discretionary cash or equity incentive compensation as determined by the Compensation Committee.

5)

Unit Options:

a)

Option to purchase Preferred Units equivalent to up to 0.5% of Sky Harbour percentage interest.

b)

Exercise date: Later of:

i

Within six months of final closing of first tax-exempt bond offering.

ii

Within three months of employment commencing.

c)

Exercise price: In accordance with post-money valuation equity at closing (approximately $66MM) (the “Current Valuation”).

d)

Company shall maintain the option to repurchase these Preferred Units, for a period of 24 months from exercise, at the valuation of its most recent funding in the following events:

i

Termination for Cause

ii

Termination at Employee’s initiative

6)

Discretionary Annual Bonus. The Company at its sole discretion may provide additional cash or equity annual bonus to the Employee for recognition of M&A or development opportunities outside the scope of CFO.

4.

Employment Benefits

5.

Employment at Will

6.

Entire Agreement

7.

Severability

8.

Successors and Assigns

9.

Governing Law