{"url_path":"/sec/cmii/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into A Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/2088805/0001213900-26-074998-index.html","accession_number":"0001213900-26-074998","cik":"0002088805","ticker":"CMII","issuer_name":"Columbus Circle Capital Corp II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2088805/0001213900-26-074998-index.html","primary_entity_key":"0002088805","primary_entity_name":"Columbus Circle Capital Corp II"},"word_count":8902,"has_tables":true,"body_markdown":"**Item 1.01. Entry Into A Material Definitive\nAgreement.**\n\n \n\n**Business Combination Agreement**\n\n \n\nOn June 26, 2026 (the “Signing Date”), Columbus\nCircle Capital Corp II, a Cayman Islands exempted company (which will be renamed Inflection Point Acquisition Corp. VII and which will\ntransfer by way of continuation out of the Cayman Islands and domesticate as a Delaware corporation prior to the Closing (as defined below))\n(“Inflection Point” or the “Company”), entered into a Business Combination Agreement (as it may\nbe amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”),\nby and among Inflection Point, IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Inflection Point\n(“Merger Sub”), and Elroy Air, Inc., a Delaware corporation (“Elroy Air”), pursuant to which, among\nother things and subject to the terms and conditions therein, Merger Sub will merge with and into Elroy Air, with Elroy Air continuing\nas the surviving corporation (the “Merger”). The transactions contemplated by the Business Combination Agreement are\nreferred to herein as the “Business Combination.” Inflection Point and Elroy Air are each individually referred to\nherein as a “Party” and, collectively, the “Parties.” In connection with the closing of the Business\nCombination Agreement (the “Closing ”), Inflection Point will change its name to “Elroy Air, Inc.”\n(such company after the Closing, “New Elroy Air”).\n\n** **\n\nThe Business Combination Agreement and the transactions contemplated\nthereby were approved by the boards of directors of each of Inflection Point and Elroy Air.\n\n \n\nThe Business Combination is expected to close in the fourth quarter\nof 2026, following the receipt of the required approval by Inflection Point’s shareholders, Elroy Air’s stockholders and the\nfulfillment of other customary closing conditions.\n\n \n\n*The Domestication*\n\n \n\nInflection Point will, subject to obtaining the\nrequired shareholder approvals and at least one business day prior to the date of Closing (the “Closing Date”), change\nits jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation\nincorporated under the laws of the State of Delaware (the “Domestication”).\n\n \n\nSubject to the satisfaction or waiver of the conditions of the Business\nCombination Agreement, including approval of Inflection Point’s shareholders: (a) immediately prior to the Domestication, pursuant\nto the Sponsor Support Agreement (as defined below), the holders of the then issued and outstanding Class B ordinary shares of Inflection\nPoint, par value $0.0001 per share (each, a “Cayman Class B Share”), will elect to convert each Cayman Class B Share\nheld by them, on a one-for-one basis, into a Class A ordinary share of Inflection Point, par value $0.0001 per share (each, a “Cayman\nClass A Share” and together with the Cayman Class B Shares, the “Cayman Shares”) (the “Sponsor Share\nConversion”); and (b) in connection with the Domestication, (i) each of the then issued and outstanding Cayman Class A Shares\nwill convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Inflection Point (after\nthe Domestication) (the “New Elroy Air Common Stock”); (ii) each of the then issued and outstanding warrants of Inflection\nPoint (each, a “Cayman Purchaser Warrant”) will convert automatically into a warrant to acquire one share of New Elroy\nAir Common Stock (each, a “New Elroy Air Warrant”), pursuant to the Warrant Agreement (as defined in the Business Combination\nAgreement); and (iii) each of the then issued and outstanding units of Inflection Point (the “Cayman Purchaser Units”)\nwill be cancelled and will thereafter entitle the holder thereof to one share of New Elroy Air Common Stock and one-third (1/3) of one\nNew Elroy Air Warrant, with any fractional New Elroy Air Warrants to be issued in connection with such separation rounded down to the\nnearest whole warrant.\n\n \n\n*The Merger and Consideration*\n\n \n\nUpon the terms and subject to the satisfaction or waiver of the conditions\nof the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub and Elroy\nAir will consummate the Merger, pursuant to which Merger Sub will be merged with and into Elroy Air, following which the separate corporate\nexistence of Merger Sub will cease and Elroy Air will continue as the surviving corporation after the Merger as a direct, wholly-owned\nsubsidiary of Inflection Point.\n\n \n\nImmediately prior to the Effective Time:\n\n \n\n(1)\neach convertible security of Elroy Air (other than the Pre-Funded Convertible Notes (as defined below) and excluding warrants and options to purchase stock of Elroy Air), if any, that is outstanding immediately prior to the Effective Time, including all principal and interest thereunder, to the extent applicable, will automatically convert in full into shares of preferred stock of Elroy Air or shares of common stock of Elroy Air (“Elroy Air Common Stock”), in accordance with the terms thereof;\n\n \n\n1\n\n \n\n(2)each warrant of Elroy Air (other than the Elroy Air Pre-Funded\nConvertible Note Investor Warrants (as defined below)) exercisable for preferred stock of Elroy Air, if any, that is outstanding and\nunexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its\nterms or otherwise exercised in full; and\n\n \n\n(3)\neach warrant of Elroy Air (other than the Elroy Air Pre-Funded Convertible Note Investor Warrants) exercisable for Elroy Air Common Stock that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full.\n\n  \n\nIn connection with the transactions contemplated\nby the Business Combination Agreement, Elroy Air entered into securities purchase agreements (the “Pre-Funded SPAs”),\nwith certain accredited investors named therein (collectively, the “Pre-Funded PIPE Investors”), including Inflection\nPoint Fund I, LP (“Inflection Point Fund”). Pursuant to the Pre-Funded SPAs, the Pre-Funded PIPE Investors agreed,\namong other things, to purchase, and Elroy Air issued and sold, convertible promissory notes (the “Pre-Funded Convertible Notes”)\nwith an aggregate face value of approximately $78.4 million and warrants to purchase 6,531,863 shares of Elroy Air Common Stock at a purchase\nprice of $12.00 per share (the **“**Elroy Air Pre-Funded Convertible Note Investor Warrants”), substantially concurrently\nwith the execution and delivery of the Business Combination Agreement for an aggregate purchase price of approximately $66.6 million (the\n“Pre-Funded Note Investment”).\n\n \n\nThe Pre-Funded Convertible Notes have a one-year maturity from the\ndate of issuance, and bear interest at the rate of 12% per annum payable 365 days after the date of the Pre-Funded Convertible Note, until\nthe principal amount and all interest accrued thereon are paid or converted, as provided therein. Upon the Closing, the unpaid principal\namount of each Pre-Funded Convertible Note, together with any interest accrued but unpaid thereon as of the day prior to the Closing Date,\nwill automatically convert into a number of fully paid and nonassessable shares of New Elroy Air Series A Preferred Stock (as defined\nbelow) equal to the quotient of such aggregate amount divided by the applicable conversion price of $12.00 per share, as may be adjusted\npursuant to the terms and conditions of the applicable Pre-Funded Convertible Notes. Such holders will be entitled to customary registration\nrights with respect to the New Elroy Air Series A Preferred Stock and any underlying shares of New Elroy Air Common Stock issuable upon\nconversion thereof pursuant to the A&R Registration Rights Agreement (as defined below).\n\n \n\nPursuant to the Business Combination Agreement,\nthe aggregate consideration (the “Aggregate Base Consideration”) to be paid to the holders of securities of Elroy Air\n(other than the holders of the Pre-Funded Convertible Notes, the Elroy Air Pre-Funded Convertible Note Investor Warrants and unvested\nElroy Air Options (as defined below) in respect of those securities) (the “Elroy Air Equity Holders”) in, or in connection\nwith, the Merger will be the number of shares of New Elroy Air Common Stock equal to the quotient of: (a) $800,000,000 (the “Purchase\nPrice”), divided by (b) the price (the “Redemption Price”) at which each Cayman Class A Share included\nin the Cayman Purchaser Units issued in Inflection Point’s initial public offering (the “IPO”, and the shares\nincluded in the Cayman Purchaser Units issued thereby, the “Public Shares”) may be redeemed in connection with the\nInflection Point Shareholders’ Meeting (as defined below).\n\n \n\nThe portion of the Aggregate Base Consideration\n(the “Aggregate Preferred Holder Base Consideration”) to be paid to the holders of preferred stock of Elroy Air (the\n“Elroy Air Preferred Equity Holders”) in, or in connection with, the Merger will be the aggregate number of shares\nof New Elroy Air Common Stock equal to the greater of (a) (i) the applicable liquidation preference of the shares of preferred stock of\nElroy Air held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (b) (i) the number of shares of Elroy\nAir Common Stock into which the shares of preferred stock of Elroy Air held by such Elroy Air Preferred Equity Holder would convert in\nconnection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by (ii) the Common Stock Exchange Ratio (as\ndefined below).\n\n \n\nThe portion of the Aggregate Base Consideration\n(the “Aggregate Common Holder Base Consideration”) to be paid to the Elroy Air Equity Holders (other than the Elroy\nAir Preferred Equity Holders) (the “Elroy Air Common Equity Holders”) in, or in connection with, the Merger will be\na number of shares of New Elroy Air Common Stock equal to the difference of (i) the Aggregate Base Consideration, less (ii) the Aggregate\nPreferred Holder Base Consideration.\n\n \n\nThe base consideration to be paid in, or in connection\nwith, the Merger to each holder of a Pre-Funded Convertible Note (the “Convertible Note Consideration”) will be\na number of shares of New Elroy Air’s 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “New\nElroy Air Series A Preferred Stock”) equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding\nprincipal and accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing Date, divided by\n(ii) $12.00.\n\n \n\nThe consideration to be paid in, or in connection with, the Merger\nto each holder of an Elroy Air Pre-Funded Convertible Note Investor Warrant (the “Pre-Funded Convertible Note Investor Warrant\nConsideration”) will be one or more warrants to purchase a number of shares of New Elroy Air Common Stock (“New Elroy\nAir Series A Investor Warrants”) equal to the quotient of (i) the aggregate exercise price of such Elroy Air Pre-Funded\nConvertible Note Investor Warrant immediately prior to the Effective Time, divided by (ii) $12.00.\n\n \n\n2\n\n \n\nUpon the terms and subject to the satisfaction\nor waiver of the conditions of the Business Combination Agreement, at the Effective Time:\n\n \n\n(1)\neach share of Elroy Air Common Stock that is owned by Inflection Point, Merger Sub, or Elroy Air immediately prior to the Effective Time (each, an “Excluded Share”) will be canceled and will cease to exist and no consideration will be delivered in exchange therefor;\n\n \n\n(2)\neach share of preferred stock of Elroy Air that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be canceled and converted into the right to receive, (I) a number of shares of New Elroy Air Common Stock equal to the greater of (i) the applicable liquidation preference of the shares of preferred stock of Elroy Air held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (B) the product of the number of shares of Elroy Air Common Stock into which the shares of preferred stock of Elroy Air held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by the Common Stock Exchange Ratio and (II) the Per Share Earn-out Consideration (as defined below);\n\n \n\n(3)\neach share of Elroy Air Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the Aggregate Common Holder Base Consideration divided by the adjusted fully diluted capital of Elroy Air, which is the sum (without duplication) of the aggregate number of shares of Elroy Air Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued or issuable upon conversion of all issued and outstanding convertible securities (other than Elroy Air Options), the Pre-Funded Convertible Notes or the Elroy Air Pre-Funded Convertible Note Investor Warrants) and (ii) issuable upon full exercise of all issued and outstanding vested options of Elroy Air (calculated using the treasury method of accounting on a cashless exercise basis) (such conversion ratio, the “Common Stock Exchange Ratio”) and (II) the Per Share Earn-out Consideration;\n\n \n\n(4)\neach option to purchase equity securities of Elroy Air (each, an “Elroy Air Option”) will automatically cease to represent an option to purchase Elroy Air Common Stock and be assumed and converted on the same terms and conditions as were applicable as of the Effective Time, into an option to acquire that number of shares of New Elroy Air Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Elroy Air Common Stock subject to such Elroy Air Option and (B) the Common Stock Exchange Ratio, at an exercise price per share of Elroy Air Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Elroy Air Common Stock of such Elroy Air Option by (y) the Common Stock Exchange Ratio;\n\n \n\n(5)\neach Pre-Funded Convertible Note that is outstanding immediately prior to the Effective Time will automatically be canceled and converted into the right to receive (I) the Convertible Note Consideration and (II) the Per Share Earn-out Consideration; and\n\n \n\n(6)\neach Elroy Air Pre-Funded Convertible Note Investor Warrant that is outstanding and unexercised immediately prior to the Effective Time will automatically be canceled and converted into the right to receive the Pre-Funded Convertible Note Investor Warrant Consideration.\n\n \n\n*Earnout*\n\n* *\n\nIn addition to the Aggregate Base Consideration,\nfollowing the Business Combination, New Elroy Air will issue to the Elroy Air Equity Holders and the Pre-Funded PIPE Investors (the “Eligible\nStockholders”) up to 11,000,000 additional shares of New Elroy Common Stock (the “Earnout Shares”) in three\ntranches, as follows:\n\n \n\n●3,000,000 shares of New Elroy Air Common Stock\nif the price of one share of New Elroy Common Stock is greater than or equal to $15.00 per share for 20 days during any 30-trading day\nperiod commencing on the one-year anniversary of the Closing and ending on the four-year anniversary of Closing;\n\n \n\n●3,000,000 shares of New Elroy Air Common Stock\nif the price of one share of New Elroy Air Common Stock is greater than or equal to $20.00 per share for 20 trading days during any 30-trading\nday period commencing at the one-year anniversary of Closing and ending on the four-year anniversary of Closing;\n\n \n\n●5,000,000 shares of New Elroy Air Common Stock\nif the Organic Revenue (as defined in the Business Combination Agreement) for New Elroy Air during any trailing two (2) quarter period\nending not later than June 30, 2028 equals or exceeds $50,000,000.\n\n* *\n\nIf and when vested, each Eligible Stockholders\nwill be entitled to receive a number of Earnout Shares equal to the quotient of (i) the Earnout Shares divided by (ii) the fully diluted\ncapital of Elroy Air, which is the sum (without duplication) of the aggregate number of shares of Elroy Air Common Stock that are (i) issued\nand outstanding immediately prior to the Effective Time (including those issued or issuable upon conversion of all issued and outstanding\nconvertible securities, the Pre-Funded Convertible Notes or the Elroy Air Pre-Funded Convertible Note Investor Warrants) (ii) issuable\nupon full exercise of all issued and outstanding vested options of Elroy Air (calculated using the treasury method of accounting on a\ncashless exercise basis) and (iii) all shares of New Elroy Common Stock issuable upon conversion of the New Elroy Series A Preferred Stock\nissued as Convertible Note Consideration in the Merger (the “Per Share Earn-out Consideration”).\n\n** \n\n3\n\n \n\n*Governance*\n\n \n\nThe Parties have agreed to take all necessary\naction, including Inflection Point using reasonable best efforts to cause the current directors of Inflection Point that are not to remain\ndirectors on the New Elroy Air Board (as defined below) to resign, so that effective at the Closing, the board of directors of New Elroy\nAir (the “New Elroy Air Board”) will consist of seven individuals. Immediately after the Closing, Inflection Point\nand Elroy Air will take all action within their power as may be necessary or appropriate to designate and appoint to the New Elroy Air\nBoard (i) one person that is designated by the Chief Executive Officer of Inflection Point prior to the Closing and (ii) the remaining\npersons, all of whom will be designated by Elroy Air prior to the Closing. The New Elroy Air Board will meet the applicable independence\nand other requirements of applicable rules of the Nasdaq Stock Market LLC (“Nasdaq”) and the U.S. Securities and Exchange\nCommission (the “SEC”).\n\n \n\n*Representations and Warranties; Covenants*\n\n \n\nThe Parties have made customary representations,\nwarranties, and covenants in the Business Combination Agreement, including, among others, covenants with respect to the conduct of Inflection\nPoint and Elroy Air prior to the Closing Date. In addition, Inflection Point and Elroy Air have agreed to use their commercially reasonable\nefforts to agree, prior to Closing, to a form of equity incentive plan that provides for the grant of equity and equity-based incentive\nawards to eligible service providers of Elroy Air following the Closing.\n\n \n\n*Conditions to Each Party’s Obligations*\n\n \n\nThe obligations of Inflection Point and Elroy\nAir to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions, including\nwithout limitation the following mutual conditions applicable to each Party: (i) the adoption and/or approval, as applicable, by Inflection\nPoint’s shareholders of the Purchaser Shareholder Approval (as defined in the Business Combination Agreement); (ii) the approval\nof the Business Combination Agreement and the Business Combination (including the Merger) by the affirmative vote or written consent of\nthe stockholders of Elroy Air, pursuant to the terms and in accordance with satisfaction of the conditions of the organizational documents\nof Elroy Air and applicable law; (iii) no adverse law or order; (iv) all government filings and/or consents shall have been made or obtained\nand shall be in full force and effect, and any applicable waiting period (and any extension thereof) under any applicable law shall have\nexpired or been terminated; (v) the registration statement on Form S-4, or other appropriate form (the “Registration Statement”)\nto be filed by the Parties becoming effective under the Securities Act of 1933, as amended (the “Securities Act”),\nand remaining effective as of the Closing, with no stop order or similar order suspending its effectiveness; and (vi) the New Elroy Air\nCommon Stock having been conditionally approved for listing upon Closing on Nasdaq, subject to certain conditions and exceptions as described\nin the Business Combination Agreement.\n\n \n\nIn addition to the foregoing mutual conditions,\nthe obligations of Elroy Air to consummate the Business Combination are subject to the satisfaction or waiver of the following additional\nconditions: (i) the truth and accuracy of the representations and warranties of Inflection Point and Merger Sub, subject to the materiality\nstandards contained in the Business Combination Agreement; (ii) material compliance by Inflection Point and Merger Sub with their respective\nagreements and covenants under the Business Combination Agreement; (iii) no Purchaser Material Adverse Effect (as defined in the Business\nCombination Agreement) having occurred; (iv) the Domestication having been completed and a time-stamped copy of the certificate issued\nby the Secretary of State of the State of Delaware in relation thereto having been delivered to Elroy; (v) Inflection Point having made\nthe arrangements to have the proceeds remaining in the Trust Account (after giving effect to the Redemption) (each as defined in the Business\nCombination Agreement) available to Inflection Point at the Closing; (vi) all action on the part of Inflection Point to constitute the\nNew Elroy Board as described above having been taken; (vii) the delivery to Elroy of copies of the executed A&R Registration Rights\nAgreement (as defined below) and Sponsor Lock-up Agreement (as defined below), duly executed by Inflection Point and the Sponsor; and\n(viii) receipt of a customary officer’s certificate of Inflection Point, certifying the satisfaction of the conditions listed in\nclauses (i) through (iii) above.\n\n \n\nIn addition to the mutual conditions described\nabove, the obligations of Inflection Point to consummate the Business Combination are subject to the satisfaction or waiver of the following\nadditional conditions: (i) the truth and accuracy of the representations and warranties of Elroy Air, subject to the materiality standards\ncontained in the Business Combination Agreement; (ii) material compliance by Elroy Air with its agreements and covenants under the Business\nCombination Agreement; (iii) no Company Material Adverse Effect (as defined in the Business Combination Agreement) having occurred; (iv)\nthe delivery to Inflection Point of copies of the executed A&R Registration Rights Agreement duly executed by the applicable stockholders,\nproperly completed tax forms for each Elroy Air Equity Holder, a properly completed and duly executed FIRPTA certificate and the Elroy\nAir Lock-up Agreement (as defined below), duly executed by the Lock-Up Holders (as defined below); (v) a duly executed pay-off letters\ncertifying that certain indebtedness of Elroy Air will have been paid off, to the extent it is paid off pursuant to the Business Combination\nAgreement and evidence of the release of all liens securing such indebtedness.\n\n \n\n*Termination*\n\n \n\nThe Business Combination Agreement may be terminated\nunder certain customary and limited circumstances at any time prior to the Closing, including, among others, (i) by mutual written consent\nof the Parties; (ii) by Elroy Air if the board of directors of Inflection Point, except as required by applicable law, withdraws, amends,\nqualifies or modifies its recommendation to the shareholders of Inflection Point to make certain approvals, as described in the Business\nCombination Agreement; (iii) by either Inflection Point or Elroy Air if the Closing has not occurred on or before June 26, 2027; and (iv)\nby Elroy Air if the Inflection Point Shareholder Approval is not obtained by Inflection Point after the conclusion of the extraordinary\ngeneral meeting of Inflection Point’s shareholders (the “Inflection Point Shareholders’ Meeting”) held\nfor the purpose of voting on the Transaction Proposals.\n\n \n\n4\n\n \n\nThe foregoing description of the Business Combination\nAgreement, the Business Combination and the related transactions does not purport to be complete and is qualified in its entirety by\nthe terms and conditions of the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit\n2.1 and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties and covenants that\nthe parties to the Business Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific\ndates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the parties\nand are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination\nAgreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not\nintended to provide any other factual information about Inflection Point or Elroy Air. In particular, the representations, warranties,\ncovenants and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination\nAgreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject\nto limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for the purposes of\nallocating contractual risk between the parties to the Business Combination Agreement instead of establishing these matters as facts)\nand may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and\nreports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or\nany descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement.\nIn addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject\nto subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other\nterms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected\nin Inflection Point’s public disclosures.\n\n \n\nThe foregoing description of the Pre-Funded Note\nInvestment is subject to and qualified in its entirety by reference to (i) the full text of the Pre-Funded SPAs, a copy of the forms of\nwhich are included as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K, (ii) the full text of the form of Pre-Funded Convertible\nNote, a copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K, and (iii) the full text of the forms of Elroy Air\nPre-Funded Convertible Note Investor Warrants, copies of the forms of which are attached as Exhibits 99.4 and 99.5 to this Current Report\non Form 8-K, and the terms of each of which are incorporated herein by reference.\n\n \n\n**Sponsor Support Agreement**\n\n \n\nConcurrently with the execution of the Business\nCombination Agreement, Inflection Point entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”)\nwith Elroy Air and Columbus Circle 2 Sponsor Corporation LLC (the “Sponsor”), pursuant to which the Sponsor agreed\nto, among other things, (i) vote in favor of adoption of the Transaction Proposals, (ii) vote against any Alternative Transaction (as\ndefined in the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination\nAgreement and the Business Combination; (iii) vote against any change in the business, management, or board of directors of Inflection\nPoint (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements)\nand (iv) vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision\nof the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination, (B) result in a breach in any respect\nof any covenant, representation, warranty or any other obligation or agreement of Inflection Point under the Business Combination Agreement,\n(C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant,\nrepresentation or warranty or other obligation or agreement of the Sponsor contained in the Sponsor Support Agreement or (E) change in\nany manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Inflection Point. Certain\ncurrent and former officers and directors of Inflection Point previously entered into a letter agreement with Inflection Point in connection\nwith Inflection Point’s initial public offering, pursuant to which they agreed to vote any Inflection Point ordinary shares held\nby them in favor of the Business Combination.\n\n \n\nPursuant to the Sponsor Support Agreement, until\nthe earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Inflection Point, the Sponsor shall\nnot (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree\nto dispose of, directly or indirectly, any Subject Securities (as defined in the Sponsor Support Agreement) owned by the Sponsor, or (ii)\nenter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership\nof any Subject Securities owned by the Sponsor without the prior written consent of Elroy Air, unless such transfer is deemed a Permitted\nTransfer (as defined in the Sponsor Support Agreement).\n\n \n\nIn addition, pursuant to the Sponsor Support Agreement,\nthe Sponsor has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt\nout of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Elroy Air or any of\ntheir respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the\nSponsor Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation\nor entry into the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination.\n\n \n\n \n\nFurthermore, pursuant to the Sponsor Support Agreement,\nthe Sponsor agreed to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to\nthe rate at which the Cayman Class B Shares convert into Cayman Class A Shares in connection with the transactions contemplated by the\nBusiness Combination Agreement.\n\n \n\nThe foregoing description of the Sponsor Support Agreement does not\npurport to be complete and is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which\nis included as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.\n\n \n\n5\n\n \n\n**Stockholder Voting and Support Agreement**\n\n \n\nConcurrently with the execution of the Business\nCombination Agreement, certain holders of equity securities of Elroy Air collectively holding such number of shares of Elroy Air Common\nStock and preferred stock of Elroy Air as is necessary to approve the Business Combination and the other matters specified below (the\n“Requisite Elroy Air Stockholders”) and Elroy Air entered into the Voting and Support Agreement (the “Stockholder\nVoting and Support Agreement”), pursuant to which the Requisite Elroy Air Stockholders have agreed to, among other things, vote\n(or act by written consent) (a) to approve and adopt the Business Combination Agreement and the consummation of the Business Combination;\n(b) against any Alternative Transaction or any proposal relating to an Alternative Transaction; (c) against any merger agreement or merger\n(other than the Business Combination Agreement and the Business Combination), consolidation, combination, sale of substantial assets,\nreorganization, recapitalization, dissolution, liquidation or winding up of or by Elroy Air; (d) against any change in the business, management\nor board of directors of Elroy Air (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement\nor the Ancillary Documents (as defined in the Business Combination Agreement)); (e) against any proposal, action or agreement that would\n(A) impede, interfere, frustrate, prevent or nullify any provision of the Stockholder Voting and Support Agreement, the Business Combination\nAgreement, the Charter Amendment (as defined below) or the Business Combination, (B) result in a breach in any respect of any covenant,\nrepresentation, warranty or any other obligation or agreement of Elroy Air under the Business Combination Agreement, (C) result in any\nof the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation\nor warranty or other obligation or agreement of such stockholder contained in the Stockholder Voting and Support Agreement or (E) change\nin any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Elroy Air (other\nthan pursuant to the Charter Amendment); (f) to convert all outstanding shares of preferred stock of Elroy Air into Elroy Air Common Stock\nas of immediately prior to the Effective Time, conditioned upon and subject to the closing of the Business Combination, in accordance\nwith the organizational documents of Elroy Air (as amended by the Charter Amendment); (g) to approve and adopt an amendment to Elroy Air’s\ncertificate of incorporation (the “Charter Amendment”) to, among other things, revise the conversion prices applicable\nto each series of preferred stock of Elroy Air; (h) to approve the Business Combination as may be required to satisfy the approval requirements\nin Section 3.3 of Elroy Air’s certificate of incorporation; and (i) to the extent such Elroy Air Equity Holder is a stockholder\nof Elroy Air that does not hold any shares of preferred stock of Elroy Air (a “Disinterested Common Stockholder”),\nto vote all shares of Elroy Air Common Stock held by such stockholder in favor of the Charter Amendment in satisfaction of the Disinterested\nCommon Stockholder approval requirement.\n\n \n\nPursuant to the Stockholder Voting and Support\nAgreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Elroy Air, the Requisite\nElroy Air Stockholders have agreed not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to\npurchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Stockholder\nVoting and Support Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the\neconomic consequences of ownership of any Subject Securities without the prior written consent of Elroy Air and Inflection Point, unless\nsuch transfer is deemed a Permitted Transfer (as defined in the Stockholder Voting and Support Agreement).\n\n \n\nIn addition, pursuant to the Stockholder Voting\nand Support Agreement, the Requisite Elroy Air Stockholders have agreed not to commence, join in, facilitate, assist or encourage, and\nhave agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise,\nagainst Inflection Point, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to\nenjoin the operation of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty\nof any person in connection with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Business\nCombination Agreement or the Business Combination. Each of the Requisite Elroy Air Stockholders has also waived and agreed not to exercise\nany rights of appraisal or rights to dissent from the Business Combination that they may have in respect of the Subject Securities.\n\n \n\nThe foregoing description of the Stockholder Voting and Support Agreement\ndoes not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Stockholder Voting and Support\nAgreement, a copy of which is included as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.\n\n \n\n6\n\n \n\n**Lock-Up Agreements**\n\n \n\n*Sponsor Lock-Up Agreement*\n\n \n\nAt the Closing, the Sponsor, Cohen & Company\nSecurities, LLC (“CCM”), Clear Street LLC (“Clear Street”) and New Elroy Air will enter into a Lock-Up\nAgreement (the “Sponsor Lock-Up Agreement”), pursuant to which the Sponsor, CCM, Clear Street and their respective\npermitted assigns (collectively, the “Sponsor Lock-Up Securityholders”) will agree (x) with respect to any shares of\nNew Elroy Air Common Stock received by the Sponsor upon conversion of its Cayman Class B Shares in connection with the Domestication (the\n“Founder Shares”), prior to the earlier of (A) six months after the Closing Date and (B) the date on which the New\nElroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least\n30 days after the Closing Date, or (y) with respect to any shares of New Elroy Air Common Stock issued upon cancellation of the Cayman\nPurchaser Units held by the Sponsor Lock-Up Securityholders (the “Unit Shares”), any warrants issued upon separation\nand conversion of the Cayman Purchaser Units held by the Sponsor Lock-Up Securityholders (the “Lock-Up Warrants”) and\nany shares of New Elroy Air Common Stock issuable upon exercise of the Lock-Up Warrants (the “Warrant Shares” and,\ntogether with the Founder Shares, the Unit Shares and the Lock-Up Warrants, the “Sponsor Lock-Up Securities”), prior\nto the date that is 30 days after the Closing Date, not to, without the prior written consent of the New Elroy Air Board, (a) sell, pledge,\ngrant any option to purchase or otherwise dispose of, (b) enter into any swap or other transfer arrangement in respect of the Sponsor\nLock-Up Securities or (c) take any action in furtherance of any of the matters described in the foregoing clauses (a) or (b) or. The Sponsor\nLock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members,\ntransfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or\nthe exercise of certain stock options.\n\n \n\n*Elroy Air Lock-Up Agreement*\n\n \n\nAt the Closing, New Elroy Air and the equity holders\nof Elroy Air who will received, or would receive upon exercise of the Exchanged Options, at least 1% of the Aggregate Base Consideration\nand Earnout Shares (the “Lock-Up Holders”) will enter into a Lock-Up Agreement (the “Elroy Air Lock-Up Agreement”),\npursuant to which the Lock-Up Holders and their respective permitted assigns will agree not to, without the prior written consent of the\nNew Elroy Air Board, Transfer (as defined in the Elroy Air Lock-Up Agreement) any shares of New Elroy Air Common Stock held immediately\nafter the consummation of the Business Combination, any shares of New Elroy Air Common Stock issuable upon exercise of options to purchase\nshares of New Elroy Air Common Stock held immediately after the consummation of the Business Combination, or any securities convertible\ninto, or exercisable, redeemable or exchangeable for, New Elroy Air Common Stock held by such holder immediately after the consummation\nof the Business Combination (collectively, the “Lock-Up Shares”), prior to the earlier of (A) six months after the\nconsummation of the Business Combination and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share\nfor 20 trading days during any 30-trading day period commencing at least 30 days after the consummation of the Business Combination. The\nElroy Air Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or\nfamily members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain\nconditions, or the exercise of certain stock options.\n\n \n\nThe foregoing descriptions of each of the Sponsor\nLock-up Agreement and the Elroy Air Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to\nthe full text of (i) the form of Sponsor Lock-up Agreement, a copy of which is attached as Exhibit 10.3 hereto, and the terms of which\nare incorporated herein by reference and (ii) the form of Elroy Air Lock-Up Agreement, a copy of which is attached as Exhibit 10.4 hereto,\nand the terms of which are incorporated herein by reference.\n\n \n\n**Amended and Restated Registration Rights Agreement**\n\n \n\nAt the Closing, Inflection Point, the Sponsor,\nthe Series A Preferred Stock Investors and certain securityholders of Elroy Air will enter into an amended and restated registration rights\nagreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor, the Series\nA Preferred Stock Investors and such securityholders will be granted certain customary registration rights, on the terms and subject to\nthe conditions therein, with respect to securities of New Elroy Air that they will hold following the Business Combination.\n\n \n\nThe foregoing description of the A&R Registration Rights Agreement\ndoes not purport to be complete and is qualified in its entirety by reference to the full text of the form of A&R Registration Rights\nAgreement, a copy of which is attached as Exhibit 10.5 hereto, and the terms of which are incorporated herein by reference.\n\n \n\n7\n\n \n\n**Series A Preferred Stock Investment**\n\n \n\nIn connection with the transactions contemplated\nby the Business Combination Agreement, on the Signing Date, Inflection Point, Elroy Air and the accredited investor named therein (the\n“Series A Preferred Stock Investor”) entered into the Securities Purchase Agreement (the “Series A SPA”).\nPursuant to the Series A SPA, the Series A Preferred Stock Investors has agreed, among other things, to purchase, at Closing, 9,803,922\nshares of New Elroy Air Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of\nDesignation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate\nof Designation”) and a warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock (each, a “Series\nA Preferred Investor Warrant”), for an aggregate purchase price of $100 million (such investment, the “PIPE Investment”).\nEach share of New Quantum Space Series A Preferred Stock will have a stated value of $12.00 (the “Stated Value”).\n\n \n\nIn addition, in consideration for the Series A\nPreferred Stock Investor’s investment, (i) New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the Series A\nPreferred Stock Investors upon Closing and (ii) Inflection Point will cause the applicable holders to transfer to the Series A Preferred\nStock Investor 501,649 shares of Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 448,351 Unit Shares\nand 149,450 Lock-Up Warrants upon Closing.\n\n \n\nThe Series A SPA includes customary representations\nand warranties from Elroy Air, Inflection Point and the Series A Preferred Stock Investors and are subject to customary closing conditions.\nThe Series A SPA also includes customary covenants and agreements related to transfer restrictions, SEC reports, material non-public information\nand indemnification. New Elroy Air Common Stock issuable upon conversion of the New Elroy Air Series A Preferred Stock and New Elroy Air\nCommon Stock underlying any Series A Preferred Investor Warrants will be deemed to be “Registrable Securities” under the A&R\nRegistration Rights Agreement.\n\n \n\n*Dividends*: The New Elroy Air Series A Preferred\nStock will accrue dividends daily at the rate of 12% per annum of the Accrued Value (as defined in the Certificate of Designation) (if\npaid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the Accrued Value (if paid in cash),\nplus the amount of previously accrued dividends paid in kind. Such dividends will compound semi-annually.\n\n \n\n*Liquidation Preference*: Upon any liquidation\nor deemed liquidation event, the holders of New Elroy Air Series A Preferred Stock will be entitled to receive out of the available proceeds,\nbefore any distribution is made to holders of common stock or any other junior securities of New Elroy Air, an amount per share equal\nto 100% of the Accrued Value on each share of New Elroy Air Series A Preferred Stock. Thereafter, the holders of New Elroy Air Series\nA Preferred Stock will be entitled to receive their pro-rata share of the remaining available proceeds available for distribution to stockholders,\non an as-converted to common stock basis.\n\n \n\n*Protective Provisions*: For as long as\nat least 20% of the shares of New Elroy Air Series A Preferred Stock issued as of the Closing are outstanding, New Elroy Air will not,\nwithout the affirmative vote or action by written consent of holders of more than 50% of the issued and outstanding shares of New Elroy\nAir Series A Preferred Stock, which must include Inflection Point Asset Management LLC or its affiliates, to the extent such holders\nthen hold New Elroy Air Series A Preferred Stock (the “Required Holders”), take any of the following actions: (i)\nliquidate, dissolve or wind up the affairs of New Elroy Air; (ii) amend, alter, or repeal any provision of the certificate of incorporation,\nbylaws, Certificate of Designation or any similar document of New Elroy Air in a manner adverse to the New Elroy Air Series A Preferred\nStock; (iii) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security\nunless such security ranks junior to the New Elroy Air Series A Preferred Stock with respect to its rights, preferences and privileges,\nor increase the authorized number of shares of New Elroy Air Series A Preferred Stock; (iv) purchase or redeem or pay any cash dividend\non any capital stock ranking junior to the New Elroy Air Series A Preferred Stock prior to payment of such cash dividend on the New Elroy\nAir Series A Preferred Stock or purchase or redeem any capital stock ranking junior to the New Elroy Air Series A Preferred Stock, other\nthan stock repurchased at cost from former employees and consultants in connection with the cessation of their service; (v) enter into\nany transaction with an affiliate, other than the issuance of equity or awards to eligible participants under New Elroy Air’s incentive\nplan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive\nofficers of New Elroy Air, in each case regardless of whether such person (or such person’s affiliates) would be considered an\naffiliate of New Elroy Air; or (vi) incur or guarantee any indebtedness, other than equipment leases or trade payables incurred in the\nordinary course of business; provided, however, that the New Elroy Air Series A Preferred Stock will not be considered indebtedness for\npurposes of this calculation.\n\n \n\n8\n\n \n\n*Conversion*: Each share of New Elroy Air\nSeries A Preferred Stock will be convertible into New Elroy Air Common Stock at any time at the option of the holder at a rate equal to\nthe Accrued Value, divided by the then-applicable conversion price. The conversion price will initially be $12.00, subject to adjustments\nfor stock dividends, splits, combinations and similar events and full-ratchet anti-dilution adjustments, including with respect to future\nissuances or sales of New Elroy Air Common Stock at prices less than the conversion price then in effect. In addition, if the 20-day volume-weighted\naverage price of the New Elroy Air Common Stock on the twenty-first trading day following the date that is six months after the Closing\nDate is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted\naverage price and (ii) $5.00.\n\n \n\n*Put Rights*: Unless prohibited by applicable\nlaw governing distributions to stockholders, the New Elroy Air Series A Preferred Stock will be redeemable at the option of the Required\nHolders commencing any time after the 5th anniversary of the Closing at a price equal to the Accrued Value.\n\n \n\n*Call Rights*: Unless prohibited by applicable\nlaw governing distributions to stockholders, subject to the conditions set forth in the Certificate of Designation, the New Elroy Air\nSeries A Preferred Stock will be redeemable at the option of New Elroy Air commencing any time:\n\n \n\n(A)prior to the first anniversary of the Closing at a price equal to the greater of (i) 150% of the Accrued\nValue (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series\nA Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate\nof conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination\nthereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock\non the principal trading market on the applicable date of redemption);\n\n \n\n(B)on or after the first anniversary but prior to the second anniversary of the Closing at a price equal\nto the greater of (i) 140% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable\nhad all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption\nbased on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy\nAir Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such\nshares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);\n\n \n\n(C)on or after the second anniversary of the Closing but prior to the third anniversary of the Closing at\na price equal to the greater of (i) 130% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would\nhave been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately\nprior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash\nor shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the\nclosing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);\n\n \n\n(D)on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing at\na price equal to the greater of (i) 120% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would\nhave been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately\nprior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash\nor shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the\nclosing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);\n\n \n\n(E)on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing at\na price equal to the greater of (i) 110% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would\nhave been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately\nprior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash\nor shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the\nclosing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption); or\n\n \n\n(F)on or after the fifth anniversary of the Closing at a price\nequal to the greater of (i) 100% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been\npayable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to\nsuch redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares\nof New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing\nprice of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption).\n\n \n\n*Voting*: The New Elroy Air Series A Preferred Stock will vote together with\nthe New Elroy Air Common Stock as a single class, except as required by law and as noted above under “*Protective Provisions*.”\nEach holder of New Elroy Air Series A Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares\nof New Elroy Air Common Stock into which the shares of New Elroy Air Series A Preferred Stock held by such holder are convertible as of\nthe record date for determining stockholders entitled to vote on such matter.\n\n \n\n9\n\n \n\n \n\n*Series A Preferred Investor Warrants*:\nAt the closing of the PIPE Investment, the Series A Preferred Stock\nInvestor will receive a Series A Preferred Investor Warrant to purchase up to 9,803,922 shares of New Elroy Air Common Stock. The Series\nA Preferred Investor Warrants will be immediately exercisable upon issuance at Closing and will expire five years from the date of Closing.\nThe Series A Preferred Investor Warrants include customary cash and cashless exercise provisions. Each Series A Preferred Investor Warrant\nis initially exercisable at $12.00 per share of New Elroy Air Common Stock, subject to the same anti-dilution and other adjustments as\nthe New Elroy Air Series A Preferred Stock.\n\n \n\nThe foregoing description of the Series A Preferred\nStock Investment is subject to and qualified in its entirety by reference to (i) the full text of the Series A SPA, a copy of the form\nof which is included as Exhibit 10.6 to this Current Report on Form 8-K, (ii) the full text of the form of Certificate of Designation,\na copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and (iii) the full text of the form of Series A Preferred\nInvestor Warrant, a copy of the form of which is attached as Exhibit 4.1 to this Current Report on Form 8-K, and the terms of each of\nwhich are incorporated herein by reference."}