CM OB Hotel Owner, LLC

561-990-2222

5740 Getwell Rd, Ste 5D, Southaven MS 38672

 

 

 

April 24, 2025

To:

[INVESTOR NAME]

 

[ADDRESS1]

 

[ADDRESS2]

 

Delivered via e-mail to: [email]

 

Re:

Side Letter Agreement to Subscription Agreement and Operating Agreement of CM OB Hotel Owner, LLC

Dear [NAME],

 

We, CM OB Hotel MGR, LLC, are pleased to present to you, the undersigned, this side letter in which we both mutually agree to certain additional terms concerning your subscription for equity interests (your “Investment”) in CM OB Hotel Owner, LLC (the “Fund”). This letter serves as a side letter agreement (this “Letter”) between us, the terms of which are agreed to be in addition to, and incident to, that certain Subscription Agreement governing your Investment into the Fund dated effective on or about even date with this Letter (the “Subscription Agreement” and the “Effective Date” respectively) and the execution by the you of that certain Operating Agreement for the Fund, as may be amended from time to time (the “

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EXECUTION VERSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

 

 

Global Crossing Airlines, Inc.

(as Lessee)

 

 

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2503

 

 

Dated June 6, 2025

 

 

 

 

 

 

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

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1

INTERPRETATION.......................................................................................................1

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EXECUTION VERSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

 

 

Global Crossing Airlines, Inc.

(as Lessee)

 

 

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2492

 

 

Dated June 6, 2025

 

 

 

 

 

 

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

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Interpretation.................................................................................................................1

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EXECUTION VERSION

THIS AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT (MSN 2993) (Agreement) is dated, 2025 and made BETWEEN:

(1)

UMB BANK, N.A., a national banking association organized and existing under the laws of the United States of America having its place of business at 6440 S. Millrock Drive, Suite 400, Salt

Lake City, UT 84121, United States, not in its individual capacity but solely as Owner Trustee (Lessor); and

(2)

GLOBAL CROSSING AIRLINES, INC., a company incorporated under the laws of the State of Delaware having its principal place of business at 4200 NW 36th Street Miami International Airport, Bldg. 5A 4'h Floor, Miami, Florida, 33152 (Lessee).

WHEREAS:

(A) By an aircraft lease agreement dated 18 February 2022 (as the same has been amended, novated or supplemented from time to time, the Lease) between Lessor and Lessee, which Lease is further described on Exhibit B attached hereto, Lessor agreed to lease and Lessee agreed to take

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FILE COPY

Exhibit 10.55

 

AIRCRAFT LEASE AMENDMENT AND EXTENSION AGREEMENT

(MSN 3869)

This Lease Amendment and Extension Agreement (MSN 3869), dated as of

, 2025 (this "Amendment"), is between BANK OF UTAH, not in its individual capacity but solely as owner trustee ("Lessor") and GLOBAL CROSSING AIRLINES,

INC. ("Lessee").

 

BACKGROUND

 

A.

Lessor and Lessee are party to that certain Aircraft Operating Lease Agreement dated November 17, 2023, which was recorded by the FAA on November 25, 2024, and assigned Conveyance No. LJ035034 (as novated, amended, supplemented or otherwise modified from time to time, the "Lease"), in respect of one (1) Airbus A321-231 model aircraft bearing manufacturer's serial number 3869 and United States registration mark N-570TA together with two (2) International Aero Engines V2500 engines (as more particularly described in the Lease, the "Aircraft").

 

B.

Lessor and Lessee now wish to amend certain terms and conditions of the Lease as set forth herein.

 

AGREEMENT

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EXECUTION VERSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

 

 

Global Crossing Airlines, Inc.

(as Lessee)

 

 

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2477

 

 

Dated June 6, 2025

 

 

 

 

 

 

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

Page

1

INTERPRETATION.......................................................................................................1

2

…

EXECUTION VERSION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

UMB Bank, N.A., not in its individual capacity but solely as owner trustee

(as Lessor)

 

 

Global Crossing Airlines, Inc.

(as Lessee)

 

 

AIRCRAFT OPERATING LEASE AGREEMENT

in respect of one

Airbus A319-111 Aircraft with manufacturer’s serial number 2481

 

 

Dated June 6, 2025

 

 

 

 

 

 

[COUNTERPART NO. OF [ ] CONSECUTIVELY NUMBERED, MANUALLY EXECUTED COUNTERPARTS. TO THE EXTENT THAT THIS AIRCRAFT OPERATING LEASE AGREEMENT CONSTITUTES CHATTEL PAPER UNDER THE UNIFORM COMMERCIAL CODE IN THE UNITED STATES OF AMERICA OR ANY CORRESPONDING LAW IN ANY FOREIGN JURISDICTION, NO SECURITY INTEREST IN THIS AIRCRAFT OPERATING LEASE AGREEMENT MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HERETO OTHER THAN COUNTERPART NO. 1]

 

 

 

 

 

 

 

 

 

 

 

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TABLE OF CONTENTS

 

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Interpretation.................................................................................................................1

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SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”) is entered into as of the 29 day of October, 2025 (the “Effective Date”) by and between:

 

SYNC CAPITAL LIMITED, a company incorporated in the UK, with registered company number 10519029, with its principal offices at Unit 1 74 Back Church Lane, London, England, E1 1LX (“SYNC”); and Mr. Gope Shyamdas Kundnani, a holder of an Indian passport number T2440944, and whose registered address is 301, Golden SA,AL Mankhool, Al Mankhool, Dubai, United Arab Emirates (“Mr. Kundnani”) (SYNC and Mr. Kundnani collectively hereinafter the “Seller”);

 

and

 

FDCTech Inc., a company incorporated in the USA, with registered company number 81-1265459, with its principal offices at 200 Spectrum Drive, Suite 300, Irvine, 92618, California, USA (the “Buyer”).

 

The Seller and the Buyer are collectively referred to as the “Parties” and individually as a “Party”.

 

RECITALS

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SHARE PURCHASE AGREEMENT

 

This Share Purchase Agreement (this “Agreement”) is entered into as of the 29 day of October, 2025 (the “Effective Date”) by and between:

 

SYNC CAPITAL LIMITED, a company incorporated in the UK, with registered company number 10519029, with its principal offices at Unit 1 74 Back Church Lane, London, England, E1 1LX (“SYNC”); and Mr. Gope Shyamdas Kundnani, a holder of an Indian passport number T2440944, and whose registered address is 301, Golden SA,AL Mankhool, Al Mankhool, Dubai, United Arab Emirates (“Mr. Kundnani”) (SYNC and Mr. Kundnani collectively hereinafter the “Seller”);

 

and

 

FDCTech Inc., a company incorporated in the USA, with registered company number 81-1265459, with its principal offices at 200 Spectrum Drive, Suite 300, Irvine, 92618, California, USA (the “Buyer”).

 

The Seller and the Buyer are collectively referred to as the “Parties” and individually as a “Party”.

 

RECITALS

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RECIPROCAL****CARRIER SERVICES AGREEMENT

entered into between

EZ MOBILE, LLC

and

SPECTRAL CAPITAL CORP.

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EZ Mobile, LLC Reciprocal CSA	Confidentia****l

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Reciprocal Carrier Services Agreement

This Agreement is made and entered into this 15th day of February, 2022, between EZ Mobile, LLC (“EZM”) a limited liability company formed and existing under the laws of the State of New York, with its registered address at 405 RXR Plaza Uniondale, NY 11556 - USA and SPECTRAL CAPITAL CORP (“Company”), a company incorporated and existing under the laws of NEVADA, with its principal offices located at 4500 9th Avenue NE Seattle, WA 98105 (collectively the "Parties" and individually a "Party").

WHEREAS, EZM and Company are providers of international telecommunications Services; and

WHEREAS, EZM desires to procure certain telecommunications Services provided by Company and Company desires to procure certain telecommunications Services provided by EZM.

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RECIPROCAL****CARRIER SERVICES AGREEMENT

entered into between

Sky Data PLL OU

and

Spectral Capital Corp.

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Spectral Capital Corp. Reciprocal CSA	Confidentia****l

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Reciprocal Carrier Services Agreement

This Agreement is made and entered into this 3rd day of January 2022, between SKY DATA PLL OU, (“SKY”) a corporation formed and existing under the laws of Estonia, with its registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Ahtri tn 6a, 10151 and Spectral Capital Corp. (“SCC”), a company incorporated and existing under the laws of Nevada, with its principal offices located at 4500 9th Avenue NE Seattle, WA 98105 (collectively the "Parties" and individually a "Party").

WHEREAS, SCCand SKY are providers of international telecommunications Services; and

WHEREAS, SKYdesires to procure certain telecommunications Services provided by SCC.

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THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $125,190.00 THE ORIGINAL ISSUE DISCOUNT IS $18,190.00

Principal Amount: $125,190.00 Issue Date: December 17, 2025 Purchase Price: $107,000.00

PROMISSORY NOTE

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