Material Agreement Form 8 K

Item 1.01. Entry into Material Definitive Agreement.

On September 27, 2024, we entered into an Amended and Restated Delayed Draw Term Note (the "Amended Note") with Air T, Inc. (the "Lender") pursuant to which the Lender has agreed to advance up to an additional $1.0 million from time to time until August 15, 2026, but not on a revolving basis. The Amended Note provides for total borrowing of up to $3.5 million to fund the Company's operations. As previously disclosed, amounts outstanding under the Amended Note bear interest at a fixed rate of 8.0%, which may be increased by 3.0% upon certain events of default. The Amended Note remains scheduled to mature and all principal and accrued but unpaid interest will become due on August 15, 2029, subject to the Lender's right to demand payment on or after February 15, 2026. No closing or origination fees will be paid to the Lender.

The Lender beneficially owns greater than 10% of our outstanding Common Stock and is a member of a group of stockholders that collectively owns approximately 40% of our outstanding common stock. Additionally, our current director and Co-Chief Executive Officer, Mark R. Jundt, serves as General Counsel and Corporate Secretary of the Lender, current director and Co-Chief Executive Officer, Daniel C. Philp, serves as Senior Vice President of Corporate development at the Lender, and current director, Nicholas J. Swenson, serves as President and Chief Executive Officer of the Lender and is himself a member of the stockholder group. The entry into the Amended Note was again approved in advance by the Audit Committee of our Board of Directors in accordance with our Related Person Transaction Approval Policy and by a vote of solely independent directors who have no relationship with the Lender.

The foregoing description of the material terms of the Amended Note is each qualified by the text of the Amended Note, which is filed as Exhibit 10.1 to this Current Report, and incorporated by reference into this Item 1.01.