Exhibit 10.4


 


COMPANY SUPPORT
AGREEMENT


 


This
COMPANY SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 11, 2022, by and among
Horizon Acquisition Corporation II, a Cayman Islands exempted company (“SPAC”), Flexjet, Inc., a Delaware corporation
(“Flexjet”), Epic Aero, Inc., a Delaware corporation (“Epic”, and, together with
Flexjet, the “Target Companies”) and the undersigned, a stockholder of Epic (“Stockholder”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).


 


WHEREAS,
SPAC is a blank check company incorporated as a Cayman Islands exempted company organized for the purpose of effecting a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more operating businesses
(the “Business Combination”);


 


WHEREAS,
concurrently with the execution of this Agreement, SPAC, OTH Merger Sub 1, LLC, a Delaware limited liability company and a wholly-owned
subsidiary of SPAC (“Merger Sub 1”) and the other parties thereto (including Flexjet and Epic) are entering
into a Business Combination Agreement (as amended, restated, modified, supplemented or waived from time to time, the “BCA”);
and


 


WHEREAS,
as an inducement to SPAC and Merger Sub 1 to enter into the BCA and to consummate the transactions contemplated therein, the parties
hereto desire to agree to certain matters as set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.               
New Shares. If, between the date of this Agreement and the Closing, (a) any shares
of Epic Common Stock, Epic Preferred Stock, Company Common Stock or Company Preferred Stock or other equity interests of Epic or the
Company are issued to Stockholder, or the outstanding shares of Epic Common Stock, Epic Preferred Stock, Company Common Stock or Company
Preferred Stock, in each case owned by Stockholder shall have been changed into a different
number of shares or a different class or rate, by reason of any dividend, subdivision, reclassification, recapitalization, split, combination
or exchange, or any similar event (including, for the avoidance of doubt, any shares or other equity interests of Epic or the Company
converted or received in connection with the Pre-Closing Reorganization), (b) Stockholder purchases or otherwise acquires record or beneficial
ownership of any shares of Epic Common Stock, Epic Preferred Stock, Company Common Stock or Company Preferred Stock or other equity interests
of Epic or the Company or (c) Stockholder acquires the right to vote or share in the voting of any shares of Epic Common Stock, Epic
Preferred Stock, Company Common Stock or Company Preferred Stock or other equity interests of Epic or the Company (such shares of Epic
Common Stock, Epic Preferred Stock, Company Common Stock or Company Preferred Stock or other equity interests of Epic or the Company
owned, issued, purchased or acquired by Stockholder as described in the foregoing clauses (a), (b) or (c), collectively
 “New Securities”), then such New Securities owned, issued, acquired or purchased by Stockholder shall become
Stockholder Securities (as defined in Section 3(a) below) for all intents and purposes of this Agreement from and after the date
of such acquisition or purchase.


 






     


     


    

 


2.               
No Transfer. During the period commencing on the date hereof and ending on the date
on which this Agreement terminates in accordance with Section 6, except as expressly contemplated by the BCA and the Pre-Closing
Reorganization, Stockholder shall not, directly or indirectly, (i) sell, offer to sell, contract
or agree to sell, hypothecate, pledge, assign, transfer (including by operation of law), place a lien on, grant any option to purchase,
distribute, dispose of or otherwise encumber, or agree to do any of the foregoing (collectively, a “Transfer”),
file (or participate in the filing of) a registration statement with the SEC (other than the Proxy Statement/Prospectus or Registration
Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning
of Section 16 of the Exchange Act, with respect to any shares of Epic Common Stock, Epic Preferred Stock, Company Common Stock or Company
Preferred Stock or other equity interests of Epic or the Company owned by Stockholder, including the Stockholder Securities, (ii) enter
into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment,
transfer (including by operation of law) or other disposition of any shares of Epic Common Stock, Epic Preferred Stock, Company Common
Stock or Company Preferred Stock or other equity interests of Epic or the Company owned by Stockholder, including the Stockholder Securities,
(iii) engage in any swap, hedging or other arrangement that is designed to, or which would (either alone or in connection with one or
more developments or events (including the satisfaction or waiver of any conditions precedent)), lead to or result in a sale, disposition
or transfer to another Person, in whole or in part, any of the economic consequences of ownership of any shares of Epic Common Stock,
Epic Preferred Stock, Company Common Stock or Company Preferred Stock or other equity interests of Epic or the Company owned by Stockholder,
including the Stockholder Securities, (iv) take any action that would prevent or materially delay the performance of its obligations
hereunder or (v) announce any intention to effect any transaction specified in clause (i) through (iv); provided, however,
that Transfers of Stockholder Securities by Stockholder to any Affiliate of Stockholder are permitted if, as a precondition to such Transfer,
the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Target Companies, to assume all of the
obligations of Stockholder under, and be bound by all of the terms of, this Agreement with respect to the Stockholder Securities subject
to such Transfer; provided, further, that any Transfer permitted under this Section 2 shall not relieve Stockholder
of its obligations under this Agreement. Stockholder agrees not to, directly or indirectly, deposit any of the Stockholder Securities
in a voting trust, enter into a voting trust, grant any proxy or power of attorney with respect to any Stockholder Securities or subject
any of the Stockholder Securities to any arrangement with respect to the voting of such Stockholder Securities other than this Agreement.
Any transfer or attempted transfer of Stockholder Securities or other equity interests of Epic or the Company owned by Stockholder in
violation of this Section 2 shall be, to the fullest extent permitted by applicable Law, null and void ab initio. Stockholder
agrees that prior to the Termination Date, it shall not request that Epic or the Company register the Transfer (book entry or otherwise)
of any of the Stockholder Securities if such Transfer is not permitted by this Agreement.


 


3.               
Representations and Warranties. Stockholder hereby represents and warrants
to SPAC and the Target Companies as follows:


 


(a)             
Stockholder owns of record and beneficially, free and clear of all Liens (other than
transfer restrictions under applicable securities Laws and Epic’s Organizational Documents), such number of shares of Epic Common
Stock and Epic Preferred Stock as set forth on Stockholder’s signature page (collectively, together with any New Securities owned,
issued, acquired or purchased by Stockholder between the date of this Agreement and the Closing
(including, for the avoidance of doubt, any New Securities to be issued to Stockholder in connection with the Pre-Closing Reorganization),
the “Stockholder Securities”). Stockholder has the sole voting power with respect to the Stockholder Securities.
The Stockholder Securities are the only equity securities in Epic or the Company owned of record or beneficially by Stockholder, and
none of the Stockholder Securities are subject to any proxy, voting trust or other agreement or arrangement with respect to the voting
of the Stockholder Securities, except as provided hereunder or as set forth in Epic’s Organizational Documents or that certain
Third Amended and Restated Stockholders’ Agreement, dated March 12, 2021, by and among Epic and the other parties thereto (as may
be amended from time to time). Except as contemplated by the Pre-Closing Reorganization,
Stockholder does not hold or own any rights to acquire (directly or indirectly) any equity interests


 




     


     


    

of Epic
or the Company or any equity securities convertible into, or which can be exchanged for, equity securities of Epic or the Company.


 


(b)            
If Stockholder is a corporation, limited liability company, partnership, trust, proprietorship or other legal entity, it has all
requisite power and authority (or, if Stockholder is a natural person, Stockholder has the legal capacity) to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and to perform all of its obligations hereunder. The execution and delivery
of this Agreement have been, and the consummation of the transactions contemplated hereby has been, duly authorized by all requisite
action by Stockholder. This Agreement has been duly and validly executed and delivered by Stockholder and, assuming this Agreement has
been duly authorized, executed and delivered by the other parties hereto, this Agreement constitutes, and upon its execution will constitute,
a legal, valid and binding obligation of Stockholder enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency and other similar Laws affecting the enforceability of creditors’ rights generally, general equitable principles and
the discretion of courts in granting equitable remedies. If Stockholder is a corporation, limited liability company, partnership, trust,
proprietorship or other legal entity, the Person signing this Agreement has full power and authority to enter into this Agreement on
behalf of Stockholder.


 


(c)             
There are no Actions pending against Stockholder, or, to the knowledge of Stockholder, threatened against Stockholder, by or before
(or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, that would, in any manner,
reasonably be expected to challenge or seek to enjoin, alter or materially delay the performance by Stockholder of its obligations under
this Agreement.


 


(d)            
The execution and delivery of this Agreement by Stockholder does
not, and the performance by Stockholder of its obligations hereunder will not, (i) to
the extent Stockholder is a corporation, limited liability company, partnership, trust, proprietorship or other legal entity,
conflict with or result in a violation of the Organizational Documents of Stockholder or
(ii) require any consent or approval that has not been given or other action that has not been taken by any Person (including under any
Contract binding upon Stockholder or the Stockholder Securities),
in each case, to the extent such consent, approval or other action would reasonably be expected to prevent, enjoin or materially delay
the performance by Stockholder of its obligations under this Agreement.


 


(e)             
No broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission
in connection with the transactions contemplated by the BCA based upon arrangements made by Stockholder, for which SPAC, the Target Companies
or any of their respective Affiliates may become liable.


 


(f)             
Stockholder understands and acknowledges that each of SPAC and the Target Companies is entering
into the BCA in reliance upon Stockholder’s
execution and delivery of this Agreement. 


 


4.               
Stockholder Agreements. Unless and until this Agreement is terminated in accordance with Section 6, Stockholder
hereby unconditionally and irrevocably agrees:


 


(a)             
at any meeting of the stockholders of Epic or the Company (including any adjournment thereof), or in any other circumstance in
which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including in
any action by written resolution of the stockholders of Epic or the Company, to be present in person or by proxy (in the case of any
meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment or pursuant
to such action, all Stockholder Securities entitled to vote thereon in favor of, and to adopt and approve, the BCA and the transactions
contemplated thereunder;


 






     


     


    

 


(b)            
at any meeting of the stockholders of Epic or the Company (including any adjournment thereof ), or in any other circumstance in
which the vote, consent or other approval of the stockholders or other equity holders of Epic or the Company is sought, including in
any action by written resolution of the stockholders of Epic or the Company, to be present in person or by proxy (in the case of any
meeting or adjournment) and vote or provide consent to, or cause to be voted or consented to at such meeting, adjournment, or pursuant
to such action, all Stockholder Securities entitled to vote thereon against, and withhold consent with respect to (i) any Alternative
Proposal or other proposal relating to an Alternative Proposal other than the transactions contemplated under the BCA; (ii) any merger,
consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of Epic
or the Company other than as contemplated under the BCA; (iii) any change in the business, management or board of directors of Epic or
the Company other than as contemplated under the BCA; and (iv) any other action, proposal or agreement that would be reasonably expected
to (1) impede, frustrate, prevent, nullify, interfere with, delay, postpone, adversely affect, be in direct opposition to, or be in direct
competition with, the transactions contemplated under the BCA, in each case, other than the proposal to adjourn or postpone any meeting
of the stockholders or other equity holders of Epic or the Company, if necessary, to permit further solicitation of proxies because there
are not sufficient votes to approve and adopt the transactions contemplated under the BCA, (2) result in a breach of any covenant, representation
or warranty or other obligation or agreement of Epic, the Company, or, before the SPAC Merger, Merger Sub 2 or Flexjet, under the BCA,
(3) result in a breach of any covenant, representation or warranty or other obligation or agreement of Stockholder contained in this
Agreement, (4) result in any of the conditions precedent set forth in Section 9.1 and Section 9.2 of the BCA not being fulfilled or (5)
change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Epic or
the Company, other than as contemplated under the BCA;


 


(c)             
if a meeting is held in respect of the matters set forth in clauses (a) or (b) above, to appear at the meeting, in person or by
proxy, or otherwise cause all of the Stockholder Securities to be counted as present thereat for purposes of establishing a quorum, and,
if action by written resolution is sought in respect of the matters set forth in clauses (a) or (b) above, to execute and deliver a written
consent (or cause a written consent to be executed and delivered) covering all of the Stockholder Securities; and


 


(d)            
to take, or cause to be taken, all reasonable actions and to do, or cause to be done, all things reasonably necessary under applicable
Laws to consummate the Transactions and the other transactions contemplated by the BCA on the terms and subject to the conditions set
forth therein, and not to commit or agree to take any action inconsistent with the foregoing.


 


From
the date hereof until the Termination Date, Stockholder hereby agrees that it shall not commit, agree, or publicly propose any intention
to take any action inconsistent with the foregoing. The obligations of the Stockholder specified in this Section 4 will apply
whether or not the board of directors of Epic or the Company, as applicable, has previously recommended any of the transactions contemplated
by the BCA to the stockholders thereof but changed such recommendations.


 






     


     


    

 


5.               
Other Covenants.


 


(a)             
 Stockholder hereby acknowledges that it has read the BCA and this Agreement and has had the opportunity to consult with its tax
and legal advisors. From the date hereof until the Termination Date, Stockholder hereby agrees to be bound by and subject to (i) Section
8.3 (Support of the Transaction) and Section 11.14 (Publicity) of the BCA, and any relevant definitions contained in such
Sections, to the same extent as such provisions apply to the parties to the BCA, as if Stockholder is directly a party thereto, and (ii)
Section 6.5 (Acquisition Proposals) of the BCA, and any relevant definitions contained in such Sections, to the same extent as
such provisions apply to the Target Companies (but for the avoidance of doubt, without expanding the definition of “Alternative
Proposal”), as if Stockholder is directly a party thereto and, for the avoidance of doubt, for purposes of this Section 5(a),
each reference to “Target Companies” contained in Section 6.5 of the BCA (other than Section 6.5(b)) shall be deemed to also
refer to Stockholder.


 


(b)            
To the extent Stockholder is to be a party to the Registration Rights Agreement, on the Closing Date, Stockholder shall deliver
to Flexjet a duly executed copy of the Registration Rights Agreement, in substantially the form attached as Exhibit C to the BCA.


 


(c)             
To the extent Stockholder is to be a party to the Stockholders Agreement, on the Closing Date, Stockholder shall deliver to Flexjet
a duly executed copy of the Stockholders Agreement, in substantially the form attached as Exhibit D to the BCA.


 


(d)            
Stockholder acknowledges and agrees that SPAC and Merger Sub 1 are entering into the BCA in reliance upon Stockholder entering
into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and
obligations contained in this Agreement and but for Stockholder entering into this Agreement and agreeing to be bound by, and perform,
or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, SPAC and Merger Sub 1
would not have entered into, or agreed to consummate the transactions contemplated by, the BCA.


 


(e)             
During the period commencing on the date hereof and ending on the earlier of the consummation of the Closing and the termination
of the BCA pursuant to Article X thereof, Stockholder shall not modify or amend any Contract between or among Stockholder or any Affiliate
of Stockholder (other than the Target Companies or any of their Subsidiaries), on the one hand, and any Target Company or any of its
respective Subsidiaries, on the other hand, in any manner that any Target Company is prohibited from modifying or amending any such Contract
under the BCA without the prior written consent of SPAC, without Stockholder first obtaining the prior written consent of SPAC.


 


6.               
Termination. This Agreement shall automatically terminate, without any notice or other action by any party hereto,
and have no further force and effect, upon the earliest of (i) the consummation of the Closing, (ii) the valid termination of the BCA
in accordance with its terms, (iii) the dissolution, liquidation or winding up of SPAC or the Target Companies, and (iv) the time this
Agreement is terminated upon the mutual written agreement of SPAC, Stockholder and the Target Companies (the earliest such date under
clause (i), (ii), (iii) and (iv) being referred to herein as the “Termination Date”). Upon termination of this
Agreement, no party shall have any further obligations or liabilities under this Agreement. Notwithstanding the foregoing or anything
to the contrary in this Agreement, the termination of this Agreement pursuant to clauses (ii), (iii) or (iv) of this Section 6
shall not affect any liability on the part of any party hereto for a willful breach of any covenant or agreement set forth in this Agreement
prior to such termination or Fraud, and this Section 6 and Section 10 through (and including) Section 15 (other
than with respect to the application of Section 11.18 of the BCA to apply mutatis mutandis to this Agreement in Section 14)
shall survive any termination of this Agreement.


 






     


     


    

 


7.               
 No Inconsistent Agreement. Stockholder hereby represents and covenants that Stockholder has not entered into, and shall
not enter into, any agreement that would restrict, limit or interfere with the performance of Stockholder’s obligations hereunder.


 


8.               
No Challenges. From the date hereof until the Termination Date, Stockholder agrees not to commence, join in, facilitate,
assist or encourage, and agrees to take all actions within its power necessary to opt out of any class in any class action with respect
to, any claim, derivative or otherwise, against SPAC, Merger Sub 1, the Target Companies or any of their respective successors or directors
(except in any case arising out of the fraud of such parties) (a) challenging the validity of, or seeking to enjoin the operation of,
any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation
or entry into the BCA. Notwithstanding the foregoing, nothing herein shall be deemed to prohibit Stockholder from enforcing Stockholder’s
rights under this Agreement and the other agreements entered into by Stockholder in connection herewith, or otherwise in connection with
the Mergers or the other transactions contemplated by the BCA.


 


9.               
Consent to Disclosure. Stockholder hereby consents to the publication and disclosure in the Proxy Statement/Prospectus
or Registration Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities
authorities, any other documents or communications provided by SPAC or any of the Target Companies to any Governmental Authority or to
securityholders of Epic or the Company) of Stockholder’s identity and beneficial ownership of Stockholder Securities and the nature
of Stockholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed reasonably appropriate
by SPAC or any of the Target Companies, a copy of this Agreement. Stockholder will promptly provide any information reasonably requested
by SPAC or any of the Target Companies for any regulatory application or filing made or approval sought in connection with the transactions
contemplated by the BCA, including any approval or filing specifically set forth in the BCA (including filings with the SEC), except
for any information that is subject to attorney-client privilege or confidentiality obligations (provided, that with respect to any confidentiality
obligations, (a) Stockholder will use its commercially reasonable efforts to obtain a waiver of any such confidentiality obligations
and (b) Stockholder, SPAC and the Target Companies shall cooperate in good faith to enable disclosure of such information to the maximum
extent possible in a manner that complies with such confidentiality obligations).


 


10.            
Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally,
emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall
be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection
notice, if sent by email, or (iii) three Business Days after the date of mailing to the address below or to such other address or
addresses as such person may hereafter designate by notice given hereunder:


 


if
to SPAC, to:


 


600 Steamboat Road, Suite 200

Greenwich, CT 06830

Attention: General Counsel


with a required copy to (which
copy shall not constitute notice):


Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

Email:               mpollin@sidley.com

Attention:       Myles Pollin


 






     


     


    

 


and


 


Sidley Austin LLP

2021 McKinney Avenue, Suite 2000


Dallas, Texas 75201

Email:             bhowell@sidley.com


rscofield@sidley.com


Attention:     Bill
Howell


Ryan
Scofield


if
to Epic or Flexjet, to:


 


Epic Aero, Inc.


Cuyahoga County Airport


26180 Curtiss Wright Parkway


Cleveland, Ohio 44143


Attention:         Michael
A. Rossi


with a required copy
to (which copy shall not constitute notice):


White &
Case LLP

1221 Avenue of the Americas

New York, NY 10020-1095

Attention:             Joel Rubinstein


Daniel Nussen


Matthew Kautz


Neeta Sahadev


Email:                      joel.rubinstein@whitecase.com


daniel.nussen@whitecase.com


mkautz@whitecase.com


neeta.sahadev@whitecase.com


 


if
to Stockholder, to the address set forth on Stockholder’s signature page hereto.


 


11.            
Counterparts. This Agreement may be executed and delivered in counterparts (including by facsimile or electronic transmission),
each of which shall constitute an original, and all of which when taken together shall constitute one and the same agreement.


 


12.            
Amendment. This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except
upon the execution and delivery of a written agreement executed by the parties hereto.


 


13.            
Assignment and Successors. Except as may be expressly permitted by Section 2,
neither this Agreement nor any rights, interests or obligations hereunder may be assigned without the prior written consent of the non-assigning
parties hereto. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and
permitted assigns.


 


14.            
Miscellaneous. Sections 1.2 (Construction); 11.1 (Trust Account Waiver), 11.9 (Governing Law), 11.15
(Severability), 11.16 (Jurisdiction; Waiver of Jury Trial) and 11.18 (Other Remedies; Specific Enforcement) of the
BCA are incorporated by reference herein and shall apply hereto mutatis mutandis.


 






     


     


    

 


15.            
 Entire Agreement; No Third Party Beneficiaries. This Agreement, together with the BCA, constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written
and oral, among the parties hereto with respect to the subject matter hereof. Nothing expressed or implied in this Agreement is intended
or shall be construed to confer upon or give any Person, other than the parties hereto, any right or remedies under or by reason of this
Agreement; provided, that, notwithstanding the foregoing, from and upon the Company’s execution of a joinder to the BCA,
the Company (a) shall be an intended third party beneficiary of this Agreement and (b) may directly enforce (including by an action for
specific performance, injunctive relief or other equitable relief) this Agreement as though a direct party hereto.


 


* * * * *


 






     


     


    

 


IN
WITNESS WHEREOF, each of the parties has duly executed this Agreement as of the date first written above.


 


	 	HORIZON ACQUISITION CORPORATION II  
	 	 	 
	 	By:	/s/ Todd L. Boehly
	 	Name: 	Todd L. Boehly 
	 	Title:	Chief Executive Officer and Chairman 




 


Signature Page to Company
Support Agreement


 






     


     


    

 


	 	EPIC AERO, INC.  
	 	 	 
	 	By:	/s/ Kenneth C. Ricci
	 	Name: 	Kenneth C. Ricci 
	 	Title:	Chairman and President 
	 	 	 
	 	FLEXJET, INC.  
	 	 	 
	 	By:	/s/ Kenneth C. Ricci 
	 	Name: 	Kenneth C. Ricci  
	 	Title:	Chairman and President 



 


Signature
Page to Company Support Agreement 


 






     


     


    

 


	 	STOCKHOLDER:
	 	 
	 	EPIC PREFERRED HOLDINGS LLC
	 	 
	 	By:	/s/ Todd L. Boehly
	 	Name:	Todd L. Boehly
	 	Title:	Chief Executive Officer






	 	Address:	600 Steamboat Road, Suite 200
	 	 	Greenwich, Connecticut 06830
	 	 	Attention: General Counsel




 


	Number of shares of Epic
    Common Stock:	 	 
	 	 
	Number of shares of Epic Preferred Stock:	7,784.360
	 




 






    


     


    

 


		STOCKHOLDER:
	 	 
	 	EPIC PREFERRED HOLDINGS II LLC
	 	 
	 	By:	/s/ Todd L. Boehly
	 	Name:	Todd L. Boehly
	 	Title:	Chief Executive Officer







	 	Address:	600 Steamboat Road, Suite 200
	 	 	Greenwich, Connecticut 06830
	 	 	Attention: General Counsel




 


	Number of shares of Epic
    Common Stock:	 	 
	 	 
	Number of shares of Epic Preferred Stock:	27,544.337
	 




 






    


     


    

 


		STOCKHOLDER:
	 	 
	 	ELDRIDGE EA HOLDINGS, LLC
	 	 
	 	By:	/s/ Todd L. Boehly
	 	Name:	Todd L. Boehly
	 	Title:	Chief Executive Officer







	 	Address:	600 Steamboat Road, Suite 200
	 	 	Greenwich, Connecticut 06830
	 	 	Attention: General Counsel




 


	Number of shares of Epic
    Common Stock:	 	 
	 	 
	Number of shares of Epic Preferred Stock:	35,797.000	 




 






    


     


    

 








	 	STOCKHOLDER:
	 	 
	 	DIRECTIONAL CAPITAL LLC
	 	 
	 	By:	/s/ Kenneth C. Ricci
	 	Name:	Kenneth C. Ricci
	 	Title:	Manager






	 	Address:	355 Richmond Road
	 	 	Cleveland, Ohio 44143


  





	Number of shares of Epic
    Common Stock:	43,364.405	 
	 	 
	Number of shares of Epic Preferred Stock:	5,318.908	 


 






    


     


    

 








	 	STOCKHOLDER:
	 	 
	 	Kenneth Ricci
	 	 
	 	/s/ Kenneth C. Ricci



 


		Address:	


  





	Number of shares of Epic Common
Stock:	4,521.510	 
	 	 
	Number of shares of Epic Preferred Stock:	N/A	 





  






    


     


    

 








	 	STOCKHOLDER:
	 	 
	 	Michael Rossi
	 	 
	 	/s/ Michael
    Rossi



 


	 	Address:	


  





	Number of shares of Epic Common
Stock:	1,875.000	 
	 	 
	Number of shares of Epic Preferred Stock:	N/A	 






  






    


     


    

 






	 	STOCKHOLDER:
	 	 
	 	RESILIENCE HOLDINGS LLC
	 	 
	 	By:	 /s/ Steven H. Rosen
	 	Name:	Steven H. Rosen
	 	Title:	 Co-President




	 	Address:	25101 Chagrin Boulevard, Suite 350
	 	 	Cleveland, Ohio 44122




 





	Number of shares of Epic Common
Stock:	7,725.420	 
	 	 
	Number of shares of Epic Preferred Stock:	N/A	 





 






    


     


    

 


	 	STOCKHOLDER:
	 	 
	 	RESILIENCE ONESKY HOLDINGS, LLC
	 	 
	 	By: Resilience Capital Partners II (FO) LLC,

its Managing Member
	 	 
	 	By: Resilience Management, LLC,

its Managing Member
	 	 
	 	By:	 /s/ Steven H. Rosen
	 	Name:	Steven H. Rosen
	 	Title:	 Co-CEO




	 	Address:	25101 Chagrin Boulevard, Suite 350
	 	 	Cleveland, Ohio 44122




 





	Number of shares of Epic Common
Stock:	3,228.124	 
	 	 
	Number of shares of Epic Preferred Stock:	N/A	 





 






    


     


    

 



		STOCKHOLDER:
	 	 
	 	RESILIENCE FLIGHT OPTIONS, LLC
	 	 
	 	By: Resilience Management, LLC,

its Managing Member
	 	 
	 	By:	 /s/ Steven H. Rosen
	 	Name:	Steven H. Rosen
	 	Title:	 Co-CEO




	 	Address:	25101 Chagrin Boulevard, Suite 350
	 	 	Cleveland, Ohio 44122




 





	Number of shares of Epic Common
Stock:	5,020.070	 
	 	 
	Number of shares of Epic Preferred Stock:	N/A	 





 






    


     


    

 



		STOCKHOLDER:
	 	 
	 	THE RESILIENCE FUND II ANNEX, L.P.
	 	 
	 	By: its general partner

Resilience Capital Partners II Annex, LLC
	 	 
	 	By:	 /s/ Steven H. Rosen
	 	Name:	Steven H. Rosen
	 	Title:	 Managing Member





	 	Address:	25101 Chagrin Boulevard, Suite 350
	 	 	Cleveland, Ohio 44122




 





	Number of shares of Epic Common
Stock:	11,566.620	 
	 	 
	Number of shares of Epic Preferred Stock:	N/A