Exhibit 10.2


 


VOTING SUPPORT AGREEMENT


 


VOTING SUPPORT AGREEMENT, dated as of May 17, 2022
(this “Agreement”), by and among TUSCAN HOLDINGS CORP. II, a Delaware corporation (“Tuscan”), and
each of the members of Surf Air Global Limited, a company formed under the laws of the British Virgin Islands (the “Company”)
whose names appear on the signature pages of this Agreement (each, a “Shareholder” and, collectively, the “Shareholders”).


 


WHEREAS, Tuscan, the Company, Surf Air Mobility
Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Parentco”), THCA Merger Sub Inc., a Delaware
corporation and wholly-owned subsidiary of Parentco (“Merger Sub I”), and SAGL Merger Sub Limited, a corporation formed
under the laws of the British Virgin Islands and wholly-owned subsidiary of Parentco (“Merger Sub II”) propose to enter
into, concurrently herewith, a business combination agreement (the “BCA”; capitalized terms used but not defined in
this Agreement shall have the meanings ascribed to them in the BCA), a copy of which has been made available to each Shareholder, which
provides, among other things, that, upon the terms and subject to the conditions thereof, Tuscan, the Company, Merger Sub I and Merger
Sub II shall enter into a business combination pursuant to which, inter alia, Merger Sub I will merge with and into Tuscan, with
Tuscan surviving the First Merger as a wholly-owned subsidiary of Parentco and Merger Sub II will merge with and into the Company (the
“Second Merger”), with the Company surviving the Second Merger as a wholly-owned Subsidiary of Parentco;


 


WHEREAS, as of the date hereof, each Shareholder
owns of record or beneficially the number of Company Shares and/or Company Preferred Shares as set forth opposite such Shareholder’s
name on Exhibit A hereto (all such Company Shares, Company Preferred Shares or other Company securities of which ownership of record
or the power to vote is now held or hereafter acquired by the Shareholders prior to the termination of this Agreement and any Company
Shares or Company Preferred Shares issuable upon the conversion, exercise or exchange of Company securities, being referred to herein
as the “Shares”);


 


WHEREAS, the Company Board has provided
the Company Board Recommendation; and


 


WHEREAS, in order to induce Tuscan, to enter
into the BCA, the Shareholders are executing and delivering this Agreement to Tuscan.


 



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NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby
agree as follows:


 


1. Agreement
to Vote. Each Shareholder, by this Agreement, solely with respect to such Shareholder’s Shares and in such Shareholder’s
capacity as a member of the Company, severally and not jointly, hereby agrees (and agrees to execute such documents or certificates evidencing
such agreement as Tuscan may reasonably request in connection therewith), if (and only if) each of the Approval Conditions shall have
been met, to vote, in person, by proxy or voting card (and to be counted as present thereat for purposes of calculating a quorum), at
any meeting of the shareholders of the Company (including any adjournment or postponement thereof), and in any action by written consent
of the shareholders of the Company, all of such Shareholder’s Shares (a) in favor of the approval and adoption of the BCA, the Transaction
Documents, and the transactions contemplated by the BCA and the Transaction Documents (including, without limitation, the Second Merger),
(b) in favor of the Company Proposals, (c) in favor of terminating the Company Shareholders Agreement to which such Shareholder is a party,
effective as of the Second Effective Term, (d) in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders
of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there
are not sufficient votes for approval of any such matters on the date on which the meeting is held, (e) in favor of effecting the mandatory
conversion of each issued and outstanding Company Preferred Share into Ordinary Shares in accordance with the Company’s organizational
documents, with such conversion to be subject to and conditioned upon the Closing of the Transactions and deemed effective as of immediately
prior to Closing and (f) against any action, agreement or transaction (other than the BCA or the transactions contemplated thereby) or
proposal that would reasonably be expected to (i) prevent, impede, materially delay, or adversely affect in any material respect the transactions
contemplated by the BCA or any Transaction Document, (ii) result in the failure of the transactions contemplated by the BCA to be consummated
or (iii) amend or modify the Company’s Certificate of Incorporation or Bylaws that would change the voting rights or the number
of votes required to approve any proposal, including the vote required to adopt the BCA. Each Shareholder acknowledges receipt and review
of a copy of the BCA. For purposes of this Agreement, “Approval Conditions” shall mean there shall not have been any
amendment or modification to the Merger Consideration payable under the BCA to the Shareholders, including any reduction in, or changing
the form of, the Merger Consideration. Each Shareholder shall duly execute and deliver to the Company any action by written consent requested
by the Company pursuant to this Section 1 as promptly as practicable following such request and receipt of the Company Board Recommendation,
and in any event within ten (10) Business Days after the Registration Statement is declared effective by the SEC. Each Shareholder agrees
that, following delivery of any such consent, such Stockholder will not take any action to withdraw, modify, revoke or otherwise challenge
the effectiveness of such written consent except in the event that any of the Approval Conditions are no longer satisfied.


 


2. Transfer
of Shares; Additional Shares. Each Shareholder, severally and not jointly, agrees that it shall not, directly or indirectly, (a) sell,
assign, transfer (including by operation of law), permit the creation of any lien, pledge, dispose of or otherwise encumber any of the
Shares or otherwise agree to do any of the foregoing (any such action, a “Transfer”) (unless the transferee agrees
to be bound by this Agreement pursuant to a joinder agreement reasonably acceptable to Tuscan), (b) deposit any Shares into a voting trust
or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with
this Agreement, (c) 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 (unless the transferee agrees to be bound
by this Agreement pursuant to a joinder agreement reasonably acceptable to Tuscan), or (d) take any action that would have the effect
of preventing or disabling the Shareholder from performing its obligations hereunder. During the period commencing on the date hereof
and ending on the earlier to occur of (a) the Effective Time (as defined in the BCA), and (b) such date and time as the BCA shall be terminated,
in the event that, (i) any shares of Company capital stock or other equity securities of Company are issued to the Shareholder after the
date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Company
securities owned by the Shareholder, (ii) the Shareholder purchases or otherwise acquires beneficial ownership of any shares of Company
capital stock or other equity securities of Company after the date of this Agreement, or (iii) the Shareholder acquires the right to vote
or share in the voting of any Company capital stock or other equity securities of Company after the date of this Agreement (such Company
capital stock or other equity securities of the Company, collectively the “New Securities”), then such New Securities acquired
or purchased by the Shareholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Shareholder
Shares as of the date hereof.


 






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3. No
Solicitation of Transactions. Subject to Section 7(n), each Shareholder, severally and not jointly, agrees that such Shareholder
shall (a) be deemed a Representative of the Company solely for purposes of Section 6.06(a) of the BCA and (b) not, directly or indirectly,
including through any Representative of such Shareholder, take any action in violation of Section 6.06(a) of the BCA (including any action
which the Company is obligated pursuant to Section 6.06(a) of the BCA to instruct its Representatives to cease or not to take).


 


4. Representations
and Warranties. Each Shareholder, severally and not jointly, represents and warrants to Tuscan as follows:


 


(a) The execution, delivery and performance by
such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby do not and will not
(i) conflict with or violate any United States or non-United States statute, law, ordinance, regulation, rule, code, executive order,
injunction, judgment, decree or other order applicable to such Shareholder, (ii) require any consent, approval or authorization of, declaration,
filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares or (iv) if the
Shareholder is not a natural person, conflict with or result in a breach of or constitute a default under any provision of such Shareholder’s
Organizational Documents.


 


(b) Such Shareholder owns of record and has good,
valid and marketable title to the Shares set forth opposite the Shareholder’s name on Exhibit A free and clear of any Lien
(other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the Organizational Documents of the
Company or such Shareholder) and has the sole power (as currently in effect) to vote and full right, power and authority to sell, transfer
and deliver such Shares, and such Shareholder does not own, directly or indirectly, any Shares that are not reflected on Exhibit A.


 


(c) Such Shareholder has the power, authority
and capacity to execute, deliver and perform this Agreement. If such Shareholder is an entity, it is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization. This Agreement has been duly authorized, executed and delivered
by such Shareholder and, assuming due authorization, execution and delivery by the other parties hereto, as applicable, each constitutes
a valid and binding obligations of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditor’s rights generally and
general principles of equity.


 



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5. 
Terminated Agreements. Each Shareholder hereby terminates (for itself and on behalf of each of its Affiliates) all of the agreements,
if any, between itself or any of its Affiliates and the Company or any Company Subsidiary that are set forth on Exhibit B (the “Terminated
Agreements”), effective as of, or immediately prior to, the Closing and shall execute the termination acknowledgement attached
to this Agreement. Upon such termination, the Terminated Agreements shall be of no further force and effect, and none of the parties thereto
shall have any further rights or obligations thereunder. Each Shareholder shall take, or cause to be taken, such other actions as may
be necessary to effect the foregoing.


 


6. Termination.
This Agreement and the obligations of the Shareholders under this Agreement shall automatically terminate upon the earliest of (a) the
Closing (provided that, notwithstanding the foregoing, the provisions of Section 5 and Section 7 shall survive the
Closing); (b) the termination of the BCA in accordance with its terms; and (c) the mutual agreement of Tuscan and Shareholders holding
a majority in interest of the Shares held by all Shareholders. Upon termination or expiration of this Agreement, no party shall have any
further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any
party from liability for any willful breach of this Agreement occurring prior to termination; provided, further, that the
provisions set forth in this Section 6 and Section 7 (other than Section 7(r)) shall survive the termination of this Agreement.


 


7. Miscellaneous.


 


(a) Except as otherwise provided herein or in
any Transaction Document, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby are consummated.


 


(b) All notices, requests, claims, demands and
other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery
in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties
at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section
7(b)):


 


If to Tuscan, to it at:


 


Tuscan Holdings Corp. II

135 E. 57th St.

New York, NY 10023

Attention: Stephen Vogel

Email: Stephen@tuscanholdings.com


 


with copies (which shall not constitute effective notice)
to:


 


Graubard Miller

The Chrysler Building

405 Lexington Ave., 11th Fl.

New York, NY 10174

Attention: David Alan Miller / Jeffrey M. Gallant

Email: dmiller@graubard.com / jgallant@graubard.com


 



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If to Company, to it at:


 


Surf Air Global Limited

Attention: General Counsel

Email: legalnotices@surfair.com


 


and


 


Surf Air Mobility Inc.

12111 S. Crenshaw Blvd

Hawthorne, CA 90250


Attention: General Counsel

Email: legalnotices@surfair.com


 


with copies (which shall not constitute effective
notice) to:


 


O’Melveny & Myers

2 Embarcadero Center, 27th Floor

San Francisco, CA 94111

Attention: Noah Kornblith

Email: nkornblith@omm.com


 


If to a Shareholder, to the address set forth for
such Shareholder on the signature page hereof.


 


(c) If any term or other provision of this Agreement
is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any
manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties
as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the
fullest extent possible.


 


(d) This Agreement and the other Transaction Documents
constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings,
both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned
(whether pursuant to a merger, by operation of Law or otherwise).


 


(e) This Agreement shall be binding upon and inure
solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any
other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.


 



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(f) This Agreement shall be governed by, and construed
in accordance with, the Laws of the State of Delaware applicable to contracts executed in and to be performed in that state, except to
the extent (and only to the extent) that the laws of the British Virgin Islands are required to be applied with respect to the obligations
under Section 1 hereof.


 


(g) All actions and proceedings arising out of
or relating to this Agreement shall be heard and determined exclusively in any Delaware Chancery Court, or if such court does not have
subject matter jurisdiction, any state or federal court located in the State of Delaware. The parties hereto hereby (a) submit to the
exclusive jurisdiction of the Delaware Chancery Court for the purpose of any Action arising out of or relating to this Agreement brought
by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any
claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or
the Transactions may not be enforced in or by any of the above-named courts.


 


(h) EACH OF THE PARTIES HERETO HEREBY WAIVES TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH OF THE PARTIES HERETO (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED
TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION 7(h).


 


(i) The parties agree that irreparable damage
would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the parties
shall be entitled to an injunction or injunctions, specific performance, and other equitable relief to prevent breaches of this Agreement
or to enforce specifically the performance of the terms and provisions hereof in the Delaware Chancery Court or, if that court does not
have subject matter jurisdiction, any state or federal court located in the State of Delaware without proof of actual damages or otherwise,
in addition to any other remedy to which they are entitled at Law or in equity. Each of the parties hereby further waives (a) any defense
in any action for specific performance that a remedy at Law would be adequate and (b) any requirement under any Law to post security or
a bond as a prerequisite to obtaining equitable relief.


 


(j) This Agreement may be executed and delivered
(including by facsimile or electronic transmission) in one or more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.


 


(k) Without further consideration, each Shareholder
shall use commercially reasonable efforts to execute and deliver or cause to be executed and delivered such additional documents and instruments
and take all such further action as may be reasonably necessary or desirable by the Company Board to consummate the transactions contemplated
by this Agreement. The Shareholder further agrees not to commence or participate in, and to take all actions necessary to opt out of any
class action with respect to, any action or claim, derivative or otherwise, against the Company, Parentco, Tuscan, Merger Sub I, Merger
Sub II or any of their respective Affiliates, or any of their respective successors and assigns, relating to the negotiation, execution
or delivery of this Agreement, the BCA (including the Merger Consideration) or the consummation of the transactions contemplated hereby
and thereby


 



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(l) This Agreement shall not be effective or binding
upon any Shareholder until such time as the BCA is executed by each of the parties thereto.


 


(m) Nothing contained in this Agreement shall
be deemed to vest in Tuscan any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership
and economic benefits of and relating to the Shares shall remain vested in and belong to each respective Shareholder, and Tuscan shall
not have any authority to direct such Shareholder in the voting or disposition of any of the Shares, except as otherwise expressly provided
herein.


 


(n) Notwithstanding anything herein to the contrary,
the restrictions and covenants of the Shareholders hereunder shall not be binding, and shall have no effect, in any way with respect to
any director or officer of the Company or any of its subsidiaries in such Person’s capacity as such a director or officer, nor shall
any action taken by any such director or officer in his or her capacity as such be deemed a breach by any Shareholder of this Agreement.
Nothing herein will be construed to prohibit, limit or restrict any Shareholder from exercising his fiduciary duties as an officer or
director to the Company or its shareholders. In addition, nothing herein shall be construed to limit or restrict any obligations that
a Shareholder may have as a director or officer of the Company or any of its subsidiaries pursuant to the BCA. Each Shareholder is executing
this Agreement solely in such capacity as a record or beneficial holder of Shares.


 


(o) Notwithstanding anything to the contrary contained
herein, the parties hereto acknowledge and agree that each representation, warranty, covenant, agreement and obligation of any Shareholder
in this Agreement shall be a several representation, warranty, covenant, agreement or obligation (as applicable) of such Shareholder made
solely as to such Shareholder. No Shareholder shall be responsible or liable in any way whatsoever for any representation, warranty, covenant,
agreement or obligation of any other Shareholder in this Agreement.


 


(p) Any provision of this Agreement may be amended
or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement
or, in the case of a waiver, by each party against whom the waiver is to be effective, but such waiver shall not operate as a waiver of,
or estoppel with respect to, any subsequent or other failure.


 


(q) The parties hereto acknowledge and agree that
the provisions of Section 5.03 (Claims Against Trust Fund) of the BCA shall apply to this Agreement and the parties hereto mutatis mutandis.


 



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(r) Shareholder hereby waives, and agrees not
to exercise or assert, if applicable, any appraisal rights, dissenter’s rights or similar rights (whether under the laws of the
British Virgin Islands or other applicable law) in connection with the Second Merger.


 


(s) Effective as of the Closing, each Shareholder
and its respective Affiliates and its respective successors, assigns, executors, heirs, officers, directors, managers, members, partners
and employees (each a “Shareholder Releasor”), hereby irrevocably, knowingly and voluntarily releases, discharges and
forever waives and relinquishes all claims, demands, obligations, liabilities, defenses, affirmative defenses, setoffs, counterclaims,
Actions and causes of action of whatever kind or nature, whether known or unknown, which any of the Shareholder Releasors has, might have
or might assert now or in the future, against Parentco, Tuscan and any of their respective Affiliates and their respective successors,
assigns, officers, directors, managers, partners and employees or any of their respective heirs or executors (in each case in their capacity
as such) (each, a “Parentco Releasee”), arising out of, based upon or resulting from any contract, transaction, event,
circumstance, action, failure to act or occurrence of any sort or type, whether known or unknown, arising from such Shareholder’s
ownership interest in the Company and which occurred, existed or was taken or permitted at or prior to the Closing (collectively, the
“Released Claims”); provided, however, that nothing contained in this Section 7(s) shall release, waive, discharge,
relinquish or otherwise affect the rights or obligations of any party to the extent arising out of this Agreement or the other Transaction
Documents. Each Shareholder shall, and shall cause the other Shareholder Releasors to, refrain from, directly or indirectly, asserting
any claim or demand, or commencing, instituting or causing to be commenced any legal proceeding, of any kind against a Parentco Releasee
based upon any matter released pursuant to this Section 7(s).


 


Without limiting the generality of this Section
7(s), with respect to the Released Claims, each Shareholder, on behalf of itself and each Shareholder Releasor, hereby expressly waives
all rights under Section 1542 of the Civil Code of the State of California (the “California Civil Code”) and any similar
Law or common law principle in any applicable jurisdiction prohibiting or restricting the waiver of unknown claims. Section 1542 of the
California Civil Code reads as follows:


 


“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”


 


Notwithstanding the provisions of Section 1542
of the California Civil Code or any similar Law or common law principle in any applicable jurisdiction, and for the purpose of implementing
a full and complete release and discharge of the Parentco Releasees, each Shareholder, on behalf of itself and each Shareholder Releasor,
expressly acknowledges that the foregoing release is intended to include in its effect all claims which each Shareholder or any Shareholder
Releasor does not know or suspect to exist in his, her or its favor against any of the Parentco Releasees arising from a Released Claim
(including unknown and contingent claims), and that the foregoing release expressly contemplates the extinguishment of all such claims
(except to the extent expressly set forth herein).


 


(t) The Shareholder hereby authorizes the Company
and Tuscan to publish and disclose in any announcement or disclosure to the extent required by law, rule or regulation by the SEC the
Shareholder’s identity and ownership of the Shares and the nature of the Shareholder’s obligations under this Agreement.


 


[signature pages follow]


 




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


 


	 	TUSCAN HOLDINGS CORPORATION II
	 	 	 
	 	By:	/s/ Stephen Vogel
	 	Name:	Stephen Vogel
	 	Title:	Chief Executive  Officer




  


[Signature Page – Voting Support Agreement]


 




     


     


    

 


	 	SHAREHOLDERS:
	 	 
	 	[●]	 
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 
	 	
	 	[●]	 



 








	Notice information:	 
	 	 
	Address:	 
	 	 
	[●]	
	 	 
	[●]	 
	 	 
	Attention: [●]	 
	 	 
	Email: [●]	 
	 	 
	With a copy to (which shall not constitute notice):	 
	 	 
	Address:	 
	 	 
	[●]	 
	 	 
	[●]	 
	 	 
	Attention: [●]	 

         

	Email: [●]	 



 





[Signature Page – Voting Support Agreement]


 



     


     


    

 


Termination Acknowledgement


 


The undersigned hereby consents to the termination of each Terminated
Agreement to which the undersigned or any of its Affiliates is a party, effective in accordance with Section 5. The provisions
of Section 7 (other than Section 7(r) and Section 7(s)) shall apply mutatis mutandis to this consent.


 





	[●]	 	 
	 	 	 
	By:		 
	Name: 	 	 
	Title:	 	 


 


[Signature Page – Voting Support Agreement]