ATSG expands Amazon Air network with 10 additional 767s; agreement extended to 2029

On May 6, 2024, ATSG and Amazon entered into that certain Amendment to 2016 Investment Agreement and Participation Notice and Acknowledgement (the “ 2016 Investment Agreement Amendment ”), which further amended the 2016 Investment Agreement such that, if ATSG initiates a program to repurchase its common stock and, pursuant to Amazon’s corresponding right under the 2016 Investment Agreement, Amazon elects to sell shares of ATSG common stock to ATSG, the 2016 Investment Agreement Amendment provides that the sale price shall be the volume weighted average price of ATSG’s common stock (“ VWAP ”) for the 30 trading days preceding ATSG’s notice to Amazon of such repurchase program.

On May 6, 2024, Air Transport Services Group, Inc. (“ ATSG ”), through its subsidiary, Airborne Global Solutions, Inc., entered into a Third Amended and Restated Air Transportation Services Agreement (the “ 3rd A&R ATSA ”) with Amazon.com Services LLC (“ ASL ”), a subsidiary of Amazon.com, Inc. (“ Amazon ”), effective on May 6, 2024, pursuant to which ATSG, through its subsidiary air carriers, will sublease and operate 10 additional Boeing 767 freighter aircraft to be provided by ASL, with the potential to add up to 10 additional Boeing 767 freighter aircraft.

On May 6, 2024, ATSG and Amazon entered into that certain amended and restated Warrant-C (the “ A&R Warrant-C ”), which extended the term of the warrant to December 20, 2029.

On May 6, 2024, ATSG and Amazon entered into that certain Supplement and Amendment to 2018 Investment Agreement (the “ 2018 Investment Agreement Amendment ”), which provides for (i) ATSG to issue to Amazon the 2024 Subsequent Warrant (as defined below) concurrent with the entry into the 3 rd A&R ATSA, (ii) ATSG to issue to Amazon the Third Subsequent Warrant (as defined below) in the future, and (iii) additional modifications to the 2018 Investment Agreement, including those regarding updated representations by ATSG, the termination of the 2018 Investment Agreement and underlying warrants in the event a prohibitive legal order is entered, confidentiality, and a provision providing for the right of Amazon to sell shares of ATSG common stock to ATSG in the event that ATSG initiates a program to repurchase its common stock.

On May 6, 2024, ATSG and Amazon entered into that certain Second Amended and Restated Stockholders Agreement (the “ 2 nd A&R Stockholder Agreement ”), which prohibits Amazon (including any person or entity whose beneficial ownership of the shares of ATSG common stock may be aggregated for purposes of Section 13(d) or Section 16 of the Securities Exchange Act of 1934, as amended, and any other applicable U.S. Securities and Exchange Commission regulations (collectively, the “ Attribution Parties ”)) from acquiring shares of ATSG common stock (including through the exercise of warrants) to the extent such acquisition would result in Amazon and its Attribution Parties collectively holding more than 39.999% of the issued and outstanding shares of ATSG common stock (the “ Ownership Limit ”).