Form 8-K

8-K — AIR INDUSTRIES GROUP

Accession: 0001213900-26-076769

Filed: 2026-07-09

Period: 2026-07-02

CIK: 0001009891

SIC: 3728 (AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0297462-8k_airindus.htm (Primary)

EX-2.1 — AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, BY AND AMONG AIR INDUSTRIES GROUP, A NEVADA CORPORATION ("AIR"), TENAX AEROSPACE ACQUISITION, LLC, A DELAWARE LIMITED LIABILITY COMPANY, AND TRANSITORY AIR SUB LLC, A DELAWARE LIMITED (ea029746201ex2-1.htm)

EX-99.1 — PRESS RELEASE OF AIR INDUSTRIES GROUP DATED JULY 9, 2026 (ea029746201ex99-1.htm)

GRAPHIC (ea029746201_ex99-1img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0297462-8k_airindus.htm · Sequence: 1

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0001009891

2026-07-02

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UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d)

of the Securities Exchange

Act of 1934

Date of Report (Date

of earliest event reported): July 2, 2026

Air Industries Group

(Exact name of registrant

as specified in its charter)

Nevada

001-35927

80-0948413

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

1460 Fifth Avenue, Bay Shore, New York

11706

(Address of principal executive offices)

(Zip code)

Registrant’s

telephone number, including area code: (631) 968-5000

Not Applicable

(Former name or former

address, if changed since last report)

Check the appropriate

box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of

the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

AIRI

NYSE American

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated

Agreement and Plan of Merger

On July 2, 2026, Air

Industries Group (“AIR”) entered into an Amended and Restated Agreement and Plan of Merger (the “A&R Merger

Agreement”) with Tenax Aerospace Acquisition, LLC (“Tenax”) and Transitory Air Sub LLC (“Merger

Sub”), which amended and restated the Agreement and Plan of Merger dated February 16, 2026 among AIR, Tenax and Merger Sub,

as amended by Amendment No. 1 thereto, dated as of June 8, 2026 (the “Original Merger Agreement”), in its entirety.

Pursuant to the A&R Merger Agreement, Merger Sub will merge with and into Tenax, with Tenax continuing as the surviving company in

such Merger (the “Merger”) and a wholly-owned subsidiary of AIR. Certain capitalized terms used and not defined herein

have the meanings ascribed thereto in the A&R Merger Agreement.

Pursuant to the terms

and subject to the conditions set forth in the A&R Merger Agreement, AIR will issue 126,900,000 shares of AIR Common Stock (25,380,000

shares after giving effect to the 1 for 5 Reverse Stock Split described herein) (the “Merger Consideration”) to the

holders of the membership interests of Tenax (“Tenax Members”) in connection with the Merger. A portion of the Merger

Consideration allocated in respect of membership interests of Tenax underlying certain Tenax warrants that remain unexercised as of the

Closing, if any, will be reserved by AIR for future issuance upon the exercise of such warrants. The A&R Merger Agreement further

provides that the Debt Adjusted AIR Share Price, as defined therein, shall be $3.05 ($15.25 after giving effect to the 1 for 5 Reverse

Stock Split described herein). Each of the Merger Consideration and the Debt Adjusted AIR Share Price is subject to appropriate and equitable

adjustment in the event of any subdivision, stock dividend or stock split, combination, recapitalization, exchange or reclassification

of AIR Common Stock prior to the Closing (including the 1 for 5 Reverse Stock Split described herein). Following the Closing, the Tenax

Members will collectively own approximately 96% of outstanding AIR Common Stock, and the stockholders of AIR as of immediately prior to

the Closing will collectively own approximately 4% of outstanding AIR Common Stock.

The A&R Merger Agreement

also requires that subsequent to the filing and effectiveness of the AIR Charter Amendment described below, AIR shall cause a certificate

of change to be filed with the Secretary of State of the State of Nevada effecting a reverse stock split of the issued and outstanding

shares of AIR Common Stock at a ratio of one post-split share of AIR Common Stock for every five pre-split shares of AIR Common Stock

while simultaneously reducing the number of authorized shares of AIR Common Stock under the articles of incorporation of AIR (after giving

effect to the AIR Charter Amendment) by a corresponding factor, with any fractional share of AIR Common Stock otherwise resulting from

the split rounded up to the nearest whole share (the “1 for 5 Reverse Stock Split”).

The A&R Merger Agreement

eliminates the post-Closing tender offer contemplated by the Original Merger Agreement, under which AIR would have been required, within

five Business Days following the Closing, to commence a tender offer to purchase up to 1,000,000 shares of AIR Common Stock at a purchase

price equal to the Debt Adjusted AIR Share Price if the volume weighted average price of AIR Common Stock during the 20 Trading Days preceding

the Closing was less than the Debt Adjusted AIR Share Price.

The A&R Merger Agreement

further requires that, promptly following the date of the A&R Merger Agreement, AIR file with the U.S. Securities and Exchange Commission

(the “SEC”) a Registration Statement on Form S-4, which will register the shares of AIR Common Stock to be issued to

the Tenax Members pursuant to the A&R Merger Agreement, and will include a Proxy Statement/Prospectus relating to the Merger, and

the matters to be voted on by the AIR stockholders. Each of AIR and Tenax shall use its reasonable best efforts to cause the Registration

Statement to become effective under the Securities Act as promptly as practicable and to keep the Registration Statement effective for

so long as necessary to consummate the Merger.

Tenax has agreed that

at the Closing, Tenax or one of its Affiliates will pay or cause to be paid the indebtedness of AIR due to Webster Bank and Michael and

Robert Taglich, directors of AIR, in satisfaction of certain subordinated notes.

The A&R Merger Agreement

contains customary representations and warranties of the parties, in each case generally subject to customary materiality and other qualifiers,

and customary pre-Closing covenants of the parties, including covenants requiring both AIR and Tenax to use reasonable best efforts to

(a) conduct their respective businesses in all material respects in the ordinary course consistent with past practice and refrain from

taking certain types of actions without the other party’s consent (not to be unreasonably withheld, delayed or conditioned), subject

to certain exceptions, and (b) obtain all required regulatory approvals and clearances and consummate the Transactions, subject to certain

exceptions and limitations.

Under the A&R Merger

Agreement, each of AIR and Tenax is subject to customary “no-shop” provisions that restrict AIR and Tenax’s

ability to solicit competing proposals from third parties, and/or to provide information to third parties and to engage in discussions

with third parties, in each case, in connection with competing proposals, subject to certain exceptions. However, under certain circumstances

and in compliance with certain obligations set forth in the A&R Merger Agreement, AIR is permitted to provide non-public information

and engage in discussions and negotiations with respect to competing proposals that constitute, or are reasonably likely to lead to, a

Superior Proposal. Prior to receipt of the AIR Stockholder Approvals, the AIR Board may, in certain limited circumstances, withdraw or

modify its recommendation that the AIR Stockholders approve the AIR Charter Amendment (as defined below) or the AIR Stock Issuance (as

defined below) or adopt or recommend any Superior Proposal (a “Change in the AIR Recommendation”), subject to complying

with notice and other specified conditions, including giving Tenax the opportunity to propose revisions to the terms of the transactions

contemplated by the A&R Merger Agreement during a match right period. Notwithstanding a Change in the AIR Recommendation by the Board,

unless Tenax terminates the A&R Merger Agreement, AIR is still required to convene the meeting of its stockholders to approve the

AIR Charter Amendment and the AIR Stock Issuance.

The Closing is subject

to certain specified conditions, including, among other things: (a) the expiration or termination of the applicable waiting period under

the Hart-Scott-Rodino Act (which has occurred, as described below), (b) the receipt of certain antitrust and government agency approvals

and clearances and (c) other customary conditions for a transaction of this type, such as the absence of any legal restraint prohibiting

the consummation of the Transactions and there not having occurred with respect to AIR or Tenax’s business a material adverse effect,

subject to certain customary exceptions. The Closing is not conditioned upon AIR or Tenax’s ability to obtain financing for the

Transactions. AIR and Tenax filed their respective notification and report forms under the Hart-Scott-Rodino Act, and the applicable waiting

period under the Hart-Scott-Rodino Act expired on June 15, 2026.

In addition, the Closing

will be subject to approval by the AIR Stockholders of (a) a proposal to amend AIR’s Articles of Incorporation (the “AIR

Charter Amendment”) to (i) increase the number of authorized shares of AIR Common Stock from 20 million to 200 million and (ii)

authorize stockholder action by written consent in lieu of a stockholder meeting at any time while Majority Ownership (as defined in the

AIR Charter Amendment) exists and (b) a proposal, in compliance with Section 713(b) of the NYSE American Company Guide, to approve the

issuance of the shares of AIR Common Stock constituting the Merger Consideration to the Tenax Members, resulting in a change in control

of AIR (the “AIR Stock Issuance”). As the A&R Merger Agreement requires that the 1 for 5 Reverse Stock Split be

effectuated after the filing of the AIR Charter Amendment, unless the parties agree otherwise, the number of authorized shares of AIR

Common Stock immediately after the Closing will be 40,000,000, reflecting the proportionate reduction of the 200,000,000 authorized shares

of AIR Common Stock (after giving effect to the AIR Charter Amendment) by the 1 for 5 Reverse Stock Split.

The Board of Directors

of AIR has adopted the A&R Merger Agreement and approved the Transaction Documents and the Transactions, and resolved to recommend

that the AIR Stockholders vote in favor of approving the AIR Charter Amendment and the AIR Stock Issuance.

The A&R Merger Agreement

contains customary termination rights for the benefit of AIR and Tenax, including (a) if the other party breaches its representations,

warranties or covenants under the Merger Agreement to a degree that would cause the failure of the closing conditions (subject to a cure

right), (b) if the Closing does not occur on or before September 30, 2026, (c) if a governmental authority has enacted, issued, promulgated,

enforced or entered any law, whether temporary, preliminary or permanent, which is then in effect and has the effect of enjoining, restraining,

prohibiting or otherwise preventing the consummation of the Transactions, (d) if the AIR Stockholders fail to approve the AIR Charter

Amendment or the AIR Stock Issuance or (e) if AIR and Tenax mutually consent to termination in writing.

The A&R Merger Agreement

also contains customary termination rights (a) for Tenax, if AIR makes a Change in the AIR Recommendation and (b) for AIR, (i) if

Tenax fails to close the Merger within a specified period after all closing conditions have been satisfied or AIR’s delivery of

a written notice to Tenax that all of Tenax’s closing conditions have been satisfied or waived or that AIR is willing to waive any

unsatisfied conditions or (ii) to accept a Superior Proposal.

If the A&R Merger

Agreement is terminated under certain other specified circumstances, AIR or Tenax will be required to pay a termination fee. AIR will

be required to pay Tenax a termination fee of $1,250,000 if AIR terminates the A&R Merger Agreement to accept a Superior Proposal

or Tenax terminates the A&R Merger Agreement because the AIR Board has made a Change in the AIR Recommendation. Tenax will be required

to pay AIR a termination fee of $1,250,000 under specified circumstances, including if AIR terminates the A&R Merger Agreement as

a result of Tenax’s material breach of the A&R Merger Agreement or Tenax’s failure to close the Merger within a specified

period after all closing conditions have been satisfied or AIR’s delivery of a written notice to Tenax that all of Tenax’s

closing conditions have been satisfied or waived or that AIR is willing to waive any unsatisfied conditions. In the event that either

AIR or Tenax terminates the A&R Merger Agreement following a meeting of the AIR Stockholders at which the AIR Stockholders fail to

approve the AIR Charter Amendment and the AIR Stock Issuance, AIR shall reimburse Tenax for Tenax’s reasonable and documented out-of-pocket

costs and expenses incurred in connection with the execution of the A&R Merger Agreement and the consummation of the Merger, up to

$500,000.

Support Agreements

In connection with the

execution of the Original Merger Agreement, on February 16, 2026, certain stockholders of AIR (the “Supporting Stockholders”)

entered into an AIR Stockholder Support Agreement with Tenax, pursuant to which the Supporting Stockholders agreed, among other things,

to vote their shares of AIR Common Stock in favor of the AIR Charter Amendment and the AIR Stock Issuance and against any competing proposal.

The AIR Stockholder Support Agreement, which by its terms applies to the Merger Agreement as amended from time to time, remains in full

force and effect and was not amended in connection with the A&R Merger Agreement.

In connection with the

execution of the A&R Merger Agreement, on July 2, 2026, Tenax Members holding a majority in voting power of the outstanding membership

interests of Tenax (the “Consenting Members”) entered into an Amended and Restated Tenax Member Support Agreement with

AIR and Tenax, pursuant to which the Consenting Members agreed, among other things, to consent to the Merger and the terms and provisions

of the Transaction Documents and not to transfer their Tenax units prior to the applicable expiration date.

Redemption Rights

Agreement

Prior to the Closing,

AIR will declare and issue as a dividend to AIR Stockholders as of the Business Day immediately prior to the Closing Date a right to cause

AIR to redeem shares of AIR Common Stock that such AIR Stockholders then own and continue to own on the first anniversary of the Closing.

Such redemption rights will entitle the holders thereof to require AIR to purchase all or a portion of such AIR Stockholder’s shares

of AIR Common Stock for a redemption price, payable in cash, equal to 107.3% of the Debt Adjusted AIR Share Price, if the volume weighted

average price of AIR Common Stock during the 20 Trading Days preceding the first anniversary of the Closing is lower than 107.3% of the

Debt Adjusted AIR Share Price. Such redemption rights will not be transferable.

Lock-Up Agreements

and Registration Rights Agreement

In connection with the

execution of the Original Merger Agreement, on February 16, 2026, AIR and Thomas Foley, Chief Executive Officer, Chairman and a director

of Tenax, and Taran Bakker, a director of Tenax, entered into Lock-Up Agreements restricting transfers of AIR Common Stock held directly

or indirectly by Mr. Foley and Mr. Bakker for 180 days after the Closing.

In addition, prior to

the Closing, AIR and the Tenax Members will enter into a Registration Rights Agreement granting (i) Mr. Foley and Mr. Bakker and certain

of their respective affiliates customary demand rights and (ii) the Tenax Members piggyback registration rights, in each case for the

resale of the shares of AIR Common Stock held by the Tenax Members.

Disclaimer

The foregoing descriptions

of the A&R Merger Agreement, the AIR Stockholder Support Agreement, the Tenax Member Support Agreement, the Redemption Rights Agreement,

the Lock-Up Agreements and the Registration Rights Agreement do not purport to be complete and are subject to, and qualified in each case

in its entirety by reference to, the full text of the A&R Merger Agreement and the Transaction Documents that are exhibits thereto,

which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The A&R Merger Agreement

and the Transaction Documents that are exhibits thereto and the above descriptions have been included to provide investors and security

holders with information regarding the terms of the Transactions. They are not intended to provide any other factual information about

AIR or Tenax. The representations, warranties and covenants contained in each of the Transaction Documents were and will be made only

for purposes of that agreement and as of the dates specified therein, were and will be made solely for the benefit of the parties to such

Transaction Documents and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures

made by each contracting party to the other for the purposes of allocating contractual risk between them, and may be subject to standards

of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries

under any of the Transaction Documents and should be aware that the representations, warranties and covenants or any description thereof

may not reflect the actual state of facts or condition of AIR, Merger Sub and Tenax. Moreover, information concerning the subject matter

of the representations, warranties and covenants may change after the date of each of the Transaction Documents. Further, investors should

read the Transaction Documents not in isolation, but only in conjunction with the other information that AIR includes in reports, statements

and other filings it makes with the SEC.

Item 7.01 –

Regulation FD Disclosure

On July 9, 2026, AIR

issued a press release in connection with the announcement of the execution of the A&R Merger Agreement. A copy of the press release

is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained

in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities

Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 -

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.

Description

2.1

Amended and Restated Agreement and Plan of Merger, by and among Air Industries Group, a Nevada corporation (“AIR”), Tenax Aerospace Acquisition, LLC, a Delaware limited liability company, and Transitory Air Sub LLC, a Delaware limited liability company and wholly owned Subsidiary of AIR.

99.1

Press Release of Air Industries Group dated July 9, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

No Offer or Solicitation

This report is not intended

to, and does not constitute or form part of, an offer, invitation or the solicitation of an offer or an invitation to purchase, otherwise

acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant

to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention

of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of

the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

Cautionary Statement Regarding Forward-Looking

Statements

This document includes

forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, which are made

pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements may reflect

AIR’s expectations, beliefs, hopes, intentions or strategies regarding, among other things, the Transactions between AIR and Tenax,

the expected timetable for completing the Transactions, the benefits and synergies of the Transactions and future opportunities for the

combined company, as well as other statements that are other than historical fact, including, without limitation, statements concerning

future financial performance, future debt and financing levels, investment objectives, implications of litigation and regulatory investigations

and other management plans for future operations and performance. Words such as “anticipate(s)”, “expect(s)”,

“intend(s)”, “plan(s)”, “target(s)”, “project(s)”, “believe(s)”, “will”,

“aim”, “would”, “seek(s)”, “estimate(s)” and similar expressions are intended to identify

such forward-looking statements.

Forward-looking statements

are based on management’s current expectations, projections, estimates, assumptions and beliefs and are subject to a number of known

and unknown risks, uncertainties and other factors that could lead to actual results materially different from those described in the

forward-looking statements. AIR can give no assurance that its expectations will be attained. AIR’s actual results, liquidity and

financial condition may differ from the anticipated results, liquidity and financial condition indicated in these forward-looking statements.

AIR cautions readers that any such statements are based on currently available operational, financial and competitive information, and

they should not place undue reliance on these forward-looking statements, which reflect management’s opinion only as of the date

on which they were made. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties,

and there are certain important factors that could cause AIR’s actual results to differ, possibly materially, from expectations

or estimates reflected in such forward-looking statements, including, but without limitation:

●

the parties’ ability to consummate the Transactions and to meet expectations regarding the timing and completion thereof;

●

the satisfaction or waiver of the conditions to the completion of the Transactions, including the receipt of all required regulatory approvals or clearances in a timely manner and on terms acceptable to AIR;

●

the risk that the parties may be unable to achieve the expected strategic, financial and other benefits of the Transactions within the expected time-frames or at all;

●

the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected;

●

the risk that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the Transactions;

●

the risk that AIR will not obtain the required AIR Stockholder Approvals; and

●

general economic and market conditions.

These and other risks

and uncertainties are more fully discussed in the risk factors identified in “Item 1A. Risk Factors” in Part I of AIR’s

most recently filed Annual Report on Form 10-K, and as may be identified in AIR’s Quarterly Reports on Form 10-Q and Current Reports

on Form 8-K. Except to the extent required by law, AIR expressly disclaims any obligation to release publicly any updates or revisions

to any forward-looking statements contained herein to reflect any change in AIR’s expectations with regard thereto or change in

events, conditions or circumstances on which any statement is based.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned hereunto duly authorized.

AIR INDUSTRIES GROUP

Date: July 9, 2026

By:

/s/ Scott Glassman

Scott Glassman

Acting Chief Executive Officer And President

EX-2.1

Filename: ea029746201ex2-1.htm · Sequence: 2

Exhibit 2.1

EXECUTION VERSION

AMENDED AND RESTATED

AGREEMENT AND PLAN OF MERGER

among

TENAX AEROSPACE ACQUISITION, LLC

AIR INDUSTRIES GROUP

and

TRANSITORY AIR SUB LLC

Dated as of July 2, 2026

TABLE OF CONTENTS

Page

Article I

DEFINED TERMS

Section 1.01

Certain Defined Terms

Section 1.02

Other Defined Terms

Section 1.03

Interpretation; Headings

Article II

THE MERGER

Section 2.01

The Merger

Section 2.02

Closing

Section 2.03

Effective Time

Section 2.04

Effect of the Merger

Section 2.05

Organizational Documents

Section 2.06

Directors of AIR

Section 2.07

Officers

Article III

MERGER CONSIDERATION

Section 3.01

Pre-Closing Deliveries

Section 3.02

Conversion of Securities

Section 3.03

Certain Adjustments

Section 3.04

Repayment of Payoff Debt

Section 3.05

Reservation of Shares

Section 3.06

Exchange of Shares

Section 3.07

No Fractional Shares

Section 3.08

No Liability

Section 3.09

Further Action

Section 3.10

AIR Equity Awards

Article IV

REPRESENTATIONS AND WARRANTIES OF AIR AND MERGER SUB

Section 4.01

Organization and Qualification; Subsidiaries

Section 4.02

Capitalization

Section 4.03

Authority Relative to This Agreement; Vote Required

Section 4.04

No Conflict; Required Filings and Consents

Section 4.05

Permits; Compliance

Section 4.06

SEC Filings; Financial Statements; Undisclosed Liabilities

Section 4.07

Absence of Certain Changes or Events

Section 4.08

Information Supplied

Section 4.09

Operations of Merger Sub

Section 4.10

Absence of Litigation

Section 4.11

Employee Benefit Plans

Section 4.12

Labor and Employment Matters

Section 4.13

Real and Personal Property

Section 4.14

Intellectual Property

Section 4.15

Taxes

Section 4.16

Environmental Matters

Section 4.17

Material Contracts

Section 4.18

Insurance

Section 4.19

Brokers

Section 4.20

Government Contracts

Section 4.21

Prohibited Payments

Section 4.22

Rights Agreement; State Takeover Statutes

Section 4.23

Opinion of Financial Advisor

Section 4.24

No Implied Representations and Warranties

Article V

REPRESENTATIONS AND WARRANTIES OF TENAX

Section 5.01

Organization and Qualification; Subsidiaries

Section 5.02

Capitalization

Section 5.03

Authority Relative to This Agreement

Section 5.04

No Conflict; Required Filings and Consents

Section 5.05

Permits; Compliance

Section 5.06

Financial Statements; Undisclosed Liabilities

Section 5.07

Absence of Certain Changes or Events

Section 5.08

Information Supplied

Section 5.09

Sufficiency of Funds

Section 5.10

Absence of Litigation

Section 5.11

Employee Benefit Plans

Section 5.12

Labor and Employment Matters

Section 5.13

Real and Personal Property

Section 5.14

Intellectual Property

Section 5.15

Taxes

Section 5.16

Environmental Matters

Section 5.17

Material Contracts

Section 5.18

Insurance

Section 5.19

Brokers

Section 5.20

Government Contracts

Section 5.21

Prohibited Payments

Section 5.22

No Implied Representations and Warranties

Article VI

CONDUCT OF BUSINESS PENDING THE MERGER

Section 6.01

Conduct of Business by AIR Pending the Merger

Section 6.02

Conduct of Business by Tenax Pending the Merger

Section 6.03

No Interfering Transactions

Article VII

ADDITIONAL AGREEMENTS

Section 7.01

AIR Stockholders Meeting; Registration Statement

Section 7.02

No Solicitation of Transactions

Section 7.03

Access to Information; Confidentiality

Section 7.04

Employee Benefits Matters

Section 7.05

Directors’ and Officers’ Indemnification and Insurance

Section 7.06

Notification of Certain Matters

Section 7.07

Reasonable Best Efforts; Further Action

Section 7.08

Obligations of Merger Sub

Section 7.09

Consents of Accountants

Section 7.10

Listing

Section 7.11

Public Announcements

Section 7.12

Certain Tax Matters

Section 7.13

Payoff Letters

Section 7.14

Anti-Takeover Statutes

Section 7.15

Stockholder Litigation

Section 7.16

Section 16 Matters

Section 7.17

Redemption Rights Agreement

Section 7.18

Registration Rights Agreement

Section 7.19

Resignations and Replacement of Directors

Section 7.20

AIR Charter Amendment and AIR Reverse Stock Split

Article VIII

CONDITIONS TO THE MERGER

Section 8.01

Conditions to the Obligations of Each Party

Section 8.02

Conditions to the Obligations of Tenax

Section 8.03

Conditions to the Obligations of AIR and Merger Sub

iii

Article IX

TERMINATION, AMENDMENT AND WAIVER

Section 9.01

Termination

Section 9.02

Effect of Termination

Section 9.03

Fees and Expenses

Section 9.04

Amendment

Section 9.05

Waiver

Section 9.06

Procedure for Termination or Amendment

Article X

GENERAL PROVISIONS

Section 10.01

Non-Survival of Representations, Warranties, Covenants and Agreements

Section 10.02

Notices

Section 10.03

Severability

Section 10.04

Entire Agreement

Section 10.05

Assignment

Section 10.06

Parties in Interest

Section 10.07

Specific Performance

Section 10.08

Governing Law

Section 10.09

Counterparts

Section 10.10

WAIVER OF JURY TRIAL

Schedules

Schedule A

Key AIR Stockholders

Exhibits

Exhibit A

Form of AIR Stockholder Support Agreement

Exhibit B

Form of Tenax Member Support Agreement

Exhibit C

Form of Tenax Member Lock-Up Agreement

Exhibit D

Form of Limited Liability Company Agreement of the Surviving Company

Exhibit E

Form of AIR Charter Amendment

Exhibit F

Form of Redemption Rights Agreement

Exhibit G

Form of Registration Rights Agreement

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER,

dated as of July 2, 2026 (this “Agreement”), among Tenax Aerospace Acquisition, LLC, a Delaware limited liability company

(“Tenax”); Air Industries Group, a Nevada corporation (“AIR”); and Transitory Air Sub LLC, a Delaware

limited liability company and wholly owned Subsidiary of AIR (“Merger Sub”).

WHEREAS, Tenax, AIR and Merger Sub entered into that

certain Agreement and Plan of Merger, dated as of February 16, 2026 (such date, the “Original Execution Date”, and

such agreement, the “Original Agreement”), as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated

as of June 8, 2026 (the Original Agreement, as so amended, the “Existing Agreement”);

WHEREAS, the parties hereto desire to amend and restate

the Existing Agreement in its entirety on the terms and subject to the conditions set forth herein, and this Agreement shall, upon effectiveness,

supersede the Existing Agreement in its entirety;

WHEREAS, upon the terms and subject to the conditions

of this Agreement and in accordance with the DLLCA, Tenax, AIR and Merger Sub have agreed to enter into a business combination transaction

pursuant to which Merger Sub will merge with and into Tenax, with Tenax continuing as the Surviving Company in such merger (the “Merger”);

WHEREAS, in consideration for the Merger, AIR will

issue shares of AIR Common Stock constituting the Merger Consideration to each holder of membership units of Tenax (the “Tenax

Members”);

WHEREAS, the Tenax Board has (a) unanimously

approved this Agreement and declared its advisability and (b) resolved to recommend the approval of this Agreement by the Tenax Members;

WHEREAS, the AIR Board has unanimously (a) determined

that this Agreement and the Transactions are fair to, and in the best interests of, AIR and its stockholders; (b) adopted this Agreement

and approved the Transaction Documents and the Transactions; (c) resolved to recommend that the stockholders of AIR vote in favor of approving

the AIR Charter Amendment and the issuance of AIR Common Stock in connection with the Merger (the “AIR Stock Issuance”,

and such recommendation, the “AIR Recommendation”); and (d) directed that the AIR Charter Amendment and the AIR Stock

Issuance be submitted to the stockholders of AIR for approval at a duly held meeting of such stockholders to be called for such purpose

(the “AIR Stockholders Meeting”);

WHEREAS, AIR, as the sole member of Merger Sub, has

approved this Agreement by written consent;

WHEREAS, each holder of AIR Stock listed on Schedule

A (the “Key AIR Stockholders”) has delivered to Tenax a support agreement in the form attached hereto as Exhibit

A (the “AIR Stockholder Support Agreement”);

WHEREAS, Tenax Members holding a majority in voting

power of the outstanding membership units of Tenax (the “Consenting Tenax Members”) have delivered to AIR support agreements

in the form attached hereto as Exhibit B (the “Tenax Member Support Agreements”);

WHEREAS, concurrently with the execution and delivery

of the Original Agreement and as a condition and inducement to AIR and Merger Sub’s willingness to enter into the Original Agreement,

each of Thomas Foley and Taran Bakker executed and delivered a lock-up agreement in the form attached hereto as Exhibit C (the

“Tenax Member Lock-Up Agreements”), in each case to be effective as of and contingent upon the Closing;

WHEREAS, as of or prior to the Closing, AIR and Broadridge

Corporate Issuer Solutions, LLC (the “Rights Agent”) will enter into the Redemption Rights Agreement, pursuant to which

the AIR Stockholders as of the Business Day prior to the Closing will have the right to cause AIR to redeem their shares of AIR Common

Stock for an amount in cash equal to 107.3% of the Debt Adjusted AIR Share Price (such amount, the “Redemption Price”)

following the first anniversary of the Closing Date;

WHEREAS, as of or prior to the Closing, AIR and the

Tenax Members will enter into the Registration Rights Agreement, pursuant to which AIR will provide the Tenax Members with customary registration

and demand rights for their shares of AIR Common Stock;

WHEREAS, following the filing and effectiveness of

the AIR Charter Amendment with Nevada Secretary of State but prior to the Closing, AIR will file a certificate of change (the “AIR

Certificate of Change”) with the Nevada Secretary of State to effect, pursuant to NRS 78.207, a reverse stock split of the issued

and outstanding shares of AIR Common Stock at a ratio of one post-split share of AIR Common Stock for every five pre-split shares of AIR

Common Stock, while simultaneously reducing the number of authorized shares of AIR Common Stock under the articles of incorporation of

AIR (after giving effect to the AIR Charter Amendment) by a corresponding factor, with any fractional share of AIR Common Stock otherwise

resulting from the split rounded up to the nearest whole share (collectively, the “AIR Reverse Stock Split”); and

WHEREAS, the parties hereto intend that the Merger

(a) qualifies as a tax-free exchange pursuant to Section 351(a) of the Code and (b) shall be treated in a manner consistent with Situation

3 of IRS Revenue Ruling 84-111.

NOW, THEREFORE, in consideration of the foregoing

and the respective representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound

hereby, Tenax, AIR and Merger Sub hereby agree as follows:

Article

DEFINED TERMS

Section 1.01 Certain Defined

Terms. For purposes of this Agreement:

“Acceptable AIR Confidentiality Agreement”

means a customary confidentiality agreement between AIR and a Person who has made a proposal satisfying the requirements of Section 7.02(c)

that contains terms no less favorable to AIR than those contained in the Confidentiality Agreement and does not include provisions requiring

exclusive negotiations.

“Acceptable Tenax Confidentiality Agreement”

means a customary confidentiality agreement between Tenax and a Person who has made a proposal satisfying the requirements of Section 7.02(h)

that contains terms no less favorable to Tenax than those contained in the Confidentiality Agreement and does not include provisions requiring

exclusive negotiations.

“Action” means any litigation,

suit, claim, action, proceeding or investigation.

“Adverse Liquidity Event” means

(a) an involuntary case or other proceeding shall have been commenced and is continuing against AIR or any of its Subsidiaries seeking

liquidation, reorganization or other relief with respect to its debts under any federal, state or foreign bankruptcy, insolvency, or other

similar Law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official

of it or any substantial part of its property or an Order for relief shall have been entered against AIR or any of its Subsidiaries under

any such bankruptcy Laws as in effect on or after the date hereof; (b) AIR or any of its Subsidiaries shall have (i) voluntarily commenced

any proceeding or filed any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy,

insolvency, receivership or similar Law in effect on or after the date hereof, (ii) consented to the institution of, or failed to contest

in a timely and appropriate manner, any case or other proceeding described in clause (a) of this definition, (iii) applied for or consented

to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the AIR or any of its Subsidiaries

or for a substantial part of its assets, (iv) admitted in writing its inability to pay its debts as they become due, (v) made a general

assignment for the benefit of creditors or (vi) taken any corporate action to authorize any of the foregoing clauses (i) through (v);

or (c) AIR or any of its Subsidiaries (i) fails to make any payment required under the Webster Loan or any AIR Subordinated Note in a

timely manner or (ii) fails to observe or perform any other agreement or condition relating to the Webster Loan or any AIR Subordinated

Note, or any other event occurs, and such failure or other event results in the lender(s) under the Webster Loan or the holders of the

AIR Subordinated Notes accelerating repayment of the Webster Loan (or any portion thereof) or any of the AIR Subordinated Notes such that

the Webster Loan (or any portion thereof) or any AIR Subordinated Note is obligated to be repaid prior to its respective stated maturity.

“Affiliate” of a Person means

a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such

Person.

“AIR 6% Convertible Notes” means

AIR’s outstanding 6% Subordinated Notes, issued on January 1, 2021, and with a maturity date of October 1, 2026, which are convertible

into shares of AIR Common Stock.

“AIR 7% Convertible Notes” means

AIR’s outstanding 7% Senior Subordinated Convertible Notes, issued on January 1, 2021, and with a maturity date of October 1, 2026,

which are convertible into shares of AIR Common Stock.

“AIR 12% Subordinated Notes” means

AIR’s outstanding 12% Subordinated Notes, issued on January 1, 2021, and February 1, 2024, and with a maturity date of October 1,

2026.

“AIR Benefit Plan” means every

Plan sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by AIR or any of its Subsidiaries

or any of its ERISA Affiliates, to which AIR or any of its Subsidiaries or any of its ERISA Affiliates is a party, or with respect to

which AIR or any of its Subsidiaries or any of its ERISA Affiliates may have any obligation or liability, whether actual or contingent.

“AIR Board” means the Board of

Directors of AIR.

“AIR Collective Bargaining Agreement”

means each Collective Bargaining Agreement covering any AIR Service Provider or to which AIR or any of its Subsidiaries is a party or

bound by.

“AIR Common Stock” means the common

stock, par value $0.001 per share, of AIR.

“AIR Convertible Notes” means,

collectively, the AIR 6% Convertible Notes and the AIR 7% Convertible Notes.

“AIR Disclosure Letter” means

the disclosure letter dated as of the Original Execution Date and delivered by AIR to Tenax simultaneously with the signing of the Original

Agreement.

“AIR Equity Awards” means, collectively,

the AIR RSU Awards and the AIR Stock Options.

“AIR Government Bid” means any

pending bid, proposal, offer or quote for supplies or services made by AIR or any of its Subsidiaries that, if accepted, would result

in an AIR Government Contract.

“AIR Government Contract” means

any prime contract, subcontract, grant, subaward, other transaction agreement or contract, basic ordering agreement, blanket purchase

agreement, teaming agreement, letter contract, purchase order, task order or delivery order of any kind, including all amendments, modifications

and options thereunder or relating thereto, awarded (a) to AIR or any of its Subsidiaries by any Governmental Authority or by a prime

contractor or higher-tier subcontractor (or proposed prime contractor or higher-tier subcontractor) under or in relation to such Contracts

or (b) by AIR or any of its Subsidiaries under or in relation to such contracts to a subcontractor (or proposed subcontractor) at any

tier. For the avoidance of doubt, a task order, purchase order or delivery order under an AIR Government Contract shall not constitute

a separate AIR Government Contract for purposes of this definition, but shall be a part of the AIR Government Contract to which it relates.

“AIR IP” means all AIR Owned IP

together with all Intellectual Property licensed by AIR or any of its Subsidiaries and used, held for use or planned for use in AIR’s

business.

“AIR IP Agreements” means any

contract: (a) pursuant to which any third-party Intellectual Property is licensed or provided to AIR or any of its Subsidiaries, other

than (i) confidentiality and non-disclosure agreements entered into in the ordinary course of business, (ii) non-exclusive licenses

for generally commercially available, off-the-shelf non-customized Software under standard, non-negotiated terms for a one-time or annual

aggregate fee of less than $250,000, (iii) licenses to Public Software, (iv) non-exclusive licenses granted to AIR or any of its Subsidiaries

in the ordinary course of business and (v) contracts in which the license or grant of rights to use Intellectual Property is ancillary

or incidental to the transaction contemplated by such contract; (b) pursuant to which AIR or any of its Subsidiaries has granted to any

person any right or interest in any material AIR IP, including any right to use, or any option to acquire title to, any item of material

AIR IP, other than (i) confidentiality and non-disclosure agreements entered into in the ordinary course of business, (ii) non-exclusive

licenses granted in the ordinary course of business and (iii) contracts in which the license or grant of rights to use Intellectual Property

is non-exclusive and merely ancillary or incidental to the transaction contemplated by such contract; or (c) to which AIR or any of its

Subsidiaries is a party containing any covenant not to sue, concurrent use agreement, settlement agreement, co-existence agreement or

other consent, in each case, with respect to any Intellectual Property.

“AIR IT Assets” means all IT Assets

owned, licensed, leased or used or held for use by AIR or any of its Subsidiaries.

“AIR Leased Real Property” means

all real property (together with any buildings, improvements and fixtures thereon) leased, subleased, licensed or otherwise occupied by

AIR or any of its Subsidiaries, as tenant, subtenant, licensee or occupant.

“AIR Material Adverse Effect”

means (a) the occurrence of an Adverse Liquidity Event or (b) any event, occurrence, state of facts, development, circumstance, change

or effect that, individually or in the aggregate with all other events, occurrences, state of facts, developments, circumstances, changes

and effects, (i) has had or would reasonably be expected to have a material adverse effect on the business, financial condition or

results of operations of AIR and its Subsidiaries taken as a whole; provided, however, that any event, occurrence, state

of facts, development, circumstance, change or effect to the extent resulting from the following shall not be taken into account in determining

whether an AIR Material Adverse Effect has occurred pursuant to this clause (b)(i): (A) any change in the market price, trading volume

or credit ratings of AIR Common Stock or any failure, in and of itself, to meet internal or public revenue or earnings projections, forecasts,

guidance, estimates, milestones or budgets for any period ending (or for which revenues or earnings are released) on or after the date

of this Agreement (provided that the facts or causes underlying or contributing to such change or failure shall be considered in

determining whether an AIR Material Adverse Effect has occurred); (B) changes in general economic, legal, regulatory or political

conditions, or in the financial, credit or capital markets in general; (C) changes in applicable Law or GAAP, or in any interpretation

thereof; (D) changes in the markets or industries in which AIR and its Subsidiaries operate (including legal and regulatory changes);

(E) acts of civil unrest or war (whether or not declared), armed hostilities or terrorism or any escalation or worsening of any acts

of civil unrest or war (whether or not declared), armed hostilities or terrorism under way as of the date of this Agreement; (F) earthquakes,

hurricanes, tsunamis, tornadoes, floods, mudslides, volcanic eruptions or other natural disasters or any epidemic or pandemic; (G) any

changes resulting or arising from the identity of Tenax or any of its Affiliates; or (H) the public announcement, pendency or performance

of this Agreement; provided that, in each of clauses (B) through (F), AIR and its Subsidiaries, taken as a whole, are not affected

disproportionately relative to other participants in the industries in which they operate; or (ii) would reasonably be expected to

prevent or materially impede, materially interfere with, materially hinder or materially delay the consummation of the Transactions by

AIR or Merger Sub or otherwise prevent either of AIR or Merger Sub from performing its obligations under this Agreement.

“AIR Owned IP” means all Intellectual

Property owned or purported to be owned or exclusively licensed by AIR or any of its Subsidiaries (whether solely or jointly with one

or more other Persons) as of the Original Execution Date.

“AIR Owned Real Property” means

all real property (together with any buildings, improvements and fixtures thereon) owned in fee simple by AIR or any of its Subsidiaries.

“AIR Permits” means franchises,

grants, authorizations, licenses, permits, easements, variances, exceptions, consents, concessions, registrations, clearances, exemptions,

certificates, filings, notices, approvals and orders of any Governmental Authority necessary for AIR and each of its Subsidiaries to own,

lease and operate their respective properties and assets or to carry on their respective businesses as they are now being conducted.

“AIR Preferred Stock” means the

preferred stock, par value $0.001 per share, of AIR.

“AIR Real Property Leases” means

all leases, subleases, licenses, occupancy agreements and other agreements under which AIR or any of its Subsidiaries uses or occupies,

or has the right to use or occupy, any AIR Leased Real Property (including all guaranties and assignments thereof and all modifications,

amendments, supplements and side letters thereto).

“AIR RSU Awards” means restricted

stock units with respect to shares of AIR Common Stock granted pursuant to the AIR Stock Plans or otherwise.

“AIR Service Provider” means each

of the directors, officers, employees and independent contractors of AIR and each of its Subsidiaries.

“AIR Stock” means, collectively,

the AIR Common Stock and the AIR Preferred Stock.

“AIR Stock Options” means options

to purchase shares of AIR Common Stock granted pursuant to the AIR Stock Plans or otherwise.

“AIR Stock Plans” means the AIR

2022 Equity Incentive Plan, the AIR 2017 Equity Incentive Plan, the AIR 2016 Equity Incentive Plan and the AIR 2015 Equity Incentive Plan,

each as amended or amended and restated from time to time.

“AIR Stockholder Approvals” means,

collectively, (a) the approval of the AIR Charter Amendment at the AIR Stockholders Meeting by such proportion of the voting power of

the holders of the AIR Common Stock as is required therefor under the NRS and the articles of incorporation and bylaws of AIR; and (b)

the approval of the AIR Stock Issuance at the AIR Stockholders Meeting by such proportion of the voting power of the holders of the AIR

Common Stock as is required therefor under the NRS and the articles of incorporation and bylaws of AIR.

“AIR Subordinated Notes” means,

collectively, the AIR 6% Convertible Notes, the AIR 7% Convertible Notes and the AIR 12% Subordinated Notes.

“Artificial Intelligence Tools”

means technologies or tools involving deep learning, machine learning, computer vision, natural language processing (or large language

models), including any and all Software and systems that employ neural networks, statistical learning algorithms (such as linear and logistic

regression, support vector machines, random forests, k-means clustering) or reinforcement learning.

“beneficial owner” has the meaning

ascribed to such term under Rule 13d-3 of the Exchange Act.

“Blue Sky Laws” means state securities

“blue sky” Laws.

“Business Day” means any day on

which banks are not required or authorized to close in the City of New York.

“Capitalization Date” means September

30, 2025.

“Closing Date” means the date

on which the Closing occurs.

“Code” means the United States

Internal Revenue Code of 1986.

“Collective Bargaining Agreement”

means each collective bargaining, works council or other labor union contract or labor arrangement.

“Competing AIR Proposal” means

any inquiry, proposal or offer from any Person relating to, or that would reasonably be expected to lead to, in one transaction or a series

of related transactions (other than the Merger), (a) any merger, consolidation, share exchange, business combination, recapitalization,

liquidation, dissolution or other similar transaction involving AIR or any of its Subsidiaries pursuant to which any Person or the shareholders

of any Person would own 15% or more of any class of equity securities of AIR or of any resulting parent company of AIR; (b) any sale,

lease, license, exchange, transfer or other disposition of, or joint venture involving, assets or businesses that constitute or represent

more than 15% of the total revenue, operating income, EBITDA or fair market value of the assets of AIR and its Subsidiaries, taken as

a whole; (c) any sale, exchange, transfer or other disposition of more than 15% of any class of equity securities, or securities

convertible into or exchangeable for equity securities, of AIR; (d) any tender offer or exchange offer that, if consummated, would

result in any Person becoming the beneficial owner of more than 15% of any class of equity securities of AIR; (e) any other transaction

the consummation of which would be reasonably likely to impede, interfere with, prevent or materially delay the Merger; or (f) any combination

of the foregoing.

“Competing AIR Transaction Agreement”

means a binding letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option

agreement or other Contract or agreement which contemplates or which would reasonably be expected to lead to any Competing AIR Proposal

(other than an Acceptable AIR Confidentiality Agreement).

“Competing Tenax Proposal” means

any inquiry, proposal or offer from any Person relating to, or that would reasonably be expected to lead to, in one transaction or a series

of related transactions (other than the Merger), (a) any merger, consolidation, share exchange, business combination, recapitalization,

liquidation, dissolution or other similar transaction involving Tenax or any of its Subsidiaries pursuant to which any Person or the shareholders

of any Person would own 15% or more of any class of equity securities of Tenax or of any resulting parent company of Tenax; (b) any

sale, lease, license, exchange, transfer or other disposition of, or joint venture involving, assets or businesses that constitute or

represent more than 15% of the total revenue, operating income, EBITDA or fair market value of the assets of Tenax and its Subsidiaries,

taken as a whole; (c) any sale, exchange, transfer or other disposition of more than 15% of any class of equity securities, or securities

convertible into or exchangeable for equity securities, of Tenax; (d) any tender offer or exchange offer that, if consummated, would

result in any Person becoming the beneficial owner of more than 15% of any class of equity securities of Tenax; (e) any other transaction

the consummation of which would be reasonably likely to impede, interfere with, prevent or materially delay the Merger; or (f) any combination

of the foregoing.

“Competing Tenax Transaction Agreement”

means a binding letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement, option

agreement or other Contract or agreement which contemplates or which would reasonably be expected to lead to any Competing Tenax Proposal

(other than an Acceptable Tenax Confidentiality Agreement).

“Confidentiality Agreement” means

the Confidentiality Agreement, dated as of June 25, 2025, between AIR and Tenax or their Representatives or Affiliates.

“Contract” means any loan or credit

agreement, bond, debenture, note, mortgage, indenture, deed of trust, lease, supply agreement, license agreement, development agreement

or other contract, agreement, obligation, commitment or instrument that is intended by the parties thereto to be legally binding, in each

case, including all amendments, supplements, restatements or other modifications thereto.

“control” (including the terms

“controlled by” and “under common control with”) means the possession, directly or indirectly, or

as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through the

ownership of voting securities, as trustee or executor, by Contract or credit arrangement or otherwise.“DLLCA” means

the Limited Liability Company Act of the State of Delaware.

“Debt Adjusted AIR Share Price”

means $3.05, subject to adjustment in accordance with Section 3.03 ($15.25 after giving effect the AIR Reverse Stock Split).

“Encumbrances” means mortgages,

deeds of trust, pledges, liens, security interests, hypothecations, conditional and installment sale agreements, encumbrances, charges

or other claims of third parties or restrictions of any kind, including any easement, reversion interest, right of way or other encumbrance

to title, limitations on voting rights or disposition rights or any option, right of first refusal or right of first offer.

“Environmental Law” means any

Law relating to pollution or protection of the environment, climate, natural resources, threatened or endangered species or, as it relates

to exposure to hazardous or toxic materials, human health and safety.

“Environmental Permits” means

all permits, licenses and other authorizations required under any Environmental Law.

“ERISA” means the Employee Retirement

Income Security Act of 1974.

“ERISA Affiliate” means, with

respect to any entity, any other entity that, together with such entity, would be treated as a single employer under Section 414 of the

Code.

“Exchange Act” means the Securities

Exchange Act of 1934 and the rules and regulations promulgated thereunder.

“Expenses” means all out-of-pocket

fees and expenses (including all fees and expenses of counsel, accountants, investment banking firms and other financial institutions,

experts and consultants to a party hereto and its Affiliates) actually incurred or accrued by a party hereto or its Affiliates, or on

its or their behalf, or for which it or they are liable, in connection with or related to the authorization, preparation, negotiation,

execution and performance of the Transactions, the solicitation of securityholder approvals, the filing of any required notices under

applicable foreign, federal or state antitrust, competition, fair trade or similar Laws or other similar regulations and all other matters

related to the closing of the Transactions, including the Merger, but, for the avoidance of doubt, shall not include the cost of grants

of stock or other compensation paid to management or directors.

“GAAP” means United States generally

accepted accounting principles in effect from time to time, applied consistently throughout the periods involved.

“Governmental Authority” means

any federal, national, foreign, supranational, state, provincial, county, local or other government, governmental, regulatory or administrative

authority, agency, instrumentality or commission or any court, tribunal or judicial or arbitral body of competent jurisdiction. For purposes

of Section 4.21 and Section 5.21, the term “Governmental Authority” shall also include any

entity owned or controlled by a Governmental Authority.

“Hazardous Materials” means any

petroleum or petroleum products, radioactive materials, medical wastes, asbestos, polychlorinated biphenyls, per- and poly-fluorinated

substances, hazardous or toxic substances and any other chemical, material, substance or waste that is regulated or that forms the basis

of liability under any Environmental Law.

“HSR Act” means the Hart-Scott-Rodino

Antitrust Improvements Act of 1976.

“Indebtedness” means, with respect

to any Person, all obligations or undertakings by such Person (a) for borrowed money (including deposits or advances of any kind

to such Person); (b) evidenced by bonds, debentures, notes or similar instruments; (c) for capitalized leases or to pay the

deferred and unpaid purchase price of property, equipment or services; (d) pursuant to securitization or factoring programs or arrangements;

(e) pursuant to guarantees and arrangements having the economic effect of a guarantee of any Indebtedness; (f) to maintain or

cause to be maintained the financing or financial position of others; (g) net cash payment obligations of such Person under swaps,

options, derivatives and other hedging Contracts or arrangements that will be payable upon termination thereof (assuming termination on

the date of determination); (h) letters of credit, bank guarantees and other similar Contracts or arrangements entered into by or

on behalf of such Person to the extent they have been drawn upon; and (i) all Indebtedness of a type referred to in clauses (a) through

(h) above of any Person secured by (or for which the holder of such Indebtedness has a right, contingent or otherwise, to be secured by)

any Encumbrance on any property or assets owned by such Person or any of its Subsidiaries.

“Intellectual Property” means

all worldwide rights in or to patents and patent applications, including, in each case, any provisionals, substitutions, divisionals,

continuations, continuations-in-part, re-examinations, renewals, extensions, reissues and equivalents thereof in any jurisdiction; (b) registered

or unregistered trademarks, trade dress, trade names, brand names, corporate names, service marks, certification marks, designs, logos,

slogans and other indications of origin, the goodwill associated with the foregoing and registrations and applications to register, the

foregoing, including any extension, modification or renewal of any such registration or application; (c) works of authorship and

copyrights (including copyrights in Software and websites), whether published or unpublished and copyright registrations, applications

for registration, and extensions thereof; (d) rights associated with domain names, uniform resource locators, internet protocol addresses,

social media handles and other names, identifiers and locators associated with internet addresses, sites and services; (e) trade

secrets, know-how (including all ideas, concepts, research and development) and other proprietary information, whether or not patentable,

including inventions, discoveries, prototypes, results or data in any jurisdiction with respect to the foregoing, in each case, that derives

economic value, whether actual or potential, from not being generally known to other persons (collectively, “Trade Secrets”);

(f) Software; (g) analyses, development tools, information (including scientific, technical, or regulatory information), testing

procedures, testing results and business, financial, sales and marketing plans, compilations, processes, methods, compositions, formulae,

designs, drawings, tolerances, comparisons, specifications, techniques and know-how and other forms of technology (whether or not embodied

in any tangible form and including all tangible embodiments of the foregoing, such as instruction manuals, laboratory notebooks, prototypes,

samples, studies and summaries); and (h) any and all other similar or equivalent intellectual property rights anywhere in the world.

“Intervening Event” means any

material event, fact, circumstance, effect, development or occurrence that (a) was not known to, or reasonably foreseeable by, the AIR

Board as of the date hereof or, if known, the material consequences of which were not known or reasonably foreseeable as of the date hereof

and (b) does not involve or relate to the receipt, existence or terms of any Competing AIR Proposal; provided, however,

that no event, fact, circumstance, effect, development or occurrence arising out of, or resulting from, the following should constitute

or be taken into account in determining whether an Intervening Event has occurred: (i) any Competing AIR Proposal or any actual or potential

acquisition of assets or businesses from AIR or any of its Subsidiaries or (ii) any of the following: (A) any change in the market

price, trading volume or credit ratings of AIR Common Stock or any failure, in and of itself, to meet internal or public revenue or earnings

projections, forecasts, guidance, estimates, milestones or budgets for any period ending (or for which revenues or earnings are released)

on or after the date of this Agreement (provided that the facts or causes underlying or contributing to such change or failure

shall be considered in determining whether an Intervening Event has occurred); (B) changes in general economic, legal, regulatory

or political conditions, or in the financial, credit or capital markets in general; (C) changes in applicable Law or GAAP, or in

any interpretation thereof; (D) changes in the markets or industries in which AIR and its Subsidiaries operate (including legal and

regulatory changes); (E) acts of civil unrest or war (whether or not declared), armed hostilities or terrorism or any escalation

or worsening of any acts of civil unrest or war (whether or not declared), armed hostilities or terrorism under way as of the date of

this Agreement; (F) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, volcanic eruptions or other natural disasters

or any epidemic or pandemic; (G) any changes resulting or arising from the identity of Tenax or any of its Affiliates; or (H) the

public announcement, pendency or performance of this Agreement.

“IRS” means the United States

Internal Revenue Service.

“IT Assets” means all (a) computers

(including, servers, firewalls, workstations, desktops, laptops and handheld devices), Software, hardware (whether general or special

purpose), networks, firmware, middleware, routers, hubs, switches, data communications lines, data storage devices, information security

and telecommunications capabilities, data centers, operating systems and all other information technology equipment and other similar

or related items of information technology hardware and infrastructure, including any “Infrastructure-as-a-Service” or “Platform-as-a-Service”

or other cloud or hybrid cloud services, and (b) any business systems software or applications (including CRM, ERP, HR, IT support and

accounting systems), whether hosted in “on prem” and/or in the cloud, or provided as a service (e.g., “Software-as-a-Service”),

and the documentation, reference and resource materials relating thereto and all Contracts and contractual rights required in connection

with the foregoing.

“knowledge of AIR” means the actual

knowledge of the individuals listed in Section 1.02 of the AIR Disclosure Letter or what such individuals would reasonably be expected

to know after making reasonable inquiry of the executives and managers having primary responsibility for the applicable matter.

“knowledge of Tenax” means the

actual knowledge of the individuals listed in Section 1.01 of the Tenax Disclosure Letter or what such individuals would reasonably

be expected to know after making reasonable inquiry of the executives and managers having primary responsibility for the applicable matter.

“Law” means any federal, state,

local, national, supranational, foreign or administrative law (including common law), statute, ordinance, regulation, requirement, regulatory

interpretation, rule, code or Order.

“Merger Consideration” means 126,900,000

shares of AIR Common Stock, subject to adjustment in accordance with Section 3.03 (25,380,000 shares of AIR Common Stock after

giving effect to the AIR Reverse Stock Split).

“NRS” means the Nevada Revised

Statutes.

“NYSE American” means the NYSE

American stock exchange.

“Order” means any order, judgment,

injunction, award, decision, determination, stipulation, ruling, subpoena, writ, decree or verdict entered by or with any Governmental

Authority.

“Outside Date” means September

30, 2026.

“Permitted Encumbrances” means

(a) statutory Encumbrances for current Taxes, special assessments or other governmental charges not yet due and payable, or the amount

or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves have been established

in accordance with GAAP; (b) mechanics’, materialmen’s, carriers’, workers’, repairers’ and similar

statutory Encumbrances arising or incurred in the ordinary course of business for amounts not yet due and payable, or the amount or validity

of which is being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance

with GAAP; (c) zoning, entitlement, building and other land use Laws imposed by governmental agencies having jurisdiction over any

real property which are not violated in any material respect by the current use and operation of such real property; (d) deposits

or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance or old age pension programs

mandated under applicable Laws; (e) covenants, conditions, restrictions, easements and other similar non-monetary matters of record that

would not reasonably be expected to, individually or in the aggregate, adversely affect the current occupancy or use of the subject real

property in any material respect; (f) restrictions on the transfer of securities arising under federal and state securities Laws;

and (g) any Encumbrances caused by state statutes or specific provisions of real property leases, in each case, with respect to tenant’s

personal property, fixtures and/or leasehold improvements at the subject leased real property.

“Person” means an individual,

corporation, partnership, limited partnership, limited liability company, syndicate, person (as defined in Section 13(d)(3) of the

Exchange Act), trust, association, entity or Governmental Authority.

“Personal Data” means (a) any

information defined as “personal data”, “personally identifiable information” or “personal information”

under any Privacy and Data Security Requirement or (b) any information that can reasonably be used to identify an individual natural person

or relating to an identified or identifiable natural person, directly or indirectly, including name, a unique identification number, government-issued

identifier (including Social Security number and driver’s license number), physical address, gender and date of birth. Personal

Data that has been pseudonymized shall also be considered Personal Data to the extent treated as such under any Privacy and Data Security

Requirement.

“Plan” means (a) each “employee

benefit plan” as that term is defined in Section 3(3) of ERISA (whether or not subject to ERISA) and (b) each other employment,

independent contractor, consulting, pension, retirement, supplemental retirement, profit sharing, deferred compensation, stock option,

change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance, vacation, bonus,

incentive, disability, medical, vision, dental, health, life insurance, perquisite, fringe benefit or other compensation or benefit plan,

program, agreement, arrangement, policy, trust, fund or Contract, whether written or unwritten.

“Privacy and Data Security Requirements”

means (a) any Laws regulating the collecting, accessing, using, disclosing, transmitting, transferring, securing, sharing, storing, maintaining,

retaining, deleting, disposing, modifying, protecting, privacy of, breach of or processing (collectively, “Processing”)

of Personal Data; (b) obligations under all contracts to which AIR or any of its Subsidiaries is a party or is otherwise bound that relate

to Personal Data; and (c) all of AIR’s and its Subsidiaries’ internal and publicly posted policies and representations regarding

the collection, access, use, disclosure, transmission, transfer, storage, maintenance, retention, deletion, disposal, modification, protection

or Processing of Personal Data.

“Public Software” means (a) any

Software used under a license identified as an open source license by the Open Source Initiative (www.opensource.org) and (b) any other

Software that is distributed as freeware or under similar licensing or distribution models.

“Redemption Rights Agreement”

means a redemption rights agreement between AIR and the Rights Agent in the form attached hereto as Exhibit F.

“Registered AIR IP” means all

Intellectual Property included in AIR Owned IP that is the subject of an application, certificate, filing, registration or other document

issued, filed with or recorded by any Governmental Authority or internet domain name registrar.

“Registered Tenax IP” means all

Intellectual Property included in Tenax Owned IP that is the subject of an application, certificate, filing, registration or other document

issued, filed with or recorded by any Governmental Authority or internet domain name registrar.

“Registration Rights Agreement”

means a registration rights agreement among AIR and the Tenax Members in the form attached hereto as Exhibit G.

“Representatives” means a Person’s

officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives.

“Required Tenax Member Approval”

means the affirmative vote (at a meeting or by written consent) of holders of not less than a majority in voting power of the issued and

outstanding Tenax Units.

“SEC” means the Securities and

Exchange Commission.

“Securities Act” means the Securities

Act of 1933 and the rules and regulations promulgated thereunder.

“Software” means all computer

software, programs (whether in source code, object code, human readable form or other form); applications; algorithms; user interfaces;

application programming interfaces; diagnostics; software development tools and kits; templates; menus; analytics and tracking tools;

compilers; library functions; version control systems; operating system virtualization environments; databases and compilations, including

data and collections of data, whether machine-readable or otherwise; technology supporting the foregoing, together with all boot, compilation,

configuration, debugging, performance analysis and runtime files; libraries; data; documentation, including user manuals and training

materials, related to any of the foregoing; and any cloud storage containing any of the foregoing.

“Subsidiary” or “Subsidiaries”

of any specified Person means an Affiliate controlled by such Person, directly or indirectly, through one or more intermediaries.

“Superior Proposal” means an unsolicited

written bona fide offer made by a third party with respect to a Competing AIR Proposal (other than pursuant to clause (e) of such definition)

which the AIR Board reasonably determines, in its good-faith judgment, after having received the advice of a financial advisor of nationally

recognized reputation and outside legal counsel, to be (a) more favorable to the stockholders of AIR from a financial point of view

(after taking into account all of the terms and conditions of such proposal, including the sources and terms of any financing, financing

market conditions and the existence of a financing contingency) than the Merger (after taking into account any changes to the financial

terms of this Agreement proposed by Tenax in response to such offer or otherwise) and (b) reasonably expected to be consummated on

the terms so proposed. For the purposes of the definition of “Superior Proposal”, each reference to “15%” in the

definition of “Competing AIR Proposal” shall be replaced with “75%”.

“Tax Return” means any return,

declaration, report, election, claim for refund or information return or other statement or form filed or required to be filed with any

Governmental Authority relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Tax Sharing Agreement” means

all existing agreements or arrangements (whether or not written) binding a party to this Agreement or any of its Subsidiaries that provide

for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues,

receipts or gains for the purpose of determining any Person’s Tax liability (excluding any agreements or arrangements the principal

subject matter of which is not Taxes).

“Taxes” means all taxes or similar

duties, fees or charges or assessments thereof imposed by any Governmental Authority, in each case in the nature of a tax, including any

interest, penalties and additions imposed with respect to such amount.

“Tenax Benefit Plan” means every

Plan sponsored, maintained or contributed to, or required to be sponsored, maintained or contributed to, by Tenax or any of its Subsidiaries

or any of its ERISA Affiliates, to which Tenax or any of its Subsidiaries or any of its ERISA Affiliates is a party, or with respect to

which Tenax or any of its Subsidiaries or any of its ERISA Affiliates may have any obligation or liability, whether actual or contingent.

“Tenax Board” means the Board

of Managers of Tenax.

“Tenax Disclosure Letter” means

the disclosure letter dated as of the Original Execution Date and delivered by Tenax to AIR and Merger Sub simultaneously with the signing

of the Original Agreement.

“Tenax Government Bid” means any

pending bid, proposal, offer or quote for supplies or services made by Tenax or any of its Subsidiaries that if accepted, would result

in a Tenax Government Contract.

“Tenax Government Contract” means

any prime contract, subcontract, grant, subaward, other transaction agreement or contract, basic ordering agreement, blanket purchase

agreement, teaming agreement, letter contract, purchase order, task order or delivery order of any kind, including all amendments, modifications

and options thereunder or relating thereto, awarded (a) to Tenax or any of its Subsidiaries by any Governmental Authority or by a prime

contractor or higher-tier subcontractor (or proposed prime contractor or higher-tier subcontractor) under or in relation to such Contracts

or (b) by Tenax or any of its Subsidiaries under or in relation to such contracts to a subcontractor (or proposed subcontractor) at any

tier. For the avoidance of doubt, a task order, purchase order or delivery order under a Tenax Government Contract shall not constitute

a separate Tenax Government Contract for purposes of this definition, but shall be a part of the Tenax Government Contract to which it

relates.

“Tenax IP” means all Tenax Owned

IP together with all Intellectual Property licensed by Tenax or any of its Subsidiaries and used, held for use or planned for use in Tenax’s

business.

“Tenax IP Agreements” means any

contract: (i) pursuant to which any third-party Intellectual Property is licensed or provided to Tenax or any of its Subsidiaries, other

than (a) confidentiality and non-disclosure agreements entered into in the ordinary course of business, (b) non-exclusive licenses

for generally commercially available, off-the-shelf non-customized Software under standard, non-negotiated terms for a one-time or annual

aggregate fee of less than $500,000, (c) licenses to Public Software, (d) non-exclusive licenses granted to Tenax or any of its Subsidiaries

in the ordinary course of business and (e) contracts in which the license or grant of rights to use Intellectual Property is ancillary

or incidental to the transaction contemplated by such contract; (ii) pursuant to which Tenax or any of its Subsidiaries has granted to

any person any right or interest in any material Tenax IP, including any right to use, or any option to acquire title to, any item of

material Tenax IP, other than (a) confidentiality and non-disclosure agreements entered into in the ordinary course of business, (b) non-exclusive

licenses granted in the ordinary course of business and (c) contracts in which the license or grant of rights to use Intellectual Property

is non-exclusive and merely ancillary or incidental to the transaction contemplated by such contract; or (iii) to which Tenax or any of

its Subsidiaries is a party containing any covenant not to sue, concurrent use agreement, settlement agreement, co-existence agreement

or other consent, in each case, with respect to any Intellectual Property.

“Tenax IT Assets” means all IT

Assets owned, licensed, leased or used or held for use by Tenax or any of its Subsidiaries.

“Tenax Leased Real Property” means

all real property (together with any buildings, improvements and fixtures thereon) leased, subleased, licensed or otherwise occupied by

Tenax or any of its Subsidiaries, as tenant, subtenant, licensee or occupant.

“Tenax Material Adverse Effect”

means any event, occurrence, state of facts, development, circumstance, change or effect that, individually or in the aggregate with all

other events, occurrences, state of facts, developments, circumstances, changes and effects, (a) has had or would reasonably be expected

to have a material adverse effect on the business, financial condition or results of operations of Tenax and its Subsidiaries taken as

a whole; provided, however, that any event, occurrence, state of facts, development, circumstance, change or effect to the

extent resulting from the following shall not be taken into account in determining whether a Tenax Material Adverse Effect has occurred:

(i) any change in the market price, trading volume or credit ratings of Tenax equity interests or any failure, in and of itself,

to meet internal or public revenue or earnings projections, forecasts, guidance, estimates, milestones or budgets for any period ending

(or for which revenues or earnings are released) on or after the date of this Agreement (provided that the facts or causes underlying

or contributing to such change or failure shall be considered in determining whether a Tenax Material Adverse Effect has occurred); (ii) changes

in general economic, legal, regulatory or political conditions, or in the financial, credit or capital markets in general; (iii) changes

in applicable Law or GAAP or in any interpretation thereof; (iv) changes in the markets or industries in which Tenax and its Subsidiaries

operate (including legal and regulatory changes); (v) acts of civil unrest or war (whether or not declared), armed hostilities or

terrorism or any escalation or worsening of any acts of civil unrest or war (whether or not declared), armed hostilities or terrorism

under way as of the date of this Agreement; (vi) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, volcanic eruptions

or other natural disasters or any epidemic or pandemic; (vii) any changes resulting or arising from the identity of AIR or any of its

Affiliates; or (viii) the public announcement, pendency or performance of this Agreement; provided that, in each of clauses

(ii) through (vi), Tenax and its Subsidiaries, taken as a whole, are not affected disproportionately relative to other participants in

the industries in which they operate; or (b) would reasonably be expected to prevent or materially impede, materially interfere with,

materially hinder or materially delay the consummation of the Transactions by Tenax or otherwise prevent Tenax from performing its obligations

under this Agreement.

“Tenax Nominee” means NTC Equity

Holdings, LLC.

“Tenax Owned IP” means all Intellectual

Property owned or exclusively licensed by Tenax or any of its Subsidiaries (whether solely or jointly with one or more other Persons)

as of the Original Execution Date.

“Tenax Permits” means franchises,

grants, authorizations, licenses, permits, easements, variances, exceptions, consents, concessions, registrations, clearances, exemptions,

certificates, filings, notices, approvals and orders of any Governmental Authority necessary for Tenax and each of its Subsidiaries to

own, lease and operate their respective properties and assets or to carry on their respective businesses as they are now being conducted.

“Tenax Real Property Leases” means

all leases, subleases, licenses, occupancy agreements and other agreements under which Tenax or any of its Subsidiaries uses or occupies

or has the right to use or occupy any real property (including all guaranties and assignments thereof and all modifications, amendments,

supplements and side letters thereto).

“Tenax Service Provider” means

each of the directors, officers, employees and independent contractors of Tenax and each of its Subsidiaries.

“Tenax Warrantholders” means AEAMF

Aero Funding LLC, ACSF Aero Funding LLC, MMPDFII Aero Blocker, LLC and MetLife Middle Market Private Debt Fund II, LP; provided

that a Tenax Warrantholder shall become a Tenax Member to the extent it exercises its Warrant prior to the Closing.

“Trading Day” means a day on which

shares of AIR Common Stock are traded on the NYSE American.

“Transaction Documents” means,

collectively, this Agreement, the AIR Stockholder Support Agreement, the Tenax Member Support Agreements, the Tenax Member Lock-Up Agreements,

the Redemption Rights Agreement, the Registration Rights Agreement, the Certificate of Merger and all other Contracts delivered or required

to be delivered by any party hereto at or prior to the Closing pursuant to this Agreement.

“Transactions” means the transactions

contemplated by the Transaction Documents, including the Merger.

“Warrants” means, collectively,

(i) Warrant to Purchase Class A-2 Units No. W-1, dated as of January 7, 2026, held by AEAMF Aero Funding LLC; (ii) Warrant to Purchase

Class A-2 Units No. W-2, dated as of January 7, 2026, held by ACSF Aero Funding LLC; (iii) Warrant to Purchase Class A-2 Units No.

W-3, dated as of January 7, 2026, held by MMPDFII Aero Blocker, LLC; and (iv) Warrant to Purchase Class A-2 Units No. W-4, dated as of

January 7, 2026, held by MetLife Middle Market Private Debt Fund II, LP.

“Webster Loan” means the Loan

and Security Agreement, dated as of December 31, 2019, by and among Air Industries Machining, Corp., a New York corporation, Nassau

Tool Works, Inc., a New York corporation, and The Sterling Engineering Corporation, a Connecticut corporation, as borrowers, AIR and Air

Realty Group, LLC, a Connecticut limited liability company, as guarantors and Webster Bank, National Association, as lender, as amended

from time to time.

Section 1.02

Other Defined Terms. The following terms have the meanings set forth in the Sections set forth below:

Defined Term

Location of Definition

Agreement

Preamble

AIR

Preamble

AIR Certificate of Change

Recitals

AIR Charter Amendment

Section 2.05

AIR Financial Statements

Section 4.06(b)

AIR Material Contracts

Section 4.17(a)

Defined Term

Location of Definition

AIR Recommendation

Recitals

AIR Related Parties

Section 9.03(h)

AIR Reverse Stock Split

Recitals

AIR SEC Reports

Section 4.06(a)

AIR Stock Issuance

Recitals

AIR Stockholder Support Agreement

Recitals

AIR Stockholders Meeting

Recitals

AIR Termination Fee

Section 9.03(a)(iii)

Anti-Corruption Laws

Section 4.21(a)

Antitrust Laws

Section 7.07(a)

Certificate of Merger

Section 2.03

Change in the AIR Recommendation

Section 7.02(d)

Charter Amendment Effective Time

Section 7.20

Closing

Section 2.02

Consenting Tenax Members

Recitals

Continuing Employees

Section 7.04(a)

D&O Insurance

Section 7.05(b)

Effective Time

Section 2.03

Existing Agreement

Recitals

Export Control Laws

Section 4.21(d)

Filed AIR SEC Reports

Article IV

Key AIR Stockholders

Recitals

Merger

Recitals

Merger Sub

Preamble

Money Laundering Laws

Section 4.21(b)

Notice of Adverse Recommendation

Section 7.02(d)

Original Agreement

Recitals

Original Execution Date

Recitals

Pass-Through Tax Matter

Section 7.12(c)

Pass-Through Tax Return

Section 7.12(b)

Payoff Amount

Section 7.13

Payoff Debt

Section 7.13

Payoff Letters

Section 7.13

Proxy Statement/Prospectus

Section 4.04(b)

R&D Sponsor

Section 4.14(h)

Redemption Price

Recitals

Registration Statement

Section 4.04(b)

Restraint

Section 8.01(c)

Restriction

Section 7.07(a)

Rights Agent

Recitals

Sanctioned Person

Section 4.21(c)

Sanctions

Section 4.21(c)

Surviving Company

Section 2.01

Tenax

Preamble

Defined Term

Location of Definition

Tenax Closing Capitalization Schedule

Section 3.01(a)

Tenax Financial Statements

Section 5.06(a)

Tenax Material Contracts

Section 5.17(a)

Tenax Member Lock-Up Agreements

Recitals

Tenax Member Support Agreements

Recitals

Tenax Members

Recitals

Tenax Related Parties

Section 9.03(h)

Tenax Termination Fee

Section 9.03(b)

Tenax Units

Section 3.02(a)

Tenax Warrantholder Allocation

Section 3.01(a)(ii)

Transfer Agent

Section 3.06(a)

Section 1.03

Interpretation; Headings. Whenever the words “include”, “includes” or “including” are

used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The definitions contained in

this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine

and neuter genders of such terms. When reference is made to an Article, Section, Schedule or Exhibit, such reference is to an Article

or Section of, or Schedule or Exhibit to, this Agreement unless otherwise indicated. The table of contents and descriptive headings contained

in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this

Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or

delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “herein” and “hereunder”

and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this

Agreement. The word “or” is not exclusive (i.e., it means “and/or”). Any Contract, instrument or Law defined

or referred to herein or in any Contract or instrument that is referred to herein means such Contract, instrument or Law as from time

to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of

Laws) by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein. References

to a Person are also to its permitted successors and assigns. Each of the parties has participated in the drafting and negotiation of

this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement must be construed as if it is drafted by

all the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of authorship of any of

the provisions of this Agreement. The phrases “delivered”, “provided to”, “made available” and “furnished

to” and phrases of similar import when used herein, unless the context otherwise requires, mean, with respect to any statement to

the effect that any information, document or other material has been “delivered”, “provided to”, “made available

to” or “furnished to” Tenax or AIR, as applicable, that such information, document or material was made available for

review in an unredacted form by Tenax or AIR, as applicable, or any of its Representatives no later than 5:00 p.m., New York City time,

on the Original Execution Date in the virtual data room established by AIR or Tenax, as applicable, in connection with this Agreement.

Article

THE MERGER

Section 2.01

The Merger. Upon the terms and subject to the satisfaction or written waiver (where permissible) of the conditions set forth

in Article VIII, and in accordance with the applicable provisions of the DLLCA and this Agreement, at the Effective Time,

Merger Sub shall be merged with and into Tenax. As a result of the Merger, the separate corporate existence of Merger Sub shall cease

and Tenax shall continue as the surviving limited liability company in the Merger (the “Surviving Company”) and, following

the Merger, Tenax shall be a wholly owned Subsidiary of AIR.

Section 2.02

Closing. The closing of the Transactions (the “Closing”) shall take place on the third Business Day after

the satisfaction or written waiver (where permissible) of the conditions set forth in Article VIII (other than those conditions

that by their terms are to be satisfied at the Closing, but subject to the satisfaction or written waiver (where permissible) of those

conditions at the Closing), unless another date is agreed to in writing by Tenax and AIR. The Closing shall be held at the offices of

Cravath, Swaine & Moore LLP, Two Manhattan West, 375 Ninth Avenue, New York, New York 10001, or such other place as

the parties shall agree.

Section 2.03

Effective Time. Subject to the terms and conditions of this Agreement, as soon as practicable on the Closing Date, (a) Tenax

will cause a certificate of merger (the “Certificate of Merger”) to be filed with the Secretary of State of the State

of Delaware in such form as is required by, and executed in accordance with, the relevant provisions of the DLLCA (the date and time of

the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as is specified

in the Certificate of Merger and as is agreed to by AIR and Tenax in writing, being the “Effective Time” and (b) each

of AIR, Merger Sub and Tenax shall make all other filings or recordings required under the NRS or the DLLCA (if any).

Section 2.04

Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Agreement and in the

applicable provisions of the DLLCA.

Section 2.05

Organizational Documents. (a) At the Effective Time, (i) the certificate of formation of the Surviving Company shall be

the certificate of formation of Tenax as of immediately prior to the Effective Time and (ii) the limited liability company agreement in

the form set forth in Exhibit D to this Agreement shall be the limited liability company agreement of the Surviving Company, in

each case until thereafter amended in accordance with applicable Law; (b) at the Charter Amendment Effective Time, the articles of incorporation

of AIR shall be amended pursuant to an amendment in the form attached as Exhibit E to this Agreement (the “AIR Charter

Amendment”) and, as so amended, shall be the articles of incorporation of AIR until thereafter amended as provided therein or

in accordance with applicable Law; and (c) AIR shall amend its bylaws effective at the Closing to delete Section 1.11 thereof.

Section 2.06

Directors of AIR. The parties shall take all requisite action (including to the extent necessary increasing the size of

the AIR Board) so that, from and after the Effective Time, the AIR Board shall include no fewer than eight directors, which shall consist

only of (a) no fewer than six individuals designated by Tenax and (b) two individuals to be mutually agreed upon by Tenax and AIR,

each to hold office in accordance with the articles of incorporation and bylaws of AIR.

Section 2.07

Officers. The officers of Tenax immediately prior to the Effective Time shall be the officers of the Surviving Company,

in each case until their respective successors are duly elected and qualified or until such officer’s earlier death, resignation

or removal.

Article

III

MERGER CONSIDERATION

Section 3.01

Pre-Closing Deliveries.

(a)

No less than two Business Days prior to the Closing, Tenax shall deliver to AIR a statement prepared in good faith, substantially

in the form of Section 3.01 of the Tenax Disclosure Letter (which has been illustratively prepared as if the Effective Time occurred

on the Original Execution Date) (the “Tenax Closing Capitalization Schedule”), setting forth, in each case, as of the

Effective Time, with reasonable supporting detail:

(i)

a list of all Tenax Members and Tenax Warrantholders, and each Tenax Member and Tenax Warrantholder’s address; and

(ii)

(A) the portion of the Merger Consideration payable to each Tenax Member and (B) the portion of the Merger Consideration that would

be payable to each Tenax Warrantholder if such Tenax Warrantholder had exercised its Warrant (if and to the extent it remains outstanding)

immediately prior to the Effective Time (a “Tenax Warrantholder Allocation”), in each case which will (1) be calculated

in accordance with the terms and conditions of this Agreement and the limited liability company agreement of Tenax and (2) specifically

identify the number of shares of AIR Common Stock payable to each Tenax Member and Tenax Warrantholder; provided that, notwithstanding

anything otherwise to the contrary in this Agreement, the aggregate number of shares of AIR Common Stock allocated to the Tenax Members

and Tenax Warrantholders shall not exceed the number of shares of AIR Common Stock constituting the Merger Consideration.

(b)

AIR and its Representatives, including the Transfer Agent, shall be entitled to conclusively rely on the amounts and calculations

set forth in the Tenax Closing Capitalization Schedule.

Section 3.02

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Tenax, AIR

or Merger Sub:

(a)

Each membership unit of Tenax (“Tenax Units”) issued and outstanding immediately prior to the Effective Time

shall be converted into the right to receive the portion of Merger Consideration allocated in respect thereof in accordance with the Tenax

Closing Capitalization Schedule, and each holder of a Tenax Unit immediately prior to the Effective Time shall thereafter cease to have

any rights with respect to such Tenax Unit except the right to receive the Merger Consideration in respect thereof, in consideration therefor

pursuant to the terms of this Agreement. The Merger Consideration issued (and paid) in accordance with the terms of this Article III

upon conversion of the Tenax Units will be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to such

Tenax Units, and after the Effective Time there will be no further registration of transfers on the transfer books (or equivalent) of

the Surviving Company of Tenax Units that were outstanding immediately prior to the Effective Time.

(b)

All membership interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into 100%

of the membership interests of the Surviving Company.

Section 3.03

Certain Adjustments. Without limiting the obligations of AIR pursuant to Section 6.01, if, at any time on or

after the Original Execution Date and prior to the Closing, AIR makes (or any record date occurs with respect thereto) (i) any subdivision,

stock dividend or split of any AIR Common Stock (including the AIR Reverse Stock Split) or (ii) combination, recapitalization, exchange

of shares, reclassification or similar transaction of AIR Common Stock into a different number of shares of AIR Common Stock or different

class, then the Merger Consideration, the Debt Adjusted AIR Share Price and any other amounts payable pursuant to this Agreement shall

be appropriately and equitably adjusted to reflect such event and provide the same economic effect for the Tenax Members as contemplated

by this Agreement prior to such event.

Section 3.04

Repayment of Payoff Debt. At the Closing, Tenax or one of its Affiliates shall repay, or cause to be repaid, on behalf of

AIR and its Subsidiaries, the outstanding balance of the Payoff Debt in accordance with the Payoff Letters furnished to Tenax pursuant

to Section 7.13 by wire transfer of immediately available funds to the account designated in the applicable Payoff Letter.

Section 3.05

Reservation of Shares. Prior to the Closing, AIR shall reserve for future issuance upon exercise of the Warrants a number

of shares of AIR Common Stock equal to the aggregate amount of the Tenax Warrantholder Allocations set forth on the Tenax Closing Capitalization

Schedule.

Section 3.06

Exchange of Shares.

(a)

Transfer Agent. At or prior to the Effective Time, AIR shall deposit, or shall cause to be deposited, with Broadridge Corporate

Issuer Solutions, LLC (the “Transfer Agent”), in trust for the benefit of the Tenax Members, a number of shares of

AIR Common Stock, in book-entry or certificated form, equal to the portion of the Merger Consideration issuable to the Tenax Members in

accordance with the Tenax Closing Capitalization Schedule for the purpose of exchanging Tenax Units for the Merger Consideration.

(b)

Exchange Procedures. Prior to the Effective Time, Tenax will provide to each Person who is or will be, as of immediately

prior to the Effective Time, a Tenax Member a letter of transmittal, which shall contain customary representations and warranties of the

type commensurate with a private placement of securities exempt from registration under the Securities Act and such other provisions as

Tenax may reasonably specify (including a provision confirming that delivery shall be effected, and risk of loss and title shall pass,

only upon proper delivery of such letter of transmittal). Upon delivery to the Transfer Agent of such letter of transmittal, duly executed,

and such other documents as may reasonably be required by the Transfer Agent or Tenax, the Tenax Member will be entitled to receive (following

the Effective Time) in exchange such Tenax Member’s Tenax Units, the portion of the Merger Consideration allocated to such Tenax

Member in accordance with the Tenax Closing Capitalization Schedule (together with cash in lieu of fractional shares), and such Tenax

Member’s Tenax Units will forthwith be canceled. Until exchanged as contemplated by this Section 3.06, any Tenax Units

will be deemed at any time after the Effective Time to represent only the right to receive upon such exchange Merger Consideration as

contemplated by this Section 3.06. No interest will be paid or accrue on any cash payable upon exchange of any Tenax Units.

Section 3.07

No Fractional Shares.

(a)

No certificates or scrip representing fractional shares of AIR Common Stock will be issued upon the conversion of Tenax Units pursuant

to Section 3.06, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a holder

of AIR Common Stock. For purposes of this Section 3.07, all fractional shares to which a single record holder would be entitled

will be aggregated, and calculations will be rounded up to three decimal places.

(b)

Fractional shares of AIR Common Stock that would otherwise be allocable to any former Tenax Members in the Merger will be aggregated,

and no Tenax Members will receive cash in exchange therefor equal to or greater than the value of one full share of AIR Common Stock.

The Transfer Agent will cause the whole shares obtained thereby to be sold, in the open market or otherwise as reasonably directed by

AIR, and in no case later than 20 Business Days after the Effective Time (assuming all Tenax Units have been surrendered pursuant to Section 3.05

by such date). The Transfer Agent will make available the net proceeds thereof, after deducting any required withholding Taxes and brokerage

charges, commissions and transfer Taxes, on a pro rata basis, without interest, as soon as practicable to the Tenax Members entitled to

receive such cash. Payment of cash in lieu of fractional shares of AIR Common Stock will be made solely for the purpose of avoiding the

expense and inconvenience to AIR of issuing fractional shares of AIR Common Stock and will not represent separately bargained-for consideration.

Section 3.08

No Liability. None of the parties hereto, the Surviving Company or the Transfer Agent will be liable to any Person in respect

of any shares of AIR Common Stock properly delivered to any public official pursuant to any applicable abandoned property, escheat or

similar Law.

Section 3.09

Further Action. If, at any time after the Effective Time, any further action is determined by AIR or Tenax to be necessary

or desirable to carry out the purposes of this Agreement or to vest the Surviving Company with full right, title and possession, and to

all rights and property, of Merger Sub and Tenax, the officers and directors of the Surviving Company and AIR shall be fully authorized

(in the name of Merger Sub, in the name of Tenax, and otherwise) to take such action.

Section 3.10

AIR Equity Awards. Each AIR Equity Award that is then outstanding as of immediately prior to the Effective Time shall continue

on the same terms and conditions as were applicable to such AIR Equity Award as of immediately prior to the Effective Time. At or prior

to the Effective Time, AIR, the AIR Board and the Compensation Committee of the AIR Board, as applicable, shall adopt any resolutions

and take any actions which are necessary to effectuate the provisions of this Section 3.10.

Article

REPRESENTATIONS AND WARRANTIES OF AIR AND MERGER SUB

AIR and Merger Sub jointly and severally represent

and warrant to Tenax that, except as (A) set forth in the AIR Disclosure Letter (it being understood that any information, item or matter

set forth in one section or subsection of the AIR Disclosure Letter shall be deemed to apply to and qualify the section or subsection

of this Agreement to which it corresponds and each other section or subsection of this Agreement to the extent that it is reasonably apparent

based upon the face of such disclosure that such information, item or matter is relevant to such other section or subsection; provided,

however, that only items disclosed in Section 4.02, Section 4.04(b) and Section 4.07 of the AIR Disclosure

Letter shall be deemed disclosed with respect to Section 4.02, Section 4.04(b) and Section 4.07, respectively); or

(B) disclosed in any report, schedule, form, statement or other document (including exhibits and other information incorporated therein)

filed with, or furnished to, the SEC from and after January 1, 2023 by AIR and publicly available on the SEC’s Electronic Data Gathering,

Analysis, and Retrieval system prior to the Original Execution Date (the “Filed AIR SEC Reports”), other than in any

disclosures in any such Filed AIR SEC Reports contained in the “Risk Factors” and “Special Note Regarding Forward-Looking

Statements” and “Quantitative and Qualitative Disclosures about Market Risk” sections thereof or under similarly

titled captions or sections thereof (in each case other than any statements of fact) or other similarly cautionary, forward-looking or

predictive statements in such Filed AIR SEC Reports; provided that nothing in the Filed AIR SEC Reports shall be deemed to be disclosures

against Section 4.01(a), Section 4.02 and Section 4.03.

Section 4.01

Organization and Qualification; Subsidiaries.

(a)

Each of AIR and its Subsidiaries is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction

of its organization and has the requisite corporate or similar power and authority and all necessary governmental authorizations and approvals

to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except (i) with respect

to AIR’s Subsidiaries other than Merger Sub, where the failure to be in good standing or to have such power, authority and governmental

authorizations and approvals would not, individually or in the aggregate, reasonably be expected to have an AIR Material Adverse Effect

and (ii) with respect to AIR and Merger Sub, where the failure to possess such governmental authorizations and approvals would not, individually

or in the aggregate, reasonably be expected to have an AIR Material Adverse Effect. Each of AIR and its Subsidiaries is duly qualified

or licensed as a foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties

or assets owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary or desirable,

except where the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, be reasonably

expected to have an AIR Material Adverse Effect.

(b)

Section 4.01(b) of the AIR Disclosure Letter sets forth a true and complete list of each Subsidiary of AIR, the jurisdiction

of incorporation or formation of each such Subsidiary and the ownership interest of AIR and any third parties in each such Subsidiary.

(c)

AIR has made available to Tenax, prior to the execution of this Agreement, a true and complete copy of AIR’s articles of

incorporation and bylaws and the equivalent organizational documents of each of its Subsidiaries, in each case, as amended to the date

of this Agreement. Such articles of incorporation, bylaws and equivalent organizational documents are in full force and effect. Neither

AIR nor any of its Subsidiaries is in violation of any of the provisions of its articles of incorporation, bylaws or equivalent organizational

documents.

Section 4.02

Capitalization.

(a)

The authorized capital stock of AIR consists of (i) 20,000,000 shares of AIR Common Stock and (ii) 3,000,000 shares of

AIR Preferred Stock. As of the Capitalization Date and as of the Original Execution Date, (i) 4,771,954 and 4,781,054 shares, respectively,

of AIR Common Stock were issued and outstanding (with no shares of AIR Common Stock issued and held in the treasury of AIR), (ii) no shares

of AIR Preferred Stock were issued and outstanding and (iii) 665,281 shares of AIR Common Stock were reserved and available for issuance

pursuant to the AIR Stock Plans, of which (A) 425,703 and 485,703 shares, respectively, of AIR Common Stock were subject to outstanding

AIR Stock Options (with a weighted-average exercise price of $6.01 as of the Capitalization Date), (B) 190,420 and 431,591 shares, respectively,

of AIR Common Stock were subject to outstanding AIR RSU Awards and (C) 361,697 shares of AIR Common Stock were reserved for issuance

upon conversion of the AIR Convertible Notes. Except as set forth in this Section 4.02, there are no authorized, issued, reserved

for issuance or outstanding (i) shares of capital stock, voting securities or other equity interests of AIR; (ii) options, calls,

warrants, convertible debt, other convertible or exchangeable instruments or rights, agreements, arrangements or commitments of any character

made or issued by AIR or any of its Subsidiaries obligating AIR or any of its Subsidiaries to issue, deliver or sell any shares of capital

stock, voting securities or other equity interests of AIR or any of its Subsidiaries other than the AIR Convertible Notes; or (iii) “phantom”

stock, “phantom” stock rights, stock appreciation rights, stock-based units or any other similar interests issued by AIR or

any of its Subsidiaries, or rights to acquire such interests from AIR or any Subsidiary. All shares of AIR Stock subject to issuance as

aforesaid and, upon issuance on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, and

each outstanding share of AIR Stock has been and is, (i) duly authorized, validly issued, fully paid and non-assessable; (ii) not

subject to or issued in violation of any preemptive rights, purchase option, call option, right of first refusal, anti-dilutive right,

subscription right or any similar right created by applicable Law, the organizational documents of AIR or any agreement to which AIR is

a party or otherwise bound; and (iii) free of any Encumbrances created by AIR in respect thereof. There are no outstanding contractual

obligations of AIR or any of its Subsidiaries to repurchase, redeem or otherwise acquire any capital stock, voting securities or other

equity interests or securities convertible into or exchangeable or exercisable for capital stock, voting securities or other equity interests

of AIR or any of its Subsidiaries or to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise)

in, any Subsidiary of AIR or any other Person.

(b)

All AIR Stock Options and AIR RSU Awards are evidenced by award agreements, in each case, in the forms made available to Tenax

by AIR, and no award agreement contains terms that are inconsistent with the applicable forms. There are no declared or accrued unpaid

dividends with respect to any AIR Stock. Each AIR Stock Option and each AIR RSU Award may, by its terms, be treated as provided for in

Section 3.10. Each AIR Stock Option has an exercise price equal to or greater than the fair market value of a share of AIR

Common Stock on the date such AIR Stock Option was granted.

(c)

Each outstanding share of capital stock of, or other equity interests in, each Subsidiary of AIR is duly authorized, validly issued,

fully paid and non-assessable; each such share or interest is owned by AIR or another of its wholly owned Subsidiaries free and clear

of all Encumbrances and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other equity

interests; and each such share or interest was not issued in violation of any preemptive rights, purchase option, call option, right of

first refusal, anti-dilutive right, subscription right or any similar right under applicable Law, the organizational documents of any

applicable Subsidiary or any agreement to which AIR or any Subsidiary is a party or otherwise bound. Except for the capital stock of,

or other equity interest in, its Subsidiaries, AIR does not own, directly or indirectly, any capital stock of, or other equity or similar

interest in, any corporation, partnership, joint venture, association or other entity.

(d)

As of the date of this Agreement, other than the AIR Convertible Notes, no bonds, debentures, notes or other Indebtedness of AIR

having the right to vote (or convertible into or exercisable for securities having the right to vote) on any matters on which stockholders

of AIR may vote are issued or outstanding. The AIR 6% Convertible Notes are convertible into shares of AIR Common Stock at a conversion

price of $10.50 per share, and the AIR 7% Convertible Notes are convertible into shares of AIR Common Stock at a conversion price of $9.30

per share.

(e)

As of the Capitalization Date and as of the Original Execution Date, there was (i) $2,519,068 aggregate principal amount outstanding

under the AIR 6% Convertible Notes, (ii) $1,802,000 aggregate principal amount outstanding under the AIR 7% Convertible Notes and

(iii) $550,000 aggregate principal amount outstanding under the AIR 12% Subordinated Notes. As of the date of this Agreement, AIR

has no outstanding obligations in respect of Indebtedness evidenced by bonds, debentures, notes or similar instruments other than the

AIR Subordinated Notes.

(f)

Except as provided in the AIR Stockholder Support Agreement, none of AIR or any of its Subsidiaries is party to any stockholder

agreements, voting trusts, proxies or other similar agreements, arrangements or understandings with respect to the voting or transfer,

or requiring registration, of the AIR Common Stock or the AIR Preferred Stock or other voting or equity interests in AIR or any of its

Subsidiaries.

(g)

The shares of AIR Common Stock constituting Merger Consideration being issued hereunder, when issued, sold and delivered in accordance

with the terms of this Agreement, will be duly and validly issued, fully paid and nonassessable, and free of any Encumbrances on transfer

other than restrictions under AIR’s articles of incorporation (as amended by the AIR Charter Amendment and the AIR Certificate of

Change) and under applicable Law, including Blue Sky Laws and the Securities Act.

(h)

AIR owns one hundred percent (100%) of the issued and outstanding limited liability company interests of Merger Sub, free and clear

of any Encumbrances (other than restrictions imposed by applicable securities Laws or the organizational documents of Merger Sub), and

all of such interests have been duly authorized and validly issued and are fully paid, nonassessable and free of preemptive rights, in

each case, in all material respects. Merger Sub does not own any shares of AIR Common Stock.

Section 4.03

Authority Relative to This Agreement; Vote Required.

(a)

Each of AIR and Merger Sub has all necessary power and authority to execute and deliver this Agreement and the other Transaction

Documents to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution

and delivery of this Agreement and such other Transaction Documents by AIR and Merger Sub and the consummation by AIR and Merger Sub of

the Transactions have been duly and validly authorized by all necessary corporate action or equivalent, and no other proceedings on the

part of AIR or Merger Sub are necessary to authorize this Agreement or such other Transaction Documents or to consummate the Transactions

other than (i) filing the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DLLCA, (ii) receipt

of the AIR Stockholder Approvals and (iii) filing the AIR Charter Amendment with the Nevada Secretary of State in accordance with the

NRS. This Agreement has been duly and validly executed and delivered by AIR and Merger Sub and, assuming due authorization, execution

and delivery by Tenax, constitutes a legal, valid and binding obligation of each of AIR and Merger Sub, enforceable against each of AIR

and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating

to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect

of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(b)

The AIR Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently

rescinded, modified or withdrawn in any way prior to the date of this Agreement, has (i) determined that this Agreement and the Transactions

are fair to, and in the best interests of, AIR and its stockholders; (ii) adopted this Agreement and approved the Transaction Documents

and the Transactions; (iii) resolved to recommend that the stockholders of AIR vote in favor of approving the AIR Charter Amendment and

the AIR Stock Issuance; and (iv) directed that the AIR Charter Amendment and the AIR Stock Issuance be submitted to AIR’s stockholders

for approval at the AIR Stockholders Meeting.

(c)

The only votes of the holders of any class or series of capital stock of AIR necessary to approve the AIR Charter Amendment and

the AIR Stock Issuance are the AIR Stockholder Approvals.

Section 4.04

No Conflict; Required Filings and Consents.

(a)

The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by each of AIR and Merger

Sub do not, and the performance of this Agreement and such other Transaction Documents by each of AIR and Merger Sub, and the consummation

of the Transactions, will not, (i) conflict with or violate the articles of incorporation, bylaws or other equivalent organizational

documents of (A) AIR, (B) Merger Sub or (C) any Subsidiaries of AIR other than Merger Sub, (ii) assuming all consents, approvals,

authorizations and other actions described in Section 4.04(b) have been obtained or taken and all filings and obligations

described in Section 4.04(b) have been made or satisfied, conflict with or violate any Law applicable to AIR or any of its

Subsidiaries or by which any property or asset of AIR or any of its Subsidiaries is bound or affected or (iii) violate, conflict

with, require consent under, result in any breach of, result in loss of benefit under or constitute a default (or an event which, with

notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or

cancellation of, or result in the creation of an Encumbrance on any property or asset of AIR or any of its Subsidiaries pursuant to, any

Contract, AIR Permit or other instrument or obligation to which AIR or any of its Subsidiaries is a party or by which AIR or any of its

Subsidiaries or any of their respective assets or properties is bound or affected, except, with respect to clauses (i)(C), (ii) and

(iii) of this Section 4.04(a), for any such conflicts, violations, breaches, defaults or other occurrences which would not,

individually or in the aggregate, reasonably be expected to have an AIR Material Adverse Effect.

(b)

The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by each of AIR and Merger

Sub do not, and the performance of this Agreement and such other Transaction Documents by each of AIR and Merger Sub, and the consummation

of the Transactions, will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental

Authority, except (i) the filing with the SEC of a registration statement on Form S-4 to register under the Securities Act the shares

of AIR Common Stock to be issued in connection with the Merger (together with all amendments and supplements thereto, the “Registration

Statement”), which will include a proxy statement/prospectus relating to the AIR Stockholders Meeting (the “Proxy Statement/Prospectus”),

the declaration of effectiveness of the Registration Statement under the Securities Act, the filing with the SEC of the Proxy Statement/Prospectus

and the filing with the SEC of such other reports required in connection with the Transactions under, and such other compliance with,

the Exchange Act and the Securities Act and the rules and regulations thereunder, (ii) the filing with the Secretary of State of the State

of Delaware of the Certificate of Merger as required by the DLLCA, (iii) the filing with the Nevada Secretary of State of the AIR Charter

Amendment in accordance with the NRS, (iv) compliance with notices and filings under the HSR Act and all other applicable Antitrust Laws

(as defined below), (v) such filings and approvals as are required to be made or obtained under Blue Sky Laws in connection with the AIR

Stock Issuance, (vi) any notices, applications and filings required under the rules and regulations of the NYSE American, including

the application to the NYSE American for the acquisition and issuance of the shares of AIR Common Stock constituting Merger Consideration

for trading thereon, (vii) post-Closing filings by AIR and Tenax with the U.S. Department of State with respect to AIR’s open export

licenses, (viii) post-Closing filings with the U.S. Government System of Award Management with respect to AIR’s Commercial and Government

Entity (CAGE) code registration and (ix) such other consents, approvals, orders, authorizations, registrations, declarations, transfers,

waivers, disclaimers and filings, the failure of which to be obtained or made would not, individually or in the aggregate, reasonably

be expected to have an AIR Material Adverse Effect.

Section 4.05

Permits; Compliance.

(a)

Since January 1, 2023, AIR and its Subsidiaries have operated and conducted their businesses in compliance in all material respects

with all Laws of any Governmental Authority applicable to their respective businesses or operations and all internal or posted policies

and procedures. Since January 1, 2023, neither AIR nor any of its Subsidiaries has received any written notice alleging, or been charged

with, any material violation of any Laws.

(b)

AIR and each of its Subsidiaries have obtained and hold all AIR Permits, and all such AIR Permits are valid and in full force and

effect, except where the failure to hold the same or to be in full force and effect would not, individually or in the aggregate, reasonably

be expected to have an AIR Material Adverse Effect. In addition, (i) there has occurred no default under, or violation of, any such

AIR Permit, (ii) no suspension or cancellation of any of the AIR Permits is pending or, to the knowledge of AIR, threatened and (iii)

AIR has taken all measures reasonably necessary (including by making all applications or filings required by applicable Law or the applicable

Governmental Authority) to extend any AIR Permit to prevent the expiration thereof, in each case, except as would not, individually or

in the aggregate, reasonably be expected to have an AIR Material Adverse Effect.

Section 4.06

SEC Filings; Financial Statements; Undisclosed Liabilities.

(a)

AIR has filed all forms, reports, statements, schedules and other documents required to be filed by it with the SEC since January

1, 2023 (collectively, the “AIR SEC Reports”). The AIR SEC Reports (i) at the time they were filed and, if amended,

as of the date of such amendment, complied in all material respect with all applicable requirements of the Securities Act, the Exchange

Act or SOX, as the case may be, and the rules and regulations promulgated thereunder, and (ii) did not, at the time they were filed, and,

if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required

to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were

made, not misleading.

(b)

Each of the consolidated financial statements (including, in each case, any notes thereto) contained in the AIR SEC Reports (collectively,

the “AIR Financial Statements”) was prepared in accordance with GAAP applied on a consistent basis throughout the periods

indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial

condition, results of operations, changes in stockholders’ equity and cash flows of AIR and its consolidated Subsidiaries as of

the respective dates thereof and for the respective periods indicated therein (subject, in the case of unaudited financial statements,

to normal year-end adjustments).

(c)

AIR and its Subsidiaries maintain a system of internal controls over financial reporting that are effective to ensure (i) the

reliability of financial reporting, including policies and procedures that mandate the maintenance of records that in reasonable detail

accurately and fairly reflect the material transactions and dispositions of the assets of AIR and its Subsidiaries, (ii) that transactions

are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) that

transactions are executed only in accordance with the authorization of management and (iv) the prevention or timely detection of

the unauthorized acquisition, use or disposition of assets.

(d)

Neither AIR nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent

or otherwise), except liabilities (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of AIR

as of December 31, 2024, included in the AIR Financial Statements, (ii) incurred after December 31, 2024, in the ordinary

course of business consistent with past practice, (iii) incurred in connection with the negotiation, execution, delivery or performance

of, or pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting

from a breach by AIR of this Agreement shall not be deemed a liability incurred in connection with the negotiation, execution, delivery

or performance of, or pursuant to the terms of, this Agreement) or (iv) that would not, individually or in the aggregate, reasonably

be expected to have an AIR Material Adverse Effect.

(e)

Since January 1, 2023, none of AIR, AIR’s independent accountants, the AIR Board or its audit committee has received any

written, or to the knowledge of AIR, oral notification of any (i) “significant deficiency” in the internal controls over financial

reporting of AIR; (ii) “material weakness” in the internal controls over financial reporting of AIR; or (iii) fraud,

whether or not material, that involves management or other employees of AIR who have a significant role in the internal controls over

financial reporting of AIR. Since January 1, 2023, there have been no material internal investigations regarding accounting, auditing

or revenue recognition discussed with, reviewed by or initiated at the direction of the Chief Executive Officer or Chief Financial Officer

of AIR or the AIR Board or any committee thereof. For purposes of this Agreement, the terms “significant deficiency” and “material

weakness” shall have the meanings assigned to them in the Statement of Auditing Standard FAS 115 – Communicating Internal

Control Related Matters Identified in an Audit, as in effect on the date hereof.

(f)

Since January 1, 2023, (i) neither AIR nor any of its Subsidiaries has received any written or, to the knowledge of AIR, oral

complaint, allegation, assertion or claim regarding accounting, internal accounting controls or auditing practices, procedures, methodologies

or methods of AIR or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to AIR or any of its Subsidiaries,

and (ii) no attorney representing AIR or any of its Subsidiaries, whether or not employed by AIR or any of its Subsidiaries, has

reported evidence of a breach of fiduciary duty or similar violation by AIR or any of its Subsidiaries or any of their respective officers,

directors, employees or agents to the AIR Board or any committee thereof or to the General Counsel or Chief Executive Officer of AIR,

except as, in each of (i) and (ii), has not had and would not, individually or in the aggregate, reasonably be expected to have an AIR

Material Adverse Effect.

(g)

Neither AIR nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance

sheet partnership or similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among

AIR and any of its Subsidiaries, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose

or limited purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a)

of Regulation S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any

material transaction involving, or material liabilities of, AIR or any of its Subsidiaries in the AIR Financial Statements.

Section 4.07

Absence of Certain Changes or Events. Since December 31, 2024, there has not been any event, occurrence, state of facts,

development, circumstance, change or effect that, individually or in the aggregate with all other events, occurrences, state of facts,

developments, circumstances, changes and effects, has had or would reasonably be expected to have an AIR Material Adverse Effect. From

December 31, 2024 to the Original Execution Date, (a) AIR and its Subsidiaries have conducted their businesses in all material respects

in the ordinary course and in a manner consistent with past practice and (b) neither AIR nor any of its Subsidiaries has taken any action

that, if taken after the Original Execution Date, would constitute a breach of any of the covenants set forth in Section 6.01

(with the exception of those set forth in clauses (b)(i), (iii), (xiii), (xviii), (xix), (xx),

(xxii) and (xxiii) (to the extent related to the foregoing)).

Section 4.08

Information Supplied. The information relating to AIR and its Subsidiaries that is provided by or on behalf of AIR or any

of its Subsidiaries for inclusion in the Registration Statement and the Proxy Statement/Prospectus, or in any other document filed with

any other Governmental Authority in connection with the Merger and the other Transactions, will not, (i) in the case of the Registration

Statement, at the time it (or any amendment or supplement thereto) is filed with the SEC and at the time it is declared effective under

the Securities Act, and (ii) in the case of the Proxy Statement/Prospectus, at the date it is first mailed to the AIR Stockholders or

at the time of the AIR Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

The Registration Statement and the Proxy Statement/Prospectus (except for such portions thereof that relate only to Tenax or any of its

Subsidiaries) will comply as to form in all material respects with the provisions of the Securities Act, the Exchange Act and the rules

and regulations thereunder. Notwithstanding the foregoing, AIR and Merger Sub make no representation or warranty with respect to statements

made or incorporated by reference therein based on information supplied by or on behalf of Tenax or any Subsidiaries thereof for inclusion

or incorporation by reference in the Registration Statement or the Proxy Statement/Prospectus.

Section 4.09

Operations of Merger Sub. Merger Sub is a direct, wholly owned Subsidiary of AIR, was formed solely for the purpose of engaging

in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

Section 4.10

Absence of Litigation. There is no Action pending or, to the knowledge of AIR, threatened (i) against or involving

AIR, any of its Subsidiaries or any of their respective assets, officers, directors or key employees (in the case of officers, directors

or key employees, arising out of such officer’s, director’s or key employee’s relationship with AIR) that, individually

or in the aggregate, has or would reasonably be expected to have an AIR Material Adverse Effect or (ii) that seeks to restrain or enjoin

the consummation of the Transactions. There is not any Order of any Governmental Authority or arbitrator outstanding against, or, to the

knowledge of AIR, investigation by any Governmental Authority involving, AIR, any of its Subsidiaries or any of their respective assets,

officers, directors or key employees (in the case of such officers, directors or key employees, such as would affect AIR or any of its

Subsidiaries) that, individually or in the aggregate, has or would reasonably be expected to have an AIR Material Adverse Effect. There

is no material Action pending by AIR or any of its Subsidiaries, or which AIR or any of its Subsidiaries intends to initiate, against

any other Person. The foregoing includes Actions pending or threatened (or any basis therefor to the knowledge of AIR) involving the prior

employment of any of the employees of AIR or any of its Subsidiaries, services of the employees of AIR or any of its Subsidiaries provided

in connection with AIR’s business, any information or techniques allegedly proprietary to any former employer of an employee of

AIR or any of its Subsidiaries or obligations of an employee of AIR or any of its Subsidiaries under any agreement with such employee’s

former employer.

Section 4.11

Employee Benefit Plans.

(a)

Section 4.11(a) of the AIR Disclosure Letter sets forth a true, correct and complete list of each AIR Benefit Plan.

With respect to each AIR Benefit Plan, true, correct and complete copies of the following have been delivered or made available to Tenax

by AIR: (i) all plan documents (including all amendments and attachments thereto), or written summaries of any AIR Benefit Plan not

in writing; (ii) all related trust documents, insurance Contracts or other funding arrangements; (iii) the two most recent financial

statements and actuarial or other valuation reports; (iv) the two most recent annual reports (Form 5500) or similar reports filed

with the IRS or other applicable Governmental Authority; (v) the most recent determination letter or opinion letter from the IRS

or other applicable Governmental Authority; (vi) the most recent summary plan description and any summary of material modification

thereto; and (vii) any non-routine correspondence with any Governmental Authority in the past six years.

(b)

Each AIR Benefit Plan has been, in all material respects, established, maintained, operated, funded and administered in accordance

with its terms, all applicable Laws and the terms of all AIR Collective Bargaining Agreements. AIR and its Subsidiaries and, to the knowledge

of AIR, all fiduciaries of any AIR Benefit Plan are, and at all times have been, in compliance in all material respects with all Laws

relating to the AIR Benefit Plans and the provision of compensation and benefits. Except as would not, individually or in the aggregate,

reasonably be expected to have an AIR Material Adverse Effect, no Action is pending or, to the knowledge of AIR, threatened with respect

to any AIR Benefit Plan (other than claims for benefits in the ordinary course) and, to the knowledge of AIR, there are not any facts

that would be reasonably expected to give rise to any Action with respect to any AIR Benefit Plan.

(c)

Each AIR Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and either has received

a favorable determination letter from the IRS or may rely upon a favorable opinion letter from the IRS as to its qualified status and,

to the knowledge of AIR, there are no facts or circumstances that could reasonably be expected to adversely affect such qualification

or cause the imposition of a material liability, penalty or Tax under ERISA, the Code or other applicable Laws with respect to any such

AIR Benefit Plan.

(d)

No AIR Benefit Plan is, and neither AIR nor any of its ERISA Affiliates has ever sponsored, maintained or been obligated to contribute

to an employee benefit plan that is or was, subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code, except as would

not, individually or in the aggregate, reasonably be expected to have an AIR Material Adverse Effect. No AIR Benefit Plan is, and neither

AIR nor any of its ERISA Affiliates has ever contributed to, or been obligated to contribute to, any (i) “multiemployer plan”

(as defined in Section 3(37) or Section 4001(a)(3) of ERISA), (ii) “multiple employer plan” (as defined in 29 C.F.R.

§ 4001.2) or a plan subject to Section 413(c) of the Code, (iii) “multiple employer welfare arrangement” (as defined

in Section 3(40) of ERISA) or (iv) “voluntary employees’ beneficiary association” (as defined in Section 501(c)(9)

of the Code).

(e)

Neither the execution and delivery of this Agreement nor the consummation of the Transactions could (either alone or in connection

with any other event, including a termination of employment or service of any current or former AIR Service Provider following, or in

connection with, the Transactions): (i) entitle any current or former AIR Service Provider to any payment or benefit, including any

severance pay or benefits or any increase in severance pay or benefits; (ii) accelerate the time of payment or vesting or trigger any

payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger

any other obligation pursuant to, any of the AIR Benefit Plans; (iii) limit or restrict the right of AIR or any of its Subsidiaries

to amend, modify or terminate any of the AIR Benefit Plans; or (iv) result in the payment of any compensation or any benefits that would,

individually or in combination with any other such compensation or benefits, constitute an “excess parachute payment”, as

defined in Section 280G(b)(1) of the Code, to any current or former AIR Service Provider.

(f)

Neither AIR nor any of its Subsidiaries has any liability in respect of, or obligation to provide, post-retirement or other post-employment

health, life insurance or welfare benefits for any current or former AIR Service Provider (or the spouses, dependents or beneficiaries

of any such individuals), whether under an AIR Benefit Plan or otherwise, except as required to comply with Section 4980B of the Code

or any similar Laws.

(g)

No current or former AIR Service Provider is entitled to any gross-up, make-whole, indemnification, reimbursement or other additional

payment from AIR or any other Person in respect of any Tax (including federal, state, provincial, territorial, municipal, local and non-U.S.

income, excise and other Taxes (including Taxes imposed under Section 4999 or 409A of the Code)) or interest or penalty related thereto.

Section 4.12

Labor and Employment Matters.

(a)

Section 4.12(a) of the AIR Disclosure Letter sets forth, as of the Original Execution Date, a true, correct and complete

list of all employees of AIR and its Subsidiaries, including each such employee’s: (i) name; (ii) position or job title; (iii) date

of hire; (iv) current base salary or wage rate; (v) classification as exempt or non-exempt for wage and hour purposes (as applicable);

(vi) union status; and (vii) whether such employee is on a leave of absence (including reason for such leave, as applicable). AIR employs

no part time or temporary employees, and no employee is entitled to an incentive opportunity for the current year (including sales incentives

and commissions). All employees work either at AIR’s facility in Bay Shore, New York or Barkhamsted, Connecticut. Each employee

is authorized to work in the United States, and no employee requires sponsorship of a work visa or work permit by AIR to maintain such

authorization.

(b)

Section 4.12(b) of the AIR Disclosure Letter sets forth, as of the Original Execution Date, a true, correct and complete

list of all AIR Collective Bargaining Agreements. From January 1, 2023 through the Original Execution Date, there have not been any strikes

or other material labor disputes or work stoppages or organizational campaigns, petitions or other unionization activities seeking recognition

of a collective bargaining unit relating to any current or former AIR Service Provider and there are no such strikes or other material

labor disputes or work stoppages or campaigns, petitions or other activities ongoing, pending or, to the knowledge of AIR, threatened.

Neither the execution of this Agreement nor the consummation of the Transactions will require AIR or any of its Subsidiaries to provide

notice to, enter into any consultation procedure with, or trigger any similar obligation to, any labor organization, works council or

similar body under applicable Laws.

(c)

Each of AIR and its Subsidiaries is, and at all times has been, in compliance in all material respects with all Laws related to

the engagement of service providers, employment practices and labor relations, including those related to wages, hours, classification,

immigration, health, safety, collective bargaining, discrimination, civil rights, workers’ compensation, reporting of compensation

and benefits and the collection and payment of income, employment and other Taxes. Except as would not, individually or in the aggregate,

reasonably be expected to have an AIR Material Adverse Effect, no Action by or before any Governmental Authority with respect to AIR or

any of its Subsidiaries in relation to the employment or alleged employment of any individual is pending, ongoing or, to the knowledge

of AIR, threatened, nor has AIR or any of its Subsidiaries received any notice indicating an intention to conduct the same.

(d)

Since January 1, 2023, AIR and its Subsidiaries have not received, been involved in or been subject to any Actions or any other

material complaints, claims or actions alleging sexual harassment, sexual misconduct, bullying or discrimination committed by any director,

officer or other managerial employee of AIR or any of its Subsidiaries or alleging a workplace culture that encourages or is conducive

to the foregoing.

Section 4.13

Real and Personal Property.

(a)

Section 4.13(a) of the AIR Disclosure Letter sets forth, a true and complete list of the street addresses of all AIR

Owned Real Property. Except as would not, individually or in the aggregate, reasonably be expected to have an AIR Material Adverse Effect,

(i) AIR or a Subsidiary of AIR has good and insurable fee simple title to each AIR Owned Real Property, free and clear of all Encumbrances,

except Permitted Encumbrances; (ii) there are no outstanding options, rights of first offer or rights of first refusal for the benefit

of a third party to purchase any AIR Owned Real Property or any portion thereof or interest therein; and (iii) neither AIR nor any of

its Subsidiaries has received written notice of any pending and, to the knowledge of AIR, there is no threatened, condemnation with respect

to any AIR Owned Real Property or any portion thereof. AIR and its Subsidiaries have not leased, licensed or granted any right to use

or occupy any portion of any AIR Owned Real Property to any Person.

(b)

Section 4.13(b) of the AIR Disclosure Letter sets forth, a true and complete list of the street addresses of all AIR

Leased Real Property, together with a description of the underlying AIR Real Property Lease. True, correct and complete copies of each

AIR Real Property Lease have been made available to Tenax prior to the Original Execution Date. Except as would not, individually or in

the aggregate, reasonably be expected to have an AIR Material Adverse Effect, (i) each AIR Real Property Lease is valid and binding

on AIR or the Subsidiary of AIR that is a party thereto and, to the knowledge of AIR, each other party thereto, and is in full force and

effect; (ii) all rent and other sums and charges payable by AIR or any of its Subsidiaries thereunder are current and all obligations

required to be performed or complied with by AIR or any of its Subsidiaries thereunder have been performed; (iii) no termination

event or condition or uncured default of a material nature on the part of AIR or, if applicable, any of its Subsidiaries or, to the knowledge

of AIR, the landlord thereunder, exists under any AIR Real Property Lease; (iv) AIR and each of its Subsidiaries has a good and valid

leasehold, subleasehold or licensee interest in each AIR Leased Real Property, free and clear of all Encumbrances, except Permitted Encumbrances;

(v) neither AIR nor any of its Subsidiaries has received any written notice from any landlord under any AIR Real Property Lease of any

default or that such landlord intends to terminate such AIR Real Property Lease; and (vi) neither AIR nor any of its Subsidiaries has

received written notice of any pending and, to the knowledge of AIR, there is no threatened, condemnation with respect to any AIR Leased

Real Property or any portion thereof. AIR and its Subsidiaries have not subleased, licensed or granted any right to use or occupy any

portion of any AIR Leased Real Property to any Person.

(c)

AIR or one of its Subsidiaries, as the case may be, has valid title to, or valid leasehold or comparable contractual rights in

or relating to, all material personal property owned or leased by it and necessary for the conduct of its business as it is now being

conducted, free and clear of all Encumbrances, except Permitted Encumbrances. No termination event or condition or uncured default of

a material nature on the part of AIR or, if applicable, its Subsidiaries or, to the knowledge of AIR, any Person thereunder, exists under

any lease of any personal property.

Section 4.14

Intellectual Property.

(a)

Section 4.14(a) of the AIR Disclosure Letter sets forth, as of the Original Execution Date, a true and complete list

of all (i) Registered AIR IP, indicating for each such item, as applicable, the owner, the application, publication or registration number

and date and jurisdiction of filing or issuance; (ii) material Software included in the AIR Owned IP; and (iii) social media handles

or accounts used by AIR.

(b)

The AIR Owned IP is subsisting and, to the knowledge of AIR, valid and enforceable and AIR and its Subsidiaries possess all rights,

title and interests in and to the AIR Owned IP, free and clear of any Encumbrances other than Permitted Encumbrances.

(c)

Since January 1, 2023, the operation of AIR’s business has not infringed, misappropriated or otherwise violated the Intellectual

Property of any third party, and to the knowledge of AIR, no other Person has infringed, diluted, misappropriated or otherwise violated,

or is infringing, diluting, misappropriating or otherwise violating, the AIR IP. Since January 1, 2023, there have been no,

and there are currently no, pending Actions or Actions threatened in writing regarding: (i) the licensing or use by AIR or any of

its Subsidiaries of any other Person’s Intellectual Property; (ii) any actual or potential infringement, dilution, misappropriation

or other violation by any other Person of AIR Owned IP; or (iii) any actual or potential infringement, dilution, misappropriation or other

violation of any other Person’s Intellectual Property by AIR or any of its Subsidiaries, and to the knowledge of AIR, no valid basis

exists for any Action in connection with any of the foregoing items (i) through (iii) of this Section 4.14(c).

(d)

AIR and its Subsidiaries own or have a valid right to use all Intellectual Property that is in use or planned for use in the operation

or conduct of AIR’s business, and the AIR IP constitutes all of the Intellectual Property that is used, held for use or planned

for use in the conduct of AIR’s business in the manner in which it is currently being conducted. The consummation of this Agreement

and compliance by AIR and its Subsidiaries with the provisions of this Agreement will not conflict with, or result in any violation or

breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination,

cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Encumbrance in or upon,

any material AIR Owned IP.

(e)

Each of AIR and its Subsidiaries have used commercially reasonable efforts consistent with industry standards to maintain, preserve

and protect the secrecy and confidentiality of their Trade Secrets and confidential information of other Persons that is in the possession

of AIR and its Subsidiaries and prevent the misuse or misappropriation of the Trade Secrets and other such confidential information included

in the AIR IP, including through the development of policies for the protection of Intellectual Property. Each current and former director,

officer, employee, contractor or consultant of AIR and its Subsidiaries has entered into a written agreement with AIR that requires such

director, officer, employee, contractor or consultant to protect the secrecy and confidentiality of such Trade Secrets and information.

There has been no misappropriation or unauthorized disclosure or use of any of AIR’s Trade Secrets or confidential information of

other Persons that is in the possession of AIR and its Subsidiaries.

(f)

No current or former director, officer, employee, contractor or consultant of AIR or its Subsidiaries owns any rights in or to

any AIR Owned IP. All current and former directors, officers, employees, contractors and consultants of AIR and its Subsidiaries who contributed

to the discovery, creation or development of any material AIR Owned IP (i) did so within the scope of his or her employment such that

it constituted a work made for hire and all AIR Owned IP arising therefrom became the exclusive property of AIR or any of its Subsidiaries

or (ii) pursuant to an executed, enforceable, valid written agreement, presently assigned all of his or her rights in AIR Owned IP

to AIR or any of its Subsidiaries. No current or former directors, officers, employees, contractors or consultants of AIR or any of its

Subsidiaries has made or threatened to make any claim of ownership or right, in whole or in part, to any AIR Owned IP or asserted in an

Action against AIR or any of its Subsidiaries such claim of ownership or right.

(g)

Except as would not, individually or in the aggregate, reasonably be material to AIR, AIR and its Subsidiaries have complied in

all material respects with the requirements of the licenses for any Public Software used in the business.

(h)

No funding, facilities or personnel of any Governmental Authority or any university, college, research institute or other educational

institution (each, an “R&D Sponsor”) has been used to create any Intellectual Property owned or purported to be

owned by AIR and its Subsidiaries. No R&D Sponsor has any claim of right or license to, ownership of or other Encumbrance (other than

a Permitted Encumbrance) on any AIR IP.

(i)

Except as would not, individually or in the aggregate, reasonably be expected to have an AIR Material Adverse Effect, (i) AIR and

its Subsidiaries are in compliance with all applicable Privacy and Data Security Requirements and (ii) since January 1, 2023, none of

AIR or its Subsidiaries has received a complaint from any Governmental Authority or any other third party regarding its collection, storage,

Processing, disclosure, transfer or use of Personal Data that is pending or unresolved and, to the knowledge of AIR, there are no facts

or circumstances that would give rise to any such complaints. Since January 1, 2023, AIR and its Subsidiaries have used commercially reasonable

measures, consistent with accepted industry practices, designed to ensure the confidentiality, integrity, availability, privacy and security

of Personal Data Processed by AIR or any of its Subsidiaries and to protect any Personal Data under their possession or control from any

unauthorized use or access. Except as would not, individually or in the aggregate, reasonably be expected to result in an AIR Material

Adverse Effect, since January 1, 2023, neither AIR nor any of its Subsidiaries has experienced any breaches or unauthorized uses of or

access to Personal Data within the possession or control of AIR or its Subsidiaries.

(j)

The AIR IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications

and otherwise as required to permit the operation of AIR’s business as currently conducted. Since January 1, 2023, (i) there has

been no security breach or unauthorized access to or use of any of the AIR IT Assets, whether physical or electronic, and (ii) except

as would not, individually or in the aggregate, reasonably be expected to have an AIR Material Adverse Effect, the AIR IT Assets have

not malfunctioned or failed, do not contain any viruses, worms, trojan horses, bugs or faults and have not experienced breakdowns, errors,

contaminants or continued substandard performance that has caused or reasonably could be expected to cause any disruption or interruption

in or to the use of any such AIR IT Assets or to the business of AIR. AIR and its Subsidiaries have implemented commercially reasonable

backup, security and disaster recovery technology consistent with industry practices and are in compliance with applicable Privacy and

Data Security Requirements for the AIR IT Assets used in the business, including regular backup and prompt recovery of data and information.

(k)

Neither AIR nor any of its Subsidiaries use any Artificial Intelligence Tools in the business. Except as would not, individually

or in the aggregate, reasonably be expected to have any AIR Material Adverse Effect, no Personal Data, Trade Secrets or other confidential

information of AIR or its Subsidiaries or confidential information of other Persons that is in the possession of AIR and its Subsidiaries

are used in any input to any Artificial Intelligence Tool or in developing or training any internal or third-party Artificial Intelligence

Tool.

Section 4.15

Taxes.

(a)

All income and other material Tax Returns required to be filed by or with respect to AIR or any of its Subsidiaries have been timely

filed (taking into account any extension of time within which to file) and all such Tax Returns are true, complete and accurate in all

material respects.

(b)

All material Taxes of AIR and its Subsidiaries have been timely paid, whether or not required to be shown on a Tax Return, or,

in the case of Taxes not yet due or that are being contested in good faith, have been accrued or reserved, in accordance with GAAP, on

the AIR Financial Statements. There are no Tax Encumbrances on the assets of AIR or any of its Subsidiaries other than Permitted Encumbrances.

(c)

Each of AIR and its Subsidiaries has timely paid or withheld all material Taxes required to be paid or withheld with respect to

their employees, independent contractors, creditors and other third parties (and timely paid over such Taxes to the appropriate Governmental

Authority to the extent required by applicable Law).

(d)

Neither AIR nor any of its Subsidiaries has executed any outstanding waiver of any statute of limitations for the assessment or

collection of any material Tax and there has been no request by a Governmental Authority to execute such a waiver or extension. No material

audit or other examination or administrative, judicial or other proceeding of, or with respect to, any Tax Return or Taxes of AIR or any

of its Subsidiaries is currently in progress. No deficiency for any material amount of Tax has been asserted or assessed by a Governmental

Authority against AIR or any of its Subsidiaries that has not been settled, paid or withdrawn.

(e)

Neither AIR nor any of its Subsidiaries has been a party to any transaction treated by the parties as a distribution to which Section

355 or 361 of the Code applies.

(f)

Neither AIR nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury Regulation

§ 1.6011-4(b), or any similar provision of state, local or foreign Law.

(g)

Neither AIR nor any of its Subsidiaries (i) is a party to or is bound by any Tax Sharing Agreement; (ii) has liability for payment

of any amount as a result of being party to any Tax Sharing Agreement; (iii) has been a member of an affiliated group filing a consolidated

United States federal income Tax Return (other than an affiliated group the common parent of which was AIR); or (iv) has liability for

the Taxes of any Person under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or foreign Law), as a

transferee or successor, or by Contract or otherwise.

(h)

Section 4.15(h) of the AIR Disclosure Letter contains a list, as of the Original Execution Date, of the jurisdiction

of organization and U.S. federal income tax classification of AIR and each of its Subsidiaries.

(i)

No claim has been made in writing by any Governmental Authority in a jurisdiction where AIR or any of its Subsidiaries do not file

Tax Returns that any such entity is, or may be, subject to taxation by that jurisdiction.

(j)

Neither AIR nor any of its Subsidiaries has an outstanding request for a ruling or similar determination from a Governmental Authority

with respect to Taxes.

(k)

Neither AIR nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from,

taxable income for any taxable period ending after the Closing Date as a result of any: (i) adjustment pursuant to Section 481

of the Code (or similar provision under any federal, state, local or foreign Law) associated with a change of accounting method that is

effective on or before the date of this Agreement; (ii) closing agreement or other agreement with any Governmental Authority executed

on or before the date of this Agreement; (iii) transaction entered into on or before the date of this Agreement and treated under

the installment method, long-term Contract method, cash method or open transaction method of accounting; or (iv) inclusion, other

than in the ordinary course of business, under Section 951(a) of the Code or similar provision of state, local or foreign Law.

Section 4.16

Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to be material to AIR

and its Subsidiaries, taken as a whole: (a) AIR is and, since January 1, 2023, has been in compliance with, all Environmental Laws and

possesses and is and, since January 1, 2023, has been in compliance with, all Environmental Permits; (b) there is no Action, Order or

notice of violation or liability, in each case, pursuant to any Environmental Law pending or, to the knowledge of AIR, threatened in writing

against AIR or any of its Subsidiaries; (c) there has been no release, spill, discharge or disposal of or exposure to any Hazardous Material,

nor are there any other environmental conditions, in each case, that would reasonably be expected to form the basis of any Action or Order

pursuant to Environmental Law involving AIR or its Subsidiaries; and (d) neither AIR nor any of its Subsidiaries has retained or

assumed any liabilities or obligations that would reasonably be expected to form the basis of any Action or Order pursuant to any Environmental

Law involving AIR or its Subsidiaries.

Section 4.17

Material Contracts.

(a)

Section 4.17(a) of the AIR Disclosure Letter contains a true and complete list of the following types of Contracts

to which AIR or any of its Subsidiaries is a party as of the Original Execution Date (such Contracts, whether or not set forth on Section 4.17(a)

of the AIR Disclosure Letter and including any Contract entered into after the Original Execution Date in accordance with the terms of

this Agreement that would have been required to be set forth on Section 4.17(a) of the AIR Disclosure Letter if it had been

entered into as of the Original Execution Date, but excluding any AIR Benefit Plan or any AIR Collective Bargaining Agreement, the “AIR

Material Contracts”):

(i)

all Contracts (other than purchase orders under a master agreement or long term agreement) for the purchase of materials, supplies,

goods, services, equipment or other assets pursuant to which AIR or any of its Subsidiaries would reasonably be expected to make or receive

payments of more than $500,000 during any fiscal year;

(ii)

all joint venture Contracts, partnership arrangements or other agreements involving a sharing with any third party of profits,

losses, costs or liabilities by AIR or any of its Subsidiaries;

(iii)

all Contracts (A) relating to the acquisition or disposition of any assets or properties (whether by merger, sale of stock, sale

of assets or otherwise) for aggregate consideration in excess of $250,000 or (B) pursuant to which any earn-out, indemnification or deferred

or contingent payment obligations remain outstanding that would reasonably be expected to involve payments by or to AIR or any of its

Subsidiaries of more than $250,000 after the Original Execution Date (in each case, excluding, for the avoidance of doubt, acquisitions

or dispositions of supplies, products or other assets in the ordinary course of business or of supplies, products or other assets that

are obsolete, worn out, surplus or no longer used or useful in the conduct of business of AIR or its Subsidiaries);

(iv)

all Contracts relating to Indebtedness (including commitments to provide Indebtedness) of AIR or any of its Subsidiaries;

(v)

all Contracts (A) that limit, or purport to limit, in any material respect, the ability of AIR or any of its Subsidiaries or any

of their respective employees to compete in any line of business or with any Person or entity (other than AIR and its Subsidiaries) or

in any geographic area or during any period of time or in any customer segment, (B) that limit, or purport to limit, in any respect,

the ability of any of AIR’s Affiliates (other than AIR’s Subsidiaries) to compete in any line of business or with any Person

or entity or in any geographic area or during any period of time or in any customer segment, (C) that provide for “exclusivity”

or any similar requirement or “most favored nation” or similar rights, in each case, in favor of any Person other than AIR

or any of its Subsidiaries or (D) granting any put, call, right of first refusal, right of first negotiation, right of first offer, redemption

or similar right in favor of any Person other than AIR or any of its Subsidiaries;

(vi)

all material AIR IP Agreements, except for shrink-wrap or click-wrap licenses for off-the-shelf computer software or non-exclusive

licenses to or from customers of AIR;

(vii)

each Contract between or among (A) AIR or any of its Subsidiaries, on the one hand, and (B) any Affiliate, employee, shareholder,

member, equityholder, officer or director of AIR or of any Subsidiary, or any of their respective Affiliates or, to the knowledge of AIR,

family members, on the other hand, but excluding, for the avoidance of doubt, (I) any Contracts or arrangements between AIR and any of

its Subsidiaries or between any Subsidiary of AIR and another Subsidiary of AIR, (II) any Contract or arrangement relating to the employment

of any such Person described in clause (B) and (III) any Contract providing for indemnification or reimbursement of expenses for officers

or directors of AIR or any of its Subsidiaries (in such individual capacity as such);

(viii)

all Contracts involving the settlement of any Action pursuant to which AIR or any of its Subsidiaries has any ongoing material

obligations (other than customary confidentiality obligations);

(ix)

all Contracts (not covered by any of the other clauses in this Section 4.17(a)) requiring aggregate payments in excess

of $250,000 that cannot be canceled by AIR or any of its Subsidiaries without penalty or without more than 90 days’ notice;

(x)

all Contracts that limit in any material respect the research, development, manufacture, distribution, sale, supply, license, marketing

or manufacturing of products (including products under development) or services of AIR or any of its Subsidiaries; and

(xi)

any AIR Government Contracts (other than purchase orders under a master agreement or long term agreement) pursuant to which AIR

or any of its Subsidiaries would reasonably be expected to make or receive aggregate payments of more than $250,000 during the remaining

term of any such AIR Government Contract.

(b)

Except as would not, individually or in the aggregate, reasonably be expected to have an AIR Material Adverse Effect, each AIR

Material Contract is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms against AIR and

its Subsidiaries (as applicable) and, to the knowledge of AIR, the other parties thereto. True and complete copies of each AIR Material

Contract (and a written summary of the terms of any oral AIR Material Contracts) have been made available to Tenax. None of AIR, any of

its Subsidiaries or, to the knowledge of AIR, any other party thereto is in material violation of or in material default under (nor

does there exist any condition that, upon the passage of time or the giving of notice or both, would cause such a violation of or default

under) any AIR Material Contract to which it is a party or by which it or any of its properties or other assets is bound, nor have any

of them given or received any notice alleging any of the same. Immediately following the Effective Time, each AIR Material Contract will

continue to be in full force and effect and valid, binding and enforceable in accordance with its terms against AIR and its Subsidiaries

(as applicable) and, to the knowledge of AIR, the other parties thereto, except as would not, individually or in the aggregate, reasonably

be expected to have an AIR Material Adverse Effect.

(c)

To the knowledge of AIR, no Affiliate, employee, shareholder, member, equityholder, officer or director of AIR or of any Subsidiary,

or any of their respective Affiliates or, to the knowledge of AIR, family members, has any material interest in any property used in the

conduct of the business of AIR or any of its Subsidiaries, or any material claim or right against AIR or any of its Subsidiaries or any

direct or indirect material interest in any transaction with AIR or any of its Subsidiaries.

Section 4.18

Insurance. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, an AIR

Material Adverse Effect, all insurance policies and all self-insurance programs and arrangements relating to the business, assets and

operations of AIR and its Subsidiaries are in full force and effect, and all premiums thereon have been timely paid or, if not yet due,

accrued. As of the Original Execution Date, there is no material claim pending under AIR’s or any of its Subsidiaries’ insurance

policies or fidelity bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds.

AIR and its Subsidiaries are in compliance in all material respects with the terms of such policies and bonds, and AIR has no knowledge

of any threatened termination of, or material premium increase with respect to, any of such policies or bonds.

Section 4.19

Brokers. No broker, finder, financial advisor or investment banker (other than KippsDeSanto & Co.) is entitled to any

brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf

of AIR. The fees and expenses of all accountants, brokers, financial advisors, investment bankers (including KippsDeSanto & Co.),

legal counsel and other Persons retained by AIR or any of its Subsidiaries incurred or to be incurred by AIR or any of its Subsidiaries

in connection with this Agreement or the Transactions will not exceed the amount set forth in Section 4.19 of the AIR Disclosure

Letter.

Section 4.20

Government Contracts.

(a)

Except as would not, individually or in the aggregate, have, or reasonably be expected to have, an AIR Material Adverse Effect,

since January 1, 2023: (i) AIR and its Subsidiaries have complied with all terms and conditions of the AIR Government Contracts; (ii) AIR

and its Subsidiaries have complied in all respects with all applicable Laws pertaining to each AIR Government Contract or AIR Government

Bid; (iii) neither AIR nor its Subsidiaries have received written (or, to the knowledge of AIR, oral) notice of a cancellation, termination

for convenience, termination for default, suspensions or stop work orders (specifically excluding (A) suspensions or stop work orders

relating to protests filed in connection with the award of an AIR Government Contract to AIR or any of its Subsidiaries or (B) suspensions

or stop work orders initiated by a Governmental Authority that apply to all counterparties to similar AIR Government Contracts and not

specific to AIR or any of its Subsidiaries), cure notice, violation of Law, violation of an AIR Government Contract or show cause notice,

and no such notice is currently proposed or, to the knowledge of AIR, threatened in writing, pertaining to such AIR Government Contract;

(iv) no cost incurred by AIR or any of its Subsidiaries pertaining to such AIR Government Contract has been challenged, disallowed or

is the subject of any ongoing audit or is subject to an ongoing investigation, with the exception of routine audits conducted in the ordinary

course of business; (v) neither AIR nor any of its Subsidiaries has been informed by a Governmental Authority that any option with respect

to such AIR Government Contract will not be exercised or that any AIR Government Contract will be terminated, canceled, subject to reduction

or will otherwise come to an end prior to the end of its current period of performance; and (vi) the submissions, representations, certifications

and warranties made, acknowledged or set forth by AIR and its Subsidiaries with respect to the AIR Government Contracts and AIR Government

Bids were true, complete and correct in all material respects as of their effective date, AIR and its Subsidiaries have complied with

all such certifications and all such representations and certifications have continued to be current and materially accurate and complete

to the extent required by the terms of an AIR Government Contract or applicable Law.

(b)

(i) Neither AIR nor its Subsidiaries have received any written or, to the knowledge of AIR, oral notice that any officer, employee,

consultant or agent of AIR or its Subsidiaries is, or since January 1, 2023, has been, under administrative, civil or criminal investigation

or indictment by any Governmental Authority (A) relating to the performance of his or her duties for AIR or its Subsidiaries or (B) that

would reasonably be expected to have, individually or in the aggregate, an AIR Material Adverse Effect; (ii) to the knowledge of AIR,

there is not pending any investigation of AIR, its Subsidiaries or its officers, employees, consultants or agents, nor since January 1,

2023, has there been any audit or investigation of AIR, its Subsidiaries or its officers, employees, consultants or agents resulting in

a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to any AIR Government

Contract; (iii) since January 1, 2023, neither AIR nor its Subsidiaries have made or been required to make any voluntary or mandatory

disclosure to any Governmental Authority with respect to any alleged irregularity, unlawful conduct, misstatement, significant overpayment

or omission arising under or relating to an AIR Government Contract; (iv) since January 1, 2023, neither AIR nor its Subsidiaries have

received any written (or, to the knowledge of AIR, oral) notice of any determination by a Governmental Authority regarding, nor entered

into a consent order or administrative agreement with a Governmental Authority regarding, any suspected or alleged fraud, mischarging,

improper payments, unauthorized release of information, misstatement, omission or violation of Law or any material administrative or contractual

requirement related to an AIR Government Contract; (v) neither AIR nor its Subsidiaries have received any written (or, to the knowledge

of AIR, oral) notice of complaint (whether or not sealed or partially unsealed) regarding any suspected or alleged fraud, mischarging,

improper payments, unauthorized release of information, irregularity, misstatement, omission or violation of Law or any material administrative

or contractual requirement related to an AIR Government Contract; (vi) neither AIR nor its Subsidiaries have received written document

requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information involving AIR, its Subsidiaries

or any of its members, managers, officers, employees or affiliates, in connection with or concerning any information related to an AIR

Government Contract; (vii) to the knowledge of AIR, neither AIR nor its Subsidiaries nor any of their officers, managers, directors or

employees has been under any administrative, civil or criminal investigation or indictment or criminal information involving alleged false

statements, false claims or other improprieties or criminal acts relating to any AIR Government Contract; (viii) neither AIR nor its Subsidiaries,

nor, to the knowledge of AIR, any of their respective officers or employees, has been the subject of any actual “whistleblower”

or “qui tam” lawsuit; or (ix) to the knowledge of AIR, it has not conducted any internal audit, review or inquiry in which

any outside legal counsel, auditor, accountant or investigator has been or was engaged with respect to any suspected, alleged or possible

fraud, defective pricing, mischarging, improper payments, unauthorized release of information, misstatement, omission or violation of

Law or any material administrative or contractual requirement related to an AIR Government Contract.

Section 4.21

Prohibited Payments.

(a)

None of AIR, any of its Subsidiaries, any of their respective officers or employees and, to the knowledge of AIR, any supplier,

distributor, licensee or agent or any other Person acting on behalf of AIR or any of its Subsidiaries, directly or indirectly, has (i)

made or offered to make or received any direct or indirect payments in violation of the United States Foreign Corrupt Practices Act, the

U.K. Bribery Act 2010, the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or

any other applicable anti-corruption or anti-bribery Law (collectively, “Anti-Corruption Laws”), including any contribution,

payment, commission, rebate, promotional allowance or gift of funds or property or any other economic benefit or thing of value to or

from any employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional

allowance, gift or other economic benefit or thing of value, or the purpose thereof, was illegal under any Law (including the Anti-Corruption

Laws), or (ii) provided or received any product or services in violation of any Law (including the Anti-Corruption Laws). Neither AIR

nor any of its Subsidiaries has received any written or, to the knowledge of AIR, other communication from any Governmental Authority

regarding any material violation of, or failure to comply with, any Anti-Corruption Laws or, to the knowledge of AIR, is the subject of

any internal complaint, audit or review process regarding a material violation of, or failure to comply with, any Anti-Corruption Laws.

Since January 1, 2023, neither AIR nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority

with respect to any alleged irregularity, misstatement or omission or other potential violation or liability arising under or relating

to any Anti-Corruption Laws, except as would not, individually or in the aggregate, reasonably be expected to have an AIR Material Adverse

Effect. To the knowledge of AIR, (x) none of the directors, officers, employees or agents of AIR or any of its Subsidiaries is a government

official, political party official or candidate for political office and (y) there are no known familial relationships between any of

AIR’s directors, officers, employees or agents, on the one hand, and any government official, political party official or candidate

for political office, on the other hand.

(b)

The operations of AIR and its Subsidiaries are and have been conducted at all times in compliance in all material respects with

applicable financial recordkeeping, reporting and internal control requirements of the Currency and Foreign Transactions Reporting Act

of 1970, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations

or guidelines issued, administered or enforced by any Governmental Authority (collectively, the “Money Laundering Laws”)

and of the United States Foreign Corrupt Practices Act. No action, claim, suit or proceeding by or before any Governmental Authority involving

AIR or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of AIR, threatened, nor, to the

knowledge of AIR, is any investigation by or before any Governmental Authority involving AIR or any of its Subsidiaries with respect to

the Money Laundering Laws pending or threatened, in each case, except as would not, individually or in the aggregate, reasonably be expected

to have an AIR Material Adverse Effect.

(c)

None of AIR, any of its Subsidiaries or, to the knowledge of AIR, any of their respective Representatives or Affiliates (nor, to

the knowledge of AIR, any Person or entity acting on behalf of any of the foregoing) is currently a Person that is, or is owned or controlled

by a Person that is (“Sanctioned Person”), (i) the subject or the target of any sanctions administered or enforced

by the United States Government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury

or the U.S. Department of State), the United Nations Security Council, the European Union or His Majesty’s Treasury (collectively,

“Sanctions”) or (ii) located, organized or resident in a country or territory subject to comprehensive Sanctions. AIR

and its Subsidiaries have conducted their transactions in material compliance with all applicable Sanctions. No action, claim, suit or

proceeding by or before any Governmental Authority involving AIR or any of its Subsidiaries with respect to any Sanctions is pending or,

to the knowledge of AIR, threatened, nor, to the knowledge of AIR, is any investigation by or before any Governmental Authority involving

AIR or any of its Subsidiaries with respect to any Sanctions pending or threatened, in each case, except as would not, individually or

in the aggregate, reasonably be expected to have an AIR Material Adverse Effect.

(d)

AIR and its Subsidiaries have conducted their transactions in material compliance with all applicable export and re-export control

Laws, including the International Traffic in Arms Regulations and the Export Administration Regulations (collectively, “Export

Control Laws”). No licenses or approvals pursuant to the Export Control Laws are necessary for the transfer of any export licenses

or other export approvals to Tenax in connection with the consummation of the Transactions, including the Merger, except for any such

licenses or approvals the failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have an AIR

Material Adverse Effect. No action, claim, suit or proceeding by or before any Governmental Authority involving AIR or any of its Subsidiaries

with respect to the Export Control Laws is pending or, to the knowledge of AIR, threatened, nor, to the knowledge of AIR, is any investigation

by or before any Governmental Authority involving AIR or any of its Subsidiaries with respect to the Export Control Laws pending or threatened,

in each case, except as would not, individually or in the aggregate, reasonably be expected to have an AIR Material Adverse Effect.

(e)

AIR has and has implemented policies and procedures reasonably designed to ensure compliance with the Anti-Corruption Laws, Money

Laundering Laws, Sanctions and Export Control Laws.

Section 4.22

Rights Agreement; State Takeover Statutes.

(a)

AIR is not party to any rights agreement, “poison pill” or similar agreement or plan.

(b)

The AIR Board has unanimously approved the terms of this Agreement and the consummation of the Transactions, including the AIR

Stock Issuance, and such approval is sufficient to render inapplicable to this Agreement, the other Transaction Documents to which AIR

is a party and the Transactions, including the Merger, the restrictions on “business combinations” set forth in NRS 78.411-78.444,

to the extent such restrictions would otherwise be applicable to this Agreement, any of the other Transaction Documents to which AIR is

a party or the Transactions, including the Merger. No “business combination”, “control share acquisition”, “fair

price”, “moratorium” or other anti-takeover or similar Laws (including NRS 78.411-78.444, inclusive, and NRS 78.378-78.3793,

inclusive) apply to this Agreement, any of the other Transaction Documents to which AIR is a party (including the Redemption Rights Agreement

and the Registration Rights Agreement) or the Transactions, including the Merger. AIR and its Subsidiaries are not subject to Section

2115(b) of the California Corporations Code.

Section 4.23

Opinion of Financial Advisor. AIR has received an oral opinion from KippsDeSanto & Co., to be confirmed by delivery

of a written opinion, that, as of the date of such opinion and based upon and subject to the various assumptions, qualifications, limitations

and other matters set forth therein, the Redemption Price (as specified therein) is fair, from a financial point of view, to the holders

of AIR Common Stock.

Section 4.24

No Implied Representations and Warranties. The representations and warranties of AIR and Merger Sub contained in this Article IV

or in any certificate delivered pursuant to this Agreement constitute the sole and exclusive representations and warranties of AIR and

Merger Sub to Tenax in connection with the Transactions, and all other representations and warranties of any kind or nature expressed

or implied (including, but not limited to, the future or historical financial condition, results of operations, prospects, business, assets

or liabilities of AIR and Merger Sub), whether made by AIR or Merger Sub, any of their respective Affiliates or any of their respective

managers, partners, officers, directors, employees, advisors, consultants, agents or representatives, whether in any individual or any

other capacity, are specifically disclaimed by Tenax, and Tenax acknowledges that it has not relied on and should not rely on and will

not rely on any such other representations and warranties other than the representations and warranties of AIR or Merger Sub contained

in this Article IV or in any certificate delivered pursuant to this Agreement. Except for the representations and warranties

contained in this Article IV or in any certificate delivered pursuant to this Agreement, no exhibit to this Agreement, nor

any other material or information provided by or communications made by AIR, Merger Sub or any of their respective Affiliates, or by any

Representative thereof, whether by use of a “data room” or in any information memorandum or otherwise, will cause or create

any warranty, express or implied, as to the title, condition, value or quality of AIR, Merger Sub and their respective Subsidiaries.

Article

REPRESENTATIONS AND WARRANTIES OF TENAX

Tenax represents and warrants to AIR and Merger Sub

that, except as set forth in the Tenax Disclosure Letter (it being understood that any information, item or matter set forth in one section

or subsection of the Tenax Disclosure Letter shall be deemed to apply to and qualify the section or subsection of this Agreement to which

it corresponds and each other section or subsection of this Agreement to the extent that it is reasonably apparent based upon the face

of such disclosure that such information, item or matter is relevant to such other section or subsection; provided, however,

that only items disclosed in Section 5.02, Section 5.04(b) and Section 5.07 of the Tenax Disclosure Letter shall

be deemed disclosed with respect to Section 5.02, Section 5.04(b) and Section 5.07, respectively):

Section 5.01

Organization and Qualification; Subsidiaries.

(a)

Each of Tenax and its Subsidiaries is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction

of its organization and has the requisite corporate or similar power and authority and all necessary governmental authorizations and approvals

to own, lease and operate its properties and assets and to carry on its business as it is now being conducted, except (i) with respect

to Tenax’s Subsidiaries, where the failure to be in good standing or to have such power, authority and governmental authorizations

and approvals would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect and (ii) with

respect to Tenax, where the failure to possess such governmental authorizations and approvals would not, individually or in the aggregate,

reasonably be expected to have a Tenax Material Adverse Effect. Each of Tenax and its Subsidiaries is duly qualified or licensed as a

foreign corporation to do business, and is in good standing, in each jurisdiction where the character of the properties or assets owned,

leased or operated by it or the nature of its business makes such qualification or licensing necessary or desirable, except where the

failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, be reasonably expected to have

a Tenax Material Adverse Effect.

(b)

Section 5.01(b) of the Tenax Disclosure Letter sets forth a true and complete list of each material Subsidiary of Tenax,

the jurisdiction of incorporation or formation of each such Subsidiary and the ownership interest of Tenax and any third parties in each

such Subsidiary.

(c)

Tenax has made available to AIR, prior to the execution of this Agreement, a true and complete copy of Tenax’s certificate

of formation, limited liability company agreement and the equivalent organizational documents of each of its material Subsidiaries, in

each case, as amended to the date of this Agreement. Such organizational documents are in full force and effect. Neither Tenax nor any

of its Subsidiaries is in violation of any of the provisions of its organizational documents.

Section 5.02

Capitalization.

(a)

Section 5.02(a) of the Tenax Disclosure Letter sets forth a true, correct and complete list of all of the authorized,

issued and outstanding equity interests of Tenax. There are no authorized, issued, reserved for issuance or outstanding (i) shares

of capital stock, voting securities or other equity interests of Tenax; (ii) options, calls, warrants, convertible debt, other convertible

or exchangeable instruments or rights, agreements, arrangements or commitments of any character made or issued by Tenax or any of its

Subsidiaries obligating Tenax or any of its Subsidiaries to issue, deliver or sell any shares of capital stock, voting securities or other

equity interests of Tenax or any of its Subsidiaries other than the Warrants; or (iii) “phantom” stock, “phantom”

stock rights, stock appreciation rights, stock-based units or any other similar interests issued by Tenax or any of its Subsidiaries,

or rights to acquire such interests from Tenax or any Subsidiary. All Tenax Units are subject to issuance as aforesaid and, upon issuance

on the terms and conditions specified in the instruments pursuant to which they are issuable, will be, and each outstanding Tenax Unit

has been and is, (i) duly authorized, validly issued, fully paid and non-assessable; (ii) not subject to or issued in violation of

any preemptive rights, purchase option, call option, right of first refusal, anti-dilutive right, subscription right or any similar right

created by applicable Law, the organizational documents of Tenax or any agreement to which Tenax is a party or otherwise bound; and (iii) free

of any Encumbrances created by Tenax in respect thereof. There are no outstanding contractual obligations of Tenax or any of its Subsidiaries

to repurchase, redeem or otherwise acquire any capital stock, voting securities or other equity interests or securities convertible into

or exchangeable or exercisable for capital stock, voting securities or other equity interests of Tenax or any of its Subsidiaries or to

provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary of Tenax or any

other Person.

(b)

Each outstanding share of capital stock of, or other equity interests in, each Subsidiary of Tenax is duly authorized, validly

issued, fully paid and non-assessable; each such share or interest is owned by Tenax or another of its wholly owned Subsidiaries free

and clear of all Encumbrances and free of any restriction on the right to vote, sell or otherwise dispose of such capital stock or other

equity interests; and each such share or interest was not issued in violation of any preemptive rights, purchase option, call option,

right of first refusal, anti-dilutive right, subscription right or any similar right under applicable Law, the organizational documents

of any applicable Subsidiary or any agreement to which Tenax or any Subsidiary is a party or otherwise bound. Except for the capital stock

of, or other equity interest in, its Subsidiaries, Tenax does not own, directly or indirectly, any capital stock of, or other equity or

similar interest in, any corporation, partnership, joint venture, association or other entity.

(c)

The Tenax Closing Capitalization Schedule will, as of the Closing Date, be true and complete in all respects and the amounts set

forth therein will be calculated pursuant to and in accordance with this Agreement, Tenax’s organizational documents and any applicable

Plan. As of the Closing, (i) the number of Tenax Units set forth in the Tenax Closing Capitalization Schedule as being owned by a Person

will constitute to the entire interest of such Person in the issued and outstanding capital stock of, or any other equity or ownership

interests in, Tenax, and record ownership of such Tenax Units set forth in the Tenax Closing Capitalization Schedule is held by such Person

and (ii) no Person not disclosed in the Tenax Closing Capitalization Schedule will be the record owner of, or have a right to acquire

from Tenax any equity or ownership interests in, Tenax or options in respect of the foregoing.

Section 5.03

Authority Relative to This Agreement.

(a)

Tenax has all necessary organizational power and authority to execute and deliver this Agreement and the other Transaction Documents

to which it is a party, to perform its obligations hereunder and thereunder to consummate the Transactions. The execution and delivery

of this Agreement and such other Transaction Documents by Tenax and the consummation by Tenax of the Transactions have been duly and validly

authorized by all necessary organizational action, and no other proceedings on the part of Tenax are necessary to authorize this Agreement

and such other Transaction Documents or to consummate the Transactions (other than, with respect to the Merger, the filing of the Certificate

of Merger with the Secretary of State of the State of Delaware as required by the DLLCA). This Agreement has been duly and validly executed

and delivered by Tenax and, assuming due authorization, execution and delivery by AIR and Merger Sub, constitutes a legal, valid and binding

obligation of Tenax, enforceable against Tenax in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency

(including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally

and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

(b)

The Consenting Tenax Members are the record and beneficial owners of, in the aggregate, interests of Tenax Units entitled to cast

votes constituting at least a majority of the votes entitled to be cast on the approval of this Agreement by Tenax Members as of the date

hereof. The Tenax Member Support Agreements constitute, alone and without any other vote or consent of any other Tenax Member, the Required

Tenax Member Approval.

Section 5.04

No Conflict; Required Filings and Consents.

(a)

The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by Tenax do not, and the

performance of this Agreement and such other Transaction Documents by Tenax, and the consummation of the Transactions, will not, (i) conflict

with or violate the limited liability company agreement or other equivalent organizational documents of (A) Tenax or (B) any of its Subsidiaries,

(ii) assuming all consents, approvals, authorizations and other actions described in Section 5.04(b) have been obtained

or taken and all filings and obligations described in Section 5.04(b) have been made or satisfied, conflict with or violate

any Law applicable to Tenax or any of its Subsidiaries or by which any property or asset of Tenax or any of its Subsidiaries is bound

or affected or (iii) violate, conflict with, require consent under, result in any breach of, result in loss of benefit under or constitute

a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination,

amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of Tenax or any of its

Subsidiaries pursuant to, any Contract, Tenax Permit or other instrument or obligation to which Tenax or any of its Subsidiaries is a

party or by which Tenax or any of its Subsidiaries or any of their respective assets or properties is bound or affected, except, with

respect to clauses (i)(B), (ii) and (iii) of this Section 5.04(a), for any such conflicts, violations, breaches, defaults

or other occurrences which would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect.

(b)

The execution and delivery of this Agreement and the other Transaction Documents to which it is a party by Tenax do not, and the

performance of this Agreement and such other Transaction Documents by Tenax, and the consummation of the Transactions, will not, require

any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority, except (i) for

applicable requirements, if any, of the Securities Act (including in connection with the Registration Statement) and the Exchange Act,

(ii) the pre-merger notification requirements of the HSR Act, the requirements of any other applicable Antitrust Laws and the filing of

the Certificate of Merger with the Secretary of State of the State of Delaware as required by the DLLCA and (iii) such other consents,

approvals, orders, authorizations, registrations, declarations, transfers, waivers, disclaimers and filings, the failure of which to be

obtained or made would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect.

Section 5.05

Permits; Compliance.

(a)

Since January 1, 2023, Tenax and its Subsidiaries have operated and conducted their businesses in compliance in all material respects

with all Laws of any Governmental Authority applicable to their respective businesses or operations and all internal or posted policies

and procedures. Since January 1, 2023, neither Tenax nor any of its Subsidiaries has received any written notice alleging, or been charged

with, any material violation of any Laws.

(b)

Tenax and each of its Subsidiaries have obtained and hold all Tenax Permits, and all such Tenax Permits are valid and in full force

and effect, except where the failure to hold the same or to be in full force and effect would not, individually or in the aggregate, reasonably

be expected to have a Tenax Material Adverse Effect. In addition, (i) there has occurred no default under, or violation of, any such

Tenax Permit, (ii) no suspension or cancellation of any of the Tenax Permits is pending or, to the knowledge of Tenax, threatened

and (iii) Tenax has taken all measures reasonably necessary (including by making all applications or filings required by applicable Law

or the applicable Governmental Authority) to extend any Tenax Permit to prevent the expiration thereof, in each case, except as would

not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect.

Section 5.06

Financial Statements; Undisclosed Liabilities.

(a)

Section 5.06(a) of the Tenax Disclosure Letter contains true, complete and correct copies of the audited consolidated

balance sheets and related statements of income, members’ equity and cash flows of Tenax and its consolidated Subsidiaries as of

and for the years ended December 31, 2024 and 2023 and the unaudited consolidated balance sheet and related statements of income, members’

equity and cash flows of Tenax and its consolidated Subsidiaries as of and for the nine months ended September 30, 2025 (collectively,

with the related notes and schedules thereto, the “Tenax Financial Statements”), in each case, prepared in accordance

with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto and subject,

in the case of interim financial statements, to the absence of footnotes and normal year-end adjustments) and each fairly presents, in

all material respects, the consolidated financial condition, results of operations, changes in members’ equity and cash flows of

Tenax and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated therein (subject,

in the case of interim financial statements, to the absence of footnotes and normal year-end adjustments).

(b)

Tenax and its Subsidiaries maintain a system of internal controls over financial reporting that are effective to ensure (i) the

reliability of financial reporting, including policies and procedures that mandate the maintenance of records that in reasonable detail

accurately and fairly reflect the material transactions and dispositions of the assets of Tenax and its Subsidiaries, (ii) that transactions

are recorded as necessary to permit preparation of financial statements in conformity with GAAP, consistently applied, (iii) that

transactions are executed only in accordance with the authorization of management and (iv) the prevention or timely detection of

the unauthorized acquisition, use or disposition of assets.

(c)

Neither Tenax nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent

or otherwise), except liabilities (i) reflected or reserved against in the consolidated balance sheet (or the notes thereto) of Tenax

as of December 31, 2024, included in the Tenax Financial Statements, (ii) incurred after December 31, 2024, in the ordinary course

of business consistent with past practice, (iii) incurred in connection with the negotiation, execution, delivery or performance of, or

pursuant to the terms of, this Agreement or the other Transaction Documents (for clarity, any liability caused by or resulting from a

breach by Tenax of this Agreement shall not be deemed a liability incurred in connection with the negotiation, execution, delivery or

performance of, or pursuant to the terms of, this Agreement) or (iv) that would not, individually or in the aggregate, reasonably be expected

to have a Tenax Material Adverse Effect.

(d)

Since January 1, 2023, none of Tenax, Tenax’s independent accountants or the Tenax Board has received any written, or to

the knowledge of Tenax, oral notification of any (i) “significant deficiency” in the internal controls over financial reporting

of Tenax; (ii) “material weakness” in the internal controls over financial reporting of Tenax; or (iii) fraud, whether

or not material, that involves management or other employees of Tenax who have a significant role in the internal controls over financial

reporting of Tenax. Since January 1, 2023, there have been no material internal investigations regarding accounting, auditing or revenue

recognition discussed with, reviewed by or initiated at the direction of the President or Chief Financial Officer of Tenax or the Tenax

Board or any committee thereof. For purposes of this Agreement, the terms “significant deficiency” and “material weakness”

shall have the meanings assigned to them in the Statement of Auditing Standard FAS 115 – Communicating Internal Control Related

Matters Identified in an Audit, as in effect on the date hereof.

(e)

Since January 1, 2023, (i) neither Tenax nor any of its Subsidiaries has received any written or, to the knowledge of Tenax, oral

complaint, allegation, assertion or claim regarding accounting, internal accounting controls or auditing practices, procedures, methodologies

or methods of Tenax or any of its Subsidiaries, or unlawful accounting or auditing matters with respect to Tenax or any of its Subsidiaries,

and (ii) no attorney representing Tenax or any of its Subsidiaries, whether or not employed by Tenax or any of its Subsidiaries, has reported

evidence of a breach of fiduciary duty or similar violation by Tenax or any of its Subsidiaries or any of their respective officers, directors,

employees or agents to the Tenax Board or any committee thereof or to the President or Chief Financial Officer of Tenax, except as, in

each of (i) and (ii), has not had and would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse

Effect.

Section 5.07

Absence of Certain Changes or Events. Since December 31, 2024, there has not been any event, occurrence, state of facts,

development, circumstance, change or effect that, individually or in the aggregate with all other events, occurrences, state of facts,

developments, circumstances, changes and effects, has had or would reasonably be expected to have a Tenax Material Adverse Effect. From

December 31, 2024 to the Original Execution Date, (a) Tenax and its Subsidiaries have conducted their businesses in all material respects

in the ordinary course and in a manner consistent with past practice and (b) neither Tenax nor any of its Subsidiaries has taken any action

that, if taken after the Original Execution Date, would constitute a breach of any of the covenants set forth in Section 6.02

(with the exception of those set forth in clauses (b)(i) and (iv) (to the extent related to the foregoing)).

Section 5.08

Information Supplied. The information relating to Tenax and its Subsidiaries that is provided by or on behalf of Tenax or

any of its Subsidiaries for inclusion in the Registration Statement or the Proxy Statement/Prospectus, or in any other document filed

with any other Governmental Authority in connection with the Merger and the other Transactions, will not, (i) in the case of the Registration

Statement, at the time it (or any amendment or supplement thereto) is filed with the SEC and at the time it is declared effective under

the Securities Act, and (ii) in the case of the Proxy Statement/Prospectus, at the date it is first mailed to the AIR Stockholders or

at the time of the AIR Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are made, not misleading.

Section 5.09

Sufficiency of Funds.

(a)

Tenax has sufficient financial resources and, at the Closing, will have sufficient cash and other financial resources, in each

case, to enable Tenax to pay any amounts required to be paid in connection with the consummation of the Transactions and to pay all related

fees and expenses, and there is no restriction on the use of such cash or other financial resources for such purposes. Tenax has the financial

resources and capabilities to fully perform all of its obligations under this Agreement.

(b)

Without limiting Section 10.07, in no event shall the receipt or availability of any funds or financing by or to Tenax or

any of its Affiliates or any other financing transaction be a condition to any of the obligations of Tenax hereunder.

Section 5.10

Absence of Litigation. There is no Action pending or, to the knowledge of Tenax, threatened (i) against or involving

Tenax, any of its Subsidiaries or any of their respective assets, officers, directors or key employees (in the case of officers, directors

or key employees, arising out of such officer’s, director’s or key employee’s relationship with Tenax) that, individually

or in the aggregate, has or would reasonably be expected to have a Tenax Material Adverse Effect or (ii) that seeks to restrain or enjoin

the consummation of the Transactions. There is not any Order of any Governmental Authority or arbitrator outstanding against, or, to the

knowledge of Tenax, investigation by any Governmental Authority involving, Tenax, any of its Subsidiaries or any of their respective assets,

officers, directors or key employees (in the case of such officers, directors or key employees, such as would affect Tenax or any of its

Subsidiaries) that, individually or in the aggregate, has or would reasonably be expected to have a Tenax Material Adverse Effect. There

is no material Action pending by Tenax or any of its Subsidiaries, or which Tenax or any of its Subsidiaries intends to initiate, against

any other Person. The foregoing includes Actions pending or threatened (or any basis therefor to the knowledge of Tenax) involving the

prior employment of any of the employees of Tenax or any of its Subsidiaries, services of the employees of Tenax or any of its Subsidiaries

provided in connection with Tenax’s business, any information or techniques allegedly proprietary to any former employer of an employee

of Tenax or any of its Subsidiaries or obligations of an employee of Tenax or any of its Subsidiaries under any agreement with such employee’s

former employer.

Section 5.11

Employee Benefit Plans.

(a)

Section 5.11(a) of the Tenax Disclosure Letter sets forth a true, correct and complete list of each material Tenax

Benefit Plan. With respect to each such material Tenax Benefit Plan, Tenax has delivered or made available to AIR true, correct and complete

copies of all plan documents (including all amendments and attachments thereto), or written summaries of such Tenax Benefit Plan not in

writing.

(b)

Each Tenax Benefit Plan has been, in all material respects, established, maintained, operated, funded and administered in accordance

with its terms and all applicable Laws. Tenax and its Subsidiaries and, to the knowledge of Tenax, all fiduciaries of any Tenax Benefit

Plan are, and at all times have been, in compliance in all material respects with all Laws relating to the Tenax Benefit Plans and the

provision of compensation and benefits. Except as would not, individually or in the aggregate, reasonably be expected to have a Tenax

Material Adverse Effect, no Action is pending or, to the knowledge of Tenax, threatened with respect to any Tenax Benefit Plan (other

than claims for benefits in the ordinary course) and, to the knowledge of Tenax, there are not any facts that would be reasonably expected

to give rise to any Action with respect to any Tenax Benefit Plan.

(c)

Each Tenax Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and either has received

a favorable determination letter from the IRS or may rely upon a favorable opinion letter from the IRS as to its qualified status and,

to the knowledge of Tenax, there are no facts or circumstances that could reasonably be expected to adversely affect such qualification

or cause the imposition of a material liability, penalty or Tax under ERISA, the Code or other applicable Laws with respect to any such

Tenax Benefit Plan.

(d)

No Tenax Benefit Plan is, and neither Tenax nor any of its ERISA Affiliates has ever sponsored, maintained or been obligated to

contribute to an employee benefit plan that is or was, subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code,

except as would not, individually or in the aggregate, reasonably be expected to have an AIR Material Adverse Effect. No Tenax Benefit

Plan is, and neither Tenax nor any of its ERISA Affiliates has ever contributed to, or been obligated to contribute to, any (i) “multiemployer

plan” (as defined in Section 3(37) or Section 4001(a)(3) of ERISA), (ii) “multiple employer plan” (as defined in

29 C.F.R. § 4001.2) or a plan subject to Section 413(c) of the Code, (iii) “multiple employer welfare arrangement”

(as defined in Section 3(40) of ERISA) or (iv) “voluntary employees’ beneficiary association” (as defined in Section

501(c)(9) of the Code).

(e)

Neither the execution and delivery of this Agreement nor the consummation of the Transactions could (either alone or in connection

with any other event, including a termination of employment or service of any current or former Tenax Service Provider following, or in

connection with, the Transactions): (i) entitle any current or former Tenax Service Provider to any payment or benefit, including

any severance pay or benefits or any increase in severance pay or benefits; (ii) accelerate the time of payment or vesting or trigger

any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, or increase the amount payable or trigger

any other obligation pursuant to, any of the Tenax Benefit Plans; (iii) limit or restrict the right of Tenax or any of its Subsidiaries

to amend, modify or terminate any of the Tenax Benefit Plans; or (iv) result in the payment of any compensation or any benefits that would,

individually or in combination with any other such compensation or benefits, constitute an “excess parachute payment”, as

defined in Section 280G(b)(1) of the Code, to any current or former Tenax Service Provider.

(f) Neither Tenax nor any of its Subsidiaries has any liability in respect of, or obligation to provide, post-retirement or other post-employment

health, life insurance or welfare benefits for any current or former Tenax Service Provider (or the spouses, dependents or beneficiaries

of any such individuals), whether under a Tenax Benefit Plan or otherwise, except as required to comply with Section 4980B of the Code

or any similar Laws.

(g)

No current or former Tenax Service Provider is entitled to any gross-up, make-whole, indemnification, reimbursement or other additional

payment from Tenax or any other Person in respect of any Tax (including federal, state, provincial, territorial, municipal, local and

non-U.S. income, excise and other Taxes (including Taxes imposed under Section 4999 or 409A of the Code)) or interest or penalty related

thereto.

Section 5.12

Labor and Employment Matters.

(a)

Neither Tenax nor any of its Subsidiaries is a party to any Collective Bargaining Agreement applicable to any current or former

Tenax Service Provider. From January 1, 2023 through the Original Execution Date, there have not been any strikes or other material labor

disputes or work stoppages or organizational campaigns, petitions or other unionization activities seeking recognition of a collective

bargaining unit relating to any current or former Tenax Service Provider and, there are no such strikes or other material labor disputes

or work stoppages or campaigns, petitions or other activities ongoing, pending or, to the knowledge of Tenax, threatened. Neither the

execution of this Agreement nor the consummation of the Transactions will require Tenax or any of its Subsidiaries to provide notice to,

enter into any consultation procedure with, or trigger any similar obligation to, any labor organization, works council or similar body

under applicable Laws.

(b)

Each of Tenax and its Subsidiaries is, and at all times has been, in compliance in all material respects with all Laws related

to the engagement of service providers, employment practices and labor relations, including those related to wages, hours, classification,

immigration, health, safety, collective bargaining, discrimination, civil rights, workers’ compensation, reporting of compensation

and benefits and the collection and payment of income, employment and other Taxes. Except as would not, individually or in the aggregate,

reasonably be expected to have a Tenax Material Adverse Effect, no Action by or before any Governmental Authority with respect to Tenax

or any of its Subsidiaries in relation to the employment or alleged employment of any individual is pending, ongoing or, to the knowledge

of Tenax, threatened, nor has Tenax or any of its Subsidiaries received any notice indicating an intention to conduct the same.

(c)

Since January 1, 2023, Tenax and its Subsidiaries have not received, been involved in or been subject to any Actions or any other

material complaints, claims or actions alleging sexual harassment, sexual misconduct, bullying or discrimination committed by any director,

officer or other managerial employee of Tenax or any of its Subsidiaries or alleging a workplace culture that encourages or is conducive

to the foregoing.

Section 5.13

Real and Personal Property.

(a)

Neither Tenax nor any of its Subsidiaries owns any real property.

(b)

Section 5.13(b) of the Tenax Disclosure Letter sets forth a true and complete list of the street addresses of all Tenax

Leased Real Property, together with a description of the underlying Tenax Real Property Lease. True, correct and complete copies of each

Tenax Real Property Lease have been made available to AIR prior to the Original Execution Date. Except as would not, individually or in

the aggregate, reasonably be expected to have a Tenax Material Adverse Effect, (i) each Tenax Real Property Lease is valid and binding

on Tenax or the Subsidiary of Tenax that is a party thereto and, to the knowledge of Tenax, each other party thereto, and is in full force

and effect; (ii) all rent and other sums and charges payable by Tenax or any of its Subsidiaries thereunder are current and all obligations

required to be performed or complied with by Tenax or any of its Subsidiaries thereunder have been performed; (iii) no termination

event or condition or uncured default of a material nature on the part of Tenax or, if applicable, any of its Subsidiaries or, to the

knowledge of Tenax, the landlord thereunder, exists under any Tenax Real Property Lease; (iv) Tenax and each of its Subsidiaries has a

good and valid leasehold, subleasehold or licensee interest in each Tenax Leased Real Property, free and clear of all Encumbrances, except

Permitted Encumbrances; (v) neither Tenax nor any of its Subsidiaries has received any written notice from any landlord under any Tenax

Real Property Lease of any default or that such landlord intends to terminate such Tenax Real Property Lease; and (vi) neither Tenax nor

any of its Subsidiaries has received written notice of any pending and, to the knowledge of Tenax, there is no threatened, condemnation

with respect to any Tenax Leased Real Property or any portion thereof. Tenax and its Subsidiaries have not subleased, licensed or granted

any right to use or occupy any portion of any Tenax Leased Real Property to any Person.

(c)

Tenax or one of its Subsidiaries, as the case may be, has valid title to, or valid leasehold or comparable contractual rights in

or relating to, all material personal property owned or leased by it and necessary for the conduct of its business as it is now being

conducted, free and clear of all Encumbrances, except Permitted Encumbrances. No termination event or condition or uncured default of

a material nature on the part of Tenax or, if applicable, its Subsidiaries or, to the knowledge of Tenax, any Person thereunder, exists

under any lease of any personal property.

Section 5.14

Intellectual Property.

(a)

Section 5.14(a) of the Tenax Disclosure Letter sets forth, as of the Original Execution Date, a true and complete list

of all (i) Registered Tenax IP, indicating for each such item, as applicable, the owner, the application, publication or registration

number and date and jurisdiction of filing or issuance; (ii) material Software included in the Tenax Owned IP; and (iii) social

media handles or accounts used by Tenax.

(b)

The Tenax Owned IP is subsisting and, to the knowledge of Tenax, valid and enforceable and Tenax and its Subsidiaries possess all

rights, title and interests in and to the Tenax Owned IP, free and clear of any Encumbrances other than Permitted Encumbrances.

(c)

Since January 1, 2023, the operation of Tenax’s business has not infringed, misappropriated or otherwise violated the Intellectual

Property of any third party, and to the knowledge of Tenax, no other Person has infringed, diluted, misappropriated or otherwise violated,

or is infringing, diluting, misappropriating or otherwise violating, the Tenax IP. Since January 1, 2023, there have been no, and there

are currently no, pending Actions or Actions threatened in writing regarding: (i) the licensing or use by Tenax or any of its Subsidiaries

of any other Person’s Intellectual Property; (ii) any actual or potential infringement, dilution, misappropriation or other violation

by any other Person of Tenax Owned IP; or (iii) any actual or potential infringement, dilution, misappropriation or other violation of

any other Person’s Intellectual Property by Tenax or any of its Subsidiaries, and to the knowledge of Tenax, no valid basis exists

for any Action in connection with any of the foregoing items (i) through (iii) of this Section 5.14(c).

(d)

Tenax and its Subsidiaries own or have a valid right to use all Intellectual Property that is in use or planned for use in the

operation or conduct of Tenax’s business, and the Tenax IP constitutes all of the Intellectual Property that is used, held for use

or planned for use in the conduct of Tenax’s business in the manner in which it is currently being conducted. The consummation of

this Agreement and compliance by Tenax and its Subsidiaries with the provisions of this Agreement will not conflict with, or result in

any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result

in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Encumbrance

in or upon, any material Tenax Owned IP.

(e)

Each of Tenax and its Subsidiaries have used commercially reasonable efforts consistent with industry standards to maintain, preserve

and protect the secrecy and confidentiality of their Trade Secrets and confidential information of other Persons that is in the possession

of Tenax and its Subsidiaries and prevent the misuse or misappropriation of the Trade Secrets and other such confidential information

included in the Tenax IP, including through the development of policies for the protection of Intellectual Property. Each current and

former director, officer, employee, contractor or consultant of Tenax and its Subsidiaries has entered into a written agreement with Tenax

that requires such director, officer, employee, contractor or consultant to protect the secrecy and confidentiality of such Trade Secrets

and information. There has been no misappropriation or unauthorized disclosure or use of any of Tenax’s Trade Secrets or confidential

information of other Persons that is in the possession of Tenax and its Subsidiaries.

(f) No current or former director, officer, employee, contractor or consultant of Tenax or its Subsidiaries owns any rights in or to

any Tenax Owned IP. All current and former directors, officers, employees, contractors and consultants of Tenax and its Subsidiaries who

contributed to the discovery, creation or development of any material Tenax Owned IP (i) did so within the scope of his or her employment

such that it constituted a work made for hire and all Tenax Owned IP arising therefrom became the exclusive property of Tenax or any of

its Subsidiaries or (ii) pursuant to an executed, enforceable, valid written agreement, presently assigned all of his or her rights

in Tenax Owned IP to Tenax or any of its Subsidiaries. No current or former directors, officers, employees, contractors or consultants

of Tenax or any of its Subsidiaries has made or threatened to make any claim of ownership or right, in whole or in part, to any Tenax

Owned IP or asserted in an Action against Tenax or any of its Subsidiaries such claim of ownership or right.

(g)

Except as would not, individually or in the aggregate, reasonably be material to Tenax, Tenax and its Subsidiaries have complied

in all material respects with the requirements of the licenses for any Public Software used in the business.

(h)

No R&D Sponsor has been used to create any Intellectual Property owned or purported to be owned by Tenax and its Subsidiaries.

No R&D Sponsor has any claim of right or license to, ownership of or other Encumbrance (other than a Permitted Encumbrance) on any

Tenax IP.

(i)

Except as would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect, (i) Tenax

and its Subsidiaries are in compliance with all applicable Privacy and Data Security Requirements and (ii) since January 1, 2023, none

of Tenax or its Subsidiaries has received a complaint from any Governmental Authority or any other third party regarding its collection,

storage, Processing, disclosure, transfer or use of Personal Data that is pending or unresolved and, to the knowledge of Tenax, there

are no facts or circumstances that would give rise to any such complaints. Since January 1, 2023, Tenax and its Subsidiaries have used

commercially reasonable measures, consistent with accepted industry practices, designed to ensure the confidentiality, integrity, availability,

privacy and security of Personal Data Processed by Tenax or any of its Subsidiaries and to protect any Personal Data under their possession

or control from any unauthorized use or access. Except as would not, individually or in the aggregate, reasonably be expected to result

in a Tenax Material Adverse Effect, since January 1, 2023, neither Tenax nor any of its Subsidiaries has experienced any breaches or unauthorized

uses of or access to Personal Data within the possession or control of Tenax or its Subsidiaries.

(j) The

Tenax IT Assets operate and perform in all material respects in accordance with their documentation and functional specifications and

otherwise as required to permit the operation of Tenax’s business as currently conducted. Since January 1, 2023, (i) there

has been no security breach or unauthorized access to or use of any of the Tenax IT Assets, whether physical or electronic, and (ii) except

as would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect, the Tenax IT Assets have

not malfunctioned or failed, do not contain any viruses, worms, trojan horses, bugs or faults and have not experienced breakdowns, errors,

contaminants or continued substandard performance that has caused or reasonably could be expected to cause any disruption or interruption

in or to the use of any such Tenax IT Assets or to the business of Tenax. Tenax and its Subsidiaries have implemented commercially reasonable

backup, security and disaster recovery technology consistent with industry practices and are in compliance with applicable Privacy and

Data Security Requirements for the Tenax IT Assets used in the business, including regular backup and prompt recovery of data and information.

(k)

Except as would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect, no Personal

Data, Trade Secrets or other confidential information of Tenax or its Subsidiaries or confidential information of other Persons that is

in the possession of Tenax and its Subsidiaries are used in any input to any Artificial Intelligence Tool or in developing or training

any internal or third-party Artificial Intelligence Tool.

Section 5.15

Taxes.

(a)

All income and other material Tax Returns required to be filed by or with respect to Tenax or any of its Subsidiaries have been

timely filed (taking into account any extension of time within which to file) and all such Tax Returns are true, complete and accurate

in all material respects.

(b)

All material Taxes of Tenax and its Subsidiaries have been timely paid, whether or not required to be shown on a Tax Return, or,

in the case of Taxes not yet due or that are being contested in good faith, have been accrued or reserved on the Tenax Financial Statements.

There are no Tax Encumbrances on the assets of Tenax or any of its Subsidiaries other than Permitted Encumbrances.

(c)

Each of Tenax and its Subsidiaries has timely paid or withheld all material Taxes required to be paid or withheld with respect

to their employees, independent contractors, creditors and other third parties (and timely paid over such Taxes to the appropriate Governmental

Authority to the extent required by applicable Law).

(d)

Neither Tenax nor any of its Subsidiaries has executed any outstanding waiver of any statute of limitations for the assessment

or collection of any material Tax and there has been no request by a Governmental Authority to execute such a waiver or extension. No

material audit or other examination or administrative, judicial or other proceeding of, or with respect to, any Tax Return or Taxes of

Tenax or any of its Subsidiaries is currently in progress. No deficiency for any material amount of Tax has been asserted or assessed

by a Governmental Authority against Tenax or any of its Subsidiaries that has not been settled, paid or withdrawn.

(e)

Neither Tenax nor any of its Subsidiaries has been a party to any transaction treated by the parties as a distribution to which

Section 355 or 361 of the Code applies.

(f) Neither Tenax nor any of its Subsidiaries has participated in a “listed transaction” within the meaning of Treasury

Regulation § 1.6011-4(b), or any similar provision of state, local or foreign Law.

(g)

Neither Tenax nor any of its Subsidiaries (i) is a party to or is bound by any Tax Sharing Agreement; (ii) has liability for payment

of any amount as a result of being party to any Tax Sharing Agreement; (iii) has been a member of an affiliated group filing a consolidated

United States federal income Tax Return (other than an affiliated group the common parent of which was a Subsidiary of Tenax); or (iv)

has liability for the Taxes of any Person under Treasury Regulation § 1.1502-6 (or any similar provision of state, local or foreign

Law), as a transferee or successor, or by Contract or otherwise.

(h)

Section 5.15(h) of the Tenax Disclosure Letter contains a list, as of the Original Execution Date, of the jurisdiction of

organization and U.S. federal income tax classification of Tenax and each of its Subsidiaries.

(i) No claim has been made in writing by any Governmental Authority in a jurisdiction where Tenax or any of its Subsidiaries do not

file Tax Returns that any such entity is, or may be, subject to taxation by that jurisdiction.

(j) Neither Tenax nor any of its Subsidiaries has an outstanding request for a ruling or similar determination from a Governmental

Authority with respect to Taxes.

(k)

Neither Tenax nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from,

taxable income for any taxable period ending after the Closing Date as a result of any: (i) adjustment pursuant to Section 481

of the Code (or similar provision under any federal, state, local or foreign Law) associated with a change of accounting method that is

effective on or before the date of this Agreement; (ii) closing agreement or other agreement with any Governmental Authority executed

on or before the date of this Agreement; (iii) transaction entered into on or before the date of this Agreement and treated under

the installment method, long-term Contract method, cash method or open transaction method of accounting; or (iv) inclusion, other

than in the ordinary course of business, under Section 951(a) of the Code or similar provision of state, local or foreign Law.

Section 5.16

Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to be material to Tenax

and its Subsidiaries, taken as a whole: (a) Tenax is and, since January 1, 2023, has been in compliance with, all Environmental Laws and

possesses and is and, since January 1, 2023, has been in compliance with, all Environmental Permits; (b) there is no Action, Order or

notice of violation or liability, in each case, pursuant to any Environmental Law pending or, to the knowledge of Tenax, threatened in

writing against Tenax or any of its Subsidiaries; (c) there has been no release, spill, discharge or disposal of or exposure to any Hazardous

Material, nor are there any other environmental conditions, in each case, that would reasonably be expected to form the basis of any Action

or Order pursuant to any Environmental Law involving Tenax or its Subsidiaries; and (d) neither Tenax nor any of its Subsidiaries

has retained or assumed any liabilities or obligations that would reasonably be expected to form the basis of any Action or Order pursuant

to any Environmental Law involving Tenax or its Subsidiaries.

Section 5.17

Material Contracts.

(a)

Section 5.17(a) of the Tenax Disclosure Letter contains a true and complete list of the following types of Contracts

to which Tenax or any of its Subsidiaries is a party as of the Original Execution Date(such Contracts, whether or not set forth on Section 5.17(a)

of the Tenax Disclosure Letter and including any Contract entered into after the Original Execution Date in accordance with the terms

of this Agreement that would have been required to be set forth on Section 5.17(a) of the Tenax Disclosure Letter if it had

been entered into as of the Original Execution Date, but excluding any Tenax Benefit Plan, the “Tenax Material Contracts”):

(i)

all Contracts for the purchase of aircraft and agreements to refit existing aircraft pursuant to which Tenax or any of its Subsidiaries

would reasonably be expected to make payments of more than $1,000,000 during any fiscal year;

(ii)

all joint venture Contracts, partnership arrangements or other agreements involving a sharing with any third party of profits,

losses, costs or liabilities by Tenax or any of its Subsidiaries;

(iii)

all Contracts relating to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise)

for aggregate consideration in excess of $4,000,000;

(iv)

all Contracts relating to Indebtedness (including commitments to provide Indebtedness) of Tenax or any of its Subsidiaries;

(v)

all Contracts (A) that limit, or purport to limit, in any material respect, the ability of Tenax or any of its Subsidiaries or

any of their respective employees to compete in any line of business or with any Person or entity (other than Tenax and its Subsidiaries)

or in any geographic area or during any period of time or in any customer segment, (B) that limit, or purport to limit, in any respect,

the ability of any of Tenax’s Affiliates (other than Tenax’s Subsidiaries) to compete in any line of business or with any

Person or entity or in any geographic area or during any period of time or in any customer segment, (C) that provide for “exclusivity”

or any similar requirement or “most favored nation” or similar rights, in each case, in favor of any Person other than Tenax

or any of its Subsidiaries or (D) granting any put, call, right of first refusal, right of first negotiation, right of first offer, redemption

or similar right in favor of any Person other than Tenax or any of its Subsidiaries;

(vi)

all material Tenax IP Agreements, except for shrink-wrap or click-wrap licenses for off-the-shelf computer software or non-exclusive

licenses to or from customers of Tenax;

(vii)

each Contract between or among (A) Tenax or any of its Subsidiaries, on the one hand, and (B) any Affiliate, employee, shareholder,

member, equityholder, officer or director of Tenax or of any Subsidiary, or any of their respective Affiliates or, to the knowledge of

Tenax, family members, on the other hand, but excluding, for the avoidance of doubt, (I) any Contracts or arrangements between Tenax and

any of its Subsidiaries or between any Subsidiary of Tenax and another Subsidiary of Tenax, (II) any Contract or arrangement relating

to the employment of any such Person described in clause (B) and (III) any Contract providing for indemnification or reimbursement of

expenses for officers or directors of Tenax or any of its Subsidiaries (in such individual capacity as such); and

(viii)

any Tenax Government Contracts under which Tenax or its Subsidiaries would reasonably be expected to receive payments of more than

$5,000,000 in any fiscal year (excluding Tenax Government Contracts where any portion of the Tenax Government Contract or performance

of the Tenax Government Contract is classified).

(b)

Except as would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect, each Tenax

Material Contract is in full force and effect and is legal, valid, binding and enforceable in accordance with its terms against Tenax

and its Subsidiaries (as applicable) and, to the knowledge of Tenax, the other parties thereto. True and complete copies of each Tenax

Material Contract (and a written summary of the terms of any oral Tenax Material Contracts) have been made available to AIR. None of Tenax,

any of its Subsidiaries or, to the knowledge of Tenax, any other party thereto is in material violation of or in material default under (nor

does there exist any condition that, upon the passage of time or the giving of notice or both, would cause such a violation of or default

under) any Tenax Material Contract to which it is a party or by which it or any of its properties or other assets is bound, nor have any

of them given or received any notice alleging any of the same. Immediately following the Effective Time, each Tenax Material Contract

will continue to be in full force and effect and valid, binding and enforceable in accordance with its terms against Tenax and its Subsidiaries

(as applicable) and, to the knowledge of Tenax, the other parties thereto, except as would not, individually or in the aggregate, reasonably

be expected to have a Tenax Material Adverse Effect.

(c)

To the knowledge of Tenax, no Affiliate, employee, shareholder, member, equityholder, officer or director of Tenax or of any Subsidiary,

or any of their respective Affiliates or, to the knowledge of Tenax, family members, has any material interest in any property used in

the conduct of the business of Tenax or any of its Subsidiaries, or any material claim or right against Tenax or any of its Subsidiaries

or any direct or indirect material interest in any transaction with Tenax or any of its Subsidiaries.

Section 5.18

Insurance. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Tenax

Material Adverse Effect, all insurance policies and all self-insurance programs and arrangements relating to the business, assets and

operations of Tenax and its Subsidiaries are in full force and effect, and all premiums thereon have been timely paid or, if not yet due,

accrued. As of the Original Execution Date, there is no material claim pending under Tenax’s or any of its Subsidiaries’ insurance

policies or fidelity bonds as to which coverage has been questioned, denied or disputed by the underwriters of such policies or bonds.

Tenax and its Subsidiaries are in compliance in all material respects with the terms of such policies and bonds, and Tenax has no knowledge

of any threatened termination of, or material premium increase with respect to, any of such policies or bonds.

Section 5.19

Brokers. No broker, finder, financial advisor or investment banker is entitled to any brokerage, finder’s or other

fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Tenax. The fees and expenses of

all accountants, brokers, financial advisors, investment bankers, legal counsel and other Persons retained by Tenax or any of its Subsidiaries

incurred or to be incurred by Tenax or any of its Subsidiaries in connection with this Agreement or the Transactions will not exceed the

amount set forth in Section 5.19 of the Tenax Disclosure Letter.

Section 5.20

Government Contracts.

(a)

Except as would not, individually or in the aggregate, have, or reasonably be expected to have, a Tenax Material Adverse Effect,

since January 1, 2023: (i) Tenax and its Subsidiaries have complied with all terms and conditions of the Tenax Government Contracts; (ii)

Tenax and its Subsidiaries have complied in all respects with all applicable Laws pertaining to each Tenax Government Contract or Tenax

Government Bid; (iii) neither Tenax nor its Subsidiaries have received written (or, to the knowledge of Tenax, oral) notice of a cancellation,

termination for convenience, termination for default, suspensions or stop work orders (specifically excluding (A) suspensions or stop

work orders relating to protests filed in connection with the award of a Tenax Government Contract to Tenax or any of its Subsidiaries

or (B) suspensions or stop work orders initiated by a Governmental Authority that apply to all counterparties to similar Tenax Government

Contracts and not specific to Tenax or any of its Subsidiaries), cure notice, violation of Law, violation of a Tenax Government Contract

or show cause notice, and no such notice is currently proposed or, to the knowledge of Tenax, threatened in writing, pertaining to such

Tenax Government Contract; (iv) no cost incurred by Tenax or any of its Subsidiaries pertaining to such Tenax Government Contract has

been challenged, disallowed or is the subject of any ongoing audit or is subject to an ongoing investigation, with the exception of routine

audits conducted in the ordinary course of business; (v) neither Tenax nor any of its Subsidiaries has been informed by a Governmental

Authority that any option with respect to such Tenax Government Contract will not be exercised or that any Tenax Government Contract will

be terminated, canceled, subject to reduction or will otherwise come to an end prior to the end of its current period of performance;

and (vi) the submissions, representations, certifications and warranties made, acknowledged or set forth by Tenax and its Subsidiaries

with respect to the Tenax Government Contracts and Tenax Government Bids were true, complete and correct in all material respects as of

their effective date, Tenax and its Subsidiaries have complied with all such certifications and all such representations and certifications

have continued to be current and materially accurate and complete to the extent required by the terms of a Tenax Government Contract or

applicable Law.

(b)

(i) Neither Tenax nor its Subsidiaries have received any written or, to the knowledge of Tenax, oral notice that any officer, employee,

consultant or agent of Tenax or its Subsidiaries is, or since January 1, 2023, has been, under administrative, civil or criminal investigation

or indictment by any Governmental Authority (A) relating to the performance of his or her duties for Tenax or its Subsidiaries or (B)

that would reasonably be expected to have, individually or in the aggregate, a Tenax Material Adverse Effect; (ii) to the knowledge of

Tenax, there is not pending any investigation of Tenax, its Subsidiaries or its officers, employees, consultants or agents, nor since

January 1, 2023, has there been any audit or investigation of Tenax, its Subsidiaries or its officers, employees, consultants or agents

resulting in a material adverse finding with respect to any alleged irregularity, misstatement or omission arising under or relating to

any Tenax Government Contract; (iii) since January 1, 2023, neither Tenax nor its Subsidiaries have made or been required to make any

voluntary or mandatory disclosure to any Governmental Authority with respect to any alleged irregularity, unlawful conduct, misstatement,

significant overpayment or omission arising under or relating to a Tenax Government Contract; (iv) since January 1, 2023, neither Tenax

nor its Subsidiaries have received any written (or, to the knowledge of Tenax, oral) notice of any determination by a Governmental Authority

regarding, nor entered into a consent order or administrative agreement with a Governmental Authority regarding, any suspected or alleged

fraud, mischarging, improper payments, unauthorized release of information, misstatement, omission or violation of Law or any material

administrative or contractual requirement related to a Tenax Government Contract; (v) neither Tenax nor its Subsidiaries have received

any written (or, to the knowledge of Tenax, oral) notice of complaint (whether or not sealed or partially unsealed) regarding any suspected

or alleged fraud, mischarging, improper payments, unauthorized release of information, irregularity, misstatement, omission or violation

of Law or any material administrative or contractual requirement related to a Tenax Government Contract; (vi) neither Tenax nor its Subsidiaries

have received written document requests, subpoenas, search warrants or civil investigative demands addressed to or requesting information

involving Tenax, its Subsidiaries or any of its members, managers, officers, employees or affiliates, in connection with or concerning

any information related to a Tenax Government Contract; (vii) to the knowledge of Tenax, neither Tenax nor its Subsidiaries nor any of

their officers, managers, directors or employees has been under any administrative, civil or criminal investigation or indictment or criminal

information involving alleged false statements, false claims or other improprieties or criminal acts relating to any Tenax Government

Contract; (viii) neither Tenax nor its Subsidiaries, nor, to the knowledge of Tenax, any of their respective officers or employees, has

been the subject of any actual “whistleblower” or “qui tam” lawsuit; or (ix) to the knowledge of Tenax, it has

not conducted any internal audit, review or inquiry in which any outside legal counsel, auditor, accountant or investigator has been or

was engaged with respect to any suspected, alleged or possible fraud, defective pricing, mischarging, improper payments, unauthorized

release of information, misstatement, omission or violation of Law or any material administrative or contractual requirement related to

a Tenax Government Contract.

Section 5.21

Prohibited Payments.

(a)

None of Tenax, any of its Subsidiaries, any of their respective officers or employees and, to the knowledge of Tenax, any supplier,

distributor, licensee or agent or any other Person acting on behalf of Tenax or any of its Subsidiaries, directly or indirectly, has (i) made

or offered to make or received any direct or indirect payments in violation of the Anti-Corruption Laws, including any contribution, payment,

commission, rebate, promotional allowance or gift of funds or property or any other economic benefit or thing of value to or from any

employee, official or agent of any Governmental Authority where either the contribution, payment, commission, rebate, promotional allowance,

gift or other economic benefit or thing of value, or the purpose thereof, was illegal under any Law (including the Anti-Corruption Laws),

or (ii) provided or received any product or services in violation of any Law (including the Anti-Corruption Laws). Neither Tenax nor any

of its Subsidiaries has received any written or, to the knowledge of Tenax, other communication from any Governmental Authority regarding

any material violation of, or failure to comply with, any Anti-Corruption Laws or, to the knowledge of Tenax, is the subject of any internal

complaint, audit or review process regarding a material violation of, or failure to comply with, any Anti-Corruption Laws. Since January

1, 2023, neither Tenax nor any of its Subsidiaries has made any disclosure (voluntary or otherwise) to any Governmental Authority with

respect to any alleged irregularity, misstatement or omission or other potential violation or liability arising under or relating to any

Anti-Corruption Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect.

To the knowledge of Tenax, (x) none of the directors, officers, employees or agents of Tenax or any of its Subsidiaries is a government

official, political party official or candidate for political office and (y) there are no known familial relationships between any of

Tenax’s directors, officers, employees or agents, on the one hand, and any government official, political party official or candidate

for political office, on the other hand.

(b)

The operations of Tenax and its Subsidiaries are and have been conducted at all times in compliance in all material respects with

applicable financial recordkeeping, reporting and internal control requirements of the Money Laundering Laws and of the United States

Foreign Corrupt Practices Act. No action, claim, suit or proceeding by or before any Governmental Authority involving Tenax or any of

its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of Tenax, threatened, nor, to the knowledge

of Tenax, is any investigation by or before any Governmental Authority involving Tenax or any of its Subsidiaries with respect to the

Money Laundering Laws pending or threatened, in each case, except as would not, individually or in the aggregate, reasonably be expected

to have a Tenax Material Adverse Effect.

(c)

None of Tenax, any of its Subsidiaries or, to the knowledge of Tenax, any of their respective Representatives or Affiliates (nor,

to the knowledge of Tenax, any Person or entity acting on behalf of any of the foregoing) is currently a Person that is, or is owned or

controlled by a Person that is, a Sanctioned Person. Tenax and its Subsidiaries have conducted their transactions in material compliance

with all applicable Sanctions. No action, claim, suit or proceeding by or before any Governmental Authority involving Tenax or any of

its Subsidiaries with respect to any Sanctions is pending or, to the knowledge of Tenax, threatened, nor, to the knowledge of Tenax, is

any investigation by or before any Governmental Authority involving Tenax or any of its Subsidiaries with respect to any Sanctions pending

or threatened, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse

Effect.

(d)

Tenax and its Subsidiaries have conducted their transactions in material compliance with the Export Control Laws. No licenses or

approvals pursuant to the Export Control Laws are necessary for the transfer of any export licenses or other export approvals to AIR or

Merger Sub in connection with the consummation of the Transactions, including the Merger, except for any such licenses or approvals the

failure of which to obtain would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect.

No action, claim, suit or proceeding by or before any Governmental Authority involving Tenax or any of its Subsidiaries with respect to

the Export Control Laws is pending or, to the knowledge of Tenax, threatened, nor, to the knowledge of Tenax, is any investigation by

or before any Governmental Authority involving Tenax or any of its Subsidiaries with respect to the Export Control Laws pending or threatened,

in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Tenax Material Adverse Effect.

(e)

Tenax has and has implemented policies and procedures reasonably designed to ensure compliance with the Anti-Corruption Laws, Money

Laundering Laws, Sanctions and Export Control Laws.

Section 5.22

No Implied Representations and Warranties. The representations and warranties of Tenax contained in this Article V

or in any certificate delivered pursuant to this Agreement constitute the sole and exclusive representations and warranties of Tenax to

AIR and Merger Sub in connection with the Transactions, and all other representations and warranties of any kind or nature expressed or

implied (including, but not limited to, the future or historical financial condition, results of operations, prospects, business, assets

or liabilities of Tenax), whether made by Tenax, any of its Affiliates or any of its managers, partners, officers, directors, employees,

advisors, consultants, agents or representatives, whether in any individual or any other capacity, are specifically disclaimed by AIR

and Merger Sub, and AIR and Merger Sub each acknowledge that it has not relied on and should not rely on and will not rely on any such

other representations and warranties other than the representations and warranties of Tenax contained in this Article V or

in any certificate delivered pursuant to this Agreement. Except for the representations and warranties contained in this Article V

or in any certificate delivered pursuant to this Agreement, no exhibit to this Agreement, nor any other material or information provided

by or communications made by Tenax or any of its Affiliates, or by any Representative thereof, whether by use of a “data room”

or in any information memorandum or otherwise, will cause or create any warranty, express or implied, as to the title, condition, value

or quality of Tenax and its Subsidiaries.

Article

CONDUCT OF BUSINESS PENDING THE MERGER

Section 6.01

Conduct of Business by AIR Pending the Merger.

(a)

AIR covenants and agrees that, between the Original Execution Date and the Effective Time, except (i) as set forth in Section 6.01(a)

of the AIR Disclosure Letter, (ii) as expressly contemplated by this Agreement or (iii) with the prior written consent of Tenax

(which consent shall not be unreasonably withheld, delayed or conditioned), AIR shall, and shall cause each of its Subsidiaries to, use

reasonable best efforts to conduct its business in all material respects in the ordinary course consistent with past practice and in material

compliance with applicable Law and all AIR Material Contracts. Without limiting the generality of the foregoing, AIR shall, and shall

cause its Subsidiaries to, use its reasonable best efforts to preserve intact its present business organization and maintain the goodwill

and existing relationships with its suppliers, licensors, licensees and others having significant business relationships with them.

(b)

By way of amplification and not limitation, except as set forth in Section 6.01(b) of the AIR Disclosure Letter, as

expressly contemplated by this Agreement or the other Transaction Documents or with the prior written consent of Tenax (which consent

shall not be unreasonably withheld, delayed or conditioned), neither AIR nor any of its Subsidiaries shall, between the Original Execution

Date and the Effective Time, do any of the following:

(i)

amend or otherwise change its articles of incorporation or bylaws or equivalent organizational documents, or the equivalent organizational

documents of any of its Subsidiaries, or create any new Subsidiaries;

(ii)

merge or consolidate AIR with any other Person or restructure, reorganize or completely or partially liquidate;

(iii)

issue, deliver, sell, grant, pledge, dispose of or grant an Encumbrance on, or permit an Encumbrance to exist on, any shares of

any class of capital stock of AIR or any of its Subsidiaries, any other voting securities or other ownership interests, or any options,

warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, voting securities or equity

interests, or any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based units or other

similar interests of AIR or any of its Subsidiaries (except for the issuance of shares of AIR Stock issuable pursuant to the exercise

of AIR Stock Options or the settlement of AIR RSU Awards, in each case, outstanding on the Original Execution Date in accordance with

their terms and the terms of the AIR Stock Plans as in effect on the Original Execution Date);

(iv)

repurchase, redeem or otherwise acquire any outstanding AIR Stock;

(v)

(A) sell, lease, license, pledge or dispose of or (B) grant an Encumbrance on, or permit an Encumbrance to exist on, any properties

or assets (other than Intellectual Property, which is the subject of clause (vi)) or any interests therein of AIR or any of its Subsidiaries,

other than Permitted Encumbrances;

(vi)

sell, lease, sublease, license, sublicense, assign or otherwise grant rights under any AIR Owned IP (except for non-exclusive licenses

granted to customers and suppliers of AIR in the ordinary course of business consistent with past practice) or transfer, cancel, abandon

or fail to renew, maintain or diligently pursue applications for or otherwise dispose of any AIR Owned IP;

(vii)

declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect

to any of its capital stock, except for dividends by any of AIR’s direct or indirect wholly owned Subsidiaries to AIR or any of

its other wholly owned Subsidiaries;

(viii)

adjust, reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital

stock, voting securities or other ownership interests or any securities convertible into or exchangeable or exercisable for capital stock,

voting securities or other ownership interests;

(ix)

acquire any assets outside the ordinary course of business consistent with past practice from any other Person for consideration

in excess of $100,000 in any individual transaction or series of related transactions or $250,000 in the aggregate;

(x)

make any loans, advances, guarantees or capital contributions to or investments in any Person, other than advances to employees

of AIR or any of its Subsidiaries in respect of travel or other related business expenses, in each case, in the ordinary course of business

consistent with past practice;

(xi)

make any payments or distributions to any stockholders, employees, directors, officers or Affiliates of AIR or its Subsidiaries,

or any of their respective Affiliates (or any directors, managers or employees of such Affiliates), other than payments to employees of

salary and expense reimbursement in the ordinary course of business;

(xii)

incur any Indebtedness or guarantee such Indebtedness of another Person, or issue or sell any debt securities or warrants or other

rights to acquire any debt security of AIR;

(xiii)

make or authorize any capital expenditure in excess of $500,000 in the aggregate during any 12-month period beginning on or after

the Original Execution Date;

(xiv)

modify in any material respect any accounting policies or procedures, other than as required by GAAP or Law;

(xv)

except as required by applicable Law, (A) make any material change (or file any such change) in any method of Tax accounting; (B)

make, change or rescind any material Tax election; (C) settle or compromise any material Tax liability or consent to any claim or assessment

or enter into any closing agreement relating to a material amount of Taxes; (D) file any material amended Tax Return; (E) file any

claim for refund of a material amount of Taxes; or (F) waive or extend the statute of limitations in respect of material Taxes;

(xvi)

except as required by the terms of an AIR Benefit Plan or AIR Collective Bargaining Agreement as in effect on the Original Execution

Date, (A) adopt, enter into, terminate, modify or amend any AIR Collective Bargaining Agreement or AIR Benefit Plan; (B) increase

in any manner the compensation, bonus or fringe or other benefits of, or grant or pay any discretionary bonus of any kind or amount whatsoever

to, any current or former AIR Service Provider; (C) grant or pay any change-in-control, retention, severance or termination pay to,

or increase in any manner the change-in-control, retention, severance or termination pay of, any current or former AIR Service Provider;

(D) grant or modify any awards to any current or former AIR Service Provider (including grants of any stock or stock-based awards

or the removal of existing restrictions in any AIR Benefit Plans or awards made thereunder); (E) take any action to fund or in any

other way secure the payment of compensation or benefits under any AIR Benefit Plan; (F) take any action to accelerate the vesting

or payment of any compensation or benefit under any AIR Benefit Plan or awards made thereunder; (G) except as may be required for

continued compliance with generally accepted accounting principles in the relevant jurisdiction, materially change any actuarial or other

assumption used to calculate funding obligations with respect to any AIR Benefit Plan or change the manner in which contributions to any

AIR Benefit Plan are made or the basis on which such contributions are determined; or (H) terminate or hire any AIR Service Provider,

other than terminations for “cause” (as reasonably determined by AIR in accordance with past practices); provided that

AIR may hire additional AIR Service Providers to replace departed AIR Service Providers in the ordinary course of business consistent

with past practice, and may terminate or hire AIR Service Providers with an annual base salary that is less than $150,000 in the ordinary

course of business consistent with past practice;

(xvii)

except as required by Law or any judgment by a court of competent jurisdiction, (A) pay, discharge, settle or satisfy any

material claims, liabilities, obligations or litigation (absolute, accrued, asserted or unasserted, contingent or otherwise), other than

the payment, discharge, settlement or satisfaction in the ordinary course of business and in a manner consistent with past practice of,

in accordance with their terms, liabilities disclosed, reflected or reserved against in the AIR Financial Statements (or the notes thereto)

(for amounts not in excess of such reserves) or incurred since the date of such AIR Financial Statements in the ordinary course of business

and in a manner consistent with past practice; (B) cancel or compromise any material Indebtedness; or (C) waive or assign any

claims or rights of material value;

(xviii)

enter into, terminate, cancel, modify, amend or fail to renew any AIR Material Contract or AIR Real Property Lease, or any Contract

or lease that, if existing on the Original Execution Date, would have been an AIR Material Contract or AIR Real Property Lease, or waive,

release or assign any material rights or claims thereunder, in each case, other than in the ordinary course of business consistent with

past practice;

(xix)

enter into, modify, amend or terminate any Contract, or waive, release or assign any material rights or claims thereunder, which,

if so entered into, modified, amended, terminated, waived, released or assigned would (A) reasonably be expected to impair in any

material respect the ability of AIR to perform its obligations under this Agreement or (B) reasonably be expected to prevent or materially

impede, interfere with, hinder or delay the consummation of the Transactions;

(xx)

enter into any Contract that is material to AIR and its Subsidiaries, taken as a whole, to the extent consummation of the Transactions

would reasonably be expected to trigger, conflict with or result in a violation of any “change of control” or similar provision

of such Contract;

(xxi)

amend any material AIR Permit in any material respect, or allow any material AIR Permit to lapse, expire or terminate, other

than (A) amendments, renewals or extensions of AIR Permits in the ordinary course of business consistent with past practice or (B)

non-renewal or non-extension of AIR Permits that are not necessary to conduct AIR’s business as then conducted;

(xxii)

authorize, apply for or cause to be approved the listing of shares of AIR Common Stock or AIR Preferred Stock on any stock exchange;

(xxiii)

authorize, commit or agree to do any of the foregoing.

(c)

Nothing contained in this Agreement is intended to give Tenax, directly or indirectly, the right to control or direct the operations

of AIR or its Subsidiaries prior to the Effective Time in violation of applicable Law.

Section 6.02

Conduct of Business by Tenax Pending the Merger.

(a)

Tenax covenants and agrees that, between the Original Execution Date and the Effective Time, except (i) as set forth in Section 6.02(a)

of the Tenax Disclosure Letter, (ii) as expressly contemplated by this Agreement or (iii) with the prior written consent of

AIR (which consent shall not be unreasonably withheld, delayed or conditioned), Tenax shall, and shall cause each of its Subsidiaries

to, use reasonable best efforts to conduct its business in all material respects in the ordinary course consistent with past practice

and in material compliance with applicable Law and all Tenax Material Contracts. Without limiting the generality of the foregoing, Tenax

shall, and shall cause its Subsidiaries to, use its reasonable best efforts to preserve intact its present business organization and maintain

the goodwill and existing relationships with its suppliers, licensors, licensees and others having significant business relationships

with them.

(b)

By way of amplification and not limitation, except as set forth in Section 6.02(b) of the Tenax Disclosure Letter,

as expressly contemplated by this Agreement or the other Transaction Documents or with the prior written consent of AIR (which consent

shall not be unreasonably withheld, delayed or conditioned), neither Tenax nor any of its Subsidiaries shall, between the Original Execution

Date and the Effective Time, do any of the following:

(i)

amend or otherwise change its certificate of formation, limited liability company agreement or equivalent organizational documents,

except for any amendments or changes that would not (A) materially delay, materially impede or prevent the consummation of the Transactions

or (B) adversely affect the AIR Stockholders in any material respect differently than the Tenax Members;

(ii)

adopt a plan or agreement of complete or partial liquidation or dissolution, merger, amalgamation, consolidation, restructuring,

recapitalization or other reorganization of or involving Tenax or any of its Subsidiaries (other than dormant Subsidiaries or, with respect

to any merger, amalgamation or consolidation, other than among Tenax and any wholly owned Subsidiary of Tenax or among wholly owned Subsidiaries

of Tenax);

(iii)

enter into any new line of business that is material to Tenax and its Subsidiaries, taken as a whole; or

(iv)

authorize, commit or agree to do any of the foregoing.

(c)

Nothing contained in this Agreement is intended to give AIR, directly or indirectly, the right to control or direct the operations

of Tenax or its Subsidiaries prior to the Effective Time in violation of applicable Law.

Section 6.03

No Interfering Transactions. During the period from the Original Execution Date through the earlier of the Closing and the

termination of this Agreement, neither Tenax nor AIR shall, and neither Tenax nor AIR shall permit any of its Subsidiaries to, enter into

any agreement to acquire another business or effect any transaction that is reasonably likely to prevent or impede, interfere with, hinder

or delay in any material respect the consummation of the Transactions.

Article

VII

ADDITIONAL AGREEMENTS

Section 7.01

AIR Stockholders Meeting; Registration Statement.

(a)

In accordance with the NRS, AIR’s articles of incorporation and bylaws, the Exchange Act and any applicable rules and regulations

of NYSE American, AIR, in consultation with Tenax, shall call, give notice of, convene and hold the AIR Stockholders Meeting as promptly

as reasonably practicable following the date upon which the Registration Statement has been declared effective under the Securities Act

(with the record date and meeting date to be set by the AIR Board after consultation with Tenax regarding such dates) and shall as promptly

as reasonably practicable following the date of this Agreement, for the purpose of obtaining the AIR Stockholder Approvals, duly set a

record date for determining the stockholders entitled to notice of, and to vote at, the AIR Stockholders Meeting (such date to be at least

20 Business Days following the initiation of a broker search pursuant to Rule 14a-13 under the Exchange Act). Subject to the terms

of this Agreement, the AIR Board shall recommend that the stockholders of AIR vote in favor of the approval of the AIR Charter Amendment

and the AIR Stock Issuance. AIR shall comply with the NRS, AIR’s articles of incorporation and bylaws, the Exchange Act and the

rules and regulations of NYSE American in connection with the AIR Stockholders Meeting, including preparing and delivering the Proxy Statement/Prospectus

to AIR’s stockholders, as required pursuant to the Exchange Act and Section 7.01(b) below. Subject to the terms of this

Agreement, unless there has been a Change in the AIR Recommendation, AIR shall use its reasonable best efforts to solicit (or cause to

be solicited) from its stockholders proxies constituting the AIR Stockholder Approvals. AIR shall not change the date of, postpone or

adjourn the AIR Stockholders Meeting without the consent of Tenax (which may not be unreasonably withheld, conditioned or delayed); provided

that, without Tenax’s consent, AIR may adjourn or postpone the AIR Stockholders Meeting as may be required by applicable Law and

no more than two times (i) to ensure that any required supplement or amendment to the Proxy Statement/Prospectus is provided to AIR’s

stockholders within a reasonable amount of time in advance of the AIR Stockholders Meeting, (ii) to allow reasonable additional time

to solicit from its stockholders proxies in favor of approval of the AIR Charter Amendment and the AIR Stock Issuance, (iii) if,

as of the time for which the AIR Stockholders Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus) or the

time scheduled for reconvening the AIR Stockholders Meeting, there are insufficient shares of AIR Stock represented (either in person

or by proxy) to constitute a quorum necessary to conduct the business of the AIR Stockholders Meeting or at such time AIR has not received

proxies sufficient to allow the receipt of the AIR Stockholder Approvals at the AIR Stockholders Meeting or (iv) as required by applicable

Law; provided further that the AIR Stockholders Meeting shall not be postponed, recessed or adjourned pursuant to this proviso

to a date that is more than 30 days after the date on which the AIR Stockholders Meeting was originally scheduled without the prior written

consent of Tenax. Tenax may cause AIR to postpone or adjourn the AIR Stockholders Meeting by prior written notice to AIR once for a period

of no longer than ten Business Days if at such time AIR has not received proxies sufficient to allow the receipt of the AIR Stockholder

Approvals at the AIR Stockholders Meeting and Tenax informs AIR that Tenax believes in good faith that additional time is required to

solicit stockholder proxies in favor of approval of the AIR Charter Amendment and the AIR Stock Issuance.

(b)

Promptly following the date of this Agreement, and in any event no later than ten Business Days following the delivery by Tenax

of all financial statements that are required by the applicable accounting requirements and other rules and regulations of the SEC to

be included in the Registration Statement or the Proxy Statement/Prospectus together with information relating to it required to be included

in the Registration Statement or the Proxy Statement/Prospectus under the Exchange Act, the Securities Act or other applicable Law, AIR,

with the assistance of Tenax, shall prepare, and AIR shall file with the SEC, the Registration Statement and any amendments or supplements

thereto in form and substance reasonably satisfactory to each of AIR and Tenax relating to the Merger and the Transactions. Each of AIR

and Tenax shall use its reasonable best efforts to cause the Registration Statement to become effective under the Securities Act as promptly

as practicable after such filing and to keep the Registration Statement effective for so long as necessary to consummate the Merger. Subject

to the terms of this Agreement, the Proxy Statement/Prospectus shall reflect the AIR Recommendation. Tenax shall, and shall use its reasonable

best efforts to cause its Representatives and Affiliates to, cooperate with AIR in the preparation of the Registration Statement and shall

furnish to AIR all information relating to it required by the Securities Act and the Exchange Act for inclusion in, or to assist AIR in

preparing, the Registration Statement (and responding to any comments from the SEC or its staff with respect thereto), including, without

limitation, such financial statements and other information relating to it and its Affiliates required to be included in the Registration

Statement under the Exchange Act, the Securities Act or other applicable Law. In addition, Tenax shall use its reasonable best efforts

to cause its independent accountants to provide assistance and cooperation to AIR in connection with the preparation of the Registration

Statement and the Proxy Statement/Prospectus, including, without limitation, to the extent required by applicable Law, providing consent

to AIR to include their audit reports in the Registration Statement and providing reasonable assistance in the preparation of pro forma

financial statements to be included in the Registration Statement. No filing of, or amendment or supplement to, the Registration Statement

or the Proxy Statement/Prospectus will be made by AIR without providing Tenax a reasonable opportunity to review and comment thereon.

AIR shall promptly provide Tenax and its counsel with copies of any written comments, and shall inform them of any oral comments, that

AIR or its counsel may receive from the SEC or its staff with respect to the Registration Statement or the Proxy Statement/Prospectus,

and AIR shall use its reasonable best efforts, after consultation with and with the assistance of Tenax, to respond as promptly as practicable

to any such comments of the SEC or its staff and to cause the Registration Statement to be declared effective under the Securities Act

and thereafter to cause the Proxy Statement/Prospectus to be mailed to AIR’s stockholders at the earliest practicable time. AIR

shall advise Tenax promptly after receiving notice of the issuance of any stop order or the suspension of the qualification of the AIR

Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction. Each of AIR and Tenax shall promptly advise

the other if it determines that any information provided by it for use in the Registration Statement was or shall have become false or

misleading in any material respect and shall promptly notify the other if it becomes aware of any material fact not contained in the Registration

Statement and required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they

were made, not misleading. AIR shall take all steps necessary to cause the Registration Statement as so corrected to be filed with the

SEC and the Proxy Statement/Prospectus to be disseminated to holders of shares of AIR Stock, in each case as, and to the extent, required

by applicable Law. AIR shall promptly provide Tenax and its counsel with copies of any written comments, and shall inform them of any

oral comments, that AIR or its counsel may receive from the SEC or its staff requesting any amendments or supplements to the Registration

Statement or the Proxy Statement/Prospectus, and AIR and Tenax shall cooperate in filing with the SEC or its staff, and if required by

applicable Law, AIR shall mail to its stockholders, as promptly as reasonably practicable, such amendment or supplement. AIR shall provide

Tenax and its counsel a reasonable opportunity to review any written responses to all SEC comments with respect to the Registration Statement

or the Proxy Statement/Prospectus, and AIR shall give due consideration to the reasonable additions, deletions or changes suggested thereto

by Tenax and its counsel.

Section 7.02

No Solicitation of Transactions.

(a)

AIR agrees that none of it or any of its Subsidiaries or any of their respective Representatives will, and that it will cause each

of its Subsidiaries and each of its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit, initiate,

seek or take any other action to facilitate or encourage the making, submission or announcement of any proposal that constitutes, or could

be reasonably be expected to lead to, any Competing AIR Proposal; (ii) enter into, maintain, continue or participate in any discussions

or negotiations with any Person or entity in furtherance of, or furnish to any Person any information or otherwise cooperate in any way

with respect to, any Competing AIR Proposal; (iii) agree to, approve, endorse, recommend or consummate any Competing AIR Proposal;

(iv) enter into, or propose to enter into, any Competing AIR Transaction Agreement; or (v) resolve, propose or agree, or authorize

or permit any Representative, to do any of the foregoing. Without limiting the foregoing, it is agreed that any violation of the restrictions

set forth in the preceding sentence by any Representative of AIR or any of its Subsidiaries shall be deemed to be a breach of this Section 7.02(a)

by AIR. AIR shall, and shall cause its Subsidiaries and its and its Subsidiaries’ Representatives to, immediately cease and cause

to be terminated all existing discussions or negotiations with any Persons conducted prior to the execution of this Agreement by AIR,

any of its Subsidiaries or its or any of their respective Representatives with respect to any Competing AIR Proposal, request the prompt

return or destruction of all confidential information previously furnished and terminate access to any physical or electronic data rooms

related to a potential Competing AIR Proposal previously granted to such Person.

(b)

AIR shall promptly, and in any event within 24 hours of AIR obtaining knowledge of the receipt thereof, advise Tenax orally and

in writing of any Competing AIR Proposal or any inquiry relating to or that could reasonably be expected to lead to any Competing AIR

Proposal, the financial and other material terms and conditions of any such Competing AIR Proposal or inquiry (including any changes thereto)

and the identity of the Person making any such Competing AIR Proposal or inquiry. AIR shall (i) keep Tenax fully informed of the

status and material details (including any change to the terms thereof) of any such Competing AIR Proposal or inquiry and (ii) provide

to Tenax, as soon as practicable after receipt or delivery thereof (and in any event, within 24 hours of such receipt or delivery), unredacted

copies of all correspondence (other than non-substantive written correspondence) and other written material (including all draft and final

versions (and any amendments thereto) of agreements (including schedules and exhibits thereto) and any comments thereon) relating to any

such Competing AIR Proposal or inquiry exchanged between AIR or any of its Subsidiaries (or their Representatives), on the one hand, and

the Person making such Competing AIR Proposal or inquiry (or its Representatives), on the other hand.

(c)

Notwithstanding anything to the contrary in this Agreement, at any time prior to the receipt of the AIR Stockholder Approvals,

AIR may, subject to compliance with Section 7.02(b), furnish information to, and enter into discussions with, a Person who

has made, after the Original Execution Date, an unsolicited, written, bona fide Competing AIR Proposal so long as such Competing AIR Proposal

did not result from a breach of this Section 7.02 and, prior to furnishing such information and entering into such discussions,

the AIR Board has (i) reasonably determined, in its good-faith judgment (after having received the advice of a financial advisor

of nationally recognized reputation and outside legal counsel qualified to practice in the State of Nevada and experienced in matters

of Nevada corporate Law) that (A) such Competing AIR Proposal constitutes, or is reasonably likely to lead to, a Superior Proposal and

(B) the failure to furnish such information to, or enter into such discussions with, the Person who made such Competing AIR Proposal

would violate the AIR Board’s fiduciary duties under the NRS, (ii) previously provided all such information to Tenax (or provides

such information to Tenax substantially concurrent with the time it is provided to such Person) and (iii) obtained from such Person

an Acceptable AIR Confidentiality Agreement.

(d)

Except as set forth in this Section 7.02(d), neither the AIR Board nor any committee thereof shall (i) (A) fail

to make, withdraw, qualify, modify or amend, or propose publicly to fail to make, withdraw, qualify, modify or amend, the AIR Recommendation

or fail to include the AIR Recommendation in the Proxy Statement/Prospectus, (B) adopt or recommend, or propose publicly to adopt or recommend,

any Competing AIR Proposal or (C) enter into any agreement relating to a Competing AIR Proposal (other than an Acceptable AIR Confidentiality

Agreement); or (ii) make any public statement inconsistent with the AIR Recommendation (any of the actions described in the foregoing

clauses (i) and (ii), a “Change in the AIR Recommendation”). Notwithstanding the foregoing, if at any time prior to

the receipt of the AIR Stockholder Approvals and subject to compliance with Section 7.02(b), in response to the receipt of

an unsolicited, written, bona fide Competing AIR Proposal received after the Original Execution Date or the occurrence of an Intervening

Event, the AIR Board determines in its good-faith judgment (after having received the advice of a financial advisor of nationally recognized

reputation and outside legal counsel qualified to practice in the State of Nevada and experienced in matters of Nevada corporate Law)

that the failure of the AIR Board to make a Change in the AIR Recommendation would violate the fiduciary duties of the AIR Board under

the NRS, then the AIR Board may make a Change in the AIR Recommendation; provided, however, that no Change in the AIR Recommendation

may be made that relates to a Competing AIR Proposal unless such Competing AIR Proposal constitutes a Superior Proposal; provided further

that AIR shall not be entitled to exercise its right to make a Change in the AIR Recommendation until after the fifth Business Day following

Tenax’s receipt of written notice from AIR advising Tenax that the AIR Board intends to make a Change in the AIR Recommendation

(a “Notice of Adverse Recommendation”) and specifying the reasons therefor, including a description of any Intervening

Event in reasonable detail or the terms and conditions of any Superior Proposal and including an unredacted copy of any proposed agreement

(including schedules and exhibits thereto) relating to such Superior Proposal (it being understood and agreed that any material change

regarding such Intervening Event, or any amendment to the financial terms or any other material term of such Superior Proposal, shall

require a new Notice of Adverse Recommendation and a new three-Business-Day notice period). AIR agrees that, during the applicable five-Business-Day

notice period prior to the AIR Board making a Change in the AIR Recommendation, AIR and its Representatives shall negotiate in good faith

with Tenax and its Representatives regarding any revisions to the terms of this Agreement proposed by Tenax. In determining whether to

make a Change in the AIR Recommendation, the AIR Board shall take into account any changes to the financial or other terms of this Agreement

proposed by Tenax in response to a Notice of Adverse Recommendation or otherwise. At the end of the five-Business-Day notice period (or

three-Business-Day notice period with respect to any material change regarding such Intervening Event, or any amendment to the financial

terms or any other material term of such Superior Proposal) the AIR Board may effect a Change in the AIR Recommendation if the AIR Board

shall again make a determination in good faith after consultation with its outside legal counsel and financial advisors (and taking into

account any adjustment or modification of the terms of this Agreement proposed by Tenax), that the Change in the AIR Recommendation is

required to comply with the fiduciary duties of the AIR Board under the NRS and, if applicable, the Competing AIR Proposal continues to

constitute a Superior Proposal.

(e)

Notwithstanding anything in this Agreement to the contrary, in no event shall any Change in the AIR Recommendation (A) affect the

validity and enforceability of this Agreement or the other Transaction Documents, including the obligations of AIR and AIR’s stockholders

that are party to the Transaction Documents to consummate the Merger or the other Transactions or (B) cause any state corporate takeover

statute or other similar statute to be applicable to the Merger or the other Transactions.

(f)

Tenax agrees that neither it nor any of its Subsidiaries nor any of their respective Representatives will, and that it will cause

each of its Subsidiaries and each of its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit,

initiate, seek or take any other action to facilitate or encourage the making, submission or announcement of any proposal that constitutes,

or could reasonably be expected to lead to, any Competing Tenax Proposal; (ii) enter into, maintain, continue or participate in any

discussions or negotiations with any Person or entity in furtherance of, or furnish to any Person any information or otherwise cooperate

in any way with respect to, any Competing Tenax Proposal; (iii) agree to, approve, endorse, recommend or consummate any Competing

Tenax Proposal; (iv) enter into, or propose to enter into, any Competing Tenax Transaction Agreement; or (v) resolve, propose

or agree, or authorize or permit any Representative, to do any of the foregoing. Without limiting the foregoing, it is agreed that any

violation of the restrictions set forth in the preceding sentence by any Representative of Tenax or any of its Subsidiaries shall be deemed

to be a breach of this Section 7.02(f) by Tenax. Tenax shall, and shall cause its Subsidiaries and its and its Subsidiaries’

Representatives to, immediately cease and cause to be terminated all existing discussions or negotiations with any Persons conducted prior

to the execution of this Agreement by Tenax, any of its Subsidiaries or its or any of their respective Representatives with respect to

any Competing Tenax Proposal, request the prompt return or destruction of all confidential information previously furnished and terminate

access to any physical or electronic data rooms related to a potential Competing Tenax Proposal previously granted to such Person.

(g)

Tenax shall promptly, and in any event within 24 hours of Tenax obtaining knowledge of the receipt thereof, advise AIR orally and

in writing of any Competing Tenax Proposal or any inquiry relating to or that could reasonably be expected to lead to any Competing Tenax

Proposal, the financial and other material terms and conditions of any such Competing Tenax Proposal or inquiry (including any changes

thereto) and the identity of the Person making any such Competing Tenax Proposal or inquiry. Tenax shall (i) keep AIR fully informed

of the status and material details (including any change to the terms thereof) of any such Competing Tenax Proposal or inquiry and (ii) provide

to AIR, as soon as practicable after receipt or delivery thereof (and in any event, within 24 hours of such receipt or delivery), unredacted

copies of all correspondence (other than non-substantive written correspondence) and other written material (including all draft and final

versions (and any amendments thereto) of agreements (including schedules and exhibits thereto) and any comments thereon) relating to any

such Competing Tenax Proposal or inquiry exchanged between Tenax or any of its Subsidiaries (or their Representatives), on the one hand,

and the Person making such Competing Tenax Proposal or inquiry (or its Representatives), on the other hand.

(h)

Notwithstanding anything to the contrary in this Agreement, at any time prior to the receipt of the AIR Stockholder Approvals,

Tenax may, subject to compliance with Section 7.02(g), furnish information to, and enter into discussions with, a Person who

has made, after the Original Execution Date, an unsolicited, written, bona fide Competing Tenax Proposal so long as such Competing Tenax

Proposal did not result from a breach of this Section 7.02 and, prior to furnishing such information and entering into such

discussions, the Tenax Board has obtained from such Person an Acceptable Tenax Confidentiality Agreement.

Section 7.03

Access to Information; Confidentiality.

(a)

Except as otherwise prohibited by applicable Law, from the date of this Agreement until the Effective Time, AIR shall, and shall

cause its Subsidiaries to, (i) provide to Tenax and Tenax’s Representatives reasonable access during normal business hours

upon reasonable prior notice to the officers, employees and other personnel, agents, properties, offices and other facilities of AIR and

its Subsidiaries and to the books and records thereof and (ii) furnish promptly to Tenax such information concerning the business,

properties, Contracts, assets, liabilities, personnel and other aspects of AIR and its Subsidiaries as Tenax or its Representatives may

reasonably request (including for purposes of conducting regulatory compliance reviews and audits to allow Tenax to be in compliance with

its policies and procedures and any applicable Law at the Effective Time); provided, however, that AIR shall not be required

to provide access to or disclose any such information to the extent such access or disclosure would result in the loss of attorney-client

privilege of AIR or any of its Subsidiaries (provided that AIR and its Subsidiaries shall use their reasonable best efforts to

allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege).

(b)

Except as otherwise prohibited by applicable Law, from the date of this Agreement until the Effective Time, Tenax shall, and shall

cause its Subsidiaries to, provide to AIR and AIR’s Representatives reasonable access during normal business hours upon reasonable

prior notice to Tenax’s personnel and records on a basis consistent with AIR’s access to such personnel and records prior

to the date hereof in connection with AIR’s due diligence review of Tenax and its Subsidiaries in connection with the Transactions

and as the parties shall determine is reasonably necessary to enable the AIR Board to fulfill its fiduciary duties under the NRS.

(c)

All information obtained by the parties hereto pursuant to this Section 7.03 shall be kept confidential in accordance

with the Confidentiality Agreement.

(d)

No investigation pursuant to this Section 7.03 shall affect any representation, warranty, covenant or agreement in

this Agreement of any party hereto or any condition to the obligations of the parties hereto.

Section 7.04

Employee Benefits Matters.

(a)

For the period beginning on the Closing Date and continuing through the first anniversary of the Closing Date (or, if shorter,

during the period of employment), AIR shall, or shall cause its Subsidiaries to, provide each employee of AIR or its Subsidiaries, as

of immediately prior to the Effective Time, who continues to be employed by AIR or the Surviving Company after the Closing Date (collectively,

the “Continuing Employees”) with (i) a base salary or wage rate, as applicable, and annual cash target bonus opportunity

that is not less than the base salary or wage rate, as applicable, and annual target cash bonus opportunity provided to such Continuing

Employee immediately prior to the Effective Time and (ii) other employee benefits (including severance benefits) that are no less

favorable in the aggregate than either, as determined by AIR in its sole discretion, (A) the other employee benefits provided to such

Continuing Employee by AIR and its Subsidiaries immediately prior to the Effective Time or (B) the other employee benefits provided

to similarly situated employees of Tenax and its Subsidiaries immediately prior to the Effective Time. Notwithstanding anything herein

to the contrary, effective from and after the Closing Date, the terms and conditions of employment for any Continuing Employee covered

by an AIR Collective Bargaining Agreement shall continue to be governed by the applicable AIR Collective Bargaining Agreement until the

expiration, modification or termination of such AIR Collective Bargaining Agreement in accordance with its terms or applicable Laws.

(b)

Without limiting the generality of Section 10.05, the provisions of this Section 7.04 are for the sole

benefit of the parties to this Agreement and nothing herein, express or implied, is intended or shall be construed to confer upon or give

any Person (including, for the avoidance of doubt, any Continuing Employee or other current or former AIR Service Provider or Tenax Service

Provider), other than the parties hereto and their respective permitted successors and assigns, any legal or equitable or other rights

or remedies (including with respect to the matters provided for in this Section 7.04) under or by reason of any provision

of this Agreement. Nothing contained in this Agreement, express or implied, shall (i) be treated as an amendment to any AIR Benefit Plan,

Tenax Benefit Plan or other compensation or benefit plan, program, policy, agreement, arrangement or understanding for any purpose; (ii)

obligate AIR or the Surviving Company or any of their respective Subsidiaries to (A) maintain any particular benefit plan or arrangement

or (B) retain the employment of any particular employee; or (iii) prevent AIR or the Surviving Company or any of their respective

Subsidiaries from amending or terminating any benefit plan or arrangement.

Section 7.05

Directors’ and Officers’ Indemnification and Insurance.

(a)

AIR’s obligations with respect to all rights to indemnification and exculpation from liabilities, including advancement of

expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or

officers of AIR as provided in the articles of incorporation and bylaws of AIR or any indemnification Contract between such directors

or officers and AIR (in each case, as in effect on the date hereof) shall survive the Closing and shall continue in full force and effect

in accordance with their terms. For the avoidance of doubt, the applicable rights of indemnification and exculpation contemplated by this

Section 7.05 and pursuant to the terms of the articles of incorporation or bylaws of AIR as in effect at or prior to the Effective

Time shall not be impaired by any modification of such terms in any amendment or restatement of such articles of incorporation or bylaws

following the Effective Time.

(b)

For the three-year period commencing immediately after the Effective Time, AIR shall maintain in effect a directors’ and

officers’ liability insurance with an insurance carrier with the same or better credit rating as AIR’s insurance carrier as

of the date hereof covering acts or omissions occurring at or prior to the Effective Time with respect to those individuals who are currently

(and any additional individuals who prior to the Effective Time become) covered by AIR’s directors’ and officers’ liability

insurance policies on terms, conditions, retentions and limits of liability that are at least as favorable as AIR’s existing policies

in effect on the date of this Agreement. AIR shall be permitted, prior to the Effective Time, to obtain and fully pay the premium, subject

to the maximum annual premium referred to in the first proviso to this Section 7.05(b), for the extension of (i) the directors’

and officers’ liability coverage of AIR’s existing directors’ and officers’ insurance policies and (ii) AIR’s

existing fiduciary liability insurance policies, in each case, for a claims reporting or discovery period of three years from and after

the Effective Time that shall be from an insurance carrier with the same or better credit rating as AIR’s insurance carrier as of

the date hereof with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively,

“D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable as AIR’s

existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement,

the Merger or the other Transactions). Notwithstanding anything to the contrary contained herein, in no event shall Tenax or AIR after

the Effective Time be required to expend for any policies contemplated by this clause (b) an annual premium amount in excess of 300% of

the annual premiums currently paid by AIR for such insurance; provided further that if the annual premiums of such insurance coverage

exceed such amount, after the Effective Time, AIR shall obtain a policy with the greatest coverage available for a cost not exceeding

such amount. If such prepaid D&O Insurance has been obtained by AIR prior to the Effective Time, it shall be deemed to satisfy all

obligations to obtain insurance pursuant to this Section 7.05(b), and AIR shall use its reasonable best efforts to cause such D&O

Insurance to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder.

(c)

In the event AIR or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be

the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its

properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of

AIR shall assume the obligations set forth in this Section 7.05.

Section 7.06

Notification of Certain Matters.

(a)

AIR shall give prompt notice to Tenax, and Tenax shall give prompt notice to AIR, of (i) the occurrence, or non-occurrence,

of any change, event, fact or development which would reasonably be expected to cause any of their respective representations or warranties

contained in this Agreement to become untrue or inaccurate such that the conditions set forth in Section 8.02(a) or Section 8.03(a)

would not be satisfied and (ii) any failure of AIR, Tenax or Merger Sub, as the case may be, to comply with or satisfy any covenant,

condition or agreement to be complied with or satisfied by it under this Agreement such that the conditions set forth in Section 8.02(b)

or Section 8.03(b) would not be satisfied; provided, however, that the delivery of any notice pursuant to this

Section 7.06 shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

(b)

AIR shall give prompt notice to Tenax, and Tenax shall give prompt notice to AIR, of (i) any notice or other communication

from any Governmental Authority in connection with the Transactions or from any Person alleging that the consent of such Person is or

may be required in connection with the Transactions and (ii) any Action commenced or, to its knowledge, threatened in writing relating

to or involving or otherwise affecting it or any of its Subsidiaries which, if pending on the Original Execution Date, would have been

required to have been disclosed pursuant to Article IV or Article V, as applicable, or which relates to the consummation

of the Transactions.

Section 7.07

Reasonable Best Efforts; Further Action.

(a)

Upon the terms and subject to the conditions set forth in this Agreement, each of the parties hereto agrees to use its reasonable

best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate and make effective the Transactions,

including using its reasonable best efforts to accomplish the following: (i) the satisfaction of the conditions precedent set forth

in Article VIII; (ii) the obtaining of all necessary actions or nonactions and consents from, and the giving of any necessary

notices to, Governmental Authorities and the making of all necessary registrations, declarations and filings (including filings that are

required or advisable under the HSR Act, and other registrations, declarations and filings with, or notices to, Governmental Authorities,

that may be required under the HSR Act or are required or advisable under other applicable antitrust, competition or pre-merger notification

Laws of any jurisdiction (collectively, “Antitrust Laws”), if any); (iii) the taking of all reasonable steps to

provide any supplemental information requested by any Governmental Authority, including participating in meetings with officials of such

entity in the course of its review of this Agreement or the Transactions, including the Merger; (iv) the taking of all reasonable

steps as may be necessary to avoid any Action by any Governmental Authority or third party that would otherwise have the effect of materially

delaying or preventing the consummation of the Merger; and (v) the defending or contesting of any Actions challenging this Agreement or

the consummation of the Merger, including seeking to have any stay or temporary restraining order entered by any court or other Governmental

Authority vacated or reversed. In connection with and without limiting the generality of the foregoing, each of AIR and the AIR Board

shall, if any state takeover statute or similar statute or regulation is or becomes applicable to this Agreement or any of the Transactions,

take all actions necessary to ensure that the Transactions may be consummated as promptly as practicable on the terms contemplated by

this Agreement and otherwise to minimize the effect of such statute or regulation on this Agreement and the Transactions, including the

Merger, contemplated by this Agreement. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no

event shall Tenax or its Affiliates (including, after the Effective Time, AIR and its Subsidiaries) be required to agree to or accept

(A) any prohibition of or limitation on its or their ownership, or any limitation that would affect its or their operation, of any

portion of their respective businesses or assets, including after giving effect to the Transactions; (B) any commitment, undertaking

or Order to divest, hold separate or otherwise dispose of any portion of its or their respective businesses or assets, including after

giving effect to the Transactions; (C) any limitation on the ability of the Tenax Members to acquire or hold or exercise full rights

of ownership of any capital stock of AIR or its Subsidiaries, including after giving effect to the Transactions; or (D) any other limitation

on its or their ability to, or the manner in which they, operate, conduct or control their respective businesses or operations, including

after giving effect to the Transactions (any such action or limitation described in clauses (A) through (D), a “Restriction”).

Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in no event shall Tenax or any of its Affiliates

be obligated to (x) litigate or participate in the litigation of any administrative Action before the United States Federal Trade Commission

in connection with obtaining the expiration of the waiting period under the HSR Act or any consent from a Governmental Authority under

Antitrust Laws in the United States in connection with the transactions contemplated by this Agreement or (y) challenge the decision

of any Governmental Authority under Antitrust Laws in any jurisdiction other than the United States.

(b)

Notwithstanding anything to the contrary herein, Tenax shall determine the strategy to be pursued for obtaining and lead the effort

to obtain all necessary actions or nonactions and consents from Governmental Authorities in connection with the Transactions contemplated

by this Agreement, and AIR shall take all reasonable actions to support Tenax in connection therewith. Each of Tenax and AIR shall (i) reasonably

cooperate with each other in connection with any filing or submission with any Governmental Authorities in connection with the Transactions

and any consents from any Governmental Authority in connection therewith and any investigation or other inquiry related thereto and in

connection with resolving any such investigation or inquiry with respect to any such filing or the Merger; (ii) not extend any waiting

or suspension period under any applicable Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate

the Merger, except with the prior written consent of the other party (such consent not to be unreasonably withheld, conditioned or delayed);

(iii) respond as promptly as practicable to any applicable inquiries or requests received from any Governmental Authority for additional

information or documentation; (iv) promptly make any applicable further filings or information submissions pursuant thereto that may be

necessary or advisable; and (v) promptly make any requisite filings or submissions required or advisable under any applicable Antitrust

Laws. Each of Tenax and AIR shall (A) promptly notify the other party of any written or oral communication to that party or its Subsidiaries

or Representatives from any Governmental Authority regarding the parties’ collaborative efforts to obtain consents to the Merger

under Antitrust Laws; (B) subject to applicable Law and to the extent reasonably practicable, permit the other party to review and comment

on any substantive written communication regarding such efforts prior to providing such communication to any Governmental Authority; and

(C) to the extent reasonably practicable, not agree to participate, or permit its Subsidiaries or Representatives to participate, in any

substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning consents

to the Merger under Antitrust Laws unless it consults with the other party in advance and, to the extent permitted by such Governmental

Authority and reasonably practicable, gives the other party the opportunity to attend and participate. Without limiting the foregoing,

neither party shall make any filings, submissions or substantive written communications to any Governmental Authority to obtain consents

to the Merger under Antitrust Laws without first providing a written copy of such filing, submission or communication to the other party

(or as appropriate to such party’s outside counsel) and allowing the other party a reasonable opportunity to provide comments on

such filing, submission or communication prior to submission. Tenax and AIR covenant and agree to incorporate all reasonable comments

of the other party (or as appropriate such party’s outside counsel) with respect to such filings, submissions and communications

prior to delivery of the same to any Governmental Authority.

Section 7.08

Obligations of Merger Sub. AIR shall take all action necessary to cause Merger Sub to perform its obligations under this

Agreement and to consummate the Merger on the terms and subject to the conditions set forth in this Agreement.

Section 7.09

Consents of Accountants. AIR and Tenax will each use their respective reasonable best efforts to cause to be delivered to each

other consents from their respective independent auditors, in form reasonably satisfactory to the recipient and customary in scope and

substance for consents delivered by independent public accountants in connection with registration statements on Form S 4 under the Securities

Act.

Section 7.10

Listing. AIR shall use its reasonable best efforts to cause the shares of AIR Common Stock to be issued in the Merger to

be approved for listing on the NYSE American, subject to official notice of issuance, and Tenax shall cooperate with AIR to the extent

reasonably necessary with respect to such listing.

Section 7.11

Public Announcements. The initial press release relating to the Transactions shall be a joint press release, the text of

which has been agreed to by each of Tenax and AIR. Thereafter, unless otherwise required by applicable Law or the requirements of applicable

stock exchanges, Tenax and AIR shall each use its reasonable best efforts to consult with the other before issuing, and give each other

the opportunity to review and comment upon, any press release or notice to shareholders, or otherwise making any public statements with

respect to this Agreement, the Merger or any of the other Transactions; provided, however, that each of Tenax and AIR may

make public statements that do not contain any information relating to the Transactions that has not been previously announced or made

public in accordance with this Agreement and do not reveal material, nonpublic information regarding the other party.

Section 7.12

Certain Tax Matters.

(a)

Tenax shall deliver to AIR on or no more than 30 days prior to the Closing Date a properly executed certificate meeting the requirements

of Treasury Regulations Section 1.1445-11T and in a form and substance reasonably satisfactory to AIR, which certifies that (i) fifty

percent or more of the value of the gross assets of Tenax do not constitute “United States real property holding interests”

within the meaning of Section 897(c)(1) of the Code or (ii) ninety percent or more of the value of the gross assets of Tenax do not

consist of United States real property holding interests plus cash or cash equivalents.

(b)

AIR shall prepare and timely file, or cause to be prepared and timely filed, each income Tax Return filed by or with respect to

Tenax or any of its Subsidiaries after the Closing, to the extent that items reflected on such Tax Return also are reflected on the Tax

Returns of one or more Tenax Members (or direct or indirect owners thereof) as a result of the status of Tenax as a partnership or a disregarded

entity for U.S. federal income Tax purposes (or, as applicable, state or local income Tax purposes) for any taxable year or period thereof

that ends on or before the Closing Date (any such Tax Return, a “Pass-Through Tax Return”). AIR shall provide the Tenax

Nominee with a draft copy of each Pass-Through Tax Return at least thirty (30) days before the due date for the filing of such Pass-Through

Tax Return (including extensions thereof) for the Tenax Nominee’s review and comment and shall incorporate the Tenax Nominee’s

reasonable comments.

(c)

AIR and its Affiliates shall promptly notify the Tenax Nominee upon receipt by such party of written notice of any inquiries, claims,

assessments, legal proceedings, audits or similar events with respect to any Pass-Through Tax Return (or the Taxes relating to any Pass-Through

Tax Return) for a Tax year or period thereof ending on or before the Closing Date (any such inquiry, claim, assessment, legal proceeding

audit or similar event, a “Pass-Through Tax Matter”). AIR, Tenax, the Tenax Nominee and their respective Affiliates

shall cooperate fully in connection with any Pass-Through Tax Matter, including by retaining and providing, at the reasonable request

of the other party, records or other information reasonably relevant to such Pass-Through Tax Matter. In no event shall AIR, Tenax or

the Tenax Nominee make an election under Section 6226 of the Code, use any procedure described in Section 6225(c)(2) of the Code or take

any other action causing the Tenax Members to bear any Taxes imposed on Tenax or its Subsidiaries as a result of a Pass-Through Tax Matter.

(d)

Without the express written consent of the Tenax Nominee, neither AIR nor any of its Affiliates shall (i) make any income Tax election

after the Closing with respect to Tenax, which election is effective on or before Closing Date, (ii) amend any income Tax Return of Tenax

in respect of any taxable period ending on or before the Closing Date (including any Pass-Through Tax Return) or (iii) make any voluntary

disclosures to, or initiate discussions or examinations with, Governmental Authority regarding Taxes with respect to any Pass-Through

Tax Return (or the Taxes relating to any Pass-Through Tax Return) for a Tax period ending on or before or otherwise including the Closing

Date, in each case, to the extent such Tax election, amendment or action would reasonably be expected to affect Taxes of any Tenax Member.

Section 7.13

Payoff Letters. AIR shall (a) deliver to Tenax at or prior to the Closing executed payoff letters in customary form reasonably

satisfactory to Tenax (the “Payoff Letters”) in respect of the Indebtedness listed on Section 7.13 of the AIR

Disclosure Letter (the “Payoff Debt”), which Payoff Letters shall (i) indicate the total amount required to be paid

to fully satisfy all principal, interest, prepayment premiums, penalties, breakage costs or similar obligations, as applicable, related

to any obligations under the Payoff Debt as of the anticipated Closing Date (and the daily accrual thereafter) (the “Payoff Amount”)

and (ii) state that upon receipt of the Payoff Amount, the applicable Payoff Debt and related instruments evidencing such Payoff Debt

shall be terminated (except for provisions in the documentation relating to such Payoff Debt that, by their terms, survive such termination);

and (b) make arrangements for the holders of such Payoff Debt (or the administrative agent or similar agent therefor) to deliver to Tenax

at or as soon as practicable after the Closing all possessory collateral then in its possession and all lien release documents and filings

with respect to all liens in or upon the assets or properties of AIR and its Subsidiaries securing such Payoff Debt; provided that

this Section 7.13 shall not require AIR or any of its Subsidiaries to cause such repayment, release and termination unless the

Closing shall occur substantially concurrently therewith.

Section 7.14

Anti-Takeover Statutes. AIR and the AIR Board shall: (a) grant such approvals and take all actions necessary so that no

“business combination”, “control share acquisition”, “fair price”, “moratorium” or other

anti-takeover or similar Laws (including NRS 78.411-78.444, inclusive, and NRS 78.378-78.3793, inclusive) become applicable to this Agreement

or the Transactions, including the Merger, and (b) if any such anti-takeover or similar Law becomes applicable to the Transactions, grant

such approvals and take all actions necessary so that the Transactions may be consummated as promptly as practicable and otherwise to

take all such other actions as are reasonably necessary to eliminate or minimize to the greatest extent possible the effects of any such

Law on the Transactions.

Section 7.15

Stockholder Litigation. From and after the date hereof, AIR shall promptly advise Tenax orally and in writing of any Actions

(including derivative claims) commenced or, to the knowledge of AIR, threatened against AIR and/or its directors or executive officers

relating to this Agreement, the Merger and/or the other Transactions contemplated hereby and shall keep Tenax promptly and reasonably

informed regarding any such Action. AIR shall give Tenax the opportunity to participate in the defense or settlement of any such Action

and shall give due consideration to Tenax’s views with respect thereto. AIR shall not agree to any settlement of any such Action

without Tenax’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed).

Section 7.16

Section 16 Matters. Prior to the Effective Time, the AIR Board shall take all such actions as may be necessary or appropriate

to cause any acquisitions of AIR Common Stock (including derivative securities related to AIR Common Stock) by any individual who shall

become subject to the reporting requirements of Section 16(a) of the Exchange Act as a result of the Transactions to be exempt under

Rule 16b-3 under the Exchange Act, to the extent permitted by applicable Law.

Section 7.17

Redemption Rights Agreement. At or prior to the Effective Time, AIR shall duly adopt, execute and deliver the Redemption

Rights Agreement.

Section 7.18

Registration Rights Agreement. At or prior to the Effective Time, AIR and the Tenax Members shall duly adopt, execute and

deliver the Registration Rights Agreement.

Section 7.19

Resignations and Replacement of Directors. At or prior to the Closing, AIR shall deliver to Tenax written resignation and

release letters, effective as of the Closing Date, of each of the directors and officers of AIR requested by Tenax in writing at least

five Business Days prior to the Closing, effectuating his or her resignation from such position as a member of the AIR Board or as an

officer (although not as an employee, if applicable, unless otherwise so requested by Tenax), in form and substance reasonably satisfactory

to Tenax.

Section 7.20

AIR Charter Amendment and AIR Reverse Stock Split. Promptly following the receipt of the AIR Stockholder Approvals,

AIR shall cause the AIR Charter Amendment to be filed with the Nevada Secretary of State in such form as required by, and executed in

accordance with, the relevant provisions of the NRS (the date and time of the filing of the AIR Charter Amendment with the Nevada

Secretary of State, or such later time permitted under the NRS as is specified in the AIR Charter Amendment and as is agreed to by AIR

and Tenax in writing, being the “Charter Amendment Effective Time”). Promptly following the Charter Amendment

Effective Time, AIR shall cause the AIR Certificate of Change effecting the AIR Reverse Stock Split to be filed with the Nevada Secretary

of State in such form as required by, and executed in accordance with, the relevant provisions of the NRS.

Article

VIII

CONDITIONS TO THE MERGER

Section 8.01

Conditions to the Obligations of Each Party. The respective obligations of Tenax, AIR and Merger Sub to consummate the Merger

are subject to the satisfaction or written waiver (where permissible under applicable Law) at or prior to the Effective Time of the following

conditions:

(a)

Registration Statement. The Registration Statement shall have become effective under the Securities Act and no stop order

suspending the effectiveness of the Registration Statement shall have been issued by the SEC and no proceeding for that purpose shall

be pending before the SEC.

(b)

Stockholder Approvals. The AIR Stockholder Approvals shall have been obtained in accordance with the NRS and AIR’s

articles of incorporation and bylaws.

(c)

No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, whether temporary,

preliminary or permanent, which is then in effect and has the effect of enjoining, restraining, prohibiting or otherwise preventing the

consummation of the Transactions (collectively, a “Restraint”).

(d)

Regulatory Approvals. (i) Any waiting period (and any extension thereof) applicable to the consummation of the Merger under

the HSR Act shall have expired or been terminated and (ii) any approval or waiting period with respect to those jurisdictions set

forth in Section 8.01(d) of the AIR Disclosure Letter shall have been obtained or terminated or shall have expired.

(e)

NYSE American Listing. The shares of AIR Common Stock to be issued in the Merger shall have been authorized for listing

on the NYSE American, subject to official notice of issuance.

(f) Required Tenax Member Approval. The Required Tenax Member Approval shall have been obtained.

Section 8.02

Conditions to the Obligations of Tenax. The obligations of Tenax to consummate the Merger are subject to the satisfaction

or written waiver (where permissible under applicable Law) at or prior to the Effective Time of the following additional conditions:

(a)

Representations and Warranties. In each case as of the Original Execution Date and as of the Closing Date, except to the

extent any such representations and warranties expressly relate to an earlier date, in which case as of such earlier date, (i) the representations

and warranties of AIR and Merger Sub set forth in the first sentence of Section 4.07 (Absence of Certain Changes or Events)

shall be true, correct and complete in all respects, (ii) the representations and warranties of AIR and Merger Sub set forth in Section 4.02

(Capitalization) shall be true, correct and complete in all respects (other than de minimis inaccuracies), (iii) the representations

and warranties of AIR and Merger Sub set forth in Section 4.01 (Organization and Qualification; Subsidiaries), Section 4.03

(Authority Relative to This Agreement), Section 4.04(a)(i)(A) (No Conflict) and Section 4.19 (Brokers) shall be

true, correct and complete in all material respects and (iv) the other representations and warranties of AIR and Merger Sub set forth

in Article IV shall be true, correct and complete (without giving effect to any “material”, “materiality”

or “AIR Material Adverse Effect” qualification contained therein), except where the failure of any such representations and

warranties to be so true, correct and complete has not had, and would not reasonably be expected to have, individually or in the aggregate,

an AIR Material Adverse Effect.

(b)

Agreements and Covenants. AIR and Merger Sub shall have performed or complied in all material respects with the agreements

and covenants required by this Agreement to be performed or complied with by it at or prior to the Effective Time.

(c)

No AIR Material Adverse Effect. Since the Original Execution Date through the Closing Date, there shall not have been any

event, occurrence, state of facts, development, circumstance, change or effect that, individually or in the aggregate with all other events,

occurrences, states of facts, developments, circumstances, changes and effects, has had or would have been reasonably expected to have

AIR Material Adverse Effect.

(d)

Officer’s Certificate. AIR shall have delivered to Tenax a certificate, dated the Closing Date, signed by the Chief

Executive Officer or Chief Financial Officer of AIR, certifying as to the satisfaction of the conditions specified in Section 8.02(a)

and Section 8.02(b).

(e)

Restrictions. No Action by any Governmental Authority shall be pending and no Restraint shall be in effect, in each case,

which imposes or seeks to impose any Restrictions on Tenax and its Subsidiaries.

(f)

Support Agreement. The AIR Stockholder Support Agreement shall remain in full force and effect.

Section 8.03

Conditions to the Obligations of AIR and Merger Sub. The obligations of AIR and Merger Sub to consummate the Merger are

subject to the satisfaction or written waiver (where permissible under applicable Law) at or prior to the Effective Time of the following

additional conditions:

(a)

Representations and Warranties. In each case as of the Original Execution Date and as of the Closing Date, except to the

extent any such representations and warranties expressly relate to an earlier date, in which case as of such earlier date, (i) the

representations and warranties of Tenax set forth in the first sentence of Section 5.07 (Absence of Certain Changes or Events)

shall be true, correct and complete in all respects, (ii) the representations and warranties of Tenax set forth in Section 5.02

(Capitalization) shall be true, correct and complete in all respects (other than de minimis inaccuracies), (iii) the representations

and warranties of Tenax set forth in Section 5.01 (Organization and Qualification; Subsidiaries), Section 5.03

(Authority Relative to This Agreement), Section 5.04(a) (No Conflict) and Section 5.19 (Brokers) shall be true,

correct and complete in all material respects and (iv) the other representations and warranties of Tenax set forth in Article V

shall be true, correct and complete (without giving effect to any “material”, “materiality” or “Tenax Material

Adverse Effect” qualification contained therein), except where the failure of any such representations and warranties to be so true,

correct and complete has not had, and would not reasonably be expected to have, individually or in the aggregate, a Tenax Material Adverse

Effect.

(b)

Agreements and Covenants. Tenax shall have performed or complied in all material respects with the agreements and covenants

required by this Agreement to be performed or complied with by it at or prior to the Effective Time.

(c)

No Tenax Material Adverse Effect. Since the Original Execution Date through the Closing Date, there shall not have been

any event, occurrence, state of facts, development, circumstance, change or effect that, individually or in the aggregate with all other

events, occurrences, states of facts, developments, circumstances, changes and effects, has had or would have been reasonably expected

to have a Tenax Material Adverse Effect.

(d)

Officer’s Certificate. Tenax shall have delivered to AIR a certificate, dated the Closing Date, signed by the President

or Chief Financial Officer of Tenax, certifying as to the satisfaction of the conditions specified in Section 8.03(a) and

Section 8.03(b).

Article

TERMINATION, AMENDMENT AND WAIVER

Section 9.01

Termination. This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any

time prior to the Effective Time, as follows:

(a)

by mutual written consent of Tenax and AIR, duly authorized by the Tenax Board and the AIR Board, respectively; or

(b)

by either Tenax or AIR if:

(i)

the AIR Stockholder Approvals shall not have been obtained at the AIR Stockholders Meeting or any adjournment or postponement thereof

at which the vote was taken;

(ii)

any Restraint having the effect set forth in Section 8.01(c) hereof shall have become final and nonappealable; provided,

however, that the party seeking to terminate this Agreement shall have complied in all material respects with its obligations under

Section 7.07; or

(iii)

the Effective Time shall not have occurred on or before 11:59 p.m., Eastern time, on the Outside Date; provided, however,

that the right to terminate this Agreement under this Section 9.01(b)(iii) shall not be available to (A) any party whose failure

to fulfill any obligation under this Agreement or other intentional breach has been a material cause of, or resulted in, the failure of

the Effective Time to occur on or before such time, (B) AIR if any Key AIR Stockholder’s material breach of its obligations under

the AIR Stockholder Support Agreement has been a material cause of, or resulted in, the failure of the Effective Time to occur on or before

such time and (C) Tenax if any Tenax Member’s material breach of its obligations under the relevant Tenax Member Support Agreement

has been a material cause of, or resulted in, the failure of the Effective Time to occur on or before such time; or

(c)

by Tenax:

(i)

upon a breach by either of AIR or Merger Sub of, or failure by either of AIR or Merger Sub to perform, any representation, warranty,

covenant or agreement set forth in this Agreement such that the conditions set forth in Section 8.02(a) or Section 8.02(b)

would not be satisfied and such breach or failure is incapable of being cured by the Outside Date or, if curable by the Outside Date,

is not cured by AIR or Merger Sub, as applicable, within thirty (30) days of receipt by AIR or Merger Sub, as applicable, of written notice

of such breach or failure; provided, however, that Tenax shall not have the right to terminate this Agreement pursuant to

this Section 9.01(c)(i) if Tenax is in material breach of its representations, warranties or covenants as of the time of such

purported termination;

(ii)

if a Change in the AIR Recommendation shall have occurred; or

(iii)

if the Key AIR Stockholders fail to duly execute and deliver, or cause to be delivered, to Tenax the AIR Stockholder Support Agreement

within 72 hours following the execution and delivery of this Agreement; or

(d)

by AIR:

(i)

upon a breach by Tenax of, or a failure by Tenax to perform, any representation, warranty, covenant or agreement set forth in this

Agreement such that the conditions set forth in Section 8.03(a) or Section 8.03(b) would not be satisfied and

such breach or failure is incapable of being cured by the Outside Date or, if curable by the Outside Date, is not cured by Tenax within

30 days of receipt by Tenax of written notice of such breach or failure; provided, however, that AIR shall not have the

right to terminate this Agreement pursuant to this Section 9.01(d)(i) if AIR is in material breach of its representations,

warranties or covenants as of the time of such purported termination;

(ii)

if (A) the conditions set forth in Section 8.01 and Section 8.02 have been satisfied or waived (other than those

conditions that by their nature are to be satisfied by actions taken at the Closing), (B) AIR has confirmed by notice to Tenax that all

conditions set forth in Section 8.03 have been satisfied (other than those conditions that by their nature are to be satisfied

by actions taken at the Closing) or that it is willing to waive any unsatisfied conditions in Section 8.03 and (C) the Merger shall

not have been consummated within three Business Days after the delivery of such notice; provided that, notwithstanding anything

in Section 9.01(b)(iii) to the contrary, no party shall be permitted to terminate this Agreement pursuant to Section 9.01(b)(iii)

during such three-Business-Day period following delivery of the notice referred to in clause (B) above.

(iii)

to accept a Superior Proposal, subject to the provisions of Section 7.02; or

(iv)

if the Consenting Tenax Members fail to duly execute and deliver, or cause to be delivered, to AIR the Tenax Member Support Agreements

within 72 hours following the execution and delivery of this Agreement.

Section 9.02

Effect of Termination. In the event of termination of this Agreement pursuant to Section 9.01, written notice

thereof shall be given to the other parties hereto, specifying the provision or provisions hereof pursuant to which such termination shall

have been made, and this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any

party hereto or their respective Subsidiaries or Representatives, except (a) with respect to this Section 9.02, Section 4.19,

Section 5.19, Section 7.03(c), Section 9.03 and Article X, each of which shall survive

any termination of this Agreement and remain in full force and effect and (b) nothing in this Section 9.02 or Section 9.03

shall relieve any party from liability for fraud committed prior to such termination or for any willful material breach prior to such

termination of any of its representations, warranties, covenants or agreements set forth in this Agreement; provided, however,

that the Confidentiality Agreement shall survive any termination of this Agreement.

Section 9.03

Fees and Expenses.

(a)

In the event that:

(i)

AIR terminates this Agreement pursuant to Section 9.01(d)(iii) to accept a Superior Proposal;

(ii)

Tenax terminates this Agreement pursuant to Section 9.01(c)(ii) following a Change in the AIR Recommendation; or

(iii)

(A) (I) either AIR or Tenax terminates this Agreement pursuant to Section 9.01(b)(i) (but only if the AIR Stockholders Meeting

has been held prior to such termination) or Section 9.01(b)(iii) or (II) Tenax terminates this Agreement pursuant to Section 9.01(c)(i),

(B) prior to the termination of this Agreement, a Competing AIR Proposal shall have been publicly announced or shall have become publicly

known and (C) on or prior to the date that is 12 months after the date of such termination, AIR enters into a Competing AIR Transaction

Agreement in respect of such Competing AIR Proposal and the transaction contemplated thereby is consummated,

then AIR shall pay to Tenax a fee equal to $1,250,000

(the “AIR Termination Fee”) by wire transfer of immediately available funds to an account designated by Tenax (x) in

the event of clause (i), upon such termination; (y) in the event of clause (ii), within five Business Days of such termination;

and (z) in the event of clause (iii), within five Business Days of the closing of the Competing AIR Proposal transaction. In no

event shall AIR be required to pay the AIR Termination Fee on more than one occasion.

(b)

In the event that AIR shall terminate this Agreement pursuant to Section 9.01(d)(i) or Section 9.01(d)(ii), or Tenax

shall terminate this Agreement pursuant to Section 9.01(b)(iii) and at such time AIR could have terminated this Agreement pursuant

to Section 9.01(d)(i) or Section 9.01(d)(ii), then Tenax shall pay to AIR a fee equal to $1,250,000 (the “Tenax

Termination Fee”) by wire transfer of immediately available funds to an account designated by AIR within five Business Days

following such termination. In no event shall Tenax be required to pay the Tenax Termination Fee on more than one occasion.

(c)

In the event that either AIR or Tenax terminates this Agreement pursuant to Section 9.01(b)(i) (but only if the AIR Stockholders

Meeting has been held prior to such termination), then, in addition to any other payments that may be required to be made pursuant to

this Section 9.03, AIR shall reimburse Tenax for Tenax’s reasonable and documented out-of-pocket costs and expenses incurred

in connection with the execution of this Agreement and the consummation of the Transactions, up to $500,000, by wire transfer of immediately

available funds to an account designated by Tenax or by transfer of AIR Common Stock of equal value within five Business Days following

such termination.

(d)

In the event that AIR shall terminate this Agreement pursuant to Section 9.01(d)(iv), then, in addition to any other payments

that may be required to be made pursuant to this Section 9.03, Tenax shall reimburse AIR for AIR’s reasonable and documented

out-of-pocket costs and expenses incurred in connection with the execution of this Agreement and the consummation of the Transactions,

up to $500,000, by wire transfer of immediately available funds to an account designated by AIR within five Business Days following such

termination.

(e)

All Expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such Expenses,

whether or not the Merger or any other Transaction is consummated, except Expenses constituting the out-of-pocket cost of (i) filing

fees, printing and mailing of the Registration Statement and the Proxy Statement/Prospectus (excluding, for the avoidance of doubt, the

fees and expenses of AIR’s legal counsel) and (ii) the filing fees for the premerger notification and report forms under the

HSR Act (excluding, for the avoidance of doubt, the fees and expenses of AIR’s legal counsel), which, in each case, shall be paid

by Tenax.

(f) The parties hereto acknowledge and agree that the agreements contained in Section 9.03(a) are an integral part of the

Transactions, and that, without these agreements, the parties hereto would not enter into this Agreement; accordingly, if AIR fails promptly

to pay the AIR Termination Fee, and, in order to obtain such payment, Tenax commences a suit that results in a judgment against AIR for

the AIR Termination Fee, AIR shall pay to Tenax its costs and expenses (including attorneys’ fees and expenses) in connection with

such suit, up to $500,000, together with interest on the amount of the AIR Termination Fee from the date such payment was required to

be made until the date of payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment was

required to be made. Each party further acknowledges that the AIR Termination Fee is not a penalty, but rather is a reasonable amount

that will compensate the receiving party in the circumstances in which such payment is payable for the efforts and resources expended

and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation

of the Transactions contemplated hereby, which amounts would otherwise be impossible to calculate with precision.

(g)

The parties hereto acknowledge and agree that the agreements contained in Section 9.03(b) are an integral part of the

Transactions, and that, without these agreements, the parties hereto would not enter into this Agreement; accordingly, if Tenax fails

promptly to pay the Tenax Termination Fee, and, in order to obtain such payment, AIR commences a suit that results in a judgment against

Tenax for the Tenax Termination Fee, Tenax shall pay to AIR its costs and expenses (including attorneys’ fees and expenses) in connection

with such suit, up to $500,000, together with interest on the amount of the Tenax Termination Fee from the date such payment was required

to be made until the date of payment at the prime rate set forth in The Wall Street Journal in effect on the date such payment

was required to be made. Each party further acknowledges that the Tenax Termination Fee is not a penalty, but rather is a reasonable amount

that will compensate the receiving party in the circumstances in which such payment is payable for the efforts and resources expended

and opportunities forgone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation

of the Transactions contemplated hereby, which amounts would otherwise be impossible to calculate with precision.

(h)

In the event the AIR Termination Fee is required to be paid and is paid to Tenax pursuant to Section 9.03(a), such

payment of the AIR Termination Fee shall constitute liquidated damages and be the sole and exclusive monetary remedy of Tenax and its

Subsidiaries and Tenax’s and its Subsidiaries’ respective current, former or future equityholders, employees, directors, officers,

Affiliates or Representatives (collectively, the “Tenax Related Parties”) against AIR and Merger Sub and their respective

current, former or future equityholders, employees, directors, officers, Affiliates or Representatives (collectively, the “AIR

Related Parties”) for all losses, damages, costs or expenses in respect of this Agreement (or the termination thereof) or the

Transactions (or the failure of such transactions to occur for any reason or for no reason) or any breach (whether willful, intentional,

unilateral or otherwise) of any covenant or agreement or otherwise in respect of this Agreement or any oral representation made or alleged

to be made in connection herewith, and upon payment of the AIR Termination Fee, none of the AIR Related Parties shall have any further

monetary liability or obligation relating to or arising out of this Agreement or the Transactions, and none of Tenax, its Subsidiaries

or any other Tenax Related Party shall seek to recover any other monetary damages.

(i)

In the event the Tenax Termination Fee is required to be paid and is paid to AIR pursuant to Section 9.03(b), such

payment of the Tenax Termination Fee shall constitute liquidated damages and be the sole and exclusive monetary remedy of the AIR Related

Parties against the Tenax Related Parties for all losses, damages, costs or expenses in respect of this Agreement (or the termination

thereof) or the Transactions (or the failure of such transactions to occur for any reason or for no reason) or any breach (whether willful,

intentional, unilateral or otherwise) of any covenant or agreement or otherwise in respect of this Agreement or any oral representation

made or alleged to be made in connection herewith, and upon payment of the Tenax Termination Fee, none of the Tenax Related Parties shall

have any further monetary liability or obligation relating to or arising out of this Agreement or the Transactions, and none of AIR, its

Subsidiaries or any other AIR Related Party shall seek to recover any other monetary damages.

Section 9.04

Amendment. This Agreement may be amended by the parties hereto by action taken by or on behalf of the Tenax Board, the AIR

Board and the Board of Directors of Merger Sub at any time prior to the Effective Time; provided, however, that, after the

AIR Stockholder Approvals have been obtained, no amendment may be made that under applicable Law or in accordance with the rules of any

relevant stock exchange requires further approval by the stockholders of AIR without such approval having been obtained. This Agreement

may not be amended except by an instrument in writing signed by each of the parties hereto.

Section 9.05

Waiver. At any time prior to the Effective Time, any party hereto may (a) extend the time for the performance of any

obligation or other act of any other party hereto, (b) to the extent permitted by applicable Law, waive any breach of or inaccuracy

in the representations and warranties of any other party contained in this Agreement or in any document delivered pursuant hereto and

(c) to the extent permitted by applicable Law, waive compliance with any agreement of any other party or any condition to its own

obligations contained in this Agreement. No extension or waiver by AIR shall require the approval of the stockholders of AIR, unless required

by applicable Law. Notwithstanding the foregoing, no failure or delay by Tenax or AIR or Merger Sub in exercising any right hereunder

shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or future exercise of any other

right hereunder. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party or parties to

be bound thereby.

Section 9.06

Procedure for Termination or Amendment. A termination of this Agreement pursuant to Section 9.01 or an amendment

of this Agreement pursuant to Section 9.04 shall, in order to be effective, require, in the case of Tenax or AIR, action by

the Tenax Board or the AIR Board or, with respect to any amendment of this Agreement pursuant to Section 9.04, the duly authorized

committee of the Tenax Board or the AIR Board to the extent permitted by applicable Law.

Article

GENERAL PROVISIONS

Section 10.01

Non-Survival of Representations, Warranties, Covenants and Agreements. The representations, warranties, covenants and agreements

in this Agreement and in any certificate delivered pursuant hereto shall terminate at the Effective Time, except for those covenants and

agreements contained in this Agreement (including Article II, Article III, Section 7.04, Section 7.05

and this Article X) that by their terms are to be performed in whole or in part after the Effective Time.

Section 10.02

Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall

be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt (or without notice of non-delivery during

normal business hours), (c) upon confirmation of receipt after transmittal by email (to such email address specified below or another

email address or addresses as such Person may subsequently specify by proper notice under this Agreement) and (d) on the next Business

Day when sent by national overnight courier (providing proof of delivery), in each case 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 10.02):

if to Tenax:

Tenax Aerospace Acquisition, LLC

400 West Parkway Place, Suite 201

Ridgeland, Mississippi 39157

Attention:

James Linder

Telephone:

910-797-3280

Email:

jlinder@tenaxaerospace.com

with copies to:

NTC Equity Holdings, LLC

104 Field Point Road

Greenwich, Connecticut 06830

Attention:

Thomas Foley

Telephone:

203-461-0471

Email:

thomasfoley@att.net

and:

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth Avenue

New York, New York 10001

Attention:

Thomas E. Dunn

Matthew L. Ploszek

Telephone:

212-474-1000

Email:

tdunn@cravath.com

mploszek@cravath.com

if to AIR or Merger Sub:

Air Industries Group

1460 Fifth Avenue

Bay Shore, New York 11706

Attention:

Scott Glassman

Telephone:

631-968-5000

Email:

Scott.Glassman@airindustriesgroup.com

with a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Attention:

Vincent J. McGill

Charles Goodwin

Telephone:

212-370-1300

Email:

vmcgill@egsllp.com

CGoodwin@egsllp.com

Section 10.03

Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by virtue

of 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.

Section 10.04

Entire Agreement. This Agreement (including the exhibits and schedules hereto, including the AIR Disclosure

Letter and the Tenax Disclosure Letter), the other Transaction Documents and the Confidentiality Agreement constitute the entire

agreement among the parties with respect to the subject matter hereof and thereof 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 and thereof.

Section 10.05 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of

the parties, in whole or in part (whether pursuant to a merger, by operation of Law or otherwise), without the prior written consent of

the other parties.

Section 10.06

Parties in Interest. This Agreement shall be binding upon, inure solely to the benefit of and be enforceable by

only the parties 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, other than Section 7.05 (which

is intended to be for the benefit of the Persons expressly covered thereby and may be enforced by such Persons).

Section 10.07

Specific Performance. The parties hereto agree that the parties hereto would be irreparably damaged if any provision of

this Agreement was not performed in accordance with its specific terms or was otherwise breached. Accordingly, the parties shall be entitled

to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms of this

Agreement, in addition to any other remedy at law or in equity. The parties further agree that no party to this Agreement shall be required

to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any such legal or equitable

relief, and each party waives any objection to the imposition of such relief or any right it might have to require the obtaining, furnishing

or posting of any such bond or similar instrument.

Section 10.08

Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without

giving effect to any choice or conflict of law provisions or rule (whether of the State of Nevada or any other jurisdiction) that would

cause the application of the laws of any jurisdiction other than the State of Nevada. All Actions arising out of or relating to this Agreement

or the Transactions shall be heard and determined exclusively in the Eighth Judicial District Court of the State of Nevada in Clark County,

Nevada (and, if jurisdiction shall be vested exclusively in the federal courts, the United States District Court for the District of Nevada).

The parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the Eighth Judicial District Court of the State

of Nevada in Clark County, Nevada (and, if jurisdiction shall be vested exclusively in the federal courts, the United States District

Court for the District of Nevada) for the purpose of any Action arising out of or relating to this Agreement or the Transactions brought

by any party hereto; (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 the above-named courts; and (c) agree that such party will not bring any Action arising

out of or relating to this Agreement or the Transactions in any court other than the Eighth Judicial District Court of the State of Nevada

in Clark County, Nevada (and, if jurisdiction shall be vested exclusively in the federal courts, the United States District Court for

the District of Nevada). Service of process, summons, notice or document to any party’s address and in the manner set forth in Section 10.02

shall be effective service of process for any such action.

Section 10.09 Counterparts.

This Agreement may be executed and delivered (including by facsimile transmission or .pdf) in 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.

Section 10.10

WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY

TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY 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 OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT

(A) 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, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS

OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT

AND THE TRANSACTIONS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION 10.10.

IN WITNESS WHEREOF, Tenax, AIR and Merger Sub have

caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

TENAX AEROSPACE ACQUISITION, LLC

/s/ Thomas C. Foley

Name:

Thomas C. Foley

Title:

Chairman

AIR INDUSTRIES GROUP

/s/ Scott Glassman

Name:

Scott Glassman

Title:

Acting CEO and President

TRANSITORY AIR SUB LLC

/s/ Scott Glassman

Name:

Scott Glassman

Title:

President

SCHEDULE A

Key AIR Stockholders

1. Peter D. Rettaliata

2. Michael N. Taglich

3. Robert F. Taglich

4. David Buonanno

5. Michael Brand

6. Michael Porcelain

7. Luciano Melluzzo

8. Scott Glassman

EXHIBIT A

Form of AIR

Stockholder Support Agreement

[See attached]

EXHIBIT A

AIR STOCKHOLDER SUPPORT AGREEMENT

AIR STOCKHOLDER SUPPORT AGREEMENT (hereinafter

referred to as this “Agreement”), dated as of February 16, 2026, among Tenax Aerospace Acquisition, LLC, a Delaware

limited liability company (“Tenax”) and each of the undersigned stockholders (the “Supporting Stockholders”)

of Air Industries Group, a Nevada corporation ( “AIR”), set forth on Schedule 1(b) hereto.

WHEREAS, Tenax, AIR and Transitory Air Sub LLC,

a Delaware limited liability company and wholly owned subsidiary of AIR, have entered into an Agreement and Plan of Merger dated as of

February 16, 2026 (as it may be amended from time to time, the “Merger Agreement”), which provides for, among other

things, the merger of Merger Sub with and into Tenax, with Tenax continuing as the surviving limited liability company in the merger (the

“Merger”);

WHEREAS, each Supporting Stockholder Beneficially

Owns (as defined below) and is entitled to vote (or direct the voting of) the number of shares of AIR Stock set forth opposite such Supporting

Stockholder’s name on Schedule 1(b) attached hereto; and

WHEREAS, Tenax desires that the Supporting Stockholders

agree, and the Supporting Stockholders are willing to agree, on the terms and subject to the conditions set forth herein, (a) to not Transfer

(as defined below) the Covered Shares (as defined below) and (b) to vote or consent with respect to all of the Covered Shares in a manner

so as to facilitate the consummation of the Merger and the other Transactions.

NOW, THEREFORE, in consideration of the premises,

and of the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties

hereto agree as follows:

1. Certain

Definitions. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

(a) “Beneficially

Own” means, with respect to any securities, (i) having “beneficial ownership” of such securities for purposes of

Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation) or (ii) having the right to become the Beneficial

Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions)

pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants

or options, or otherwise.

(b) “Covered

Shares” means, with respect to any Supporting Stockholder, (i) all shares of AIR Stock set forth opposite such Supporting Stockholder’s

name on Schedule 1(b) attached hereto and (ii) all shares of AIR Stock that such Supporting Stockholder comes to Beneficially Own

during the period from the date of this Agreement through the Expiration Date, together with any voting securities or instruments of AIR,

or other securities or interests exercisable for or convertible into shares of AIR Stock or voting securities or instruments of AIR, that

such Supporting Stockholder comes to Beneficially Own during the period from the date of this Agreement through the Expiration Date (including

by way of bonus issue, share dividend or distribution, subdivision, reclassification, recapitalization, consolidation, exchange, readjustment

or other similar transaction or other change in the capital structure of AIR).

Date” means the earlier to occur of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance

with its terms.

(d) “Transfer”

means, with respect to any Supporting Stockholder, that such Supporting Stockholder directly or indirectly (i) sells, pledges, subjects

to any Encumbrance, exchanges, assigns, grants an option with respect to, transfers, tenders or otherwise disposes of a Covered Share

of such Supporting Stockholder or any direct or indirect interest in such Covered Share (including by gift, merger or operation of law),

whether voluntary or involuntary, or (ii) enters into an agreement, arrangement or commitment providing for the sale of, pledge of, Encumbrance

of, exchange of, assignment of, grant of an option or right of first offer or refusal with respect to, Transfer, tender of or other disposition

of such Covered Share or any direct or indirect interest therein (including the right or power to vote any Covered Share) (including by

gift, merger or operation of law).

2. Agreement

Not to Transfer or Encumber. Each Supporting Stockholder hereby agrees that, from the date hereof until the Expiration Date, it shall

not Transfer any Covered Shares or Beneficial Ownership thereof, cause or permit the conversion of any Covered Shares or, directly or

indirectly, deposit any Covered Shares into a voting trust or enter into any tender, voting or other agreement or arrangement with any

Person with respect to any Covered Shares or grant a proxy or power of attorney with respect thereto (other than pursuant to this Agreement)

or give instructions with respect to the voting of the Covered Shares in any manner that is inconsistent with this Agreement or otherwise

take any other action with respect to the Covered Shares that would in any way restrict, limit or interfere with the performance by the

Supporting Stockholders of their obligations hereunder or the transactions contemplated hereby.

3. Agreement

to Consent and Approve.

(a) Each

Supporting Stockholder hereby irrevocably and unconditionally agrees that, from the date hereof until the Expiration Date, it shall vote

or cause to be voted (including by written consent) all of such Supporting Stockholder’s Covered Shares in favor of the approval

of the AIR Charter Amendment and the AIR Stock Issuance and against (i) any Competing AIR Proposal; (ii) any amendment of the

organizational documents of AIR, which amendment would in any manner impede, interfere with, delay, postpone, adversely affect or prevent

the consummation of the Transactions, including the Merger, or change in any manner the voting rights of AIR Stock; or (iii) any other

action, agreement or transaction involving AIR that is intended, or would reasonably be expected, to impede, interfere with, delay, postpone,

adversely affect or prevent the consummation of the Transactions, including the Merger.

(b) Each

Supporting Stockholder agrees that, from the date hereof until the Expiration Date, in the event that a meeting of the stockholders of

AIR is held regarding the Merger Agreement, the Transactions, the AIR Charter Amendment, the AIR Stock Issuance or any of the matters

referred to in Section 3(a), it shall, or shall cause the holder of record of any of the Covered Shares of such Supporting Stockholder

on any applicable record date to, be present in person or represented by proxy at such meeting or otherwise cause all Covered Shares of

such Supporting Stockholder to be counted as present thereat for purposes of establishing a quorum, and shall vote all of such Supporting

Stockholder’s Covered Shares at such meeting in accordance with Section 3(a).

to the Expiration Date, no Supporting Stockholder shall call, seek to call or request the call of any meeting of the stockholders of AIR

with respect to any matter relating to the Merger or any other Transaction, or take any action by written consent other than as expressly

contemplated by Section 3(a), whether pursuant to the NRS, the organizational documents of AIR or otherwise.

4. Voided

Acts. Each Supporting Stockholder agrees that any (a) Transfer (or purported Transfer) in breach of this Agreement or (b) attempt

by any Supporting Stockholder to vote, or express consent or dissent with respect to (or otherwise to utilize the voting power of), its

Covered Shares in contravention of this Agreement shall be null and void ab initio.

5. Agreement

Not to Solicit. Each Supporting Stockholder agrees that it shall not, and shall cause each of such Supporting Stockholder’s

controlled Affiliates not to, and shall instruct and use such Supporting Stockholder’s reasonable best efforts to cause such Supporting

Stockholder’s and such Supporting Stockholder’s controlled Affiliates’ Representatives not to, directly or indirectly,

(a) solicit, initiate, seek or take any other action to facilitate or encourage the making, submission or announcement of any proposal

that constitutes, or would be reasonably be expected to lead to, any Competing AIR Proposal, (b) enter into, maintain, continue or

participate in any discussions or negotiations with any Person or entity in furtherance of, or furnish to any Person any information or

otherwise cooperate in any way with respect to, any Competing AIR Proposal, (c) agree to, approve, endorse, recommend or consummate

any Competing AIR Proposal, (d) enter into, or propose to enter into, any Competing AIR Transaction Agreement or (e) resolve,

propose or agree, or authorize or permit any Representative to do any of the foregoing. Each Supporting Stockholder shall, and each Supporting

Stockholder shall cause such Supporting Stockholder’s controlled Affiliates and use such Supporting Stockholder’s reasonable

best efforts to cause such Supporting Stockholder’s Representatives to, immediately cease and cause to be terminated any discussions

and negotiations with any Person conducted heretofore with respect to any Competing AIR Proposal or proposal that would reasonably be

expected to lead to a Competing AIR Proposal.

6. Commencement

or Participation in Actions. Each Supporting Stockholder hereby agrees not to commence or join in, and to take all reasonable actions

necessary to opt out of, any Action against AIR and/or its directors and officers with respect to any litigation relating to the Merger

Agreement and the Transactions, including any claim (a) challenging the validity of, or seeking to enjoin the operation of, any provision

of this Agreement or the Merger Agreement in connection with the Transactions or (b) alleging a breach of any fiduciary duty of the

AIR Board or its members or any stockholder of AIR in connection with the Merger Agreement, the Transactions or the transactions contemplated

hereby.

7. Agreement

Not to Tender. Each Supporting Stockholder hereby agrees that it shall not, without the prior written consent of Tenax, directly or

indirectly, tender any shares of AIR Stock Beneficially Owned by such Supporting Stockholder into the Tender Offer, in any manner, or

enter into any agreement, arrangement or understanding that results in such shares being tendered into the Tender Offer. Any attempt to

tender any such shares into the Tender Offer shall be subject to the provisions of Section 15.

8. Directors

and Officers. Each Supporting Stockholder is entering into this Agreement solely in its capacity as a Beneficial Owner of Covered

Shares, and in this regard, such Supporting Stockholder shall not be deemed to make any agreement or understanding in this Agreement in

such Supporting Stockholder’s capacity as a director or officer of AIR, including with respect to Section 7.02 of the Merger

Agreement. The parties acknowledge and agree that nothing in this Agreement shall (a) restrict in any respect any actions taken by a Supporting

Stockholder or its designee who is a director or officer of AIR solely in his or her capacity as a director or officer of AIR or (b) be

construed to prohibit, limit or restrict the Supporting Stockholder or its designee from exercising its fiduciary duties as a director

or officer of AIR.

9. Irrevocable

Proxy.

(a)

(a) Each

Supporting Stockholder hereby irrevocably grants to, and appoints, Tenax, and any individual designated in writing by Tenax, and each

of them individually, as such Supporting Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in

the name, place and stead of such Supporting Stockholder, to vote such Supporting Stockholder’s Covered Shares, or execute a written

consent or grant approval in respect of such Covered Shares, in a manner consistent with this Agreement from the date hereof until the

Expiration Date; provided, however, for the avoidance of doubt, that such proxy and voting and related rights are limited

to those matters set forth in clauses (a) and (b) of Section 3, and each Supporting Stockholder shall retain at all times the right

to vote such Supporting Stockholder’s Covered Shares (or to direct how such Covered Shares shall be voted) in such Supporting Stockholder’s

sole discretion and without any other limitation on any matters not connected with the Transactions. Each Supporting Stockholder understands

and acknowledges that Tenax has entered into the Merger Agreement in reliance upon such Supporting Stockholder’s execution and delivery

of this Agreement. Each Supporting Stockholder hereby affirms that the irrevocable proxy set forth in this Section 9(a) is given

to secure the performance of the duties of such Supporting Stockholder under this Agreement. Each Supporting Stockholder hereby further

affirms that the irrevocable proxy is coupled with an interest sufficient in law and such irrevocable proxy is executed and intended to

be irrevocable in accordance with applicable Law and AIR’s bylaws until, and shall not be terminated by operation of Law or upon

the occurrence of any other event other than, the termination of this Agreement pursuant to Section 16. Each Supporting Stockholder

shall, upon written request by Tenax, as promptly as practicable, execute and deliver to Tenax a separate written instrument or proxy

that embodies the terms of this irrevocable proxy set forth in this Section 9(a). Each Supporting Stockholder agrees not to grant

any proxy that conflicts with or is inconsistent with the proxy granted to Tenax in this Agreement.

(b) Each

Supporting Stockholder hereby revokes (or agrees to cause to be revoked) any proxies that such Supporting Stockholder has heretofore granted

with respect to the Covered Securities Beneficially Owned by such Supporting Stockholder.

10. Additional

Shares. Each Supporting Stockholder hereby agrees that in the event such Supporting Stockholder acquires or receives, directly or

indirectly, any shares of AIR Stock or other securities or interests entitled to vote or securities or interests exercisable for or convertible

into shares of AIR Stock or other securities or interests entitled to vote after the execution of this Agreement, such Supporting Stockholder

shall promptly deliver to Tenax a written notice in accordance with Section 19(d) indicating the number of such shares of AIR Stock, securities

or interests.

11. Representations

and Warranties of Tenax. Tenax hereby represents and warrants as follows:

(a) Organization

and Qualification. Tenax is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction

of its incorporation.

(b) Authority;

Binding Agreement. (i) Tenax has all requisite power and authority to execute and deliver this Agreement, to perform its obligations

hereunder and to consummate the transactions contemplated hereby and (ii) the execution and delivery by Tenax of this Agreement and the

performance of Tenax’s obligations and the consummation of the transactions contemplated hereby by Tenax have been duly authorized

by all necessary action, and no other actions on the part of Tenax (or its board of managers or members) are necessary to authorize or

adopt this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered

by Tenax and, assuming this Agreement constitutes a valid and binding obligation of the Supporting Stockholders, constitutes a valid and

binding obligation of Tenax, enforceable against Tenax in accordance with its terms, subject to the effect of any applicable bankruptcy,

insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’

rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or

in equity).

Conflicts. None of the execution and delivery by Tenax of this Agreement, the performance by Tenax of its obligations hereunder

or the consummation by Tenax of the transactions contemplated hereby does or would reasonably be expected to conflict with or result in

a violation or breach of (i) Tenax’s certificate of formation or limited liability company agreement, (ii) any other contract

to which Tenax is a party or by which Tenax may be bound, except for violations, breaches or defaults that, individually or in the aggregate,

would not reasonably be expected to in any material respect impair or adversely affect the ability of Tenax to perform its obligations

under this Agreement, or (iii) any Law applicable to Tenax.

(d) No

Litigation. There are no Actions pending or, to the knowledge of Tenax, threatened against Tenax, or any Order to which Tenax is subject,

except, in each case, for those that, individually or in the aggregate, would not reasonably be expected to prevent or materially and

adversely impair or otherwise affect the ability of Tenax to fully perform its obligations under this Agreement.

12. Representations

and Warranties of the Supporting Stockholders. Each Supporting Stockholder (severally and not jointly) hereby represents and warrants

as follows:

(a) Organization

and Qualification. If such Supporting Stockholder is not an individual, such Supporting Stockholder is a legal entity duly formed

or organized (as applicable), validly existing and in good standing under the Laws of the jurisdiction in which it is formed or organized,

as applicable.

(b) Authority;

Binding Agreement. If such Supporting Stockholder is an individual, he or she has full legal capacity, right and authority

to execute and deliver this Agreement and to perform his or her obligations hereunder and consummate the transactions contemplated hereby.

If such Supporting Stockholder is not an individual, (i) such Supporting Stockholder has all requisite power and authority to execute

and deliver this Agreement, to perform such Supporting Stockholder’s obligations hereunder and to consummate the transactions contemplated

hereby and (ii) the execution and delivery by such Supporting Stockholder of this Agreement and the performance of such Supporting Stockholder’s

obligations and the consummation of the transactions contemplated hereby by such Supporting Stockholder have been duly authorized by all

necessary action, and no other actions on the part of such Supporting Stockholder (or its governing body, board of directors, members,

partners, stockholders or trustees, as applicable) are necessary to authorize or adopt this Agreement or to consummate the transactions

contemplated by this Agreement. This Agreement has been duly executed and delivered by such Supporting Stockholder and, assuming this

Agreement constitutes a valid and binding obligation of Tenax, constitutes a valid and binding obligation of such Supporting Stockholder,

enforceable against such Supporting Stockholder in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency

(including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally

and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Conflicts. None of the execution and delivery by such Supporting Stockholder of this Agreement, the performance by such Supporting

Stockholder of such Supporting Stockholder’s obligations hereunder or the consummation by such Supporting Stockholder of the transactions

contemplated hereby does or would reasonably be expected to conflict with or result in a violation or breach of, or default under, (i)

if such Supporting Stockholder is not an individual, such Supporting Stockholder’s articles or certificate of formation, incorporation

or organization, operating agreement, bylaws or comparable organizational documents, as applicable, each in its currently effective form

as amended from time to time, (ii) any other contract to which such Supporting Stockholder is a party or by which such Supporting Stockholder

may be bound, including any voting agreement or voting trust, except for violations, breaches or defaults that, individually or in the

aggregate, would not reasonably be expected to (x) in any material respect impair or adversely affect the ability of such Supporting Stockholder

to perform such Supporting Stockholder’s obligations under this Agreement on a timely basis or (y) prevent or materially delay or

adversely affect the consummation of the Transactions or (iii) any Law applicable to such Supporting Stockholder. The execution, delivery

and performance by such Supporting Stockholder of this Agreement, and the consummation by such Supporting Stockholder of the transactions

contemplated hereby, require no consent or action by or in respect of, or filing with, any Governmental Authority.

(d) Ownership

of Shares. Such Supporting Stockholder (i) is the lawful record and Beneficial Owner of the shares of AIR Stock set forth opposite

such Supporting Stockholder’s name on Schedule 1(b) attached hereto and has, and at all times prior to the Expiration Date

will have, the sole power to vote (or cause to be voted) or Transfer, or demand or waive any dissenter’s or appraisal rights with

respect to, such shares of AIR Stock, all of which are free and clear of, and not subject to, any Encumbrances, adverse claims, proxies,

powers of attorney, voting trusts or agreements, understandings or other agreements, or any other rights or Encumbrances whatsoever (other

than those (A) created by this Agreement or (B) applicable to such Supporting Stockholder’s Covered Shares that may exist pursuant

to securities Laws) and (ii) as of the date hereof, does not Beneficially Own or have the right to vote (or cause the voting of) any shares

of any class of AIR Stock or other securities of AIR or any interest therein or any voting rights with respect to any securities of AIR

other than the shares of AIR Stock set forth opposite such Supporting Stockholder’s name on Schedule 1(b) attached hereto.

(e) Related

Party Agreements. Set forth opposite such Supporting Stockholder’s name on Schedule 12(e) hereto is a list of all Contracts

or arrangements between (i) AIR or any of its Subsidiaries, on the one hand, and (ii) such Supporting Stockholder or any of its Affiliates,

on the other hand. Such Supporting Stockholder has no material interest in any property used in the conduct of the business of AIR or

any of its Subsidiaries, or any material claim or right against AIR or any of its Subsidiaries, or any direct or indirect material interest

in any transaction with AIR or any of its Subsidiaries.

(f) No

Litigation. As of the date hereof, there are no Actions pending or, to the knowledge of such Supporting Stockholder, threatened against

such Supporting Stockholder, or any Order to which such Supporting Stockholder is subject, except, in each case, for those that, individually

or in the aggregate, would not reasonably be expected to prevent or impair or otherwise adversely affect (i) the ability of such

Supporting Stockholder to fully perform such Supporting Stockholder’s obligations under this Agreement on a timely basis or (ii)

prevent or materially delay or adversely affect the consummation of the Transactions.

(g) No

Finder’s Fees. No broker, investment banker, financial advisor, finder, agent or other Person is entitled to any broker’s,

finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement based upon arrangements

made by or on behalf of such Supporting Stockholder in his, her or its capacity as a stockholder of AIR.

13. Disclosure

and Communications.

(a) Each

Supporting Stockholder hereby consents to and authorizes the publication and disclosure of such Supporting Stockholder’s identity

and ownership, this Agreement and the nature of such Supporting Stockholder’s commitments, arrangements and understandings pursuant

to this Agreement and such other information pertinent to such disclosure, including the filing of this Agreement, by Tenax and AIR in

the Proxy Statement or other disclosure document required by applicable Law to be filed with the SEC or other Governmental Authority in

connection with this Agreement, the Merger Agreement or the Transactions, and agrees to reasonably cooperate with Tenax in connection

with such filings.

(b) The

Supporting Stockholders shall not issue or make any press release or public announcement related to this Agreement, the Merger Agreement

or the Transactions, or any other announcement or communication to the employees, customers or suppliers of AIR or any of its Subsidiaries,

in each case without the approval of Tenax, unless required by applicable Law in the reasonable opinion of counsel, in which case Tenax

will have the right to review such press release, announcement or communication prior to issuance, distribution or publication.

14. Further

Assurances. Subject to the terms and conditions of this Agreement, upon request of Tenax, each Supporting Stockholder shall execute

and deliver such additional documents and take all such further action as may be reasonably necessary or appropriate to fulfill such Supporting

Stockholder’s obligations under this Agreement and consummate the transactions contemplated by this Agreement and the Merger Agreement.

15. Stop

Transfer Instructions. Each Supporting Stockholder shall not request that AIR register the Transfer (book-entry or otherwise) of any

certificated or uncertificated interest representing any of such Supporting Stockholder’s Covered Shares, unless such Transfer is

made in compliance with this Agreement. Each Supporting Stockholder hereby authorizes Tenax to direct AIR to impose stop orders to prevent

the Transfer of any Covered Shares on the books of AIR in violation of this Agreement.

16. Termination.

This Agreement, and all rights and obligations of the parties hereunder, shall terminate and shall have no further force or effect upon

the termination of the Merger Agreement in accordance with its terms; provided, however, that (i) this Section 16 and Sections

1, 13 and 19 shall survive any termination of the Agreement and (ii) Sections 2, 3, 4, 5, 9, 10 and 15 shall terminate and shall have

no further force or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 16 or elsewhere

in this Agreement shall relieve either party hereto from liability, or otherwise limit the liability of a Supporting Stockholder, for

any breach of this Agreement prior to such termination.

17. Transaction

Documents. Each Supporting Stockholder acknowledges that the Merger Agreement and the other Transaction Documents may be amended in

accordance with the terms and conditions set forth in the Merger Agreement and the other Transaction Documents. Each Supporting Stockholder

acknowledges, agrees and consents to all such changes to the Merger Agreement and the other Transaction Documents (and hereby irrevocably

waives any notice with respect to the existence or terms of any and all such changes) so long as they are duly authorized and made in

accordance with the terms and conditions set forth in the Merger Agreement and the other Transaction Documents.

18. Waiver.

Each Supporting Stockholder, as to itself and all of such Supporting Stockholder’s Covered Shares, hereby irrevocably waives any

and all notice, information and consent requirements, as well as any right of first refusal, right of first offer, right of first negotiation,

right restricting share transfers, redemption right, co-sale right, registration right, preemptive right and other similar rights, and

any and all dissenter’s or appraisal rights (whether under the NRS or otherwise), that may be applicable to, or triggered by, the

Transactions, including the Merger, the Merger Agreement, the other Transaction Documents and any of the transactions contemplated thereby

that are contained in AIR’s organizational documents or any contractual obligation between AIR and such Supporting Stockholder,

or under applicable Law.

19. Miscellaneous

and General.

(a) Amendments;

Waivers, Etc. This Agreement may not be amended, changed, supplemented or otherwise modified with respect to any Supporting Stockholder,

except upon the execution and delivery of a written agreement executed by each of Tenax and such Supporting Stockholder. Any agreement

on the part of any party to any waiver or any extension of time for performance shall be valid only if set forth in an instrument in writing

signed on behalf of such party. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as

a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any

other right, power or privilege. Except as otherwise herein provided, the rights and remedies herein provided shall be cumulative and

not exclusive of any rights or remedies provided by applicable Law or equity, and the exercise by a party of any one remedy will not preclude

the exercise of any other remedy.

(b) Counterparts.

This Agreement may be executed and delivered (including by facsimile transmission or .pdf) in 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.

Law; Waiver of Jury Trial.

(i) This

Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, without giving effect to any choice

or conflict of law provisions or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the

laws of any jurisdiction other than the State of Nevada. All Actions arising out of or relating to this Agreement or the transactions

contemplated hereby shall be heard and determined exclusively in the Eighth Judicial District Court of the State of Nevada in Clark County,

Nevada (and, if jurisdiction shall be vested exclusively in the federal courts, the United States District Court for the District of Nevada).

The parties hereto hereby (A) irrevocably submit to the exclusive jurisdiction of the Eighth Judicial District Court of the State

of Nevada in Clark County, Nevada (and, if jurisdiction shall be vested exclusively in the federal courts, the United States District

Court for the District of Nevada) for the purpose of any Action arising out of or relating to this Agreement or the transactions contemplated

hereby brought by any party hereto; (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 contemplated hereby may not be enforced in or by the above-named courts; and (C) agree that

such party will not bring any Action arising out of or relating to this Agreement or the transactions contemplated hereby in any court

other than the Eighth Judicial District Court of the State of Nevada in Clark County, Nevada (and, if jurisdiction shall be vested exclusively

in the federal courts, the United States District Court for the District of Nevada). Service of process, summons, notice or document to

any party’s address and in the manner set forth in Section 19(d) shall be effective service of process for any such action.

(ii) EACH

PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT

ISSUES, AND, THEREFORE, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY 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 OR RELATING TO THIS

AGREEMENT OR THE TRANSACTIONS contemplated hereby. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) 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, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH

PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS contemplated

hereby BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS IN THIS SECTION 19(c)(ii).

(d) Notices.

All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed to have been

duly given (i) when delivered in person, (ii) upon confirmation of receipt (or without notice of non-delivery during normal business hours),

(iii) upon confirmation of receipt after transmittal by email (to such email address specified below or another email address or addresses

as such Person may subsequently specify by proper notice under this Agreement) and (iv) on the next Business Day when sent by national

overnight courier (providing proof of delivery), in each case 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 19(d):

if to Tenax:

Tenax Aerospace Acquisition, LLC

400 West Parkway Place, Suite 201

Ridgeland, Mississippi 39157

Attention: James Linder

Telephone: 910-797-3280

Email: jlinder@tenaxaerospace.com

with copies to (which shall not constitute

notice):

NTC Equity Holdings, LLC

104 Field Point Road

Greenwich, Connecticut 06830

Attention: Thomas Foley

Telephone: 203-461-0471

Email: thomasfoley@att.net

and:

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth Avenue

New York, New York 10001

Attention: Thomas E. Dunn

Matthew L. Ploszek

Telephone: 212-474-1000

Email: tdunn@cravath.com

mploszek@cravath.com

if to a Supporting Stockholder, to such Supporting Stockholder

at the address corresponding to such Supporting Stockholder’s name on Schedule 1(b).

Notice may be given to such other persons or addresses

as may be designated in writing by the party to receive such notice as provided above.

(e) Entire

Agreement. This Agreement (including the schedules hereto) constitutes the entire agreement among the parties with respect

to the subject matter hereof and thereof 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 and thereof.

(f) Parties

in Interest; No Third Party Beneficiaries. This Agreement shall be binding upon, inure solely to the benefit of and be enforceable

by only the parties 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.

(g) Severability.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by virtue of 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 contemplated hereby 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 contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(h) Interpretation.

(i) Whenever

the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to

be followed by the words “without limitation”. The definitions contained in this Agreement are applicable to the singular

as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. When reference

is made to a Section or Schedule, such reference is to a Section of, or Schedule to, this Agreement unless otherwise indicated. The descriptive

headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation

of this Agreement. All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document

made or delivered pursuant hereto, unless otherwise defined therein. The words “hereof”, “herein” and “hereunder”

and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this

Agreement. The word “or” is not exclusive (i.e., it means “and/or”). Any Contract, instrument or Law defined

or referred to herein or in any Contract or instrument that is referred to herein means such Contract, instrument or Law as from time

to time amended, modified or supplemented, including (in the case of Contracts or instruments) by waiver or consent and (in the case of

Laws) by succession of comparable successor Laws and references to all attachments thereto and instruments incorporated therein. References

to a Person are also to its permitted successors and assigns.

(ii) Each

of the parties has participated in the drafting and negotiation of this Agreement. If an ambiguity or question of intent or interpretation

arises, this Agreement must be construed as if it is drafted by all the parties, and no presumption or burden of proof shall arise favoring

or disfavoring any party by virtue of authorship of any of the provisions of this Agreement.

(i) Assignment.

Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties, in whole or

in part (whether pursuant to a merger, by operation of Law or otherwise), without the prior written consent of the other parties.

(j) Expenses.

All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense, whether or

not the transactions contemplated by this Agreement or the Merger Agreement are consummated.

(k) Specific

Performance. The parties hereto agree that the parties hereto would be irreparably damaged if any provision of this Agreement

was not performed in accordance with its specific terms or was otherwise breached. Accordingly, Tenax shall be entitled to an injunction

or injunctions to prevent breaches of this Agreement and to enforce specifically the performance of the terms of this Agreement, in addition

to any other remedy at law or in equity. The parties further agree that Tenax shall not be required to obtain, furnish or post any bond

or similar instrument in connection with or as a condition to obtaining any such legal or equitable relief, and each Supporting Stockholder

waives any objection to the imposition of such relief or any right it might have to require the obtaining, furnishing or posting of any

such bond or similar instrument.

IN WITNESS WHEREOF, the undersigned have executed

and caused to be effective this Agreement as of the date first written above.

Tenax Aerospace Acquisition, LLC

By:

Name:

Title:

IN WITNESS WHEREOF, the undersigned have executed and caused

to be effective this Agreement as of the date first written above.

[Supporting Stockholder]

By:

Name:

Title:

Schedule 1(b)

Supporting

Stockholder

AIR

Common

Stock

AIR

Preferred

Stock

AIR RSU

Awards

AIR Stock

Options

Ownership

Percentage

(Fully

Diluted)

Voting

Percentage

Schedule 13(e)

Supporting Stockholder

Related Party Agreement(s)

EXHIBIT B

Form of Tenax

Member Support Agreement

[See attached]

EXHIBIT B

TENAX MEMBER SUPPORT AGREEMENT

TENAX MEMBER SUPPORT AGREEMENT (hereinafter referred

to as this “Agreement”), dated as of July 2, 2026, among Tenax Aerospace Acquisition, LLC, a Delaware limited liability

company (“Tenax”), Air Industries Group, a Nevada corporation (“AIR”), and each of the undersigned

members (the “Consenting Members”) of Tenax, set forth on Schedule 1(b) hereto.

WHEREAS, Tenax, AIR and Transitory Air Sub LLC,

a Delaware limited liability company and wholly owned subsidiary of AIR, have entered into an Amended and Restated Agreement and Plan

of Merger dated as of July 2, 2026 (as it may be further amended, restated or otherwise modified from time to time, the “Merger

Agreement”), which provides for, among other things, the merger of Merger Sub with and into Tenax, with Tenax continuing as

the surviving limited liability company in the merger (the “Merger”);

WHEREAS, each Consenting Member Beneficially Owns

(as defined below) and is entitled to vote (or direct the voting of) the number of Tenax Units set forth opposite such Consenting Member’s

name on Schedule 1(b) attached hereto; and

WHEREAS, AIR desires that the Consenting Members

agree, and the Consenting Members are willing to agree, on the terms and subject to the conditions set forth herein, (a) to not Transfer

(as defined below) the Covered Units (as defined below) and (b) to vote or consent with respect to all of the Covered Units in a manner

so as to facilitate the consummation of the Merger and the other Transactions.

NOW, THEREFORE, in consideration of the premises,

and of the representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties

hereto agree as follows:

1. Certain

Definitions. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

For all purposes of and under this Agreement, the following terms shall have the following respective meanings:

(a) “Beneficially

Own” means, with respect to any securities, (i) having “beneficial ownership” of such securities for purposes of

Rule 13d-3 or 13d-5 under the Exchange Act (or any successor statute or regulation) or (ii) having the right to become the Beneficial

Owner of such securities (whether such right is exercisable immediately or only after the passage of time or the occurrence of conditions)

pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, rights, warrants

or options, or otherwise.

(b) “Covered

Units” means, with respect to any Consenting Member, (i) all Tenax Units set forth opposite such Consenting Member’s name

on Schedule 1(b) attached hereto and (ii) all Tenax Units that such Consenting Member comes to Beneficially Own during the period

from the date of this Agreement through the Expiration Date, together with any voting securities or instruments of Tenax, or other securities

or interests exercisable for or convertible into Tenax Units or voting securities or instruments of Tenax, that such Consenting Member

comes to Beneficially Own during the period from the date of this Agreement through the Expiration Date (including by way of bonus issue,

share dividend or distribution, subdivision, reclassification, recapitalization, consolidation, exchange, readjustment or other similar

transaction or other change in the capital structure of Tenax).

Date” means the earlier to occur of (i) the Effective Time and (ii) the termination of the Merger Agreement in accordance

with its terms.

(d) “Permitted

Transferee” means, with respect to a Consenting Member, an Affiliate of such Consenting Member or (direct or indirect) partners,

limited liability company members, stockholders or other equity holders of such Consenting Member.

(e) “Transfer”

means, with respect to any Consenting Member, that such Consenting Member directly or indirectly (i) sells, pledges, subjects to any Encumbrance,

exchanges, assigns, grants an option with respect to, transfers, tenders or otherwise disposes of a Covered Unit of such Consenting Member

or any direct or indirect interest in such Covered Unit (including by gift, merger or operation of law), whether voluntary or involuntary,

or (ii) enters into an agreement, arrangement or commitment providing for the sale of, pledge of, Encumbrance of, exchange of, assignment

of, grant of an option or right of first offer or refusal with respect to, Transfer, tender of or other disposition of such Covered Unit

or any direct or indirect interest therein (including the right or power to vote any Covered Unit) (including by gift, merger or operation

of law).

2. Agreement

Not to Transfer or Encumber. Each Consenting Member hereby agrees that, from the date hereof until the Expiration Date, it shall not

Transfer any Covered Units or Beneficial Ownership thereof other than Transfers to Permitted Transferees, cause or permit the conversion

of any Covered Units or, directly or indirectly, deposit any Covered Units into a voting trust or enter into any tender, voting or other

agreement or arrangement with any Person with respect to any Covered Units or grant a proxy or power of attorney with respect thereto

(other than pursuant to this Agreement) or give instructions with respect to the voting of the Covered Units in any manner that is inconsistent

with this Agreement or otherwise take any other action with respect to the Covered Units that would in any way restrict, limit or interfere

with the performance by the Consenting Members of their obligations hereunder or the transactions contemplated hereby. No Transfer of

Covered Units to a Permitted Transferee pursuant to this Section 2 shall be effective until such time as such Permitted Transferee has

executed and delivered to AIR, as a condition precedent to such Transfer, a joinder to this Agreement.

3. Consent.

(a) Each

Consenting Member, acting without a meeting in accordance with Section 404 of the DLLCA hereby irrevocably: (i) acknowledges receipt of,

and a reasonable opportunity to review, the Merger Agreement, including the exhibits and schedules thereto; (ii) acknowledges and agrees

that this Agreement and all shares of AIR Common Stock payable to the Tenax Member as Merger Consideration (including in accordance with

the Tenax Closing Capitalization Schedule) and the other Transactions are subject to, and governed by, the terms and conditions of the

Transaction Documents, this Agreement and the documents and instruments related thereto and hereto (including the Tenax Closing Capitalization

Schedule); (iii) consents, approves, agrees to and adopts, in all respects, the Merger and the terms and provisions of the Transaction

Documents, including the Merger Agreement, and the Transactions (including the distribution to the Tenax Member of the Merger Consideration

in accordance with the Tenax Closing Capitalization Schedule) in accordance with the applicable provisions of the DLLCA and the limited

liability company agreement of Tenax; (iv) adopts, approves, confirms and ratifies all actions of the Tenax Board, officers and other

authorized Representatives of Tenax taken in connection with the negotiation, execution and performance of the Transaction Documents and

the Transactions; and (v) agrees that it shall not revoke, rescind or otherwise modify its written consent under this Agreement.

(b) Each

Consenting Member agrees that (i) AIR and its Representatives, including the Transfer Agent, shall be entitled to conclusively rely on

the amounts and calculations set forth in the Tenax Closing Capitalization Schedule and (ii) the payment of the applicable portion of

the Merger Consideration pursuant to the Tenax Closing Capitalization Schedule delivered thereunder (including any adjustments thereto

contemplated by the Merger Agreement) represents full and final payment in respect of the Tenax Units Beneficially Owned by such Consenting

Member.

4. Voided

Acts. Any (a) Transfer (or purported Transfer) in breach of this Agreement or (b) attempt by any Consenting Member to vote, or express

consent or dissent with respect to (or otherwise to utilize the voting power of), its Covered Units in contravention of this Agreement

shall be null and void ab initio.

5. Agreement

Not to Solicit. Each Consenting Member agrees that it shall not, and shall cause each of such Consenting Member’s controlled

Affiliates not to, and shall instruct and use such Consenting Member’s reasonable best efforts to cause such Consenting Member’s

and such Consenting Member’s controlled Affiliates’ Representatives not to, directly or indirectly, (a) solicit, initiate,

seek or take any other action to facilitate or encourage the making, submission or announcement of any proposal that constitutes, or would

be reasonably be expected to lead to, any Competing Tenax Proposal, (b) enter into, maintain, continue or participate in any discussions

or negotiations with any Person or entity in furtherance of, or furnish to any Person any information or otherwise cooperate in any way

with respect to, any Competing Tenax Proposal, (c) agree to, approve, endorse, recommend or consummate any Competing Tenax Proposal,

(d) enter into, or propose to enter into, any Competing Tenax Transaction Agreement or (e) resolve, propose or agree, or authorize

or permit any Representative to do any of the foregoing. Each Consenting Member shall, and each Consenting Member shall cause such Consenting

Member’s controlled Affiliates and use such Consenting Member’s reasonable best efforts to cause such Consenting Member’s

Representatives to, immediately cease and cause to be terminated any discussions and negotiations with any Person conducted heretofore

with respect to any Competing Tenax Proposal or proposal that would reasonably be expected to lead to a Competing Tenax Proposal.

6. Commencement

or Participation in Actions. Each Consenting Member hereby agrees not to commence or join in, and to take all reasonable actions necessary

to opt out of, any Action against Tenax and/or its managers and officers with respect to any litigation relating to the Merger Agreement

and the Transactions, including any claim (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this

Agreement or the Merger Agreement in connection with the Transactions or (b) alleging a breach of any fiduciary duty of the Tenax

Board or its members or any member of Tenax in connection with the Merger Agreement, the Transactions or the transactions contemplated

hereby.

7. Managers

and Officers. Each Consenting Member is entering into this Agreement solely in its capacity as a Beneficial Owner of Covered Units,

and in this regard, such Consenting Member shall not be deemed to make any agreement or understanding in this Agreement in such Consenting

Member’s capacity as a manager or officer of Tenax, including with respect to Section 7.02 of the Merger Agreement. The parties

acknowledge and agree that nothing in this Agreement shall (a) restrict in any respect any actions taken by a Consenting Member or its

designee who is a manager or officer of Tenax solely in his or her capacity as a manager or officer of Tenax or (b) be construed to prohibit,

limit or restrict the Consenting Member or its designee from exercising its fiduciary duties as a manager or officer of Tenax.

8. Additional

Units. Each Consenting Member hereby agrees that in the event such Consenting Member acquires or receives, directly or indirectly,

any Tenax Units or other securities or interests entitled to vote or securities or interests exercisable for or convertible into Tenax

Units or other securities or interests entitled to vote after the execution of this Agreement, such Consenting Member shall promptly deliver

to AIR a written notice in accordance with Section 16(d) indicating the number of such Tenax Units, securities or interests.

9. Representations

and Warranties of Tenax. Tenax hereby represents and warrants as follows:

(a) Organization

and Qualification. Tenax is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction

of its incorporation.

(b) Authority;

Binding Agreement. (i) Tenax has all requisite power and authority to execute and deliver this Agreement, to perform its obligations

hereunder and to consummate the transactions contemplated hereby and (ii) the execution and delivery by Tenax of this Agreement and the

performance of Tenax’s obligations and the consummation of the transactions contemplated hereby by Tenax have been duly authorized

by all necessary action, and no other actions on the part of Tenax (or its board of managers or members) are necessary to authorize or

adopt this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered

by Tenax and, assuming this Agreement constitutes a valid and binding obligation of AIR and the Consenting Members, constitutes a valid

and binding obligation of Tenax, enforceable against Tenax in accordance with its terms, subject to the effect of any applicable bankruptcy,

insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’

rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or

in equity).

Conflicts. None of the execution and delivery by Tenax of this Agreement, the performance by Tenax of its obligations hereunder

or the consummation by Tenax of the transactions contemplated hereby does or would reasonably be expected to conflict with or result in

a violation or breach of (i) Tenax’s certificate of formation or limited liability company agreement, (ii) any other contract

to which Tenax is a party or by which Tenax may be bound, except for violations, breaches or defaults that, individually or in the aggregate,

would not reasonably be expected to in any material respect impair or adversely affect the ability of Tenax to perform its obligations

under this Agreement, or (iii) any Law applicable to Tenax.

(d) No

Litigation. There are no Actions pending or, to the knowledge of Tenax, threatened against Tenax, or any Order to which Tenax is subject,

except, in each case, for those that, individually or in the aggregate, would not reasonably be expected to prevent or materially and

adversely impair or otherwise affect the ability of Tenax to fully perform its obligations under this Agreement.

10. Representations

and Warranties of AIR. AIR hereby represents and warrants as follows:

(a) Organization

and Qualification. AIR is a legal entity duly organized, validly existing and in good standing under the Laws of the jurisdiction

of its incorporation.

(b) Authority;

Binding Agreement. (i) AIR has all requisite power and authority to execute and deliver this Agreement, to perform its obligations

hereunder and to consummate the transactions contemplated hereby and (ii) the execution and delivery by AIR of this Agreement and the

performance of AIR’s obligations and the consummation of the transactions contemplated hereby by AIR have been duly authorized by

all necessary action, and no other actions on the part of AIR (or its board of directors) are necessary to authorize or adopt this Agreement

or to consummate the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by AIR and, assuming

this Agreement constitutes a valid and binding obligation of Tenax and the Consenting Members, constitutes a valid and binding obligation

of AIR, enforceable against AIR in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including

all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and

subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

Conflicts. None of the execution and delivery by AIR of this Agreement, the performance by AIR of its obligations hereunder

or the consummation by AIR of the transactions contemplated hereby does or would reasonably be expected to conflict with or result in

a violation or breach of (i) AIR’s articles of incorporation, (ii) any other contract to which AIR is a party or by which AIR

may be bound, except for violations, breaches or defaults that, individually or in the aggregate, would not reasonably be expected to

in any material respect impair or adversely affect the ability of AIR to perform its obligations under this Agreement, or (iii) any Law

applicable to AIR.

(d) No

Litigation. There are no Actions pending or, to the knowledge of AIR, threatened against AIR, or any Order to which AIR is subject,

except, in each case, for those that, individually or in the aggregate, would not reasonably be expected to prevent or materially and

adversely impair or otherwise affect the ability of AIR to fully perform its obligations under this Agreement.

11. Representations

and Warranties of the Consenting Members. Each Consenting Member (severally and not jointly) hereby represents and warrants as follows:

(a) Organization

and Qualification. If such Consenting Member is not an individual, such Consenting Member is a legal entity duly formed or organized

(as applicable), validly existing and in good standing under the Laws of the jurisdiction in which it is formed or organized, as applicable.

(b) Authority;

Binding Agreement. If such Consenting Member is an individual, he or she has full legal capacity, right and authority to execute

and deliver this Agreement and to perform his or her obligations hereunder and consummate the transactions contemplated hereby. If such

Consenting Member is not an individual, (i) such Consenting Member has all requisite power and authority to execute and deliver this Agreement,

to perform such Consenting Member’s obligations hereunder and to consummate the transactions contemplated hereby and (ii) the execution

and delivery by such Consenting Member of this Agreement and the performance of such Consenting Member’s obligations and the consummation

of the transactions contemplated hereby by such Consenting Member have been duly authorized by all necessary action, and no other actions

on the part of such Consenting Member (or its governing body, board of directors, members, partners, stockholders or trustees, as applicable)

are necessary to authorize or adopt this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has

been duly executed and delivered by such Consenting Member and, assuming this Agreement constitutes a valid and binding obligation of

Tenax and AIR, constitutes a valid and binding obligation of such Consenting Member, enforceable against such Consenting Member in accordance

with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers),

reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles

of equity (regardless of whether considered in a proceeding at law or in equity).

Conflicts. None of the execution and delivery by such Consenting Member of this Agreement, the performance by such Consenting

Member of such Consenting Member’s obligations hereunder or the consummation by such Consenting Member of the transactions contemplated

hereby does or would reasonably be expected to conflict with or result in a violation or breach of, or default under, (i) if such Consenting

Member is not an individual, such Consenting Member’s articles or certificate of formation, incorporation or organization, operating

agreement, bylaws or comparable organizational documents, as applicable, each in its currently effective form as amended from time to

time, (ii) any other contract to which such Consenting Member is a party or by which such Consenting Member may be bound, including any

voting agreement or voting trust, except for violations, breaches or defaults that, individually or in the aggregate, would not reasonably

be expected to (x) in any material respect impair or adversely affect the ability of such Consenting Member to perform such Consenting

Member’s obligations under this Agreement on a timely basis or (y) prevent or materially delay or adversely affect the consummation

of the Transactions or (iii) any Law applicable to such Consenting Member. The execution, delivery and performance by such Consenting

Member of this Agreement, and the consummation by such Consenting Member of the transactions contemplated hereby, require no consent or

action by or in respect of, or filing with, any Governmental Authority.

(d) Ownership

of Units. Such Consenting Member (i) is the lawful record and Beneficial Owner of the Tenax Units set forth opposite such Consenting

Member’s name on Schedule 1(b) attached hereto and has, and at all times prior to the Expiration Date will have, the sole power

to vote (or cause to be voted) or Transfer such Tenax Units, all of which are free and clear of, and not subject to, any Encumbrances,

adverse claims, proxies, powers of attorney, voting trusts or agreements, understandings or other agreements, or any other rights or Encumbrances

whatsoever (other than those (A) created by this Agreement or (B) applicable to such Consenting Member’s Covered Units that may

exist pursuant to securities Laws) and (ii) as of the date hereof, does not Beneficially Own or have the right to vote (or cause the voting

of) any Tenax Units or other securities of Tenax or any interest therein or any voting rights with respect to any securities of Tenax

other than the Tenax Units set forth opposite such Consenting Member’s name on Schedule 1(b) attached hereto.

(e) No

Litigation. As of the date hereof, there are no Actions pending or, to the knowledge of such Consenting Member, threatened against

such Consenting Member, or any Order to which such Consenting Member is subject, except, in each case, for those that, individually or

in the aggregate, would not reasonably be expected to prevent or impair or otherwise adversely affect (i) the ability of such Consenting

Member to fully perform such Consenting Member’s obligations under this Agreement on a timely basis or (ii) prevent or materially

delay or adversely affect the consummation of the Transactions.

(f) No

Finder’s Fees. No broker, investment banker, financial advisor, finder, agent or other Person is entitled to any broker’s,

finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement based upon arrangements

made by or on behalf of such Consenting Member in his, her or its capacity as a member of Tenax.

12. Further

Assurances. Subject to the terms and conditions of this Agreement, upon request of AIR, each Consenting Member shall execute and deliver

such additional documents and take all such further action as may be reasonably necessary or appropriate to fulfill such Consenting Member’s

obligations under this Agreement and consummate the transactions contemplated by this Agreement and the Merger Agreement.

13. Termination.

This Agreement, and all rights and obligations of the parties hereunder, shall terminate and shall have no further force or effect upon

the termination of the Merger Agreement in accordance with its terms; provided, however, that (i) this Section 13 and Sections

1 and 16 shall survive any termination of the Agreement and (ii) Sections 2, 3, 4, 5 and 8 shall terminate and shall have no further force

or effect as of the Expiration Date. Notwithstanding the foregoing, nothing set forth in this Section 13 or elsewhere in this Agreement

shall relieve either party hereto from liability, or otherwise limit the liability of a Consenting Member, for any breach of this Agreement

prior to such termination.

14. Transaction

Documents. Each Consenting Member acknowledges that the Merger Agreement and the other Transaction Documents may be amended in accordance

with the terms and conditions set forth in the Merger Agreement and the other Transaction Documents. Each Consenting Member acknowledges,

agrees and consents to all such changes to the Merger Agreement and the other Transaction Documents (and waives any notice with respect

to the existence or terms of any and all such changes) so long as they are duly authorized and made in accordance with the terms and conditions

set forth in the Merger Agreement and the other Transaction Documents.

15. Waiver.

Each Consenting Member hereby waives any and all notice, information and consent requirements, as well as any right of first refusal,

right of first offer, right of first negotiation, right restricting share transfers, redemption right, co-sale right, registration right,

preemptive right and other similar rights, that may be applicable to, or triggered by, the Transactions, including the Merger, the Merger

Agreement, the other Transaction Documents and any of the transactions contemplated thereby that are contained in AIR’s organizational

documents or any contractual obligation between AIR and such Consenting Member, or under applicable Law.

16. Miscellaneous

and General.

(a) Amendments;

Waivers, Etc. This Agreement may not be amended, changed, supplemented or otherwise modified with respect to any Consenting Member,

except upon the execution and delivery of a written agreement executed by each of Tenax, AIR and such Consenting Member. Any agreement