Exhibit 10.6
LOCK-UP AGREEMENT
Madison Air Solutions Corporation
Lock-Up Agreement
April 15, 2026
Madison Air Solutions Corporation
444 W. Lake Street, Suite 4460
Chicago, IL 60606
Attn: General Counsel
Re: Madison Air Solutions Corporation - Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that Madison Air Solutions Corporation, a Delaware corporation (the “Company”), is contemplating effecting a public offering (the “Public Offering”) of shares (the “Shares”) of the Class A common stock, par value $0.0000001 per share, of the Company (the “Class A Common Stock”) pursuant to a Registration Statement on Form S-1 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”). As used herein, the term “Common Stock” refers to shares of the Company’s Class A Common Stock, par value $0.0000001 per share as may be received by the undersigned pursuant to the Contribution and Exchange Agreement among the undersigned, the Company and Madison IAQ Holdings LLC dated as of April 15, 2026 (the "Contribution and Exchange Agreement") and any securities issued by the Company in connection therewith, whether as a dividend, in a stock split or otherwise.
In consideration of the undertaking by the Company to offer and sell Shares in the Public Offering, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of this Lock-Up Agreement and continuing to and including the date two (2) years after the date of the final prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Lock-Up Period”), the undersigned shall not, and shall not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option or contract to sell, lend or otherwise transfer or dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock (such shares of Common Stock, options, rights, warrants or other securities, collectively, “Lock-Up Securities”), including, without limitation, any such Lock-Up Securities currently beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Lock-Up Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Common Stock or other securities, in cash or otherwise (any such sale, loan, pledge or other disposition, or transfer of economic consequences, a “Transfer”), (iii) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities or (iv) otherwise publicly announce any intention to engage in or cause any action, activity, transaction or arrangement described in clause (i), (ii) or (iii) above. The undersigned represents and warrants that the undersigned is not, and has not caused or directed any of its affiliates to be or become, currently a party to any agreement or arrangement that provides for, is designed to or reasonably could be expected to lead to or result in any Transfer during the Lock-Up Period.