BLADEone Public Charter Operator-Participant Agreement

In connection with the utilization, purchase and/or reservation of seats on BLADEone Flights, You are required to accept the BLADEone Conditions of Carriage located at www.blade.com/bladeone-coc (the “BLADEone Conditions of Carriage”).

By purchasing and/or reserving seats on BLADEone Flights with Blade, You acknowledge that You accept Blade’s Terms of Service located at www.blade.com/terms_of_service (the “Blade ToS”) and Blade’s Privacy Policy located at www.blade.com/ppolicy (the “Blade Privacy Policy” and collectively with the Blade ToS, the “Blade General Terms”).

By purchasing and/or reserving seats on BLADEone Flights with Aero, You acknowledge that you accept Aero’s Terms of Use located at https://aero.com/terms-of-use (“Aero Terms of Use”), and Aero’s Privacy Policy located at https://aero.com/privacy-policy (the “Aero Privacy Policy”) (collectively, the “Aero General Terms”).

This Agreement, the BLADEone Conditions of Carriage, the Blade General Terms and the Aero General Terms are intended to be supplemental to each other. However, in the event of a conflict between the terms of this Agreement, the BLADEone Conditions of Carriage, the Blade General Terms and the Aero General Terms, the order of precedence shall be as follows: (1) this Agreement, (2) the BLADEone Conditions of Carriage, and (3) If You are purchasing and/or reserving seats on BLADEone Flights with Blade, the Blade General Terms, or if You are purchasing and/or reserving seats on BLADEone Flights with Aero, the Aero General Terms

Aero has arranged for its wholly owned subsidiary, USAC Airways 695, LLC d/b/a Aero (“Carrier”), a direct air carrier certified by the Federal Aviation Administration to perform BLADEone Flights under Part 135 of the U.S. Federal Aviation Regulations (14 CFR Part 135), to provide passenger air charter services booked through Aero or Blade. The origin and destination of the BLADEone Flights, as well as the dates and terms of payment are memorialized in the electronic receipt sent to You promptly following the completion of Your reservation (the “Receipt”), which is incorporated into this Agreement by reference. The BLADEone Flights will be performed using an Embraer ERJ-135 aircraft in a configuration of 16 seats. Aero and Blade reserve the right to contract with a substitute air carrier. Carrier reserves the right to substitute substantially equivalent aircraft in the event of a technical or other need and will inform You of such substitution prior to Your BLADEone Flight.

The BLADEone Flight price quoted in Your Receipt (the “BLADEone Flight Price”) includes air transportation and all applicable taxes, and any additional services selected at the time of booking. Any tips or gratuities not specifically mentioned as included in the BLADEone Flight Price are at Your discretion.

Payment in full is required to secure all reservations. Credit cards are the only form of payment accepted, provided that, you may use credits (i.e. Blade’s BLADE Credits or Aero’s Account Credits) that are credited to You in connection with another BLADEone Flight to pay for some or all of your BLADEone Flight. For BLADEone Flights booked through Aero, such credit card payments will be deposited to an escrow account at First Foundation Bank. For BLADEone Flights booked through Blade, such credit card payments will be deposited to an escrow account at Shelby Financial Corporation, 1 North Bacton Hill Road, Suite 203, Frazer, PA 19355.

Guests must comply with the check-in requirements set forth in the BLADEone Conditions of Carriage, including, without limitation, those set forth Section 14 of the BLADEone Conditions of Carriage, as well as any other check-in instructions delivered by Aero, Blade or Carrier..

The BLADEone Luggage Policies can be found at www.blade.com/bladeone-luggage, and are expressly incorporated by reference as if fully set forth herein. Furthermore, all baggage must comply with all applicable terms and conditions set forth in the BLADEone Conditions of Carriage.

The BLADEone Pet Policies can be found at www.blade.com/bladeone-pets, and are expressly incorporated by reference as if fully set forth herein.

The BLADEone Change and Cancellation Policies can be found at www.blade.com/bladeone-cancellations , and are expressly incorporated by reference as if fully set forth herein.

If We must cancel Your BLADEone Flight, We will notify You in writing within 7 days of the cancellation, but in no event later than 10 days before the scheduled departure date. We have no right to cancel the BLADEone Flight less than 10 days before departure, except for:

• Circumstances that make it physically impossible to perform the BLADEone Flight, or
• In the case of international flights, if we are unable to obtain landing rights for the flight (which are subject to the approval of foreign governments, and in which case a full refund will be made to You automatically).

If that occurs, We will notify You as soon as possible, but not later than the scheduled departure date. If the BLADEone Flight is canceled, We will make a full refund to You within 14 days after cancellation. The rights and remedies made available under this contract are in addition to any other rights or remedies available under applicable law. However, We offer refunds under this contract with the express understanding that the receipt of that refund by a Guest waives the additional remedies.

If We Make “Major Changes”

If We make a Major Change (defined below):

• Prior to departure, You have the right to cancel and receive a full refund, or
• After the departure of the BLADEone Flight, which You are unwilling to accept, We will refund, within 14 days after Your scheduled return date, that portion of Your payment which applies to the services not accepted.

If a Major Change must be made in the program, We will notify You within 7 days after first learning of the change, but in any event at least 10 days prior to the scheduled departure. If, less than 10 days before scheduled departure, We become aware that a Major Change must be made, We will notify You as soon as possible. Within 7 days after receiving notification of a Major Change, but in no event later than departure, You may cancel Your reservation and You will receive a full refund within 14 days after canceling. Acceptance of a refund constitutes a waiver of any legal rights You may have against Aero or Blade.

Upon a post-departure notification of a Major Change, a Guest may reject the changed date, origin, or destination of a flight leg and be sent, within 14 days after the return date named in the contract, a refund of the portion of their payment allocable to the air transportation not provided.

A “Major Change” means:

• (i) A change in the departure or return date, unless the change results from a flight delay experienced by the air carrier. (If, however, the delay is longer than 48 hours, it will be considered a Major Change),
• (ii) A change in the origin or destination airport,
• (iii) A price increase of more than 10 percent occurring 10 or more days before departure (in no event can We increase Your price less than 10 days before departure).

Policies regarding transfer of Seats to another person can be found in Section 1 of the BLADEone Conditions of Carriage, which are expressly incorporated by reference as if fully set forth herein.

We recommend purchasing trip cancellation, health, and accident insurance from a reputable provider when traveling. This important, low-cost protection can save You money if You are forced to cancel or alter Your trip.

For BLADEone Flights booked through Aero, Your payments are protected in part by a letter of credit that Aero has established with BNY Mellon, 1 North Bacton Hill Rd, Malvern, PA 19355. Unless You file a claim with Aero, or, if Aero is not available, with the securer within 60 days after the completion of the BLADEone Flight, the securer will be released from all liability to You.

For BLADEone Flights booked through Blade, Your payments are protected in part by a Security Agreement that Blade has established through ACSTAR insurance Company, 30, South, Road, Farmington, CT 06032. Unless You file a claim with Blade, or if Blade is not available, with the securer within 60 days after the completion of the BLADEone Flight, the securer will be released from all liability to You.

Aero and Blade are the principals providing services offered in connection with BLADEone Flights. However, Aero and Blade are not responsible for personal injury or property damage caused by Carrier, any substitute air carrier, or any other independent supplier of services offered in connection with the BLADEone Flight.

Aero and Blade shall not be liable for failure to provide transportation due to a Force Majeure Event, except to the extent required under governmental regulation. For purposes of this Section, Force Majeure Event means an event outside of Aero's or Blade’s reasonable control which includes, but is not limited to, weather conditions; mechanical breakdown; acts of government or airport authorities (e.g., Air Traffic Control delays, runway closures, airport construction, flow control/control programs); acts of God; quarantine; strikes or labor unrest; civil commotions, embargoes, wars or other hostilities, whether actual, threatened or reported; government regulation, demand or requirement; damage to aircraft; emergency situations requiring care, protection or response to protect person or property; or any event that is not reasonably foreseen, predicted or anticipated by Aero or Blade.

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws rules. You agree that any lawsuit brought by or on behalf of You against Aero or Blade will be brought only in Your individual capacity and not as part of a class action proceeding. Any claim against Aero or Blade or Carrier must be presented in writing within ten days of the date of the Guest’s flight, and neither Aero, nor Blade, nor Carrier is liable for any claims presented after such ten-day period. Any claims regarding baggage are governed by the terms contained in the BLADEone Conditions of Carriage or the BLADEone Luggage Policies.

Acceptance of this Agreement on Aero’s or Blade’s website or mobile app is an acceptable form of agreement. This Agreement contains the entire agreement between the Parties and it completely supersedes any prior written or oral agreements or representations. No reservation will be issued unless You accept this Agreement.

For telephone sales, Aero or Blade will send a copy of this Agreement by e-mail within 24 hours of purchase. Each Guest must accept this Agreement prior to travel, and is entitled to a full refund if they decide not to participate in the BLADEone Flight after reviewing this Agreement.

IN PROVIDING SERVICES THAT INCLUDE AIR TRANSPORTATION OR GROUND TRANSPORTATION ("TRANSPORTATION SERVICES"), BLADE CONTRACTS WITH THIRD PARTY PERSONS AND/OR ENTITIES THAT MANAGE, MAINTAIN, AND OPERATE AIRCRAFT AND/OR VEHICLES OPERATING AND PROVIDING THE TRANSPORTATION SERVICES ("TRANSPORTATION PROVIDERS"). BLADE OFFERS INFORMATION AND A METHOD TO OBTAIN TRANSPORTATION SERVICES PROVIDED BY THIRD PARTY TRANSPORTATION PROVIDERS, BUT DOES NOT, AND DOES NOT INTEND TO, DIRECTLY OPERATE ANY TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A TRANSPORTATION PROVIDER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES PROVIDED TO YOU BY SUCH THIRD-PARTIES.

BLADE MAY INTRODUCE YOU TO TRANSPORTATION PROVIDERS TO PROVIDE YOU TRANSPORTATION SERVICES, BUT BLADE RELIES ON FEDERAL AVIATION ADMINISTRATION CERTIFICATION OF TRANSPORTATION PROVIDERS, AND DOES NOT INDEPENDENTLY ASSESS THEIR QUALIFICATIONS.

YOU ACKNOWLEDGE AND UNDERSTAND THAT BLADE DOES NOT MONITOR ANY TRANSPORTATION PROVIDER'S ON-GOING COMPLIANCE WITH ANY AND ALL LICENSING AND/OR PERMITTING RULES AND REGULATIONS, AND BLADE WILL NOT BE RESPONSIBLE FOR ANY LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO A TRANSPORTATION PROVIDER'S FAILURE TO MAINTAIN A CURRENT LICENSE AND/OR PERMIT. BLADE DISCLAIMS ANY AND ALL RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING YOUR USE OF THE SERVICES.

BLADE DOES NOT PROVIDE, NOR DOES IT MAINTAIN, LIABILITY INSURANCE COVERAGE, OR ANY OTHER INSURANCE THAT EXTENDS OR IS INTENDED TO PROVIDE ANY COVERAGE, PROTECTION, OR BENEFIT TO YOU BEFORE, DURING, OR AFTER ANY FLIGHT YOU MAY PURCHASE.

YOU ACKNOWLEDGE AND UNDERSTAND THAT THIS LIST OF ADDITIONAL DISCLAIMERS MAY NOT BE EXHAUSTIVE AND THAT THERE MAY BE ADDITIONAL DISCLAIMERS INCLUDED IN THE OTHER TERMS APPLICABLE TO YOUR PURCHASES.

The terms and conditions of this Section will be referred to as the "Release". The Release pertains to the Transportation Services arranged and/or coordinated by the Blade Released Parties (as defined below) and the Transportation Providers thereof. Your purchase, reservation, and/or participation in the Transportation Services will indicate Your acceptance of this Release by You on behalf of Yourself and any other individual(s) participating in the Transportation Services ("Releasor"), and confirmation that Releasor will release the Released Parties of liability in accordance with the terms of the Release. For purposes of the Release, “Blade Released Parties” means Blade and its parent, subsidiary, and affiliate companies, and each of their respective directors, officers, employees, members, agents, representatives, successors, and assigns. By purchasing, reserving, or otherwise participating in the Transportation Services for Yourself or on behalf of a third party (e.g., Your employer, Your employee, Your minor child, Your spouse, Your friend, Your relative, etc. (each a "Guest")) You represent and warrant that You have the full legal authority and permission and right to contract, including the authority to accept all of the terms of the Release, for and on behalf of Yourself and any Guest. You further represent and warrant that You have conveyed the terms of the Release to each such Guest. Releasor (for themselves and any Guest(s)) acknowledges that the Blade Released Parties do not operate and will not be in operational control of the Transportation Services. The Transportation Services will be operated by Transportation Providers and the Blade Released Parties will have no responsibility or liability for any Transportation Services operated by such Transportation Providers. Releasor (for themselves and any Guest(s)) understands that the Transportation Services will involve air transportation and/or ground transportation and carry certain inherent risks that cannot be eliminated completely, including without limitation, property damage, bodily injury, and/or death. By reserving or otherwise participating in the Transportation Services, Releasor (for themselves and any Guest(s)) acknowledges that they are aware of these risks, have conveyed these risks for Guests, and freely assumes, and each Guest assumes, any and all responsibility for any and all related damages and risks, both known and unknown, even if arising from the negligence of the Blade Released Parties. RELEASOR ACKNOWLEDGES (FOR THEMSELVES AND ANY GUEST(S)) THAT TRANSPORTATION SERVICES ARE ENTIRELY OPTIONAL AND VOLUNTARY AND THAT RELEASOR ACKNOWLEDGES (FOR THEMSELVES AND ANY GUEST(S)) HAVE FREELY ELECTED TO PARTICIPATE NOTWITHSTANDING THE POTENTIAL RISKS INVOLVED, KNOWN AND UNKNOWN, INCLUDING SERIOUS INJURY OR DEATH.

Transportation Providers shall be solely responsible for all claims and/or disputes arising out of any and all occurrences, accidents or incidents that occur on or in connection with the Transportation Services provided by Transportation Providers, including without limitation, property damage, bodily injury, and/or death. Blade will not be a party to any claims or disputes between You and any Transportation Provider; however, Blade reserves the right, but has no obligation, to monitor such claims and/or disputes. In no event will the Blade Released Parties be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, replacement costs, consequential and/or incidental, arising out of or relating to the participation of Releasor or any Guest in the Transportation Services or otherwise in connection with the Transportation Services, including, without limitation, death, bodily injury, property damage, emotional distress and/or any other damages. Neither Releasor nor any Guest, will bring any legal action or lawsuit against the Blade Released Parties for any claims, damages, or liabilities arising out of the purchase, reservation, and/or participation in the Transportation Services. To the fullest extent permitted by applicable law, Releasor, on behalf of themselves and each Guest and their respective heirs, assigns, representatives, next of kin, agents, executors and attorneys hereby fully and forever releases, indemnifies, holds harmless, waives and discharges the Blade Released Parties from any and all liabilities, claims, demands, actions, causes of action, costs, and expenses of any nature whatsoever arising out of any loss, damage, disability or injury, including death, arising out of or related to Transportation Services that may be sustained by Releasor or a Guest whether caused by the negligence of a Blade Released Party or otherwise.

No Waiver. No waiver of any term of the Agreement shall be deemed a further or continuing waiver of such term or any other term, and Blade's failure to assert any right or provision under the Agreement shall not constitute a waiver of such right or provision.

Severability. Each of the provisions of the Agreement operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect. In the event that any provision is deemed unlawful or unenforceable, the Parties agree that such provision shall be modified or amended by the court or relevant authority to the extent necessary to render it enforceable, in accordance with the intent of the original provision. The modified provision shall be interpreted so as to reflect the original intent of the Parties as closely as possible, while remaining compliant with applicable law.

Assignment. The Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You without the prior written consent of Blade and Aero. Any attempted transfer or assignment in violation hereof shall be null and void.

Dispute Resolution. Except as otherwise provided in this Section, any dispute, claim or controversy arising out of or relating to this Agreement, a BLADEone Flight, or the breach, termination, enforcement, interpretation or validity of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding individual arbitration administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules then in effect (the “AAA Rules”), and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. The AAA Rules are available at www.adr.org. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., and applies to the fullest extent permitted by applicable law.

The arbitration will be conducted before a single arbitrator. The seat of the arbitration will be New York, New York, provided that, at Your election, the arbitration may be conducted by telephone, by videoconference, on the basis of written submissions, or in person in the federal judicial district in which You reside. The arbitrator will apply the law specified in the Choice of Law provision of this Agreement, will have authority to award any relief that a court could award to You individually, and will issue a written decision stating the essential findings and conclusions on which the award is based. Aero and Blade will pay all filing, administration and arbitrator fees that exceed the fees You would have paid to file the same claim in a court of competent jurisdiction, in accordance with the AAA Rules and the AAA consumer fee schedule.

By agreeing to arbitrate, each party knowingly and voluntarily waives the right to a trial by jury and the right to have any dispute covered by this Section resolved in court, except as expressly provided in this Section.

Your right to opt out. You may decline to be bound by this agreement to arbitrate by sending written notice of Your decision to opt out to legal@blade.com and legal@aero.com within thirty (30) days after the date on which You first accept this Agreement. Your notice must include Your name, the e-mail address associated with Your reservation, and a statement that You elect to opt out of arbitration. Opting out will not affect any other provision of this Agreement or any other aspect of Your relationship with Aero, Blade or Carrier.

If any portion of this Section is found to be unenforceable, that portion will be severed and the remainder of this Section will continue in full force and effect. This Section survives termination of this Agreement and the completion of Your BLADEone Flight.

All commercial matters relating to a BLADEone Flight, including but not limited to fares, payment, ticket transfers, changes, cancellations, refunds and general inquiries should be directed to reservations@blade.com. Requests relating to (i) service animals, including submission of the DOT Service Animal Air Transportation Form, (ii) assistive and mobility devices, (iii) boarding, deplaning and stair assistance, (iv) hazardous materials and unaccompanied minors, and (v) luggage and baggage, including whether a particular item can be accommodated on the aircraft and claims for lost, damaged or delayed baggage, should be directed to concierge@aero.com, which is staffed by Carrier. A request sent to either address will be honored; Blade will forward to Carrier any request in categories (i) through (v) that it receives, and Carrier will forward to Blade any commercial request it receives.