INDEMNITY AGREEMENTIndemnity Agreement • September 4th, 2019 • Experience Investment Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2019, by and between Experience Investment Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
25,000,000 Units Experience Investment Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2019 • Experience Investment Corp. • Blank checks • New York
Experience Investment Corp. Denver, CO 80206Experience Investment Corp. • August 23rd, 2019 • Blank checks • New York
This agreement (the “Agreement”) is entered into on May 24, 2019 by and between Experience Sponsor LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Experience Investment Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 7,187,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
Experience Investment Corp. Denver, CO 80206 Re: Initial Public Offering Gentlemen:Letter Agreement • September 18th, 2019 • Experience Investment Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Experience Investment Corp., a Delaware corporation (the “Company”), Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to a
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 18th, 2019 • Experience Investment Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 12, 2019, is made and entered into by and among Experience Investment Corp., a Delaware corporation (the “Company”), Experience Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 18th, 2019 • Experience Investment Corp. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 18th, 2019 • Experience Investment Corp. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 12, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Experience Investment Corp., a Delaware corporation (the “Company”), and Experience Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 10th, 2021 • Experience Investment Corp. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between BLADE AIR MOBILITY, INC., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENT between EXPERIENCE INVESTMENT CORP. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLCWarrant Agreement • September 18th, 2019 • Experience Investment Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 12, 2019, is by and between Experience Investment Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
AGREEMENT AND PLAN OF MERGER dated as of December 14, 2020 by and among Experience Investment Corp. Experience Merger Sub, Inc. and BLADE Urban Air Mobility, Inc.Agreement and Plan of Merger • December 15th, 2020 • Experience Investment Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of December 14, 2020, is entered into by and among Experience Investment Corp., a Delaware corporation (“Acquiror”), Experience Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and BLADE Urban Air Mobility, Inc., a Delaware corporation (the “Company”). Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
SUPPORT AGREEMENTSupport Agreement • December 15th, 2020 • Experience Investment Corp. • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of December 14, 2020, is entered into by and among Experience Investment Corp., a Delaware corporation (“Acquiror”), Experience Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger Sub”), and [ ] (the “Stockholder”).
NOMINATION RIGHTS AGREEMENTNomination Rights Agreement • March 30th, 2023 • Blade Air Mobility, Inc. • Air transportation, nonscheduled • New York
This Nomination Rights Agreement (this “Agreement”) is entered into as of March 27, 2023 (the “Effective Date”) by and between Blade Air Mobility, Inc. (the “Company”) and RB Lift LLC (“RedBird”).
LOCKUP AGREEMENTLockup Agreement • March 26th, 2021 • Experience Investment Corp. • Services-business services, nec • Delaware
This Lockup Agreement (this “Agreement”), dated as of [___________], 2021, is entered into by and among Experience Investment Corp., a Delaware corporation (“Acquiror”), BLADE Urban Air Mobility, Inc., a Delaware corporation (the “Company”) and [____________] (the “Holder”).
AIRPORT LEASE AND OPERATING AGREEMENT Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and...Airport Lease and Operating Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks
This AIRPORT LEASE AND OPERATING AGREEMENT (“Agreement”) is made as of this ____ day of June, 2018, by and between the Town of Nantucket (“Town”) acting by and through the Nantucket Memorial Airport Commission, a commission established pursuant to Massachusetts General Laws Chapter 90, Section 51E, as amended (the “Commission”), with a principal place of business at 14 Airport Road, Nantucket, MA 02554, and Fly Blade, Inc. (“Tenant”), having a mailing address of 499 East 34th Street, New York, NY 10016. Massachusetts General Laws Chapter 90, Sections 39G and 51E authorize the Commission to exercise the custody, care and management of the Nantucket Memorial Airport (“Airport”) located in Nantucket, Massachusetts. Further, Massachusetts General Laws Chapter 90, Sections 39G, 51F and 51H authorize the Commission to enter into leases or agreements and to determine the charges or rentals for the use of any properties, facilities, installations, landing fees, concessions, uses and services a
LICENSE AGREEMENT (OFFICE SPACE) SUMMARY OF TERMSLicense Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks
Master Lease Agreement(s) Concession agreement dated October 1, 2019 between The City of New York acting by and through The NYC Department of Small Business Services (NYCEDC) and Macquarie Aviation North America 2 Inc.
LICENSE AGREEMENTLicense Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks • New York
This License Agreement (the “Agreement”) is made and executed on this 24th day of March 2019 (the “Effective Date”) at New Delhi by and between:
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks • New York
This Amended and Restated Voting Agreement (this "Agreement") is made as of January 30, 2018 by and among Fly Blade, Inc., a Delaware corporation (the "Company"), the persons and entities listed on Exhibit A (each an "Investor," and collectively the "Investors"), and the persons listed on Exhibit B-1 (each a "Founder") and the persons listed on Exhibit B-2 (together with the Founders, each a "Common Stockholder" and collectively the "Common Stockholders"). The Common Stockholders and the Investors are referred to herein collectively as the "Voting Parties."
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks • New York
This Asset Purchase Agreement (this “Agreement”) is entered into as of May __, 2018, by and between Fly Blade, Inc. (“Buyer”), Sound Aircraft Flight Enterprises, Inc. (“Seller”) and Cindy Herbst (“Founder”). Capitalized terms not otherwise defined herein have the meaning set forth in Article 1.
USE AGREEMENTUse Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks • New York
THIS USE AGREEMENT is made this 28 day of January, 2016 between Air Pegasus Heliport, Inc., a New York corporation whose address is West 30th Street and 12th Avenue, New York, New York ("APH") and Flyblade, Inc., a Delaware Corporation whose address is 499 East 34th Street, New York, New York 10016 ("BLADE," and, together with APH, the "Parties").
BLADE AIR MOBILITY, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 16th, 2021 • Blade Air Mobility, Inc. • Services-business services, nec
BLADE AIR MOBILITY, INC., a Delaware corporation (the “Company”), hereby grants to the Participant named below an award (the “Award”) of Restricted Stock Units (“RSUs”), payable in shares of the Company’s Common Stock (the “Shares”). The terms and conditions of the Award are set forth in this Award Agreement (the “Agreement”) and the Blade Air Mobility, Inc. 2021 Omnibus Incentive Plan (the “Plan”), which is attached hereto as Exhibit A.
December 14, 2020Sponsor Agreement • December 15th, 2020 • Experience Investment Corp. • Blank checks • Delaware
This letter (this “Sponsor Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger, dated as of the date hereof, by and among Experience Investment Corp., a Delaware corporation (the “Acquiror”), BLADE Urban Air Mobility, Inc., a Delaware corporation (the “Company”), and the other parties thereto (as amended, modified or supplemented in accordance with the terms thereof, the “Merger Agreement”) and amends and restates in its entirety with respect to the Sponsor (as defined below) that certain letter, dated September 12, 2019, from Experience Sponsor LLC, a Delaware limited liability company (the “Sponsor”) to the Acquiror (the “Prior Letter Agreement”). Certain capitalized terms used herein are defined in paragraph 8 hereof. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SHARE PURCHASE AGREEMENT Between BLADE URBAN AIR MOBILITY, INC. as Purchaser And EOLA SCP ABC SCP JKL SCP XYZ Mr. John ELKANN as Sellers And Mr. Marco CASIRAGHI Mr. Pierre CASIRAGHI Mr. Andrea CASIRAGHI And MONACAIR HÉLI SÉCURITÉ as Companies Dated as...Share Purchase Agreement • May 19th, 2022 • Blade Air Mobility, Inc. • Air transportation, nonscheduled
Each of the persons listed in (2) through (6) above being together hereinafter referred to as the “Sellers” or, separately, a “Seller”,
OFFICE AGREEMENTOffice Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks • New York
This Office Agreement (“Agreement”) is made this ______________ day of ______________ (“Effective Date”) by and between Blade herein called “OCCUPANT”) and White Plains Aviation Partners LLC d/b/a Million Air (herein called “LESSOR”).
AMENDED USE AGREEMENT Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely...Amended Use Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks • New York
THIS AMENDED USE AGREEMENT (this “Agreement”) is made as of June 1, 2017 between Air Pegasus Heliport, Inc., West 30th Street and 12th Avenue, New York, New York (“APH”) and Fly Blade, Inc., a Delaware corporation with an address at 499 East 34th Street, New York, New York 10016 (“BLADE”).
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTSale Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks • New York
This Amended and Restated Right of First Refusal and Co-Sale Agreement (this “Agreement”) is dated as of January 30, 2018, and is between Fly Blade, Inc., a Delaware corporation (the “Company”), the individuals and entities listed on Exhibit A (each, an “Investor,” and collectively, the “Investors”), and the individuals listed on Exhibit B (each, a “Key Holder,” and collectively, the “Key Holders”).
EXCLUSIVE RIGHTS PURCHASE AGREEMENT amongst BLADE URBAN AIR MOBILITY, INC. and BLADE URBAN AIR MOBILITY (CANADA), INC. and HELIJET INTERNATIONAL, INC. and PACIFIC HELIPORT SERVICES LTD.Exclusive Rights Purchase Agreement • December 2nd, 2021 • Blade Air Mobility, Inc. • Services-business services, nec • British Columbia
This Exclusive Rights Purchase Agreement (this “Agreement”) is entered into as of November 30, 2021 (the “Effective Date”), by and amongst Blade Urban Air Mobility, Inc. (“Blade”) Blade Urban Air Mobility (Canada), INC. (“Blade Sub”), Helijet International, Inc. (“Helijet”) and Pacific Heliport Services Ltd. (“PHS”) (each a “Party” and together, the “Parties”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • March 12th, 2024 • Blade Air Mobility, Inc. • Air transportation, nonscheduled • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], 202[●], by and between BLADE AIR MOBILITY, INC., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
PURCHASE AND SALE AGREEMENT among BLADE URBAN AIR MOBILITY, INC., and the Target Companies, the Sellers and the Seller Members set forth in the signature pages hereto dated as of September 2, 2021Purchase and Sale Agreement • September 9th, 2021 • Blade Air Mobility, Inc. • Services-business services, nec • Delaware
This Purchase and Sale Agreement (this “Agreement”), is dated as of September 2, 2021, and is between Blade Urban Air Mobility, Inc., a Delaware corporation (“Buyer”), JB3 Holdings LLC, an Arizona limited liability company (“JB3”), and S. Wunsch LLC, a Washington limited liability company (“SW”, and together with JB3, “Sellers” and each individually, “Seller”), Seth Bacon, an individual residing in the State of Arizona (“Bacon”), Scott Wunsch, an individual residing in the State of Washington (“Wunsch”; each of Bacon and Wunsch, individually, a “Seller Member” and collectively, “Seller Members”), the Target Companies, and Seth Bacon, an individual residing in the State of Arizona, in his capacity as agent and representative of the Target Companies and Sellers (“Sellers’ Representative”). Capitalized terms used but not otherwise defined in this Agreement are as defined in Section 10.16.
LOCKUP AGREEMENTLockup Agreement • March 26th, 2021 • Experience Investment Corp. • Services-business services, nec • Delaware
This Lockup Agreement (this “Agreement”), dated as of January [__], 2021, is entered into by and among Experience Investment Corp., a Delaware corporation (“Acquiror”), BLADE Urban Air Mobility, Inc., a Delaware corporation (the “Company”), and [____________] (the “Stockholder”).
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks • New York
THIS RESTRICTIVE COVENANT AGREEMENT (the “Agreement”) is made as of June 1, 2017 between Air Pegasus Heliport, Inc., West 30th Street and 12th Avenue, New York, New York (“APH”), Fly Blade, Inc., a Delaware corporation with an address at 499 East 34th Street, New York, New York 10016 (“BLADE”) and Rob Wiesenthal, and individual with a business address at 499 East 4th Street, New York, New York 10016 (“Wiesenthal”).
FIRST AMENDMENT TO LICENSE AGREEMENT DATED 24.03.2019 Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i)...License Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks
This First Amendment to License Agreement (the "First Amendment") is made and executed at New Delhi on 25th-day of February, 2020 and is effective as the 24th day of March 2019 by and between:
ContractJoint Venture Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks
Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.
BLADE AIR MOBILITY, INC. 2021 OMNIBUS INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENTOmnibus Incentive Plan Restricted Stock Unit Award Agreement • December 20th, 2021 • Blade Air Mobility, Inc. • Air transportation, nonscheduled
BLADE AIR MOBILITY, INC., a Delaware corporation (the "Company"), hereby grants to the Participant named below an award (the "Award") of Restricted Stock Units ("RSUs"), payable in shares of the Company’s Common Stock (the “Shares”). The terms and conditions of the Award are set forth in this Award Agreement (the "Agreement") and the Blade Air Mobility, Inc. 2021 Omnibus Incentive Plan (the "Plan"), which is attached hereto as Exhibit A.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • December 15th, 2020 • Experience Investment Corp. • Blank checks • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with its terms, the “Investor Rights Agreement”), dated as of December 14, 2020 (the “Effective Date”), is made by and among (i) Experience Investment Corp., a Delaware corporation (“PubCo”); (ii) each of the Persons identified on the signature pages hereto under the heading “Blade Holders” (collectively, the “Blade Holders”); and (iii) Experience Sponsor LLC, a Delaware limited liability company (the “Sponsor”). Each of PubCo, the Blade Holders and the Sponsor may be referred to herein as a “Party” and collectively as the “Parties”.
FLY BLADE, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT January 30, 2018Investors’ Rights Agreement • January 29th, 2021 • Experience Investment Corp. • Blank checks • New York
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is dated as of January 30, 2018 and is between Fly Blade, Inc., a Delaware corporation (the “Company”), and the persons and entities listed on Exhibit A (each, an “Investor” and collectively, the “Investors”).
