Common use of Destruction or Damage Clause in Contracts

Destruction or Damage. Notwithstanding any contrary provision of this Agreement, if at any time prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. In the event of any damage to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect and the parties shall have no further obligations or liabilities with respect to this Agreement.

Destruction or Damage. Notwithstanding In the event any contrary provision of this Agreement, if at any time the Property is damaged or destroyed prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will such damage or destruction: (i) be returned (a) is an insured casualty and (b) would cost less than an amount equal to Purchaserten percent (10%) of the Purchase Price to repair or restore, or and (ii) continue to does not result in a termination of the Lease, then this Agreement shall remain in full force and effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. The cost of repair shall be held determined by an architect and contractor selected by Seller and reasonably approved by Buyer. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller's casualty policy less all costs and expenses, including reasonable attorneys' fees and costs, incurred by Seller as of the Closing Date in accordance connection with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable negotiation and/or settlement of the casualty claim with the insurer (“Operator Agreement”"REALIZATION Costs"), and Seller shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Seller's right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insurance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage the Property is damaged or destroyed prior to the Aircraft following Closing Date and the Effective Date cost of repair would equal or exceed an amount equal to ten percent (other than Total Loss occurring prior 10%) of the Purchase Price, or the casualty is an uninsured casualty, then, notwithstanding anything to Closing)the contrary set forth above in this section, Seller Buyer shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationat its election, to terminate this Agreement. Buyer shall have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify after Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation notifies Buyer of the Closingcost of repairing the damage to make such election by delivery to Seller of a written election notice ("ELECTION NOTICE") and the Closing Date shall be extended, or if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such ten (ii10) day period shall be deemed an election to terminate this Agreement. Notwithstanding anything contained in Section 7.1(d) to the contrary, any termination by Buyer under this Section 11.2 shall not result in a termination of Buyer's right to acquire any remaining Portfolio Properties under the Portfolio Agreements. In the event that Purchaser elects Buyer does not elect to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Seller shall assign to Buyer all of no further force Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations or liabilities with respect receive a credit against the Purchase Price equal to this Agreementthe deductible amount (less the Realization Costs) under Seller's casualty insurance policy.

Destruction or Damage. Notwithstanding In the event any contrary provision portion of this Agreement, if at any time a Community is damaged or destroyed by casualty prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Escrow Agent fees, such damage or destruction (1) (a) is an insured casualty and (b) would cost less than ten percent (10%) of the Deposit, in Purchaser’s sole discretion, will (i) be returned Purchase Price of the Property to Purchaserrepair or restore, or (ii2) continue (x) is an uninsured casualty and (y) would cost less than ten percent (10%) of the Purchase Price of the Property to repair or restore and Seller elects, in its discretion, by written notice to Buyer to repair or restore the damage or destruction prior to the Closing Date (which shall be held extended, if necessary, to provide sufficient time for Seller to perform such repairs or restoration) (those matters described in (1) or (2) above are referred to herein as a “Non-Material Casualty”), then this Agreement shall remain in full force and effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. In the event of a Non-Material Casualty described in (1) above, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller’s casualty policy less all costs and expenses, including attorneys’ fees and costs, incurred by Seller as of the Closing Date in accordance connection with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable negotiation and/or settlement of the casualty claim with the insurer (the “Operator AgreementRealization Costs”), and Seller shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Seller’s right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insurance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage a Community is damaged or destroyed prior to the Aircraft following the Effective Closing Date by a casualty that is not a Non-Material Casualty (other than Total Loss occurring prior to Closingi.e. a matter that is not described in either (1) or (2) above), Seller then, notwithstanding anything to the contrary set forth above in this section, Buyer shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationat its option, to terminate this Agreement in its entirety. Buyer shall have its technical representatives inspect the Aircraft within ten thirty (1030) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of Seller’s notification to Purchaser a written election notice (the “Damage InspectionElection Notice”), and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. Purchaser shall, The failure by Buyer to deliver the Election Notice within five such thirty (530) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft day period shall be repaired by Seller in anticipation of the Closing, or (ii) deemed an election not to terminate this Agreement. In the event that Purchaser Buyer elects not to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Seller shall assign to Buyer all of no further force Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations receive a credit against the Purchase Price equal to the deductible or liabilities with respect to this Agreementself-insured amount (less the Realization Costs) under Seller’s casualty insurance policy.

Destruction or Damage. Notwithstanding any contrary provision of this AgreementIf, if at any time prior during the Lease Term, the Facility Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly give written notice thereof to the Closing Landlord. Subject to the Aircraft is destroyed or damaged in rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(e) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent feesclaims (“Insurance Proceeds”) exceeds $50,000, the Depositsame shall be paid into an escrow account, with a single escrow agent which shall be appointed by Tenant’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Xxxxxx, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller any event made in accordance with usual and reasonable disbursement requirements of the Aircraft Operator AgreementLeasehold Mortgagee. Tenant shall, as amended from time-to-timeat its sole cost and expenses, originally entered into on March 22subject to receipt of the Insurance Proceeds, 2022 between Blade Urban Air Mobilityrestore, Inc.repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLCrepairs, and Atlas Jet, Inc. or follow on agreement rebuilding shall be commenced as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to soon as practicable following the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt occurrence of such amountsdamage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, this Agreement shall terminate and be of no further force unless the destruction or effect. In damage was due to Tenant’s gross negligence or willful misconduct, if the event of any damage then-existing Lease Term is equal to the Aircraft following the Effective Date (other or less than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days years or the cost of Seller’s notification to Purchaser restoring the Facility Premises shall exceed fifty percent (“Damage Inspection”). Purchaser shall, within five (550%) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closingreplacement cost of the Facility Premises, or (ii) Tenant shall have the right to terminate this Agreement. In Lease by giving the event that Purchaser elects City Representative written notice of Xxxxxx’s election to terminate this Agreement as a result of do so within ninety (90) days after the date on which such damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees)destruction occurred, and upon receipt of such amountsnotice being given, this Agreement the Lease Term shall automatically terminate and be end effective as of no further force the date of damage or effect and destruction. If Tenant does terminate the parties shall have no further obligations or liabilities Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to this Agreementany casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(e) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(e) hereof with a reputable third-party insurer.

Destruction or Damage. Notwithstanding In the event any contrary provision of this Agreement, if at any time the Property is damaged or destroyed prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Escrow Agent feessuch damage or destruction (a) is a fully insured casualty, the Deposit, in Purchaser’s sole discretion, will (ib) be returned would cost less than One Million Dollars ($1,000,000.00) to Purchaser, repair or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLCrestore, and Atlas Jet(c) would not result in the termination of the lease of any Anchor Tenant, Inc. or follow on agreement as then this Agreement shall remain in full force and effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable (“Operator Agreement”)under Seller's casualty policy, and Seller shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Seller's right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insur- ance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage the Property is damaged or destroyed prior to the Aircraft following Closing Date and the Effective Date cost of repair would equal or exceed One Million Dollars (other than Total Loss occurring prior $1,000,000.00) or the casualty is an uninsured casualty or results in the termination of the lease of an Anchor Tenant, then, notwithstanding anything to Closing)the contrary set forth above in this section, Seller Buyer shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationat its election, to terminate this Agreement. Buyer shall have its technical representatives inspect the Aircraft within ten thirty (1030) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of Seller’s notification a written election notice (the "Election Notice") and the Closing Date shall be extended, if necessary, to Purchaser provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (“Damage Inspection”). Purchaser shall, within five (530) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft day period shall be repaired by Seller in anticipation of the Closing, or (ii) deemed an election not to terminate this Agreement. In the event that Purchaser Buyer elects not to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Seller shall not settle or compromise any insurance claims, Seller shall assign to Buyer all of no further force Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations or liabilities with respect receive a credit against the Purchase Price equal to this Agreementthe deductible amount under Seller's casualty insurance policy.

Destruction or Damage. Notwithstanding any contrary provision of this Agreement, if at any time prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. In the event the Market Square Tower is damaged or destroyed by fire or other casualty, Landlord shall have the option of any damage to determining whether the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller same shall promptly be repaired or rebuilt and shall notify Purchaser Tenant in writing of such damageits election within thirty days after the date on which the damage or destruction shall occur. Purchaser will have If Landlord shall fail to notify Tenant of its decision within the right, but not the obligation, specified time Landlord shall be conclusively deemed to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification elected not to Purchaser (“Damage Inspection”)repair or reconstruct. Purchaser shall, within five (5) Business Days of receipt of Seller’s notice If Landlord shall elect not to repair or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsreconstruct, this Agreement Lease shall terminate be terminated and be of no further force or effect from and after the date of the damage or destruction, or from the date on which Tenant is dispossessed, or surrenders possession, whichever is later, but all monetary obligations of the parties to each other existing at the date of termination shall survive said termination and be promptly paid to the others. If Landlord shall elect to repair or reconstruct, this Lease shall continue in full force and effect unless the extent of the damage to the leased premises is sufficient to deprive Tenant of its use and enjoyment of said premises for ninety days or more, in which event Tenant shall have no further obligations the right to terminate this Lease by so notifying Landlord of such fact within fourteen days after receiving Landlord's statement of its election to repair. If Tenant shall elect to so terminate, the cancellation shall be effective as of the date and under the terms specified in the preceding paragraph. If Tenant's possession and/or use of the demised premises shall be interrupted or liabilities with respect substantially impaired due to this Agreementdamage caused by fire or other casualty, there shall be an abatement of rentals for the period in which, and to the extent which, Tenant is unable to occupy said premises.

Destruction or Damage. Notwithstanding In the event any contrary provision of this Agreement, if at any time the Property is damaged or destroyed prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Escrow Agent feessuch damage or destruction (a) is an insured casualty and (b) would cost less than One Million Dollars ($1,000,000) to repair or restore, then this Agreement shall remain in full force and effect and Buyer shall acquire the DepositProperty upon the terms and conditions set forth herein. In such event, in Purchaser’s sole discretionBuyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller's casualty policy (less all reasonable, will (i) be returned to Purchaserout-of-pocket costs and expenses, or (ii) continue to be held including attorneys' fees and costs, incurred by Seller as of the Closing Date in accordance connection with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable negotiation and/or settlement of the casualty claim with the insurer (“Operator Agreement”the "Realization Costs")), and Seller shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Seller's right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insurance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage the Property is damaged or destroyed prior to the Aircraft following Closing Date and the Effective Date cost of repair would equal or exceed One Million Dollars (other than Total Loss occurring prior to Closing$1,000,000), Seller or the casualty is an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationat its election, to terminate this Agreement. Buyer shall have its technical representatives inspect the Aircraft within ten thirty (1030) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of Seller’s notification a written election notice (the "Election Notice") and the Closing Date shall be extended, if necessary, to Purchaser provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (“Damage Inspection”). Purchaser shall, within five (530) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft day period shall be repaired by Seller in anticipation of the Closing, or (ii) deemed an election not to terminate this Agreement. In the event that Purchaser elects Buyer does not elect to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Seller shall assign to Buyer all of no further force Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations or liabilities with respect receive a credit against the Purchase Price equal to this Agreementthe deductible amount (less the Realization Costs) under Seller's casualty insurance policy.

Destruction or Damage. Notwithstanding any contrary provision of this AgreementIf, if at any time subsequent to the date hereof and prior to the Closing Date, all or any material portion of the Aircraft is Property shall be destroyed or damaged in such a manner that constitutes a Total Lossby one or more incidents of vandalism, fire and/or other casualty, whether or not covered by insurance, Seller will pay any Escrow Agent feesshall immediately give Purchaser notice of such occurrence. If such damage or destruction shall affect all or a material portion of the Property, Purchaser, within fifteen (15) days after receipt of such notice from Seller, may elect to either (a) terminate this Agreement, in which event the Deposit, and any interest thereon, shall be returned forthwith to Purchaser, all obligations of the parties hereunder shall cease and this Agreement shall have no further force and effect, or (b) close the transaction contemplated hereby as scheduled (except that if the Closing Date is less than fifteen (15) days following Purchaser's receipt of such notice, Closing shall be delayed until Purchaser makes such election), in Purchaser’s sole discretionwhich event Purchaser shall have the right to participate in the adjustment and settlement of any insurance claim relating to said damage, will and Seller shall assign and/or pay to Purchaser at closing all insurance proceeds collected or claimed with respect to said loss or damage and Purchaser shall receive an adjustment to the Purchase Price for any deductible or self-insured amount, less in either case any costs incurred by Seller in repairing the damage and securing the Property. If such damage or destruction does not affect a material portion of the Property, Seller shall assign and/or pay to Purchaser at Closing all insurance proceeds collected or claimed with respect to said loss or damage and Purchaser shall receive an adjustment to the Purchase Price for any deductible or self-insured amount, less in either case any costs incurred by Seller in repairing the damage and securing the Property. In any such case where this Agreement is not terminated and the Closing occurs, the rights and obligations of the parties in respect of the repair and restoration of such damage, and the insurance proceeds shall be determined pursuant to the Lease. For purposes of this Section 6.1, damages to a "material portion" of the Property shall be deemed to be (i) be returned damages reasonably estimated by Purchaser to Purchasercost in excess of $250,000.00 to repair, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. In the event of any damage to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, damages reasonably likely in Purchaser’s sole discretion, will 's reasonable judgment to take more than six (a6) be returned months to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect and the parties shall have no further obligations or liabilities with respect to this Agreementrepair.

Destruction or Damage. Notwithstanding any contrary provision of this AgreementIf, if at any time prior during the Lease Term, the Facility Premises, or any portion thereof, should be materially damaged or destroyed by any fire or any other casualty, then Tenant shall promptly give written notice thereof to the Closing Landlord. Subject to the Aircraft is destroyed or damaged in rights of any Leasehold Mortgagee, all property insurance proceeds available pursuant to Section 15(ce) hereof shall be used to repair and restore the Facility Premises, provided that if the total amount of insurance proceeds for such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent feesclaims (“Insurance Proceeds”) exceeds $50,000, the Depositsame shall be paid into an escrow account, with a single escrow agent which shall be appointed by Xxxxxx’s Leasehold Mortgagee or, if Tenant has no Leasehold Mortgagee, such escrow agent shall be appointed jointly by Landlord and Tenant, both parties agreeing to use reasonable efforts to agree on such appointment. Payments from such escrow account shall conform to the requirements of the Development Agreement for Disbursements of City Funds for Public Costs and in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller any event made in accordance with usual and reasonable disbursement requirements of the Aircraft Operator AgreementLeasehold Mortgagee. Tenant shall, as amended from time-to-timeat its sole cost and expenses, originally entered into on March 22subject to receipt of the Insurance Proceeds, 2022 between Blade Urban Air Mobilityrestore, Inc.repair and/or rebuild the damaged or destroyed structures and other improvements to the condition that such structures and improvements existed prior to such casualty. Such restorations, M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLCrepairs, and Atlas Jet, Inc. or follow on agreement rebuilding shall be commenced as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to soon as practicable following the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt occurrence of such amountsdamage or destruction and shall thereafter be prosecuted continuously to completion with diligence. Notwithstanding the foregoing, this Agreement shall terminate and be of no further force unless the destruction or effect. In damage was due to Tenant’s gross negligence or willful misconduct, if the event of any damage then-existing Lease Term is equal to the Aircraft following the Effective Date (other or less than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days years or the cost of Seller’s notification to Purchaser restoring the Facility Premises shall exceed fifty percent (“Damage Inspection”). Purchaser shall, within five (550%) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closingreplacement cost of the Facility Premises, or (ii) Tenant shall have the right to terminate this Agreement. In Lease by giving the event that Purchaser elects City Representative written notice of Xxxxxx’s election to terminate this Agreement as a result of do so within ninety (90) days after the date on which such damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees)destruction occurred, and upon receipt of such amountsnotice being given, this Agreement the Lease Term shall automatically terminate and be end effective as of no further force the date of damage or effect and destruction. If Tenant does terminate the parties shall have no further obligations or liabilities Lease pursuant to this Section 16, subject to the rights of any Leasehold Mortgagee, all Insurance Proceeds payable to Tenant with respect to this Agreementany casualty at the Facility Premises shall be paid to Tenant and Landlord in equal amounts (i.e., split 50-50). If Landlord or Tenant, as the case may be, failed to maintain the insurance required under Section 15(ce) hereof, the amount of the Insurance Proceeds shall be deemed to be the amount Landlord or Tenant, as the case may be, would have collected less normal and customary reimbursement costs had Landlord or Tenant, as the case may be, maintained the insurance required under Section 15(ce) hereof with a reputable third-party insurer.

Destruction or Damage. Notwithstanding In the event any contrary provision of this Agreement, if at any time the Property is damaged or destroyed prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Escrow Agent feessuch damage or destruction (a) is an insured casualty, (b) would cost less than Ten Million Dollars ($10,000,000.00) to repair or restore and (c) none of Xxxxxxx'x, XX Penney, Dillard's, Hi-Tech Institute or Premier Theater has the Depositright to terminate its lease pursuant to the terms thereof as a result of such damage or destruction, then this Agreement shall remain in Purchaser’s sole discretionfull force and effect, will (i) be returned and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to Purchaserthe deductible amount applicable under Seller's casualty policy less all costs and expenses, or (ii) continue to be held including attorneys' fees and expenses, incurred by Seller as of the Closing Date in accordance connection with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable negotiation and/or settlement of the casualty claim with the insurer (“Operator Agreement”the "Realization Costs"), and Seller shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Seller's right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insurance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage the Property is damaged or destroyed prior to the Aircraft following Closing Date and the Effective Date cost of repair would equal or exceed Ten Million Dollars (other than Total Loss occurring prior to Closing$10,000,000.00), Seller shall promptly notify Purchaser in writing the casualty is an uninsured casualty, or any of Xxxxxxx'x, XX Penney, Dillard's, Hi-Tech Institute or Premier Theater has the right to terminate its lease pursuant to the terms thereof as a result of such damage. Purchaser will damage or destruction then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, but not the obligationat its election, to terminate this Agreement. Buyer shall have its technical representatives inspect the Aircraft within ten thirty (1030) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of Seller’s notification a written election notice (the "Election Notice") and the Closing Date shall be extended, if necessary, to Purchaser provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (“Damage Inspection”). Purchaser shall, within five (530) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft day period shall be repaired by Seller in anticipation of the Closing, or (ii) deemed an election not to terminate this Agreement. In the event that Purchaser elects Buyer does not elect to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Seller shall assign to Buyer all of no further force Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations or liabilities with respect receive a credit against the Purchase Price equal to this Agreementthe deductible amount (less the Realization Costs) under Seller's casualty insurance policy.

Destruction or Damage. Notwithstanding any contrary provision of this Agreement, if at any time (a) In the event the Property is damaged or destroyed prior to the Closing Date, Prudential shall notify REIT OP in writing of such fact promptly after obtaining knowledge thereof and provide to REIT OP such appropriate information as Prudential may have in its possession regarding the Aircraft extent and nature of such casualty. If any such damage or destruction (a) is caused by an insured casualty and (b) would cost less than or equal to Five Million Dollars ($5,000,000.00) to repair or restore, then this Agreement shall remain in full force and effect and REIT OP shall acquire the Property upon the terms and conditions set forth herein. In such event, REIT OP shall receive a credit against the Purchase Price equal to the deductible amount applicable under Prudential's casualty insurance policy (less all reasonable out of pocket costs and expenses, including attorneys' fees and costs, incurred by Prudential as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the "REALIZATION COSTS")), and Prudential shall ----------------- assign to REIT OP all of Prudential's right, title and interest in and to all proceeds of insurance on account of such damage or destruction. In the event the Property is damaged or destroyed or damaged in such prior to the Closing Date by an insured casualty and as a manner that constitutes a Total Loss, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will result (i) be returned to Purchaser, the cost of repair or restoration would cost more than Five Million Dollars ($5,000,000.00) or (ii) continue a Major Tenant exercises a right under its Lease to be held by Seller terminate such Lease then, notwithstanding anything to the contrary set forth above in this Section, to the contrary set forth above in this Section, REIT OP shall have the right, at its election, either (i) to terminate this Agreement or (ii) to proceed to purchase and shall the Property in accordance with the Aircraft Operator terms of this Agreement. REIT OP shall have thirty (30) days after Prudential notifies REIT OP that a casualty has occurred to make such election by delivery to Prudential of a written election notice (the "ELECTION -------- NOTICE") and the Closing Date shall be extended, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. In the event of any damage to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationif necessary, to have its technical representatives inspect provide ------ sufficient time for REIT OP to make such election. The failure by REIT OP to deliver the Aircraft Election Notice within ten such thirty (1030) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft day period shall be repaired by Seller in anticipation of the Closing, or (ii) deemed an election not to terminate this Agreement. In the event that Purchaser elects REIT OP does not elect to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be of no further force or effect and at the parties Closing, Prudential shall have no further obligations assign to REIT OP all of Prudential's right, title and interest in and to any and all proceeds of insurance on account of such damage or liabilities with respect destruction, if any, and, if the casualty was an insured casualty, REIT OP shall receive a credit against the Purchase Price equal to this Agreementthe deductible amount (less the Realization Costs) under Prudential's casualty insurance policy.

Destruction or Damage. Notwithstanding In the event that either of the Properties shall be damaged or destroyed by fire or any contrary provision of this Agreement, if at any time other casualty ("Casualty") prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossClosing, Seller will pay shall give Purchaser written notice of such event, which notice shall include a description of the Casualty in reasonable detail, an estimate of the cost of repair or restoration thereof and a description of any Escrow Agent feeseffect thereof upon any existing Space Leases. In the event the Premises shall suffer a Casualty less than "substantial destruction", as defined below, this Contract shall remain in full force and effect and on the DepositClosing Seller shall transfer and/or assign to Purchaser any and all monies and claims (including, in without limitation, Purchaser’s sole discretion's share of any monies and claims relating to the value of lost rentals) received by or accrued to Seller on account of such Casualty, will (i) be returned to Purchaserless such sums, or (ii) continue to be held if any, as shall have been expended by Seller (with Purchaser's consent, except in accordance cases of repairs to correct imminently dangerous conditions for which no consent shall be required) in connection with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLCrepair or restoration of such Casualty, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller there shall reimburse Purchaser for all documented costs incurred by Purchaser related to be credited towards the attempted purchase Purchase Price the amount of any deductible under the Aircraft (including attorney’s fees), and upon receipt of insurance policy covering such amounts, this Agreement shall terminate and be of no further force or effectCasualty. In the event of any damage substantial destruction of either of the Properties, Purchaser shall have the option, exercisable by written notice to Seller not later than fifteen (15) days after the later of (y) the giving of Seller's notice required pursuant to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing first sentence of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires this subparagraph (i) that the Aircraft be repaired by Seller in anticipation of the Closing), or (iiz) the determination of the cost to terminate repair or restore pursuant to the last sentence of this Agreementsubparagraph (i), to cancel this Contract. In the event that If Purchaser so elects to terminate cancel this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent feesContract, the Deposit (and the Additional Deposit, in Purchaser’s sole discretionif applicable) and the Promissory Note (and the Additional Promissory Note, will (aif applicable) shall be promptly returned to Purchaser and this Contract shall be deemed cancelled and of no force and effect and neither party shall have any further rights or liabilities against or to the other. If Purchaser does not so elect to cancel this Contract, this Contract shall remain in full force and effect and on the Closing Seller shall transfer and/or assign to Purchaser any and all monies and claims (including, without limitation, Purchaser's share of any monies and claims relating to the value of lost rentals) received by or accrued to Seller on account of such substantial destruction, or (b) continue to be held less such sums, if any, that shall have been expended by Seller (with Purchaser's consent, except in accordance cases of repairs to correct imminently dangerous conditions for which no consent shall be required) in connection with Operator Agreementthe repair or restoration of such Casualty, and Seller there shall reimburse Purchaser for all documented costs incurred by Purchaser related to be credited towards the attempted purchase Purchase Price the amount of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect and the parties shall have no further obligations or liabilities with respect to this Agreement.any deductible under

Destruction or Damage. Notwithstanding In the event that the Property, or any contrary provision of this Agreementpart thereof, if at shall be damaged or destroyed by fire or any time other casualty ("CASUALTY") prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay any Escrow Agent fees, shall give Purchaser prompt written notice of such event together with an estimate of the Deposit, in Purchaser’s sole discretion, cost and time to restore prepared by an independent insurance examiner or -24- engineer selected by Seller. If the Casualty will (ia) be returned require more than $500,000.00 to Purchaserrepair, or (iib) continue to be held by Seller result in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/termination of any Space Lease (each event described in (a) or (b/) herein called a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”"CASUALTY TERMINATION EVENT"), and Purchaser may cancel this Contract by notice to Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. In the event of any damage to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of after receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify from Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, cost and time to restore or (ii) that a Space Tenant has terminated its Space Lease pursuant to terminate its terms, in which event this AgreementContract shall be deemed terminated and of no force and effect and neither party shall have any further rights or liabilities against or to the other except for those provisions expressly stated to survive the termination of this Contract and Seller shall cause the return of the Deposit to Purchaser. In Notwithstanding anything contained herein to the contrary, in the event that Purchaser elects to terminate this Agreement as of a result of damage in accordance with this Article 8.2.2Casualty Termination Event, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned may cancel this Contract by notice to Purchaser, in which event this Contract shall be deemed terminated and of no force and effect and neither party shall have any further rights or liabilities against or to the other except for those provisions expressly stated to survive the termination of this Contract and Seller shall cause the return of the Deposit to Purchaser. If there is no Casualty Termination Event or if Purchaser or Seller do not timely elect to cancel the Contract in the event of a Casualty Termination Event, this Contract shall remain in full force and effect and, on the Closing, Seller shall transfer and/or assign to Purchaser any and all monies and claims received by and/or accrued to Seller on account of such Casualty (b) continue to be held and shall pay Purchaser the amount of any deductible payable under Seller's insurance policy), less such sums, if any, as shall have been actually and reasonably expended by Seller in accordance connection with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt repair or restoration of such amounts, this Agreement shall terminate and be Casualty or the prosecution of no further force or effect and the parties shall have no further obligations or liabilities with respect to this Agreementsuch claim.

Destruction or Damage. Notwithstanding In the event any contrary provision of this Agreement, if at any time the Property is damaged or destroyed prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Escrow Agent feessuch damage or destruction (a) is an insured casualty and (b) would cost less than Five Million Dollars ($5,000,000.00 ) to repair or restore, then this Agreement shall remain in full force and effect and Buyer shall acquire the DepositProperty upon the terms and conditions set forth herein. In such event, in Purchaser’s sole discretionBuyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller's casualty policy (less all costs and expenses, will (i) be returned to Purchaserincluding attorneys' fees and costs, or (ii) continue to be held incurred by Seller as of the Closing Date in accordance connection with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable negotiation and/or settlement of the casualty claim with the insurer (“Operator Agreement”the "Realization Costs")), and Seller shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Seller's right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insurance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage the Property is damaged or destroyed prior to the Aircraft following Closing Date and the Effective Date cost of repair would equal or exceed Five Million Dollars (other than Total Loss occurring prior $5,000,000.00) or the casualty is an uninsured casualty, then, notwithstanding anything to Closing)the contrary set forth above in this section, Seller Buyer shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationat its respective election, to terminate this Agreement. Buyer shall have its technical representatives inspect the Aircraft within ten (10) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to the other of Seller’s notification a written election notice (the "Election Notice") and the Closing Date shall be extended, if necessary, to Purchaser provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such ten (“Damage Inspection”). Purchaser shall, within five (510) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft day period shall be repaired by Seller in anticipation of the Closing, or (ii) deemed an election not to terminate this Agreement. In the event that Purchaser neither party elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Seller shall assign to Buyer all of no further force Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations or liabilities with respect receive a credit against the Purchase Price equal to this Agreementthe deductible amount (less the Realization Costs) under Seller's casualty insurance policy.

Destruction or Damage. Notwithstanding In the event that the Property, or any contrary provision of this Agreementpart thereof, if at shall be damaged or destroyed by fire or any time other casualty (“Casualty”) prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay any Escrow Agent fees, shall give Purchaser prompt written notice of such event together with an estimate of the Deposit, in Purchaser’s sole discretion, cost and time to restore prepared by an independent insurance examiner or engineer selected by Seller. If the Casualty will (ia) be returned require more than Two Hundred Fifty Thousand Dollars ($250,000) to Purchaserrepair, or (iib) continue entitle any Major Tenant to be held by Seller terminate any Space Lease (each event described in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/(a) or (b/) herein called a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator AgreementCasualty Termination Event”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, may cancel this Agreement shall terminate and be of no further force or effect. In the event of any damage by notice to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of after receipt of Seller’s notice or upon completion of its Damage Inspectionfrom Seller specifying the Casualty Termination Event, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) to terminate this Agreement. In the which event that Purchaser elects to terminate this Agreement as a result shall be deemed terminated and of damage in accordance with no force and effect and neither party shall have any further rights or liabilities against or to the other except for those provisions expressly stated to survive the termination of this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, Agreement and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to cause the attempted purchase return of the Aircraft Deposit (including attorney’s fees), and upon receipt or the Letter of such amountsCredit or the proceeds thereof) to Purchaser. If there is no Casualty Termination Event or if Purchaser does not timely elect to cancel this Agreement in the event of a Casualty Termination Event, this Agreement shall terminate remain in full force and be of no further force or effect and the parties any insurance proceeds paid or payable to Fee Owners on account of such Casualty, less such sums, if any, as shall have no further obligations been actually and reasonably incurred by Fee Owners in connection with the repair or liabilities with respect restoration of such Casualty or the prosecution of such claim, shall be retained by Fee Owners so that the same may be employed after Closing to this Agreementrepair or restore such casualty or to be otherwise used or distributed as Fee Owners shall elect.

Destruction or Damage. Notwithstanding In the event any contrary provision of this Agreement, if at any time the Property is damaged or destroyed prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Escrow Agent feessuch damage or destruction (a) is an insured casualty and (b) would cost less than Two Hundred Fifty Thousand Dollars ($250,000) to repair or restore, then this Agreement shall remain in full force and effect and Buyer shall acquire the DepositProperty upon the terms and conditions set forth herein. In such event, in Purchaser’s sole discretionBuyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller's casualty policy (less all costs and expenses, will (i) be returned to Purchaserincluding attorneys' fees and costs, or (ii) continue to be held incurred by Seller as of the Closing Date in accordance connection with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable negotiation and/or settlement of the casualty claim with the insurer (“Operator Agreement”the "Realization Costs")), and Seller shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Seller's right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insurance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage the Property is damaged or destroyed prior to the Aircraft following Closing Date and the Effective Date cost of repair would equal or exceed Two Hundred Fifty Thousand Dollars (other than Total Loss occurring prior to Closing$250,000), or the casualty is an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this section, either Buyer or Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationat its respective election, to terminate this Agreement. Buyer and Seller shall have its technical representatives inspect the Aircraft within ten thirty (1030) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to the other of Seller’s notification a written election notice (the "Election Notice") and the Closing Date shall be extended, if necessary, to Purchaser provide sufficient time for Buyer or Seller to make such election. The failure by Buyer and Seller to deliver the Election Notice within such thirty (“Damage Inspection”). Purchaser shall, within five (530) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft day period shall be repaired by Seller in anticipation of the Closing, or (ii) deemed an election not to terminate this Agreement. In the event that Purchaser neither party elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Seller shall assign to Buyer all of no further force Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations or liabilities with respect receive a credit against the Purchase Price equal to this Agreementthe deductible amount (less the Realization Costs) under Seller's casualty insurance policy.

Destruction or Damage. Notwithstanding In the event any contrary provision of this Agreement, if at any time the Property is damaged or destroyed prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Escrow Agent feessuch damage or destruction (a) is an insured casualty, (b) would cost less than Three Million Dollars ($3,000,000.00) to repair or restore, and (c) does not involve an Adverse Lease Condition, then this Agreement shall remain in full force and effect, and Buyer shall acquire the DepositProperty upon the terms and conditions set forth herein. In such event, in Purchaser’s sole discretionBuyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller's casualty policy less all costs and expenses, will (i) be returned to Purchaserincluding attorneys' fees and expenses, or (ii) continue to be held incurred by Seller as of the Closing Date in accordance connection with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable negotiation and/or settlement of the casualty claim with the insurer (“Operator Agreement”the "Realization Costs"), and Seller shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Seller's right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insurance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage the Property is damaged or destroyed prior to the Aircraft following Closing Date and the Effective Date cost of repair would equal or exceed Three Million Dollars (other than Total Loss occurring prior $3,000,000.00) or the casualty is an uninsured casualty or involves an Adverse Lease Condition, then, notwithstanding anything to Closing)the contrary set forth above in this section, Seller Buyer shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationat its election, to terminate this Agreement. Buyer shall have its technical representatives inspect the Aircraft within ten thirty (1030) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of Seller’s notification a written election notice (the "Election Notice") and the Closing Date shall be extended, if necessary, to Purchaser provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (“Damage Inspection”). Purchaser shall, within five (530) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft day period shall be repaired by Seller in anticipation of the Closing, or (ii) deemed an election not to terminate this Agreement. In the event that Purchaser elects Buyer does not elect to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Seller shall assign to Buyer all of no further force Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations or liabilities with respect receive a credit against the Purchase Price equal to this Agreementthe deductible amount (less the Realization Costs) under Seller's casualty insurance policy.

Destruction or Damage. Notwithstanding In case of any contrary provision casualty to the Building or the Premises, Tenant shall promptly give written notice thereof to Landlord. Landlord shall, at its expense but only to the extent of available insurance proceeds disbursed to Landlord, restore, repair and rebuild or alter the Premises as nearly as practicable to its condition and character immediately prior to such damage or destruction. Such restoration, repairs, replacements, or rebuilding shall be commenced and prosecuted with reasonable diligence. The term of this AgreementLease shall be extended by the period of time Tenant is prevented from occupying the Premises during the course of the repair, rebuilding or restoration of the Premises. Within sixty (60) days or sooner of such casualty, Landlord shall provide a schedule for rebuilding and restoration and if at such schedule determines that Landlord cannot complete the restoration and repair of the Premises within nine (9) months after such fire or other casualty, then Tenant may terminate this Lease and Tenant's liability for rent and all liability of the Landlord under this Lease shall cease upon Tenant's termination of said Lease. If the Premises, or any time prior portion thereof, is rendered untenantable due to the Closing occurrence of casualty, all rent shall be equitably abated by Landlord from the Aircraft is destroyed or damaged in date of such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related casualty to the attempted purchase date of restoration or repair by Landlord. Subject to the Aircraft (including attorney’s fees)terms hereof, and upon receipt no destruction of such amounts, this Agreement shall terminate and be of no further force or effect. In the event of any damage to the Aircraft following the Effective Date (Premises or any part thereof by fire or any other than Total Loss occurring prior casualty shall permit Tenant to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice surrender or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) to terminate this Agreement. In Lease and Tenant waives any rights now or hereafter conferred upon it by statute or otherwise to quit and surrender this Lease or the event that Purchaser elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay Building or any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect and the parties shall have no further obligations or liabilities with respect to this Agreementpart thereof.

Destruction or Damage. Notwithstanding If any contrary provision of this Agreement, if at any time Individual Property is damaged or destroyed in whole or in part prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent feesDate, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement Individual Property shall terminate and be of no further force or effect. In the event of any damage to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser Buyer in writing of such damagefact promptly after obtaining knowledge thereof. Purchaser will If any such damage or destruction would cost less than two percent (2%) of the portion of the Purchase Price allocated to such Individual Property to repair or restore, then this Agreement shall remain in full force and effect and Buyer shall acquire the Property (including such Individual Property so damage or destroyed) upon the terms and conditions set forth in this Agreement. In such event, Buyer shall receive a credit against the Purchase Price allocable to such Individual Property equal to the deductible amount applicable under such Seller’s casualty policy (less all reasonable third party costs and expenses, including attorneys’ fees and costs, incurred by such Seller as of the Closing Date in connection with the negotiation and/or settlement of the casualty claim with the insurer (the “Realization Costs”)) as well as an amount equal to all self-insured and uninsured amounts, and, such Seller shall assign to Buyer all of such Seller’s right, title and interest in and to all proceeds of insurance on account of such damage or destruction to the extent such proceeds have not been used to reimburse such Seller to the extent the Seller has undertaken to restore or to perform repairs to the Improvements (and, if such Seller has performed restoration or repairs to the Improvements and has not been reimbursed therefor from insurance proceeds, then such Seller shall be entitled to a credit at Closing with respect to such Seller’s Individual Property in the reasonable actual amount expended by such Seller to perform such repairs or restoration). If any Individual Property is damaged or destroyed prior to the Closing Date and the cost of repair would equal or exceed two percent (2%) of the portion of the Purchase Price allocated to such Individual Property, then, notwithstanding anything to the contrary set forth above in this section, Buyer shall have the right, but not the obligationat its election, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) to terminate this AgreementAgreement with respect to the Individual Property suffering such damage and the Seller owning such Individual Property. In the event that Purchaser If Buyer elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent feesaforesaid, the Deposit, in Purchaser’s sole discretion, will provisions of Section 10.4 shall apply. Buyer shall have thirty (a30) be returned days after a Seller notifies Buyer that a casualty has occurred to Purchaser, or make such election by delivery to Sellers of a written election notice (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees“Election Notice”), and upon receipt of the Closing Date shall be extended, if necessary, to provide a reasonable time for Buyer to make such amountselection. The failure by Buyer to deliver the Election Notice within such thirty (30) day period shall be deemed an election not to terminate this Agreement as to such Individual Property. If Buyer does not elect to terminate this Agreement as set forth above, this Agreement shall terminate remain in full force and effect, but, the applicable Seller shall assign to Buyer all of such Seller’s right, title and interest in and to any and all proceeds of insurance on account of such damage or destruction, if any, to the extent such proceeds have not been used to reimburse such Seller to the extent such Seller has undertaken to restore or to perform repairs to the Improvements of such Seller’s Individual Property. If any Seller has performed restoration or repairs to the Improvements of such Seller’s Individual Property and has not been reimbursed therefor from insurance proceeds, then such Seller shall be of no further force or effect and the parties shall have no further obligations or liabilities entitled to a credit at Closing with respect to such Seller’s Individual Property in the reasonable actual amount expended by such Seller to perform such repairs or restoration, and Buyer shall receive a credit against the Purchase Price allocable to such Seller’s Individual Property equal to the deductible amount (less the Realization Costs) under such Seller’s casualty insurance policy as well as an amount equal to all self-insured and uninsured amounts. If Buyer does not elect to terminate this AgreementAgreement as aforesaid, then in no event shall any Seller agree to any settlement of insurance proceeds in connection with any damage or destruction of the Property or any part thereof without Buyer’s written consent, not to be unreasonably withheld, conditioned or delayed.

Destruction or Damage. Notwithstanding any contrary provision of this Agreement, if at any time prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. [a] In the event the premises or a portion of any damage the Building is damaged by fire or other insured casualty, Landlord shall diligently repair the same to the Aircraft following extent possible with the Effective Date (other than Total Loss occurring prior insurance proceeds received by Landlord, subject to Closing)the provisions of this section hereinafter set forth, Seller if such repairs can in Landlord's opinion be made within 90 days after issuance of a building permit therefor under the laws and regulations of federal, state and local governmental authorities having jurisdiction thereof. In such event this Lease shall promptly notify Purchaser remain in writing full force and effect except that if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant's agents, contractors, employees, subtenants, licensees, invitees or visitors, all abatement of basic rent shall be allowed Tenant for such part of the Premises as shall be rendered unusable by Tenant in the conduct of its business during the time such part is so unusable. Notwithstanding the foregoing, if such damage shall occur during the final year of the term of this Lease, Landlord shall not be obligated to repair such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) may instead elect to terminate this AgreementLease upon written notice given to Tenant within 30 days after the date of such fire or other casualty, in which event this Lease shall terminate as of the termination date specified in Landlord's notice. In [b] If such repairs cannot in Landlord's opinion be made within 90 days after issuance of a building permit therefor or if such damage is uninsured, Landlord may elect upon notice to Tenant given 60 days after the date of such fire or other casualty to [i] repair or restore such damage, in which event that Purchaser elects to this Lease shall continue in full force and effect, but basic rent shall be partially abated as hereinabove in this section provided or [ii] terminate this Agreement Lease in which event this Lease shall terminate as a result of the termination date specified in Landlord's notice. [c] A total destruction of the Building automatically shall terminate this lease. Landlord and Tenant acknowledge that this Lease constitutes the entire agreement of the parties regarding events of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreementdestruction, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to Tenant waives the attempted purchase provisions of the Aircraft (including attorney’s fees), California Civil Code Sections 1932[2] and upon receipt of such amounts, this Agreement shall terminate 1933[4] and be of no further force any similar statute now or effect and the parties shall have no further obligations or liabilities with respect to this Agreementhereafter in force.

Destruction or Damage. Notwithstanding In the event that the Property, or any contrary provision of this Agreementpart thereof, if at shall be damaged or destroyed by fire or any time other casualty (“Casualty”) prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay any Escrow Agent fees, shall give Purchaser prompt written notice of such event together with an estimate of the Deposit, in Purchaser’s sole discretion, cost and time to restore prepared by an independent insurance examiner or engineer selected by Seller. If the Casualty will (ia) be returned require more than $500,000 to Purchaserrepair, or (iib) continue result in any Major Tenant having the right to be held by Seller terminate its Space Lease (each event described in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/(a) or (b/) herein called a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator AgreementCasualty Termination Event”), and Purchaser may cancel this Contract by notice to Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. In the event of any damage to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days after receipt of Seller’s notification notice from Seller specifying the Casualty Termination Event, in which event this Contract shall be deemed terminated and of no force and effect and neither party shall have any further rights or liabilities against or to the other except for those provisions expressly stated to survive the termination of this Contract and Seller shall cause the return of the Deposit to Purchaser. Notwithstanding anything contained herein to the contrary, in the event of a Casualty Termination Event, Seller may cancel this Contract by notice to Purchaser, in which event this Contract shall be deemed terminated and of no force and effect and neither party shall have any further rights or liabilities against or to the other except for those provisions expressly stated to survive the termination of this Contract and Seller shall cause the return of the Deposit to Purchaser. If there is no Casualty Termination Event or if Purchaser does not timely elect to cancel the Contract in the event of a Casualty Termination Event, this Contract shall remain in full force and effect and, on the Closing, Seller shall transfer and/or assign to Purchaser (“Damage Inspection”). Purchaser shallany and all monies and claims received by and/or accrued to Seller on account of such Casualty, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspectionless such sums, whichever occurs laterif any, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired as shall have been actually and reasonably expended by Seller in anticipation of connection with the Closing, repair or (ii) to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt restoration of such amounts, this Agreement Casualty or the prosecution of such claim and Purchaser shall terminate and be receive a credit at Closing in the amount of no further force or effect and the parties shall have no further obligations or liabilities with respect to this Agreementany deductible.