Exhibit 10.18


 


WHEELS UP PARTNERS HOLDINGS LLC OPTION
PLAN


 


I.            PURPOSE
AND DEFINITIONS


 


A.            PURPOSE
OF THE PLAN


 


The purpose of this Plan is to
(a) provide incentives to those members of management of the Company and its Affiliates whose performance will contribute
to the long-term success and growth of the Company and its Affiliates; (b) improve the ability of the Company and its Affiliates
to attract and retain employees and consultants of high competence; and (c) help build loyalty to the Company and its Affiliates
through recognition and the opportunity for equity ownership and/or awards the value of which is derived indirectly from the value
of the Company.


 


B.            DEFINITIONS


 


Unless otherwise specified or unless
the context otherwise requires, the following terms, as used in this Plan, have the following meanings:


 


		1.	Affiliate has the meaning set forth in the Operating Agreement.



 


		2.	Board means the Board of Directors of the Company.



 


		3.	Code means the Internal Revenue Code of 1986, as amended.



 


		4.	Committee means the committee to which the Board delegates the power to act under or pursuant
to the provisions of the Plan, or the Board if no committee is selected.



 


		5.	Company means Wheels Up Partners Holdings LLC, a Delaware limited liability company, and
includes any successor or assignee entity or entities into which the Company may be merged, changed, converted or consolidated;
any corporation or other entity for whose securities the securities of the Company shall be exchanged; and any assignee of or successor
to substantially all of the assets of the Company.



 


		6.	Disability or Disabled means permanent and total disability as defined in Section 22(e)(3) of
the Code.



 


		7.	Eligible Employee means an employee of the Company or of an Affiliate (including, without
limitation, an employee who also is serving as an officer or director of the Company or of an Affiliate), designated by the Board
or the Committee as being eligible to be granted one or more Options under the Plan.



 






     


     


    

 


		8.	Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, or
any successor statute thereto.



 


		9.	Fair Market Value means the fair market value as determined in good faith by the Committee.



 


		10.	Interests means Common Interests of the Company as defined in the Operating Agreement or
any equity securities into which the Common Interests are changed or converted or for which they are exchanged within the provisions
of Article VI of the Plan.



 


		11.	Non-Employee means a non-employee director, consultant, or independent contractor of the
Company or of an Affiliate who is designated by the Board or the Committee as being eligible to be granted one or more Options
under the Plan. For purposes of this Plan, a non-employee director shall be deemed to include the employer or other designee of
such non-employee director, if the non-employee director is required, as a condition of his or her employment, to provide that
any Option granted hereunder be made to the employer or other designee.



 


		12.	Operating Agreement means the Third Amended and Restated Limited Liability Company Agreement
of the Company, dated as of September 18, 2015, as same may be amended from time to time.



 


		13.	Option means a right or option granted under the Plan.



 


		14.	Option Agreement means an agreement between the Company and a Participant executed and delivered
pursuant to the Plan.



 


		15.	Participant means an Eligible Employee or Non-Employee to whom one or more Options are granted
under the Plan.



 


		16.	Plan means this Wheels Up Partners Holdings LLC Option Plan, as amended from time to time.



 


II.            INTERESTS
SUBJECT TO THE PLAN


 


The aggregate number of Interests
as to which Options may be granted from time to time shall be 2,850,000 Interests (subject to adjustment for splits, dividends,
and other adjustments described in Article VI hereof).


 


Interests subject to
Options that are forfeited, terminated, expire unexercised, canceled by agreement of the Company and the Participant (whether
for the purpose of repricing such Options or otherwise), settled in cash in lieu of Interests or in such manner that all or
some of the Interests covered by such Options are not issued to a Participant (or, if issued to the Participant, are returned
to the Company by the Participant pursuant to a right of repurchase or right of first refusal exercised by the Company),
shall immediately become available for Options. In addition, if the exercise price of any Option is satisfied by tendering
Interests to the Company (by actual delivery or attestation), only the number of Interests issued net of the Interests
tendered shall be deemed delivered for purposes of determining the maximum number of Interests available for Options.


 



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For purposes of any applicable
state securities law requirements, to the extent that any Options awarded under this Plan are granted in reliance upon an exemption
from the registration requirements of the Securities Act of 1933 other than Rule 701 promulgated pursuant thereto, this Plan
shall be considered to be comprised of two distinct plans, one applicable for awards granted in reliance upon the exemption set
forth in such Rule 701 and one applicable for all other awards and each of which shall have identical terms; provided, that
the maximum number of Interests that may be awarded under the two plans on a combined basis shall not exceed the number set forth
above.


 


III.           ADMINISTRATION OF THE PLAN


 


The Plan shall be administered
by the Committee. A majority of the Committee shall constitute a quorum at any meeting thereof (including by telephone conference)
and the acts of a majority of the members present, or acts approved in writing by a majority of the entire Committee without a
meeting, shall be the acts of the Committee for purposes of this Plan. The Committee may authorize one or more of its members or
an officer of the Company to execute and deliver documents on behalf of the Committee. A member of the Committee shall not exercise
any discretion respecting himself or herself under the Plan. The Board shall have the authority to remove or replace any member
of, and to fill any vacancy on, the Committee upon notice to the Committee and the affected member, if any. Any member of the Committee
may resign upon notice to the Board. If permitted by applicable law, and in accordance with any such law, the Committee may allocate
among one or more of its members, or may delegate to one or more of its agents, such duties and responsibilities as it determines.


 


Subject to the provisions of the Plan, the Committee
is authorized to:


 


		A.	interpret the provisions of the Plan or of any Option or Option Agreement and to make all rules and
determinations which it deems necessary or advisable for the administration of the Plan;



 


		B.	determine which employees of the Company or of an Affiliate shall be designated as Eligible Employees
and which of the Eligible Employees shall be granted Options;



 


C.            determine
the Non-Employees to whom Options shall be granted;


 


D.            determine
the number of Interests for which an Option or Options shall be granted;


 


		E.	provide for the acceleration of the right to exercise an Option (or portion thereof); and



 


F.            specify
the terms and conditions upon which Options may be granted.


 


The Committee may delegate to
the chief executive officer and to other senior officers of the Company or its Affiliates its duties under the Plan pursuant to
such conditions or limitations as the Committee may establish. All determinations of the Committee shall be made by a majority
of its members. No member of the Committee shall be liable for any action or determination made in good faith with respect to the
Plan or any Option.


 






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IV.           ELIGIBILITY
FOR PARTICIPATION


 


The Committee may, at any time
and from time to time, grant one or more Options to one or more Eligible Employees or Non-Employees and may designate the number
of Interests to be subject to each Option so granted. Notwithstanding the foregoing, (i) the Committee may authorize the grant
of an Option to a person not then in the employ of or serving as a director, consultant, or independent contractor of the Company
or of an Affiliate, conditioned upon such person becoming eligible to become a Participant at or prior to the execution of the
Option Agreement evidencing the actual grant of such Option; and (ii) if the Company is not subject to the reporting requirements
of Section 13 or 15(d) of the Exchange Act, then the Committee may authorize the grant of an Option under this Plan to
a person who resides in the State of California only if such grant meets the requirements of Section 25102(o) of the
California Securities Law.


 


V.            TERMS
AND CONDITIONS OF OPTIONS


 


Each Option shall be set forth
in an Option Agreement, duly executed on behalf of the Company and by the Participant to whom such Option is granted. Except for
the setting of the exercise price under Paragraph A, no Option shall be granted and no purported grant of any Option shall be effective
until such Option Agreement shall have been duly executed on behalf of the Company and by the Participant. Each Option shall be
subject to at least the following terms and conditions:


 


A.            EXERCISE
PRICE


 


The exercise price per Interest
covered by each Option shall not, unless otherwise determined by the Committee, be less than the Fair Market Value of an Interest
on the date of the grant of the Option.


 


B.            NUMBER
OF INTERESTS


 


Each Option shall state the number of Interests
to which it pertains.


 



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C.            TERM
OF OPTION


 


Each Option shall terminate not
more than ten (10) years from the date of the grant thereof, or at such earlier time as the Option Agreement may provide,
and shall be subject to earlier termination as herein provided.


 


D.            DATE
OF EXERCISE


 


Upon the authorization of the
grant of an Option, or at any time thereafter, the Committee may, subject to the provisions of Paragraph C of this Article V,
prescribe the date or dates on which the Option becomes exercisable, may restrict exercise while a Participant is an employee of
the Company or an Affiliate and may provide that the Option rights become exercisable in installments over a period of years, and/or
upon the attainment of stated goals. Unless the Committee otherwise provides in writing, or unless otherwise required by law (including,
if applicable, the Uniformed Services Employment and Reemployment Rights Act), the date or dates on which the Option becomes exercisable
shall be tolled during any unpaid leave of absence. It is expressly understood that Options hereunder shall, unless otherwise provided
for in writing by the Committee, be granted in contemplation of, and earned by the Participant through the completion of, future
employment or service with the Company.


 


E.            MEDIUM
OF PAYMENT


 


The exercise price shall be paid
on the date of purchase specified in the notice of exercise, as set forth in Paragraph I. It shall be paid in such form as the
Committee shall, either by rules promulgated pursuant to the provisions of Article III of the Plan, or in the particular
Option Agreement, provide.


 


F.            TERMINATION
OF EMPLOYMENT OR SERVICE


 


		1.	A Participant who ceases to be an employee or Non-Employee of the Company or of an Affiliate for
any reason other than death or Disability, may exercise any Option granted to such Participant, to the extent that the right to
purchase Interests thereunder has become exercisable by the date of such termination, but only within six (6) months (or such
other period of time as the Committee may determine), after such date, or, if earlier, within the originally prescribed term of
the Option, and subject to the conditions that (i) no Option shall be exercisable after the expiration of the term of the
Option and (ii) unless the Committee otherwise provides, no Option that has not become exercisable by the date of such termination
shall at any time thereafter be or become exercisable. A Participant's employment or service shall not be deemed terminated by
reason of a transfer to another entity which is the Company or an Affiliate.



 






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		2.	Except as the Committee may otherwise expressly provide or determine, a Participant who is absent
from work with the Company or an Affiliate because of temporary disability (any disability other than a permanent and total Disability
as defined at Paragraph B(6) of Article I hereof), or who is on leave of absence for any purpose permitted by the Company
or by the Committee, shall not, during the period of any such absence, be deemed, by virtue of such absence alone, to have terminated
his or her employment or relationship with the Company or with an Affiliate.



 


		3.	Paragraph F(1) shall control and fix the rights of a Participant who ceases to be an employee
or Non-Employee of the Company or of an Affiliate for any reason other than death or Disability, and who subsequently becomes Disabled
or dies. Nothing in Paragraphs G and H of this Article V shall be applicable in any such case except that, in the event of
such a subsequent Disability or death within the six (6)-month period after the termination of employment (or such other period
determined by the Committee), the Participant or the Participant's estate or personal representative may exercise the Option permitted
by this Paragraph F, in the event of Disability, within twelve (12) months after the date that the Participant ceased to be an
employee or Non-Employee of the Company or of an Affiliate or, in the event of death, within twelve (12) months after the date
of death of such Participant, provided, in each case, that the Option must be exercised within its originally prescribed term.



 


G.            TOTAL
AND PERMANENT DISABILITY


 


A Participant who ceases to be
an employee or Non-Employee of the Company or of an Affiliate by reason of Disability may exercise any Option granted to such Participant
to the extent that the right to purchase Interests thereunder has become exercisable on or before the date such Participant becomes
Disabled as determined by the Committee. A Disabled Participant, or his estate or personal representative, shall exercise such
rights, if at all, only within a period of not more than twelve (12) months after the date that the Participant became Disabled
as determined by the Committee (notwithstanding that the Participant might have been able to exercise the Option as to some or
all of the Interests on a later date if the Participant had not become Disabled) or, if earlier, within the originally prescribed
term of the Option.


 


H.            DEATH


 


In the event that a
Participant to whom an Option has been granted ceases to be an employee or Non-Employee of the Company or of an Affiliate by
reason of such Participant's death, such Option, to the extent that the right is exercisable but not exercised on the date of
death, may be exercised by the Participant's estate or personal representative within twelve (12) months after the date of
death of such Participant or, if earlier, within the originally prescribed term of the Option, notwithstanding that the
decedent might have been able to exercise the Option as to some or all of the Interests on a later date if the Participant
were alive and had continued to be an employee or Non-Employee of the Company or of an Affiliate.


 






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I.              EXERCISE
OF OPTION AND ISSUANCE OF INTERESTS


 


Options shall be exercised by
giving written notice to the Company. Such written notice shall: (1) be signed by the person exercising the Option, (2) state
the number of Interests with respect to which the Option is being exercised, (3) if the Board, in its discretion, requires
the Interests to be represented by a certificate, contain the warranty required by Paragraph M of this Article V, and (4) specify
a date (other than a Saturday, Sunday or legal holiday) not less than five (5) nor more than ten (10) days after the
date of such written notice, as the date on which the Interests will be purchased. Such tender and conveyance shall take place
at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon by the Company
and the person or persons exercising the Option. On the date specified in such written notice (which date may be extended by the
Company in order to comply with any law or regulation which requires the Company to take any action with respect to the Interests
prior to the issuance thereof, whether pursuant to the provisions of Article VI or otherwise), the Company shall accept payment
for the Interests, and if the Board, in its sole discretion, requires the Interests to be represented by a certificate, the Company
shall deliver to the person or persons exercising the Option in exchange therefor an appropriate certificate or certificates and
the Optionee shall execute and become a party to the Operating Agreement. In the event of any failure to pay for the number of
Interests specified in such written notice on the date set forth therein (or on the extended date as above provided), the right
to exercise the Option shall terminate with respect to such number of Interests, but shall continue with respect to the remaining
Interests covered by the Option and not yet acquired pursuant thereto.


 


J.            RIGHTS
AS A MEMBER


 


No Participant to whom an Option
has been granted shall have rights as a member with respect to any Interests covered by such Option except upon the due exercise
of the Option and tender of the full exercise price.


 


K.            ASSIGNABILITY
AND TRANSFERABILITY OF OPTION


 


Unless otherwise permitted
by the Code, by Rule 16b-3 of the Exchange Act and by the exemption set forth under Section 12(g) of the
Exchange Act (Release No. 3456887), and by Section 260.140.41(d) of Title 10 of the California Code of
Regulations, if applicable, and approved in advance by the Committee, an Option granted to a Participant shall not be
transferable by the Participant and shall be exercisable, during the Participant's lifetime, only by such Participant or, in
the event of the Participant's incapacity, his guardian or legal representative. Except as otherwise permitted herein, such
Option shall not be assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and shall not be
subject to execution, attachment, or similar process. Any attempted transfer, assignment, pledge, hypothecation or other
disposition of any Option or of any rights granted thereunder contrary to the provisions of this Paragraph K, or the levy of
any attachment or similar process upon an Option or such rights, shall be null and void.


 






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L.            OTHER
PROVISIONS


 


The Option Agreements authorized
under the Plan shall be subject to such other terms and conditions including, without limitation, restrictions upon the exercise
of the Option, as the Committee shall deem advisable.


 


M.            PURCHASE
FOR INVESTMENT


 


Unless the Interests to be issued
upon the particular exercise of an Option shall have been effectively registered under the Securities Act of 1933, as now in force
or hereafter amended, the Company shall be under no obligation to issue the Interests covered by such exercise unless and until
the following conditions have been fulfilled. In accordance with the direction of the Committee, the persons who exercise such
Option shall warrant to the Company that, at the time of such exercise, such persons are acquiring their Interests for investment
and not with a view to, or for sale in connection with, the distribution of any such Interests, and shall make such other representations,
warranties, acknowledgments and/or affirmations, if any, as the Committee may require. If the Board, in its discretion, requires
that the Interests be represented by a certificate, the persons acquiring such Interests shall be bound by the provisions of the
following legend (or similar legend) which shall be endorsed upon the certificate(s) evidencing their Interests issued pursuant
to such exercise.


 


"THE SECURITIES REPRESENTED
BY THIS CERTIFICATE EVIDENCE AN INTEREST IN WHEELS UP PARNTERS HOLDINGS LLC (THE "COMPANY") AND ARE SUBJECT TO THE TERMS
AND CONDITIONS OF A THIRD AMENDED AND RESTATED LIMITED LIABLITY COMPANY AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME,
AND AN OPTION AGREEMENT BETWEEN THE COMPANY AND THE OPTIONEE, COPIES OF WHICH ARE ON FILE WITH AND AVAILABLE FROM THE SECRETARY
OF THE COMPANY. THE AGREEMENTS PROVIDE, AMONG OTHER THINGS, FOR RESTRICTIONS UPON THE HOLDER'S RIGHT TO TRANSFER THE INTERESTS
REPRESENTED HEREBY, AND FOR CERTAIN PRIOR RIGHTS TO PURCHASE AND CERTAIN OBLIGATIONS TO SELL THE INTERESTS EVIDENCED BY THIS CERTIFICATE
AT A DESIGNATED PURCHASE PRICE DETERMINED IN ACCORDANCE WITH THE AGREEMENTS. ANY ATTEMPTED TRANSFER OF THESE INTERESTS OTHER THAN
IN COMPLIANCE WITH THE AGREEMENTS SHALL BE VOID AND OF NO EFFECT. BY ACCEPTING THESE INTERESTS, ANY PERMITTED TRANSFERE AGREES
TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENTS."


 


"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REIGSTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR JURISDICTION, AND MAY NOT
BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT."


 


The Company may delay issuance
of the Interests until completion of any action or obtaining any consent that the Company deems necessary under any applicable
law (including without limitation state securities or "blue sky" laws).


 






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VI.           ADJUSTMENTS
UPON CHANGES IN CAPITALIZATION; SALE OF COMPANY


 


If the outstanding Interests
of the Company are changed into or exchanged for a different number or kind of interests or other equity securities of the Company
or of another entity by reason of any conversion, reorganization, merger, or consolidation, or if a change is made to the Interests
of the Company by reason of any recapitalization, reclassification, split, reverse split, combination of interests or distribution
payable in interests, or the like, the Company shall make adjustments to the Options (including, by way of example and not by way
of limitation, the grant of substitute options under the Plan or under the plan of such other entity) as it may determine to be
appropriate under the circumstances, and, in addition, appropriate adjustments shall be made in the number and kind of equity securities
and in the exercise price per security subject to outstanding options under the Plan or under the plan of such successor entity.
No such adjustment shall be made which shall, within the meaning of Section 409A of the Code, constitute such a modification,
extension, or renewal of an option as to cause the adjustment to be considered as the grant of a new option.


 


Notwithstanding anything
herein to the contrary, the Company may, in its sole discretion, accelerate the timing of the exercise provisions of any
Option in the event of (i) the adoption of a plan of merger or consolidation under which a majority of the Interests of
the Company would be eliminated, or (ii) a sale or exchange of all or any portion of the Company's assets or equity
securities. Alternatively, and notwithstanding anything herein to the contrary, the Company may, in its sole discretion and
without the consent of the Participants, provide for one or more of the following: (i) the assumption of the Plan and
outstanding Options by the surviving entity or its parent; (ii) the substitution by the surviving entity or its parent
of Options with substantially the same terms for such outstanding Options; (iii) immediate exercisability of such
outstanding Options followed by cancellation of such Options; and (iv) settlement of the intrinsic value of the
outstanding vested Options in cash or cash equivalents or equity followed by the cancellation of all Options (whether or not
then vested or exercisable). In connection with any such transaction, each Participant shall, to the extent so provided under
the definitive transaction agreement, (i) join on a pro rata basis in all purchase price adjustments, contingent
payments, indemnification and other obligations of the Company's members in connection with such transaction, (ii) be
bound by the appointment of any member representative who shall represent the Company's stockholders under the definitive
transaction agreement as the representative, agent, proxy, and attorney-in-fact for the Participant, with the power and
authority to act on the Participant's behalf with respect to the definitive transaction agreement, and (iii) execute
such additional agreements or documentation, if any, as may be required under the definitive transaction agreement to reflect
the foregoing or the treatment of the Participant's Options, including without limitation, letters of transmittal or cash-out
agreements.


 






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Upon a business combination by
the Company or any of its Affiliates with any corporation or other entity through the adoption of a plan of merger or consolidation
or an interest or share exchange or through the purchase of all or substantially all of the equity interests or assets of such
other corporation or entity, the Board or the Committee may, in its sole discretion, grant Options pursuant hereto to all or any
persons who, on the effective date of such transaction, hold outstanding options to purchase securities of such other corporation
or entity and who, on and after the effective date of such transaction, will become employees or directors of, or consultants to,
the Company or its Affiliates. The number of Interests subject to such substitute Options shall be determined in accordance with
the terms of the transaction by which the business combination is effected. Notwithstanding the other provisions of this Plan,
the other terms of such substitute Options shall be substantially the same as or economically equivalent to the terms of the options
for which such Options are substituted, all as determined by the Board or by the Committee, as the case may be. Upon the grant
of substitute Options pursuant hereto, the options to purchase securities of such other corporation or entity for which such Options
are substituted shall be canceled immediately.


 


VII.         DISSOLUTION
OR LIQUIDATION OF THE COMPANY


 


Upon the dissolution or liquidation
of the Company other than in connection with a transaction to which the preceding Article VI is applicable, all Options granted
hereunder shall terminate and become null and void; provided, however, that if the rights of a Participant under the applicable
Options have not otherwise terminated and expired, the Participant shall have the right immediately prior to such dissolution or
liquidation to exercise any Option granted hereunder to the extent that the right to purchase Interests thereunder has become exercisable
as of the date immediately prior to such dissolution or liquidation.


 


VIII.        TERMINATION
OF THE PLAN


 


The Plan shall terminate
ten (10) years from the date of its adoption. The Plan may be terminated at an earlier date by vote of the Board;
provided, however, that any such earlier termination shall not affect any Options granted or Option Agreements executed prior
to the effective date of such termination. Except as may otherwise be provided for under Articles VI and VII, and
notwithstanding the termination of the Plan, any Options granted prior to the effective date of the Plan's termination may be
exercised until the earlier of (i) the date set forth in the Option Agreement or (ii) ten (10) years from the
date the Option is granted, and the provisions of the Plan with respect to the full and final authority of the Committee
under the Plan shall continue to control.


 






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IX.           AMENDMENT
OF THE PLAN


 


The Plan may be amended by the
Board and such amendment shall become effective upon adoption by the Board. The Board may amend the terms of any Option theretofore
granted, prospectively or retroactively, but no such amendment shall materially impair the rights of any Participant without his,
her or its consent.


 


X.            EMPLOYMENT
RELATIONSHIP


 


Nothing herein contained shall
be deemed to prevent the Company or an Affiliate from terminating the employment or other service relationship of a Participant,
nor to prevent a Participant from terminating the Participant's employment or other service relationship with the Company or an
Affiliate, unless otherwise limited by an agreement between the Company (or an Affiliate) and the Participant.


 


XI.           INDEMNIFICATION
OF COMMITTEE


 


In addition to such other rights
of indemnification as they may have as directors or as members of the Committee, the members of the Committee shall, to the extent
permitted by the laws of the State of Delaware, be indemnified by the Company against all reasonable expenses, including attorneys'
fees, actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with
any appeal therein, to which they or any of them may be a party by reason of any action taken by them as members of the Committee
and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected
by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters
as to which it shall be adjudged in such action, suit or proceeding that the Committee member is liable for gross negligence or
willful misconduct in the performance of his or her duties. To receive such indemnification, a Committee member must first offer
in writing to the Company the opportunity, at its own expense, to defend any such action, suit or proceeding.


 


XII.         SAVINGS
CLAUSE


 


This Plan is intended to
comply in all respects with applicable law and regulations, including Code Section 409A. In case any one or more
provisions of this Plan shall be held invalid, illegal, or unenforceable in any respect under applicable law and regulation
(including Code Section 409A), the validity, legality, and enforceability of the remaining provisions shall not in any
way be affected or impaired thereby and the invalid, illegal, or unenforceable provision shall be deemed null and void;
however, to the extent permitted by law, any provision that could be deemed null and void shall first be construed,
interpreted, or revised retroactively to permit this Plan to be construed in compliance with all applicable law (including
Code Section 409A) so as to foster the intent of this Plan.


 






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XIII.        WITHHOLDING


 


Except
as otherwise provided by the Committee,


 


		A.	the Company shall have the power and right to deduct or withhold, or require a Participant to remit
to the Company, an amount sufficient to satisfy the minimum federal, state, and local taxes required by law to be withheld with
respect to any grant, exercise, or payment made under or as a result of this Plan; and



 


		B.	in the case of any taxable event hereunder, a Participant may elect, subject to the approval in
advance by the Committee, to satisfy the withholding requirement, if any, in whole or in part, by having the Company withhold Interests
that would otherwise be transferred to the Participant having a Fair Market Value, on the date the tax is to be determined, equal
to the minimum marginal tax that could be imposed on the transaction. All elections shall be made in writing and signed by the
Participant.



 


XIV.       EFFECTIVE DATE


 


This Plan shall become effective upon adoption by
the Board.


 


XVI.       FOREIGN
JURISDICTIONS


 


To the extent the Committee
determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Plan in jurisdictions
outside the United States of America, the Committee in its discretion may modify those restrictions as it determines
to be necessary or appropriate to conform to applicable requirements or practices of jurisdictions outside of the United
States of America.


 


XVII.      GOVERNING
LAW


 


This Plan shall be governed by the laws of the State
of Delaware.


 


XVIII.     HEADINGS


 


Section headings are for reference only and shall
not affect the interpretation of this Plan.


 






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OPTION AGREEMENT


Wheels Up Partners Holdings LLC Option
Plan


 


THIS OPTION AGREEMENT
(this “Agreement”) is made as of the date of grant specified on the signature page hereto (the “Grant
Date”), by and between Wheels Up Partners Holdings LLC, a Delaware limited liability company (the “Company”),
and the recipient identified on the signature page hereto (“Optionee”). Certain definitions are set forth in
Section 6 of this Agreement. Capitalized terms used but not otherwise defined shall have the meaning given thereto in the
Plan.


 


WHEREAS, the
Company has adopted the Plan, pursuant to which options to purchase Interests in the Company may be awarded to designated recipients
from time to time;


 


WHEREAS, Optionee
is employed by or otherwise provides services as a consultant to the Company or an Affiliate thereof; and


 


WHEREAS, the
Company has determined that it would be in the best interests of the Company to make the award of the Option provided for herein
to Optionee pursuant to the Plan and the terms set forth herein.


 


NOW THEREFORE,
in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:


 


1.            
Grant of Option.


 


(a)              
Number of Interests. The Company grants to Optionee the right and option to purchase all or any part of the aggregate
number of Interests set forth on the signature page hereto (the “Option”) on the terms and conditions and subject
to all the limitations set forth herein and in the Plan, which is incorporated herein by reference. Optionee acknowledges receipt
of a copy of the Plan and acknowledges that the definitive records pertaining to the grant of this Option, and exercises of rights
hereunder, shall be retained by the Company.


 


(b)              
Exercise Price. The exercise price of the Interests subject to the Option shall be the exercise price per Interest
set forth on the signature page hereto (the “Exercise Price”), which is no less than the Fair Market Value per
Interest as of the Grant Date. The foregoing notwithstanding, Optionee acknowledges that the Company cannot and has not guaranteed
that the IRS will agree that the Exercise Price equals or exceeds the fair market value of an Interest on the Grant Date in a later
determination. Optionee agrees that if the IRS determines that the Exercise Price was less than the fair market value of an Interest
on the Grant Date, Optionee shall be solely responsible for any costs or tax liabilities related to such a determination.


 


(c)              
Representations. In connection with the issuance of the Option pursuant hereto, Optionee represents and warrants
to the Company that:


 


(i)                       The
Option to be issued to Optionee pursuant to this Agreement and any Interests acquired upon exercise will be acquired for
investment purposes for Optionee’s own account and not with a view to, or intention of, distribution thereof in
violation of the Securities Act, or any applicable state securities laws, and the Option and any Interests acquired upon
exercise will not be disposed of in contravention of the Securities Act or any applicable state securities laws;


 






     


     


    

 


(ii)                      Optionee is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Option
and any Interests acquired upon exercise, which investment involves a high degree of risk;


 


(iii)                     Optionee is able to bear the economic risk of his, her or its investment in the Option and Interests for an indefinite period
of time because the Option and underlying Interests have not been registered under the Securities Act and, therefore, cannot be
sold unless subsequently registered under the Securities Act or an exemption from such registration is available;


 


(iv)                     Optionee has had an opportunity to ask questions and receive answers concerning the terms and conditions of the issuance
of the Option and has had full access to such other information concerning the Company as he, she or it has requested;


 


(v)                      This
Agreement and each of the other agreements contemplated hereby and to which Optionee is a party constitute legal, valid and binding
obligations of Optionee, enforceable in accordance with their terms, and the execution, delivery and performance of this Agreement
and such other agreements by Optionee does not and will not conflict with, violate or cause a breach of any agreement, contract
or instrument to which Optionee is a party or any judgment, order or decree to which Optionee is subject;


 


(vi)                     Optionee is not a party to or bound by any employment agreement, noncompetition agreement or confidentiality agreement which
conflicts with the obligations set forth in this Agreement;


 


(vii)                    Optionee
is a resident of the state set forth on the signature page hereto; and


 


(viii)                   If Optionee has checked the “accredited investor” box on the signature page hereto or if Optionee is an entity,
Optionee qualifies as an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act (a
copy of which rule is attached hereto as Annex 1) and has such knowledge and experience in financial and business matters
to evaluate the merits and risks of the acquisition of the Option and Interests and has the capacity to protect his, her or its
own interests in connection with such acquisition. Optionee has no reason to anticipate any material change in his, her or its
personal financial condition for the foreseeable future.


 


(d)              
No Right to Continue Performing Services. As an inducement for the Company to award the Option to Optionee, and as
a condition thereto, Optionee acknowledges and agrees that neither any future issuance of equity of the Company or any Affiliate
to Optionee nor any provision contained herein or in the Operating Agreement shall entitle Optionee to remain in the service of
the Company or any of its subsidiaries, or affect the right of the Company or any subsidiary, to terminate Optionee’s services
at any time for any reason.


 






    2


     


    

 


(e)              
Spousal Consent. Concurrently with the execution of this Agreement, if Optionee is lawfully married and subject to
the laws of a community property state, Optionee’s spouse shall execute the consent in the form of Exhibit A attached
hereto.


 


2.            
Vesting.


 


(a)              
Generally. The Option will become vested in four equal annual installments on the dates set forth on the signature
page hereto, in each case subject to Optionee’s continued employment or service with the Company (or one of its subsidiaries)
at all times from the Grant Date through each such annual vesting date. In the event Optionee ceases to perform services for the
Company or one of its subsidiaries for any reason (a “Separation”), no further portion of the Option shall become
vested and the unvested portion of the Option will be immediately forfeited by Optionee for no consideration; provided,
however, that, if Optionee is an employee of the Company or its subsidiaries, upon a termination of employment by the Company
without Cause, any portion of the Option that is scheduled to become vested within six months following the date of such termination
shall become vested as if no such termination has occurred.


 


(b)              Acceleration. Upon the occurrence of a Change of Control, the entire portion of the Option that has not yet become
vested shall become vested at the time of such Change of Control, if (i) at all times from the Grant Date through the Change of
Control, Optionee is performing services for the Company or one of its subsidiaries, or (ii) Optionee is an employee of the Company
or its subsidiaries and his or her employment was terminated by the Company without Cause following the announcement of a Change
of Control transaction and that transaction closes within six months following the date of termination of Optionee’s employment.


 


(c)               Expiration. To the extent that the Option becomes vested in accordance with this Section 2, the Option will
remain exercisable until the tenth (10th) anniversary of the Grant Date unless earlier terminated in accordance with
the Plan or this Agreement. Without limiting the generality of the foregoing, Paragraph F of Article V of the Plan provides that
the vested portion of the Option shall expire six (6) months after the Separation, unless the Separation was for death or Disability.


 


(d)              Exercisability. The Option shall be exercisable only to the extent
it is vested at the time of exercise. Notwithstanding the foregoing or anything herein or in the Plan to the contrary, if Optionee
is an employee of the Company or one of its subsidiaries at the time Optionee desires to exercise any vested portion of the Option
and the Company is not at such time a corporation for federal income tax purposes, such portion may not be exercised if the Company
in its sole discretion declines to allow such portion to be exercised at such time. For the avoidance of doubt, the preceding sentence
shall not limit Optionee’s ability to exercise the vested portion of the Option following termination of employment, subject
to the other terms and conditions of this Agreement and the Plan.


 






    3


     


    

 


3.             Issuance of Interests.


 


(a)              
Procedure. The Option may be exercised in whole or in part (to the extent that it is vested and exercisable in accordance
with its terms) by giving written notice (or any other approved form of notice) to the Company. Such written notice shall be signed
by the person exercising the Option, shall state the number of Interests with respect to which the Option is being exercised, shall
contain the warranty, if any, required under the Plan and shall specify a date (other than a Saturday, Sunday or legal holiday)
not less than five (5) nor more than ten (10) days after the date of such written notice, as the date on which the Interests will
be purchased, at the principal office of the Company during ordinary business hours, or at such other hour and place agreed upon
by the Company and the person or persons exercising the Option, and shall otherwise comply with the terms and conditions of this
Agreement and the Plan. On the date specified in such written notice (which date may be extended by the Company if any law or regulation
requires the Company to take any action with respect to the Option Interests prior to the issuance thereof), and subject to Section
2(d), if applicable, the Company shall accept payment for the Option Interests and the holder of the Option shall execute the
Operating Agreement, or a joinder thereto, effective as of the date such Interests are purchased if such holder is not already
a party thereto.


 


(b)              
Payment. The Exercise Price of any Interests being acquired shall be payable at the time of exercise as determined
by the Company in its sole discretion either:


 


		(i)	in cash, by certified check or bank check, or by wire transfer;



 


		(ii)	in whole units of the Company’s Interests; provided, however, that the transfer
of such interests as payment hereunder does not result in any adverse tax or accounting consequences to the Company or any of its
members;



 


		(iii)	in lieu of Optionee being required to pay the Exercise Price in cash or another method specified
in (i) or (ii) above, by the Company delivering to Optionee a lesser number of Interests having a Fair Market Value on the date
of exercise equal to the amount by which the Fair Market Value of the Interests being exercised exceeds the Exercise Price of such
Interests (a so-called “net” exercise);



 


		(iv)	through the delivery of cash or the extension of credit by a broker-dealer to whom Optionee has
submitted notice of exercise or otherwise indicated an intent to exercise an Option (a so-called “cashless” exercise);
or



 


		(v)	in any combination of (i), (ii), (iii) or (iv) above.



 


The Fair Market Value of the Interests
to be applied toward the Exercise Price shall be determined as of the date of exercise of the Option. The holder of the Option
shall have the rights of a Member only with respect to those Interests covered by the Option upon the due exercise of the Option.


 






    4


     


    

 


4.            
Repurchase Right.


 


(a)              
Right of Repurchase. In the event that Optionee’s employment or service terminates for any reason, all Interests
acquired upon exercise (whether held by Optionee or one or more of Optionee’s Permitted Transferees, other than the Company)
will be subject to repurchase by the Company pursuant to the terms and conditions set forth in this Section 4 (the “Repurchase
Option”). The Company may assign its repurchase rights set forth in this Section 4 to any Person.


 


(b)              
Repurchase Price for Interests. The purchase price for each Interest to be repurchased pursuant to this Section
4 will be the Repurchase Value for such Interest.


 


(c)              
Timing. In the event of termination, the Company or its assignee(s) shall have the right to purchase the Interests
at the price as determined in Section 4(b) above by delivering written notice (the “Repurchase Notice”)
to the holder or holders of the Interests during the thirty (30)-day period commencing after the latest of (A) the termination,
(B) the date which is six (6) months following the date on which Optionee last exercised any portion of the Option, and (C) the
date on which Optionee is no longer permitted to exercise any portion of the Option. The Repurchase Notice will set forth the number
of Interests to be acquired from each holder, the aggregate consideration to be paid for such Interests and the time and place
for the closing of the transaction. The Interests to be repurchased by the Company shall first be satisfied to the extent possible
from the Interests held by Optionee at the time of delivery of the Repurchase Notice. If the number of the Interests then held
by Optionee is less than the total number of the Interests which the Company has elected to purchase, the Company shall purchase
the remaining Interests elected to be purchased from the other holder(s) of the Interests under this Agreement, pro rata according
to the number of the Interests held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly
as practicable to the nearest interest).


 


(d)              
Closing. The closing of the purchase of the Interests pursuant to the Repurchase Option shall take place on the date
designated by the Company in the Repurchase Notice, which date shall not be more than two (2) weeks nor less than two (2) business
days after the delivery of such notice. The Company will be entitled to receive customary representations and warranties from the
sellers of the Interests (including representations and warranties regarding good title to the Interests, the absence of any liens
on such title or other encumbrances with respect to the Transfer of the Interests and the ability of such sellers to consummate
the sale).


 


(e)              
Limitations. Notwithstanding anything to the contrary contained in this Agreement, all repurchases of the Interests
by the Company shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act and as may be
required by other parties in the Company’s or any subsidiaries’ equity financing agreements and agreements evidencing
indebtedness for borrowed money, if any. If any such restrictions prohibit the repurchase of the Interests hereunder which the
Company is otherwise entitled to make, the Company may make such repurchases as soon as it is permitted to do so under such restrictions.


 






    5


     


    

 


5.            
Restrictions on Transfer.


 


(a)              
Option Not Transferable. The Option shall not be transferable or assignable except to the extent permitted by the
Plan and this Agreement.


 


(b)              
Interests Acquired Upon Exercise Generally Not Transferable. Following the exercise of the Option, the holder of
the Interests acquired upon exercise shall not have the right or power, without the prior written consent of the Company, to (i)
Transfer or dispose of any Interests, except as permitted by this Agreement and the Operating Agreement or (ii) withdraw prior
to the dissolution or winding up of the Company. In the event of any Transfer permitted under the previous sentence, (x) the restrictions
herein and in the Operating Agreement will continue to be applicable to the Interests irrespective of such Transfer and (y) any
transferee shall be required to execute and deliver to the Company an executed joinder agreement to the Operating Agreement and
agree to all repurchase rights of the Company contained herein.


 


(c)              
Operating Agreement Restrictions. Optionee acknowledges that the Operating Agreement separately imposes restrictions
on the Transfer of the Interests, which restrictions shall be in addition to, and not in lieu of, and which shall not in any way
be superseded by, the restrictions under this Agreement.


 


(d)              
Permitted Transfers. Subject to Section 5(c) and this Section 5(d), a Transfer of Interests may be
effectively and validly made by Optionee or a Permitted Transferee without the prior written consent of the Company if such Transfer
is a Permitted Transfer to a Permitted Transferee. Before Optionee or a Permitted Transferee may effect a Transfer pursuant to
this Section 5(d), Optionee will promptly notify the Company of such proposed Transfer and provide all documents as the
Company may request in order to permit the Company to verify that such proposed Transfer constitutes a Permitted Transfer. Notwithstanding
anything to the contrary herein, in the event of any change, occurrence or circumstance that would have resulted in any Permitted
Transfer not qualifying as a Permitted Transfer if occurring after such change, occurrence or circumstance, the transferee in such
Permitted Transfer shall promptly Transfer the Interests that had been Transferred pursuant to such Permitted Transfer to the Person
who held such Interests immediately prior to such Transfer, and the books of the Company shall be amended to reflect such Transfer.


 


(e)              
Opinion of Counsel for Transfer of Interests. In addition to the restrictions on transfer in this Section 5
and in the Operating Agreement, no holder of Interests may transfer any Interests (except pursuant to an effective registration
statement under the Securities Act) without first delivering to the Company an opinion of counsel (reasonably acceptable in form
and substance to the Company) that neither registration nor qualification under the Securities Act and applicable state securities
laws is required in connection with such Transfer, unless the Company waives the requirement of an opinion of counsel.


 


(f)               Registration.
Optionee understands that the Interests are not currently being registered under the Securities Act by reason of their
contemplated issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities
Act pursuant to Rule 506 or Rule 701 (or Section 4(a)(2)) thereof. Optionee further agrees that Optionee will not sell
or otherwise dispose of the Interests unless such sale or other disposition has been registered or is exempt from
registration under the Securities Act and has been registered or qualified or is exempt from registration or qualification
under applicable securities laws of any state.


 






    6


     


    

 


6.            
Definitions.


 


“Affiliate”
has the meaning set forth in the Operating Agreement.


 


“Board”
means the Board of Directors of the Company.


 


“Cause”
means (i) Optionee’s theft or embezzlement, or attempted theft or embezzlement, of money or property of the Company
or of an Affiliate, Optionee’s perpetration or attempted perpetration of fraud, or Optionee’s participation in a fraud
or attempted fraud, on the Company or an Affiliate or Optionee’s unauthorized appropriation of, or Optionee’s attempt
to misappropriate, any tangible or intangible assets or property of the Company or an Affiliate; (ii) any act or acts by Optionee
of disloyalty, dishonesty, misconduct, moral turpitude, or any other act or acts by Optionee injurious to the interest, property,
operations, business or reputation of the Company or an Affiliate; (iii) Optionee’s commission of a felony or any other
crime the commission of which results in injury to the Company or an Affiliate; or (iv) any violation of any restriction on
the disclosure or use of confidential information of the Company or an Affiliate, client, customer, prospect, or merger or acquisition
target, or on competition with the Company or an Affiliate or any of its businesses as then conducted.


 


“Change of
Control” has the meaning set forth in the Operating Agreement.


 


“Initial Public
Offering” has the meaning set forth in the Operating Agreement.


 


“Interests”
means Common Interests of the Company.


 


“IRS”
means Internal Revenue Service.


 


“Member”
has the meaning set forth in the Operating Agreement.


 


“Operating
Agreement” means the Sixth Amended and Restated Limited Liability Company Agreement of the Company dated as of January
17, 2020, as the same may be amended from time to time.


 


“Permitted
Transfer” means a Transfer that is both a “Permitted Transfer” as defined in the Operating Agreement and
is a Transfer to one of the following: (a) if Optionee is a natural person, to Optionee’s spouse, children or siblings (whether
natural, step or by adoption), grandchildren (whether natural, step or by adoption) or parents or to a trust, partnership, corporation
or limited liability company, all the trustees, beneficiaries, partners and equityholders of which are (and continue to be), as
applicable, one or more of any such Persons; and (b) if Optionee is a natural Person, to Optionee’s guardian or conservator.
No Permitted Transfer shall be effective unless and until the transferee of the Interests so Transferred executes and delivers
to the Company an executed joinder agreement in accordance with the Operating Agreement.


 






    7


     


    

 


“Permitted
Transferee” means, with respect to Optionee, any Person who shall have directly or indirectly acquired and who shall
hold any Interests pursuant to a Permitted Transfer. Notwithstanding the foregoing, a Permitted Transferee shall not include any
Person that is in receivership, bankruptcy, insolvency, dissolution, liquidation or any similar proceeding or any Person whose
incompetence has been established pursuant to judicial determination.


 


“Person”
has the meaning set forth in the Operating Agreement.


 


“Plan”
means the Wheels Up Partners Holdings LLC Option Plan.


 


“Repurchase
Value” means the fair market value of the Interests being repurchased as of the date of termination of employment or
service, as determined by the Board in good faith less any distributions paid with respect to such Interests after such date.


 


“Securities
Act” means the Securities Act of 1933, as amended from time to time (and the rules and regulations promulgated thereunder).


 


“Transfer”
has the meaning set forth in the Operating Agreement.


 


7.            
Notices. Any notice, consent, waiver and other communications required or permitted pursuant to the provisions of
this Agreement must be in writing and will be deemed to have been properly given (a) when delivered by hand; (b) when sent by facsimile
(with acknowledgment of complete transmission), provided that a copy is mailed by U.S. certified mail, return receipt requested;
(c) three (3) days after sent by certified mail, return receipt requested; or (d) one (1) day after deposit with a nationally recognized
overnight delivery service, in each case to the appropriate addresses and facsimile numbers set forth below:


 


If to the Company:


 


Wheels Up Partners Holdings LLC


601 West 26th Street,
Suite 900


New York, New York 10001


Attn: Kate O’Malley, SVP,
Legal & Corporate Development


Email: komalley@wheelsup.com


 


With a copy to (which shall not
constitute notice):


 


Arnold & Porter Kaye Scholer
LLP


250 West 55th Street


New York, New York 10019


Attn: John Geelan and Thomas
Yadlon


Email: john.geelan@arnoldporter.com
and

thomas.yadlon@arnoldporter.com


 


If to Optionee:


 


To the address set forth on the signature
page hereto.


 






    8


     


    

 


Each party will be entitled
to specify a different address for the receipt of subsequent notices by giving written notice thereof to the other party in accordance
with this Section 7.


 


8.            
General Provisions.


 


(a)              
Transfers in Violation of Agreement. Any Transfer or attempted Transfer of the Option or any Interests acquired upon
exercise in violation of any provision of this Agreement shall be null and void, and the Company shall not record such Transfer
on its books or treat any purported transferee of such Interests as the owner of such securities for any purpose.


 


(b)              
Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other
provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal or unenforceable provision had never been contained herein.


 


(c)              
Complete Agreement. This Agreement, those documents expressly referred to herein and other documents of even date
herewith embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in
any way.


 


(d)             
Counterparts. This Agreement may be executed in separate counterparts (including by facsimile, electronic transmission
or electronic signature), each of which is deemed to be an original and all of which taken together constitute one and the same
agreement.


 


(e)              
Successors and Assigns.


 


(i)                       The Option and all Interests acquired upon exercise will continue to be Options or Interests in the hands of any holder
other than Optionee, including any of Optionee’s transferees permitted hereunder and under the Operating Agreement (except
for the Company and except for transferees in an Initial Public Offering or pursuant to a Change of Control). Except as otherwise
provided herein, each such other holder of the Option or Interests will succeed to all rights and obligations attributable to Optionee
as a holder of Options or Interests hereunder.


 


(ii)                      Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Optionee
and the Company and their respective successors and assigns (including subsequent holders of Interests); provided that the
rights and obligations of Optionee under this Agreement shall not be assignable without the written consent of the Company.


 






    9


     


    

 


(f)               Choice
of Law/Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the
State of Delaware, without reference to its conflict of law provisions. Optionee and the Company each hereby irrevocably
submits to the jurisdiction of any New York state or federal court sitting in the County of New York, State of New York, in
any action or proceeding arising out of or relating to this Agreement, and Optionee and the Company hereby irrevocably agree
that all claims in respect of such action or proceeding may be heard and determined in such New York state or federal court.
Optionee and the Company each hereby irrevocably waive, to the fullest extent permitted by law, any objection which he, she
or it may now or hereafter have to the laying of the venue of any such action or proceeding brought in any such court, and
any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.


 


(g)              
Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically,
to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement and to exercise
all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy
for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity
of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order
to enforce or prevent any violations of the provisions of this Agreement.


 


(h)             
Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent
of the Company and Optionee. No cause of conduct or failure or delay in enforcing the provisions of this Agreement shall affect
the validity, binding effect or enforceability of this Agreement.


 


(i)               
Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a Saturday,
Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically
extended to the business day immediately following such Saturday, Sunday or holiday.


 


(j)               
Indemnification and Reimbursement of Payments on Behalf of Optionee. The Company and its subsidiaries shall be entitled
to deduct or withhold from any amounts owing from the Company or any subsidiaries to Optionee any federal, state, local or foreign
withholding taxes, excise taxes or employment taxes (“Taxes”) imposed with respect to Optionee’s compensation
or other payments from the Company or any subsidiaries or Optionee’s ownership interest in the Company, including, but not
limited to, bonuses, dividends, the receipt or exercise of options and/or the receipt or vesting of restricted equity. Optionee
shall indemnify the Company and its subsidiaries for any amounts paid with respect to any such Taxes, together with any interest,
penalties and expenses related thereto.


 


(k)              
Termination. This Agreement shall survive the termination of Optionee’s service relationship with the Company
or any subsidiary and shall remain in full force and effect after such termination.


 


(l)                Generally
Accepted Accounting Principles. Where any accounting determination or calculation is required to be made under this Agreement
or the exhibits hereto, such determination or calculation (unless otherwise provided) shall be made in accordance with United
States generally accepted accounting principles, consistently applied.


 






    10


     


    

 


(m)            
 Waiver of Jury Trial. Each of the parties hereto hereby irrevocably waives any
and all right to trial by jury of any claim or cause of action in any legal proceeding arising out of or related to this Agreement
or the transactions or events contemplated hereby or any course of conduct, course of dealing, statements (whether verbal or written)
or actions of any party hereto. The parties hereto each agree that any and all such claims and causes of action shall be tried
by a court trial without a jury. Each of the parties hereto further waives any right to seek to consolidate any such legal proceeding
in which a jury trial has been waived with any other legal proceeding in which a jury trial cannot or has not been waived.


 


(n)              
Clawback. Notwithstanding anything herein or in the Plan or in any other agreement to the contrary, any grant, exercise,
payment, delivery or transfer made pursuant to this Agreement which is subject to recovery under any law (including, without limitation,
the Dodd-Frank Wall Street Reform and Consumer Protection Act), government regulation, stock exchange listing requirement or policy
of the Company or any related entity implemented pursuant to any of the foregoing will be subject to such clawbacks or deductions
as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement or policy.


 


(o)              
Recapitalizations, Exchanges, etc. Without limiting Article VI of the Plan, the provisions of this Agreement applicable
to Interests acquired upon exercise shall apply with respect to any and all equity securities of the Company or any successor or
assign thereof (whether by conversion, merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in
exchange for, or in substitution of Interests, by reason of a distribution, Interest split, Interest issuance, reverse Interest
split, combination, recapitalization, reclassification, conversion, merger, consolidation or otherwise. Upon the occurrence of
any such events, the provisions of this Agreement applicable to Interests acquired upon exercise shall be appropriately adjusted
by the Board.


 


[Remainder of page
intentionally left blank]


 






    11


     


    

 


IN WITNESS WHEREOF,
the parties hereto have executed this Option Agreement as of the date first written above.


 


	 	Wheels
    Up Partners Holdings LLC
	 	 
	 	By:	 
	 	 	Name: 
    Kenneth Dichter
	 	 	Title: 
    Chief Executive Officer
	 	 
	 	Optionee
	 	 
	 	 
	 	[●]
	 	 
	 	Grant
    Date: [●], 202_
	 	 
	 	Number
    of Interests subject to Option: [●]
	 	 
	 	Exercise
    Price: $[●] per Interest
	 	 
	 	Vesting
    Schedule:
	 	 
	 	[●],
    202_:       25%
	 	[●],
    202_:       25%
	 	[●],
    202_:       25%
	 	[●],
    202_:       25%
	 	 
	 	Address
    for Notices:
	 	 
	 	 
	 	 
	 	 
	 	 
	 	State
    of Residence: [●]
	 	 
	 	Accredited
    Investor? ☐ Yes ☐ No 
	 	(See
    Annex 1.)



 


[Signature Page
to Option Agreement]


 



     


     


    

 


EXHIBIT
A


 


SPOUSAL
CONSENT*


 


The undersigned spouse
of [●] (“Optionee”) hereby acknowledges that I have read the foregoing Option Agreement executed by Optionee,
and that I understand its content. I am aware that the foregoing Option Agreement provides for the sale or repurchase of my spouse’s
Option or the Interests acquired upon exercise under certain circumstances and/or impose other restrictions on such securities
(including, without limitation, restrictions on transfer). I agree that my spouse’s interest in these securities is subject
to these restrictions and any interest that I may have in such securities shall be irrevocably bound by the Option Agreement and
further, that my community property interest, if any, shall be similarly bound by the Option Agreement.


 


_________________________       Date
_______ ___, 20__


 


Spouse’s
Name: ___________________________


 


 


 


_________________________       Date
_______ ___, _20__


 


Witness’
Name: ___________________________


 


*
Required only if Optionee resides in a community property state (Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas,
Washington or Wisconsin).


 






     


     


    

 


ANNEX 1
 


ACCREDITED INVESTOR QUESTIONNAIRE


 


The following are “accredited investors”
for purposes of the offering and sale of securities:


 


		a)	any bank as defined in section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities
Act”), or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether
acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange
Act of 1934, as amended; any insurance company as defined in section 2(13) of the Securities Act; any investment company registered
under the Investment Company Act of 1940 (the “Investment Company Act”) or a business development company as defined
in section 2(a)(48) of the Investment Company Act; Small Business Investment Company licensed by the U.S. Small Business Administration
under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such
plan has total assets in excess of $5,000,000; employee benefit plan within the meaning of the Employee Retirement Income Security
Act of 1974 (“ERISA”) if the investment decision is made by a plan fiduciary, as defined in section 3(21) of ERISA,
which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit
plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that
are accredited investors;



 


		b)	any private business development company as defined in section 202(a)(22) of the Investment Advisers
Act of 1940;



 


		c)	any organization described in Section 501(c)(3) of the Internal Revenue Code (the “Code”),
corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities
offered, with total assets in excess of $5,000,000;



 


		d)	any director, executive officer, or general partner of the Company;



 


		e)	any natural person whose individual net worth, or joint net worth with that person’s spouse,
exceeds $1,000,000, at the time of this purchase;1



 






     


     


    

 


	 	f)	i) 	any natural person who had an individual income in excess of $200,000 in each of the two
                                                                              most recent years and has a reasonable expectation of reaching the same income level in the current year; or



 


		ii)	any natural person who had joint income with that person’s spouse in excess of $300,000 in
each of the two most recent years and has a reasonable expectation of reaching the same income level in the current year;



 


		g)	any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D
promulgated under the Securities Act; or



 


		h)	any entity in which all of the equity owners are accredited investors meeting one or more of the
tests under subparagraphs (a) - (g).



 







 






1
For purposes of calculating net worth, (A) the person’s primary residence shall not be included as an asset, (B) indebtedness
that is secured by the person’s primary residence, up to the estimated fair market value of the primary residence at the
time of the sale of securities, shall not be included as a liability (except that if the amount of such indebtedness outstanding
at the time of sale of securities exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition
of the primary residence, the amount of such excess shall be included as a liability) and (C) indebtedness that is secured
by the person’s primary residence in excess of the estimated fair market value of the primary residence at the time of the
sale of securities shall be included as a liability.