Exhibit 10.1


 


Execution Version




EXCLUSIVE RIGHTS
PURCHASE AGREEMENT


 


amongst


 


BLADE URBAN AIR
MOBILITY, INC.


 


and


 


BLADE URBAN AIR
MOBILITY (CANADA), INC.


 


and


 


HELIJET INTERNATIONAL, INC.


 


and


 


PACIFIC HELIPORT
SERVICES LTD.


 


Dated November 30, 2021


 






     


     


    

 


Table
of Contents


 


	ARTICLE 1 DEFINITIONS	1
	 	 	 
	1.1	Definitions	1
	1.2	Certain Rules of Interpretation	10
	1.3	Schedules and Exhibits	11
	 	 	 
	ARTICLE 2 TERM	12
	 	 	 
	2.1	Term	12
	 	 	 
	ARTICLE 3 COLLABORATION	12
	 	 	 
	3.1	Collaboration	12
	3.2	Reporting	16
	 	 	 
	ARTICLE 4 CONSIDERATION	16
	 	 	 
	4.1	Total Consideration	16
	4.2	Allocation of the Total Consideration	17
	4.3	Transfer Taxes	17
	 	 	 
	ARTICLE 5 PHS SHARE OPTION; RIGHT OF FIRST REFUSAL	17
	 	 	 
	5.1	Option to Purchase 49% Interest in PHS	17
	5.2	Right of First Offer	19
	 	 	 
	ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE HELIJET PARTIES	19
	 	 	 
	6.1	Representations and Warranties of the Helijet Parties	19
	 	 	 
	ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF THE BLADE PARTIES	23
	 	 	 
	7.1	Representations and Warranties of the Blade Parties	23
	 	 	 
	ARTICLE 8 COVENANTS OF THE PARTIES	24
	 	 	 
	8.1	Operation of Helijet’s Business	24
	8.2	Operation of Blade’s Business	28
	8.3	Joint Covenants	28
	8.4	Acknowledgement of Brand Ownership	29
	8.5	Collaboration Intellectual Property	30
	8.6	IT Systems	30
	8.7	Equipment Sharing	31
	8.8	Additional Security Requirements	31
	8.9	No Change of Control	32
	8.10	No Assignment	32



 






     


     


    

 


	8.11	No Liquidation, Wind up or Dissolution	32
	8.12	Foreign Corrupt Practices	32
	 	 	 
	ARTICLE 9 NON-COMPETITION AND NON-SOLICITATION	33
	 	 	 
	9.1	Restrictive Covenants of the Helijet Parties	33
	9.2	Restrictive Covenants of the Blade Parties	34
	9.3	Exception and Remedies	35
	 	 	 
	ARTICLE 10 INDEMNIFICATION	36
	 	 	 
	10.1	Indemnification by Blade	36
	10.2	Indemnification by Helijet	36
	10.3	Limitations	37
	10.4	Indemnification Procedure.	38
	10.5	Third Party Claims.	39
	10.6	Payment.	40
	10.7	Sole Remedy	40
	 	 	 
	ARTICLE 11 TERMINATION	41
	 	 	 
	11.1	Termination for Cause	41
	11.2	Termination for an Event of Force Majeure	43
	11.3	Termination by Mutual Agreement and/or Expiration Due to Non-Renewal	44
	11.4	Remedies	45
	11.5	Intellectual Property	45
	11.6	Survival	45
	 	 	 
	ARTICLE 12 DISPUTE RESOLUTION	46
	 	 	 
	12.1	Negotiation and Resolution	46
	12.2	Arbitration	46
	12.3	Applicability	47
	 	 	 
	ARTICLE 13 Miscellaneous Provisions	47
	 	 	 
	13.1	No Assumption of Liability	47
	13.2	Representatives	47
	13.3	Publicity	47
	13.4	Entire Agreement	48
	13.5	Notices	48
	13.6	Governing Law	49
	13.7	Events of Force Majeure	50



 






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	13.8	Independent Counsel for Helijet and PHS	50
	13.9	Fees and Expenses	50
	13.10	Partnership	50
	13.11	Third Parties	50
	13.12	Severability	51
	13.13	Amendment	51
	13.14	Waiver of Rights	51
	13.15	Counterparts	51
	13.16	Further Assurances	52
	13.17	Time is of the Essence	52
	13.18	Successors and Assigns	52



 


	SCHEDULES	 	 
	 	 	 
	Schedule 1.1(1)	Excluded Services	 
	Schedule 1.1(2)	Heliport Leases	 
	Schedule 6.1(a)	Shareholders and Share Capital of Helijet	 
	Schedule 6.1(b)	Shareholders and Share Capital of PHS	 
	Schedule 6.1(l)	Current or Pending Negotiations of Heliport Leases	 
	Schedule 6.1(u)	Scheduled Helicopter P&L Analysis	 
	 	 	 
	EXHIBITS	 	 
	 	 	 
	Exhibit A	Assignment and Bill of Sale	 
	Exhibit B	Aircraft Operator Agreement	 
	Exhibit C	Escrow Agreement	 
	Exhibit D	Confidentiality Agreement	 
	Exhibit E	Transition Plan	 
	Exhibit F	Sitnam Employment Side Letter	 



 






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EXCLUSIVE RIGHTS PURCHASE AGREEMENT


 


This
Exclusive Rights Purchase Agreement (this “Agreement”) is entered into as of November 30, 2021 (the
 “Effective Date”), by and amongst Blade Urban Air Mobility, Inc.
(“Blade”) Blade Urban Air Mobility (Canada), INC. (“Blade
Sub”), Helijet International, Inc. (“Helijet”)
and Pacific Heliport Services Ltd. (“PHS”) (each a “Party”
and together, the “Parties”).


 


Recitals


 


A.        Helijet,
a Canadian company, operates an air carrier in Canada with scheduled and non-scheduled service using its Aircraft for commercial
revenue, and through its wholly-owned subsidiary, PHS, leases the Controlled Heliports.


 


B.            Blade,
a Delaware company, operates as an air charter broker and not a direct air carrier or foreign air carrier, as those terms are defined
in 14 C.F.R. §295.5 of the United States Department of Transportation Regulations and is engaged in the business of providing a
proprietary online platform for passenger flight booking, marketing and arranging flights operated by licensed air carriers, and has
created Blade Sub, a wholly-owned subsidiary, to conduct its business in British Columbia, subject to obtaining the requisite licenses
and permits needed including to market and sell flights.


 


C.            Helijet
and Blade have complementary capabilities in the air transportation market and it is to their mutual benefit to collaborate for the purpose
of (a) growing and marketing the Exclusive Air Transportation Services and Routes operated by Helijet, (b) developing expanded
services and pursuing route expansion; and (c) pursuing medical mobility expansion, upon the terms and conditions set out in this
Agreement.


 


D.            Concurrent
with the execution of this this Agreement, each Party shall enter into and deliver to other Parties the Ancillary Agreements to which
they are a party.


 


NOW,
THEREFORE, for and in consideration of the foregoing and their mutual covenants and agreements set forth below, the receipt
and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:


 


ARTICLE 1

DEFINITIONS


 


		1.1	Definitions



 


Capitalized terms not otherwise defined
herein have the meaning set out in ARTICLE 1.


 


“Acceptance Period”
has the meaning set out in Section 5.2(b)(v).


 


“Accounting Principles”
means GAAP and, to the extent consistent with GAAP, the accounting principles, methodologies, procedures and policies historically and
consistently followed by Helijet in the preparation of the Helijet’s financial statements in respect of Helijet’s Business.


 






     


     


    

 


“Action” means any
action, complaint, petition, suit, claim, citation, notice of violation, arbitration or other proceeding, whether civil or criminal,
at law or in equity, by or before any Governmental Entity.


 


“Affected Party”
has the meaning set out in Section 11.2.


 


“Affiliate” means,
with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such Person. For the purposes of the foregoing, a Person shall be deemed to “control”
a specified Person if such Person possesses, directly or indirectly, the power to direct the management and policies of such specified
Person, whether through the ownership of voting securities, Contract or otherwise, and the terms “controlled” and “controlling”
have meanings correlative thereto.


 


“Agreed Claims”
shall have the meaning set out in Section 10.6(a).


 


“Aircraft” means
any aircraft operated by Helijet in connection with Helijet’s Business, whether owned or leased, and includes such Aircraft’s
engines, and all appurtenances, appliances, parts, avionics, instruments, components, accessions, furnishings, auxiliary power units,
gearboxes, engine covers, tool kits, and other equipment of whatever nature incorporated in or attached and all aircraft documents and
records.


 


“Aircraft Legal Liability”
has the meaning set out in Section 8.1(d)(i).


 


“Aircraft Operator Agreement”
means that certain aircraft operator agreement entered into between Helijet, PHS, Blade Sub and Blade, dated as of the Effective Date,
attached hereto as Exhibit B.


 


“Air Transportation Exclusivity
Rights” means the non-revocable right to become the exclusive air charter broker and/or reseller of all Exclusive Air Transportation
Services in the Restricted Territory operated, provided, marketed, sold or offered by Helijet during the Term, pursuant to the terms
and conditions of this Agreement and the Aircraft Operator Agreement.


 


“Ancillary Agreements”
means the Aircraft Operator Agreement, Escrow Agreement, Assignment and Bill of Sale, Confidentiality Agreement, and Sitnam Employment
Side Letter.


 


“Applicable Laws”
means any and all applicable (i) laws, statutes, rules regulations, by-laws, codes, treaties, constitutions and ordinances;
(ii) Orders and directives of any Governmental Entity; and (iii) policies, guidelines, standards, requirements, notices, protocols
and official directives of any Governmental Entity, including the principles of common law and equity.


 


“Assignment and Bill of Sale”
means the assignment and bill of sale entered into between Helijet, PHS, Blade Sub and Blade, dated as of the Effective Date, attached
hereto as Exhibit A.


 


“Aviation General Liability”
has the meaning set out in Section 8.1(d)(ii).


 






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“Blade’s Business”
means the business operated by Blade and its Affiliates and includes, without limitation, the provision of a proprietary online platform
for passenger flight bookings and sales and the marketing and arranging of flights operated by licensed air carriers.


 


“Blade Flights”
has the meaning set out in the Aircraft Operator Agreement, and, notwithstanding anything to the contrary, will be considered Exclusive
Air Transportation Services.


 


“Blade Heliport Lounges”
means any passenger lounges and terminals constructed in accordance with Section 3.1(d)(ii) or Section 3.1(d)(iii).


 


“Blade Indemnitees”
has the meaning set out in Section 10.2.


 


“Blade Parties”
means Blade and Blade Sub.


 


“Blade Parties Fundamental
Representations” means Section 7.1(a), Section 7.1(b) and Section 7.1(c).


 


“Business Day” manes
any day except Saturday, Sunday, any statutory holiday in the Province of British Columbia or any other day on which the principal-chartered
banks in the City of Vancouver are closed for business.


 


“CASL” means Canada’s
anti-spam law, which is defined as “An Act to promote the efficiency and adaptability of the Canadian economy by regulating
certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television
and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the
Telecommunications Act, SC 2010, c 23”, and its regulations, as may be amended from time to time.


 


“CFPO” has the meaning
given to it Section 8.12(a).


 


“Change of Control”
means, (i) in relation to a Person that is a corporation, a change in the ownership, directly or indirectly, of voting securities
of such Person carrying more than 50% of the voting rights attaching to all voting securities of such Person and which are sufficient,
if exercised, to elect a majority of its board of directors; or, (ii) in relation to any other Person that is not a natural person,
a change in the ownership, directly or indirectly, of voting securities or other interests in such Person entitling the holder to exercise
control and direction in fact over the activities of such Person; provided however, that for purposes of this Agreement, a “Permitted
Transfer” is not a Change of Control


 


“Claim Certificate”
has the meaning set out in Section 10.4(c).


 


“Collaboration”
means the rights and obligations set out in this Agreement and the Ancillary Agreements, including those rights and obligations set out
in Sections 3.1(a) to Section 3.1(o) inclusive.


 


“Collateral Source”
has the meaning set out in Section 10.3(d).


 






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“Competitive Business”
means any Person (other than Blade and Helijet and their respective Affiliates) that is in the business of selling, providing, marketing,
operating, or arranging Exclusive Air Transportation Services, which may be amended from time to time in a writing signed by the Parties.


  


“Confidential Information”
has the meaning set out in the Confidentiality Agreement.


 


“Confidentiality Agreement”
means the mutual confidentiality agreement between Helijet Parties and Blade Parties entered into on the Effective Date, in the form
attached hereto as Exhibit D.


 


“Consent” means
any approval, consent, permit, waiver, ruling, exemption, acknowledgement or similar authorization from any Person.


 


“Contract” means
any note, bond, mortgage, indenture, guarantee, franchise, permit, agreement, understanding, arrangement, contract, commitment or other
instrument or obligation (whether oral or written) and any amendments thereto.


 


“Controlled Heliports”
means the Existing Controlled Heliports and the New Controlled Heliports.


 


“Controlled Heliport Lease
Renewal” means the renewal of each of the Victoria Harbour Heliport Lease and the Nanaimo Harbour Heliport Lease that (i) contains
substantially similar terms and conditions to the Victoria Harbour Heliport Lease and the Nanaimo Harbour Heliport Lease in existence
at the Effective Date, as the case may be, and (ii) includes a minimum term of five (5) years or allows Helijet and/or PHS
the sole discretionary right to further renew or extend the term to no less than five (5) years after the execution of such renewal.


 


“COVID-19” means
the severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) and the coronavirus disease caused by it and any variants thereof,
which was declared to be a pandemic by the World Health Organization on March 11, 2020.


 


“Dedicated Aircraft”
has the meaning set out in the Aircraft Operator Agreement.


 


“Defaulting Party” has
the meaning set out in Section 11.1(a).


 


“Effective Date”
has the meaning set out in the preamble to this Agreement.


 


“Encumbrance” means
any lien, pledge, hypothecation, charge, mortgage, security interest, encumbrance, equity, trust, equitable interest, claim, preference,
right of possession, lease, tenancy, license, encroachment, covenant, infringement, interference, order, proxy, option, right of first
refusal, pre-emptive right, community property interest, legend, defect, impediment, exception, reservation, limitation, impairment,
imperfection of title, condition or restriction of any nature (including any restriction on the transfer of any asset, any restriction
on the receipt of any income derived from any asset, any restriction on the use of any asset and any restriction on the possession, exercise
or transfer of any other attribute of ownership of any asset).


 






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“Equipment” has
the meaning set out in Section 8.3.


 


“Escrow Agent” means
Dentons Canada LLP.


  


“Escrow Agreement”
means that certain escrow agreement entered into between the Parties and the Escrow Agent, dated as of the Effective Date, attached hereto
as Exhibit C.


 


“Escrow Funds” has
the meaning set out in Section 4.1(b).


 


“Event of Force Majeure”
means any act of God, sabotage, war, invasion, insurrection, acts of terror, riot, fire, storm, flood, ice, earthquake, explosion, epidemic
or pandemic (other than COVID-19), abnormally adverse weather conditions, any Order or change in Applicable Law, or any other cause or
causes beyond the Affected Party’s reasonable control (including, without limitation, the unexpected breakdown of any Aircraft),
provided that such conditions are not primarily a result of the Affected Party’s actions, omissions, negligence or willful misconduct.


 


“Excluded Services”
means (i) any fully chartered air transportation services (including transportation by helicopter, airplane, seaplane, turbo prop,
jet or other aircraft types) provided for the following purposes: (A) medical (emergency and non-emergency), (B) forestry,
(C) wildfire, (D) police, or (E) other similar utility services, or (ii) services provided to those Persons or for
those purposes set out in Schedule 1.1(1) or consented to in writing by Blade (such consent not to be unreasonably conditioned,
withheld or delayed), provided that “Excluded Services” will not include Blade Flights or any air transportation and related
services (including transportation by helicopter, airplane, seaplane, turbo prop, jet or other aircraft types) provided, marketed, sold
or offered (A) on the Key Routes or (B) on a scheduled or by-the-seat basis.


 


“Exclusive Air Transportation
Services” means by-the-seat, scheduled, shared/crowdsourced, or charter air transportation and related services provided,
marketed, sold or offered to any Person (including transportation by helicopter, airplane, seaplane, turbo prop, jet or other aircraft),
regardless of (i) whether such air transportation was purchased or reserved (A) prior to or after the Effective Date; (B) by
a corporate entity, individual or other Person; or (C) by a travel agent or other Person acting on behalf of another Person; and
(ii) the booking method by which such transportation was purchased or reserved (including, without limitation, Helijet’s current,
previous or future booking portal, website, mobile application or other booking methods). Notwithstanding the foregoing, the definition
of Exclusive Air Transportation Services specifically excludes the Excluded Services.


 


“Existing Controlled Heliports”
means (i) the Vancouver Harbour Heliport, (ii) the Victoria Harbour Heliport and (iii) the Nanaimo Harbour Heliport.


 


“Existing Customers”
means all Persons who used or purchased the Exclusive Air Transportation Services provided, marketed, sold or offered by Helijet prior
to the Effective Date in any location.


 


“FCPA” has the meaning
set out in Section 8.12(a).


 






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“Governmental Entity”
means any (i) federal, provincial, state, territorial, municipal, local or other government or governmental or public ministry,
department, agency, tribunal, commission, board, bureau or instrumentality, domestic or foreign, including Transport Canada and the Canadian
Transportation Agency; (ii) any subdivision or authority of any of the foregoing; or (iii) any quasi-governmental or private
body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.


 


“Helijet’s Business”
means the business operated by Helijet and includes, without limitation, PHS’ Business, Exclusive Air Transportation Services and
the Excluded Services.


 


“Helijet Customer List”
means the complete list and Personal Information for all Existing Customers, which shall include, to the fullest extent possessed or
available to the Helijet Parties, each such Person’s full name, email address, physical address, billing and delivery information,
historical sales, and flight history.


 


“Helijet Indemnitees”
has the meaning set out in Section 10.1.


 


“Helijet Parties”
means Helijet and PHS.


 


“Helijet Parties’ Fundamental
Representations” means Section, 6.1(a), Section 6.1(b), Section 6.1(c), Section 6.1(d), Section 6.1(e) and
Section 6.1(f).


 


“Heliport Exclusivity Rights”
means the exclusive and non-revocable right to maintain a branded passenger lounge/terminal at the Controlled Heliports during the
Term, as further set forth in this Agreement and the Ancillary Agreements.


 


“Heliport Leases”
means the leases described in Schedule 1.1(2) and any other leases entered into during the Term by any of the Helijet Parties
of their Affiliates in relation to a Controlled Heliport, each as amended or renewed from time to time.


 


“Indemnified Party”
has the meaning set out in Section 10.3(a).


 


“Indemnifying Party”
has the meaning set out in Section 10.3(a).


 


“Initial Term” has
the meaning set out in Section 2.1(a).


 


“Initiating Document”
has the meaning set out in Section 2.1(a).


 


“Intellectual Property”
means any and all of the following in any jurisdiction: (a) patents and patent applications and all reissues, divisionals, re-examinations,
renewals, extensions, revisions, continuations and continuations-in-part thereof; (b) trademarks, service marks, trade dress, corporate,
trade, and business names and other indicia of origin, whether registered or unregistered, and all registrations and applications for
the same and all associated goodwill; (c) all copyrights and works of authorship, including all registered copyrights, applications
for copyrights, and unregistered copyrights,; (d) trade secrets; (e) internet domain names; (f) rights in Software; and
(g) all other intellectual property or similar or equivalent proprietary rights throughout the world.


 






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“IT Systems” means
all Software, systems, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches,
and all other information technology equipment, and all associated documentation, in each case, owned, leased, or licensed by Helijet
or PHS and used or held for use by the Helijet Parties in connection with, or otherwise necessary for, conducting the Helijet Business
as currently conducted


 


“Key Routes” has
the meaning set out in the Aircraft Operator Agreement.


 


“Liability” means,
with respect to any Person, any liability or obligation (including, any guarantee) of such Person of any kind whatsoever, whether known
or unknown, whether asserted or unasserted, whether determined, determinable or otherwise, whether absolute or contingent, whether accrued
or unaccrued, whether liquidated or unliquidated, whether due or to become due and whether or not required to be accrued on the financial
statements of such Person.


 


“Losses” shall mean
and include all losses, costs, damages, taxes, Liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, and
reasonable out-of-pocket expenses, including reasonable attorneys’ fees and expenses.


 


“Nanaimo Harbour Heliport
Lease” has the meaning set out in Schedule 1.1(2).


 


“New Controlled Heliport”
means any heliport, vertiport or portion of any heliport or vertiport in relation to the Routes operated by Helijet or its Affiliates
during the Term at which Helijet or any of its Affiliates has the right to prevent any Person from owning, constructing, or operating
a passenger lounge or terminal at such location, provided that “New Controlled Heliport” shall not include
any of the Existing Controlled Heliports.


 


“New Customers”
means all Persons, including any Existing Customers, who use or purchase Exclusive Air Transportation Services operated by Helijet during
the Term.


 


“New Customer List”
means the complete list and Personal Information for all New Customers, which shall include, to the fullest extent possessed or available
to the Helijet Parties, each such Person’s full name, email address, physical address, billing and delivery information, historical
sales, and flight history.


 


“New Routes” means
any routes other than the Routes.


 


“Non-Affected Party”
has the meaning set out in Section 11.2.


 


“Non-Defaulting Party”
has the meaning set out in Section 11.1(a)(iii).


 


“Offer” has the
meaning set out in Section 5.2(a).


 


“Order” means any
final and enforceable order, directive, judgment, decree, award or writ of any court or Governmental Entity.


 


“Parties” and “Party”
have the meaning set out in the preamble to this Agreement.


 






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“Permit” means any
license, permit, approval, operating authority, authorization, certificate, directive, order, variance, registration, right, privilege,
concession or franchise issued, granted, conferred or otherwise created by any Governmental Entity, including, without limitation Air
Carrier and Operator Certification and Air Operator Certificates.


 


“Person” includes
any individual, corporation, unlimited liability company, limited liability corporation, partnership, limited liability partnership,
society, sole proprietorship, firm, joint stock company, joint venture, trust, unincorporated association, unincorporated organization,
syndicate, Governmental Entity and any other entity or organization of any nature whatsoever.


 


“Permitted Transfer”
means:


 


		(a)	A sale, transfer or other disposition
                                            of equity securities of Helijet by a shareholder of Helijet specified in Schedule 6.1(a) to
                                            any of the following:



 


		(i)	An Affiliate of such shareholder.



 


		(ii)	a spouse or lineal descendant (whether
                                            natural or adopted), sibling, parent, heir, executor, administrator, testamentary trustee,
                                            lifetime trustee or legatee of such shareholder.



 
	 	(iii)	any trust, the trustees of which include only such shareholder
    or a Person specified in clause (a)(i) or (ii) of this definition the beneficiaries of which include only the Persons specified
    in clause (a)(i) or (ii) of this definition.


 


		(iv)	any corporation, limited liability company
                                            or partnership or other entity, the stockholders, members or general or limited partners
                                            or other equity holders of which include only such shareholder and/or the Persons named in
                                            clause (a)(i) or (ii) of this definition.



 


(b)          
A sale, transfer or other disposition of any equity securities of Helijet by a shareholder of Helijet specified in Schedule 6.1(a) other
than Daniel Sitnam, to another shareholder specified in Schedule 6.1(a) (including Daniel Sitnam).




 


“Personal Information”
means any information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other
personal or identifying information that is linked or linkable to a specific individual.


 


“PHS’ Business”
means business operated by PHS and includes, without limitation, the leasing by PHS of the Controlled Heliports pursuant to the Heliport
Leases.


 


“PHS Option Notice”
has the meaning set out in Section 5.1(c).


 


“PHS Option Shares”
has the meaning set out in Section 5.1(a).


 


“PHS Share Option”
has the meaning set out in Section 5.1(c)


 






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“PHS Shares” means
100% of the fully-diluted shares in the capital of PHS.


 


“Privacy Laws” means
all Applicable Laws governing the collection, use or disclosure of Personal Information, including but not limited to, the Personal
Information Protection and Electronic Documents Act (Canada), the substantially similar private-sector provincial statutes (the
Personal Information Protection Act (British Columbia and Alberta), and the Act Respecting the Protection of Personal Information
in the Privacy Sector (Quebec), and any other Applicable Laws related to privacy and data protection.


  


“PST” means Taxes,
interest, penalties and fines imposed under the Provincial Sales Tax Act (British Columbia) and the regulations made thereunder.


 


“Regulatory Approval”
means any approval, consent, permit, waiver, ruling, exemption, acknowledgement or similar authorization from any Governmental Entity,
including those required by Applicable Laws or under the terms or conditions of any Contract, Permit or Order.


 


“Remaining PHS Shares”
has the meaning set out in Section 5.2(a).


 


“Renewal Term” has
the meaning set out in Section 2.1(b).


 


“Representatives”
means, in respect of a Party, that Party’s directors, officers, employees, agents, solicitors, accountants, professional advisors
and other representatives involved in the transactions contemplated by this Agreement.


 


“Restricted Territory”
means any area within [*****] of Vancouver, Victoria, Nanaimo or any Controlled Heliport provided that, notwithstanding anything
to the contrary, the “Restricted Territory” shall be limited to Canada.


 


“Routes” means all
routes for Exclusive Air Transportation Services operated, provided, marketed, sold, or offered by the Helijet Parties pursuant to the
Collaboration, at any point in time, including, without limitation, the Key Routes.


 


“Sitnam Employment Side Letter”
means that certain side letter entered into between Helijet and Daniel Sitnam, dated as of the Effective Date, attached hereto as Exhibit F.


 


“Software” means
any (a) computer programs, including any software implementations of algorithms, models and methodologies, whether in source code
or object code, compilers, middleware, firmware, development tools and other computer software; and (b) all documentation, including
user manuals and other training documentation related to any of the foregoing.


 


“Tax” or “Taxes”
means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind (including charges
in lieu of such charges imposed by any Governmental Entity) lawfully levied, assessed or imposed by any Governmental Entity under any
Applicable Laws, including any transfer, conveyance, documentary, sales, use, registration, value added, customs, ad-valorem, excise,
consumption, GST/HST, PST, provincial sales, retail sales, land transfer, real property transfer, real property transfer gains, Canadian
federal, provincial, territorial, municipal and local, foreign or other income, capital gains, goods and services, business, real or
immovable property, personal property, franchise, withholding, payroll and employee withholding, or employer health taxes, customs, import,
anti-dumping or countervailing duties, Canada Pension Plan contributions, provincial pension plan contributions or premiums, employment
insurance premiums, and provincial workers’ compensation payments, including any interest, penalties and fines associated therewith,
and any liability for any of the foregoing as a transferee, successor, guarantor or surety or in a similar capacity under any Contract,
agreement, commitment or arrangement, written or oral, or by operation of law.


 






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“Term” has the meaning
set out in Section 2.1.


 


“Termination Damages”
has the meaning set out in Section 11.1(b)(i).


 


“Termination Event”
shall have the meaning set out in Section 11.1(a).


 


“Third Party Claim”
has the meaning set out in Section 10.5(a).


 


"Total Consideration”
means Twelve Million United States Dollars (US$12,000,000.00).


 


“Transfer Taxes”
means any and all Taxes payable in connection with the payment of the Total Consideration by the Blade Parties, and any interest, fines,
and penalties in connection therewith imposed by any Governmental Entity, but excluding any income or capital gains taxes payable by
Helijet as a result of the completion of the transactions contemplated under this Agreement.


 


“Transition Plan”
means the transition plan attached hereto as Exhibit E, as amended from time to time in a writing signed by the Parties.


 


“Victoria Harbour Heliport
Lease” has the meaning set out in Schedule 1.1(2).


 


“Working Capital Retention
Amount” means [*****].


 


		1.2	Certain Rules of
                                            Interpretation



 


In this Agreement:


 


		(a)	Writing.
                                            References in this Agreement to “writing” or comparable expressions include a
                                            reference to electronic transmission or comparable means of communication (including electronic
                                            mail); provided that the sender complies with Section 13.5.



 


		(b)	Currency.
                                            Unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”,
                                            refer to Canadian currency.



 


		(c)	Gender
                                            and Number. In this Agreement, unless the context requires otherwise, any reference to
                                            gender includes all genders and words importing the singular number only include the plural
                                            and vice versa.



 






    - 10 -


     


    

 


		(d)	Headings, etc.
                                            The division of this Agreement into Articles, Sections and other subdivisions and the
                                            inclusion of headings and a table of contents are provided for convenience only and do not
                                            affect the construction or interpretation of this Agreement.



 


		(e)	Including
                                            and Or. In this Agreement, (i) the words “include” or “including”
                                            mean “include (or including) without limitation” and the words following “include”
                                            or “including” are not to be considered an exhaustive list; and (ii) the
                                            word “or” shall be disjunctive and not exclusive.



  


		(f)	Performance
                                            on Holidays. If any act is required by the terms of this Agreement to be performed on
                                            a day which is not a Business Day, the act will be valid if performed on the next succeeding
                                            Business Day.



 


		(g)	References
                                            to Documents. Unless otherwise specified, any reference in this Agreement to this Agreement
                                            or any other agreement or document, is a reference to this Agreement or the other agreement
                                            or document as it may have been, or may from time to time be, amended, supplemented, restated,
                                            novated or replaced and includes all schedules and exhibits to it.



 


		(h)	Other
                                            References. References to Articles, Sections, Exhibits, Schedules, the Preamble and Recitals
                                            are references to articles, sections, exhibits, schedules, the preamble and recitals of this
                                            Agreement



 


		(i)	References
                                            to Persons. Unless the context otherwise requires, any reference in this Agreement to
                                            a Person includes its successors and permitted assigns.



 


		(j)	References
                                            to this Agreement. The words “hereof”, “herein”, “hereto”,
                                            “hereunder”, “hereby” and similar expressions refer to this Agreement
                                            as a whole and not to any particular section or portion of it.



 


		(k)	Statutory
                                            References. Unless otherwise specified, any reference in this Agreement to a statute
                                            includes all rules and regulations made under it, in each case as it or they may have
                                            been, or may from time to time be, amended or re-enacted.



 


		(l)	Governmental
                                            Entity. References to any Governmental Entity shall mean and include any successor or
                                            replacement Governmental Entity to the referenced one.



 


		1.3	Schedules and Exhibits



 


		(a)	The
                                            following Schedules and Exhibits form an integral part of this Agreement:



 


	 	 	Schedule 1.1(1)	Excluded Services
	 	 	Schedule 1.1(2)	Heliport Leases
	 	 	Schedule 6.1(a)	Shareholders and share capital
    of Helijet
	 	 	Schedule 6.1(b)	Shareholders and share capital
    of PHS
	 	 	Schedule 6.1(l)	Current or Pending Negotiations
    of Heliport Leases
	 	 	Schedule 6.1(u)	Scheduled Helicopter P&L
    Analysis





 






    - 11 -


     


    

 


	 	 	Exhibit A	Assignment and Bill of Sale
	 	 	Exhibit B	Aircraft Operator Agreement
	 	 	Exhibit C	Escrow Agreement
	 	 	Exhibit D	Confidentiality Agreement
	 	 	Exhibit E	Transition Plan
	 	 	Exhibit F	Sitnam Employment Side Letter




 


ARTICLE 2

TERM


 


		2.1	Term



 


		(a)	This
                                            Agreement will commence on the Effective Date and terminate on the fifth (5th) anniversary
                                            of the Effective Date (the “Initial Term”), unless earlier terminated
                                            in accordance with this Agreement.



 


		(b)	Notwithstanding
                                            Section 2.1(a), the Initial Term will automatically renew for additional two (2) year
                                            periods (each, a “Renewal Term” and together with the Initial Term, the
                                            “Term”) unless:



 


		(i)	Blade
                                            gives written notice to Helijet of its intention not to renew the Agreement at least two
                                            (2) months prior to expiration of the then current Initial Term or Renewal Term, as
                                            the case may be;



 


		(ii)	Helijet
                                            gives written notice to Blade of its intention not to renew the Agreement at least one (1) month
                                            prior to the expiration of the then current Initial Term or Renewal Term, as the case may
                                            be, because the Parties, after good faith negotiations in accordance with Section 5c
                                            of the Aircraft Operator Agreement, did not reach an agreement on Rates; or



 


		(iii)	this
                                            Agreement is terminated in accordance with ARTICLE 11.



 


		(c)	Notwithstanding
                                            the foregoing, the Parties may agree to modify the Term in a written document duly executed
                                            by the Parties.



 


ARTICLE 3

COLLABORATION


 


		3.1	Collaboration



 


The Parties will use commercially reasonable
efforts to work cooperatively and in good faith with each other, and hereby agree as follows:


 


		(a)	Transfer
                                            of the Helijet Customer List and New Customer List. Upon and subject to the terms
                                            and conditions of this Agreement, Helijet hereby sells, transfers, assigns and conveys to
                                            the Blade Parties all rights, title and interest in the Helijet Customer List free and clear
                                            of all Encumbrances. Helijet covenants to transfer to Blade the New Customer List from time
                                            to time during the Term.



 






    - 12 -


     


    

 


		(b)	Ownership.
                                            On and from the Effective Date, to the maximum extent permitted under Applicable Laws and
                                            subject only to Section 11.1(c)(iii), Section 11.2(d) and Section 11.3(c),
                                            the Blade Parties shall exclusively own the Helijet Customer List and the New Customer List,
                                            and may use, disclose or take any other action with respect to the Helijet Customer List
                                            and New Customer List as it may choose in its sole and absolute discretion. Helijet shall
                                            take all actions, and provide such cooperation and assistance to the Blade Parties and its
                                            Representatives, that are required to ensure that the Blade Parties have on and from the
                                            Effective Date, the exclusive legal and beneficial ownership of the Helijet Customer List
                                            and the New Customer List, subject to Section 11.1(c)(iii), Section 11.2(d) and
                                            Section 11.3(c).



 


		(c)	Ancillary
                                            Agreements.



 


		(i)	Concurrently
                                            with the execution of this Agreement, each Party shall execute and deliver the Ancillary
                                            Agreements to which it is a party.



 


		(ii)	Each
                                            Party shall comply with the terms and conditions of the Ancillary Agreements to which it
                                            is a party.



 


		(iii)	Helijet
                                            shall procure that Daniel Sitnam complies, in all material respects, with the terms of the
                                            Sitnam Employment Side Letter.



 


		(d)	Heliport
                                            Exclusivity Rights and Blade Heliport Lounges.



 


		(i)	The
                                            Helijet Parties hereby grant the Heliport Exclusivity Rights to the Blade Parties.



 


		(ii)	The
                                            Blade Parties may, at their sole cost and with prior written consent from the Helijet Parties
                                            (such consent not to be unreasonably withheld), construct passenger lounges and terminals
                                            at any of the Existing Controlled Heliports.



 


		(iii)	The
                                            Blade Parties may at their sole discretion and cost, construct passenger lounges and terminals
                                            at any of the New Controlled Heliports. The Blade Parties will have the right to make alterations,
                                            improvements and renovations to the New Controlled Heliports in its sole discretion and at
                                            its sole cost, to the extent permitted by Applicable Laws and the Heliport Leases.



 


		(iv)	The
                                            Helijet Parties shall provide any assistance reasonably requested by the Blade Parties in
                                            relation to any construction, alterations, improvements and renovations to the Blade Heliport
                                            Lounges.



 


		(v)	The
                                            Helijet Parties shall not allow any Person other than the Blade Parties or their Affiliates
                                            to own, construct, or operate any passenger lounges or terminals at the Controlled Heliports,
                                            unless agreed upon in writing by Blade in its sole discretion.



 






    - 13 -


     


    

 


		(e)	Air
                                            Transportation Exclusivity Rights. Helijet hereby grants the Air Transportation Exclusivity
                                            Rights to the Blade Parties. During the Term, the Blade Parties will be permitted to market,
                                            sell, arrange and promote the Exclusive Air Transportation Services operated by the Helijet
                                            Parties.



 


		(f)	Cross
                                            License Rights. Each of Helijet Parties and Blade Parties grants to the other a non-exclusive,
                                            non-assignable, non-sublicensable, royalty-free, fully paid up, limited license
                                            during the Term to use and display the other Party’s trademarks solely to the extent
                                            necessary to perform its obligations pursuant to this Agreement and the Ancillary Agreements
                                            to which it is a Party, subject to the other Party’s prior written approval of each
                                            new proposed use, and compliance with the other’s policies and limitations for trademark
                                            usage (including the right to inspect trademark usage), as may be provided from time to time.



 


		(g)	Branding
                                            Rights. The Helijet Parties shall, as mutually agreed to by the Parties acting
                                            reasonably, affix the brand decals of the Blade Parties to (i) the Dedicated Aircraft
                                            pursuant to the terms of the Aircraft Operator Agreement, and (ii) the Existing Controlled
                                            Heliports, in each case, subject to any restrictions in the, and to the maximum extent permitted
                                            by, Heliport Leases or any Applicable Laws, provided that nothing in this Section 3.1(g) shall
                                            restrict the Blade Parties from affixing brand decals of the Blade Parties to the New Controlled
                                            Heliports to the maximum extent permitted by Applicable Laws and the Heliport Leases. Unless
                                            otherwise set forth in this Agreement or the Aircraft Operator Agreement, the Blade Parties
                                            shall be responsible for any and all costs reasonably incurred by either Party in relation
                                            to the printing, affixing and removal of the Blade Parties’ decals pursuant to this
                                            Section 3.1(g).



 


		(h)	Route
                                            Expansion. The Parties shall (i) discuss and consider potential additional routes
                                            (other than the Key Routes) where the Exclusive Air Transportation Services may be operated
                                            by Helijet within Canada and the United States consistent with the terms and conditions of
                                            this Agreement and the Ancillary Agreements, as applicable, and (ii) negotiate in good
                                            faith the terms of any such expansion, which may include amendments to this Agreement and/or
                                            the Ancillary Agreements or the entry into separate Contracts between the Parties or their
                                            Affiliates.



 


		(i)	Vertiport
                                            Development. The Parties shall collaborate and pursue the development of vertiports,
                                            heliports and related infrastructure, with the Blade Parties and the Helijet Parties and/or
                                            their Affiliates jointly investing in the portions of such vertiport dedicated for Exclusive
                                            Air Transportation Services, including, without limitation, landing zones, passenger terminals
                                            and lounges, and fueling and electric charging areas, but excluding ancillary commercial
                                            development not directly related to air transportation operations (e.g., consumer shops,
                                            restaurants, etc.), subject to further Contracts entered into between the Parties or
                                            their Affiliates.



 






    - 14 -


     


    

 


		(j)	Blade
                                            Flights. The Parties will work in good faith to set the pricing for the Blade Flights,
                                            provided that the Blade Parties will have the final authority to set such pricing
                                            in its sole discretion.



 


		(k)	Transition
                                            Obligations. The Parties shall comply with the terms and conditions relevant to such
                                            party in the Transition Plan. The Parties shall negotiate in good faith to amend the Transition
                                            Plan at the reasonable request of any Party for the purposes of effecting the Collaboration,
                                            provided that such amendment is in compliance with Applicable Laws. Notwithstanding
                                            anything to the contrary in this Agreement, any breach of the Transition Plan shall not constitute
                                            a breach of this Agreement, provided that such breach does not materially adversely
                                            impact the rights and benefits of a Party in relation to the Collaboration.



 


		(l)	Compliance
                                            with Privacy Laws.



 


		(i)	The
                                            Helijet Parties shall work in good faith with the Blade Parties to obtain any Consents required
                                            under Privacy Laws for (x) the transfer of the Helijet Customer List to the Blade Parties
                                            and their Affiliates, and (y) the collection, use and disclosure of the Helijet Customer
                                            List, by the Blade Parties and their Affiliates for the purposes of the Collaboration and
                                            Blade’s Business.



 


		(ii)	Each
                                            of the Helijet Parties and the Blade Parties will ensure that, for any Personal Information
                                            of Existing Customers or New Customers that the Helijet Parties or the Blade Parties and
                                            their Affiliates, as the case may be, collects during the Term, it obtains any valid Consent
                                            required under Applicable Laws to collect, use and disclose such Personal Information for
                                            the purposes of Helijet’s Business, Blade’s Business and the Collaboration, and
                                            that any such Consents collected by the Helijet Parties will include consent for the Blade
                                            Parties and their Affiliates to collect, use and disclose such Personal Information for the
                                            purposes of undertaking Blade’s Business.



 


		(iii)	Each
                                            Party shall comply in all material respects at all times with Privacy Laws with respect to
                                            any Personal Information of Existing Customers and New Customers and, if reasonably requested
                                            by the other Parties, shall provide evidence of such compliance. If either Party becomes
                                            aware of any unauthorized use or disclosure of Personal Information relevant to the Collaboration
                                            or a breach of this Section 3.1(l)(iii), it must immediately notify the other Parties
                                            and the breaching Party shall take the necessary steps to minimize, mitigate and/or remedy
                                            the breach, if any, in consultation with the other Parties.



 


		(m)	Exclusive
                                            Air Transportation Services Revenues. During the Term, the Blade Parties shall be entitled
                                            to recognize and receive the revenues for any Exclusive Air Transportation Services provided
                                            by the Helijet Parties or their Affiliates, including, without limitation, any sales occurring
                                            before, on, or after the Effective Date, provided that the provision of the Exclusive
                                            Air Transportation Services associated with each such sale occurs after the Effective Date,
                                            regardless of whether the transportation was purchased through, or the sales revenue was
                                            collected by, Helijet or Blade or any of their Affiliates. Any such revenues that are collected
                                            by or owed to the Helijet Parties or their Affiliates shall be paid weekly to the Blade Parties
                                            (or their Affiliates, if designated by Blade), unless otherwise agreed between the Parties.



  






    - 15 -


     


    

 


		(n)	Booking
                                            Platforms. The Helijet Parties shall work in good faith to transition from Helijet’s
                                            booking platforms to the Blade Parties’ booking platforms for Exclusive Air Transportation
                                            Services and once such transition is complete, the Helijet Parties shall direct all Persons,
                                            including Existing Customers and New Customers, who search for, inquire about, request or
                                            attempt to purchase Exclusive Air Transportation Services, to the Blade Parties’ booking
                                            platforms, as advised by Blade in writing and further set forth in the Transition Plan.



 


		(o)	Medimobility.
                                            Helijet and Blade will consider in good faith and discuss the potential expansion of medical
                                            mobility, including the development of a revenue capture and revenue sharing formula for
                                            this business opportunity as a separate and segregated business stream.



 


		3.2	Reporting



 


During the Term, Helijet and Blade will
meet from time to time to further discuss the progress and results, as well as ongoing plans, or changes to the scope of the Collaboration.


 


ARTICLE 4

CONSIDERATION


 


		4.1	Total Consideration



 


		(a)	Payment
                                            to Helijet. Within three (3) Business Days following the Effective Date, Blade or
                                            Blade Sub (as determined by Blade in its sole discretion) shall deliver Ninety Percent (90%)
                                            of the Total Consideration to Helijet, in cash by wire transfer of immediately available
                                            funds to an account specified in writing by Helijet.



 


		(b)	Payment
                                            to the Escrow Agent. Within three (3) Business Days following the Effective Date,
                                            Blade or Blade Sub (as determined by Blade in its sole discretion) shall deliver Ten Percent
                                            (10%) of the Total Consideration to the Escrow Agent, in cash by wire transfer of immediately
                                            available funds to an account specified in writing by the Escrow Agent, to be held and released
                                            by the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement,
                                            and (iii) deposited by the Escrow Agent in an interest-bearing savings account or
                                            term deposit or invested in a guaranteed investment certificate or similar short term investment
                                            vehicle arranged by Blade’s solicitors acting reasonably, which interest shall accrue
                                            and be payable to Helijet within five (5) Business Days after the last release of the
                                            Escrow Funds hereunder. The funds held by the Escrow Agent pursuant to the Escrow Agreement
                                            at any time will be referred to as the “Escrow Funds”.



 






    - 16 -


     


    

 


		4.2	Allocation of the Total
                                            Consideration



 


The Parties agree that the Total Consideration
will be allocated as follows:


 


		(a)	[*****]
                                            allocated to the sale, transfer, assignment and conveyance of the Helijet Customer List;
                                            and



 


		(b)	[*****]
                                            allocated to the Collaboration (other than the sale, transfer, assignment and conveyance
                                            of the Helijet Customer List).



 


Each of the Parties covenants and agrees
that it shall not take any Tax position (whether in audits, tax returns or otherwise) that is inconsistent with the above Total Consideration
allocation, and it shall promptly advise the other Parties regarding the existence of any Tax audit, controversy or litigation related
to such Total Consideration allocation.


 


		4.3	Transfer Taxes



 


		(a)	In
                                            addition to the Total Consideration, the Blade Parties will be liable for and shall pay to
                                            Helijet, or directly to the appropriate Governmental Entities, as required, all Transfer
                                            Taxes. The Blade Parties will prepare and file any affidavits or tax returns required in
                                            connection with the payment of the Transfer Taxes at their own cost and expense. To the extent
                                            any Transfer Taxes are required to be paid by or are imposed upon the Helijet Parties, the
                                            Blade Parties shall have the right to both (i) inspect the documentation requesting
                                            payment of such Transfer Taxes, including the amount owed, and (ii) approve payment
                                            by the Helijet Parties of such Transfer Taxes, with such approval not to be unreasonably
                                            withheld. To the extent either of the Helijet Parties pays any such Transfer Taxes approved
                                            by the Blade Parties in accordance with this Section 4.3(a), the Blade Parties will
                                            reimburse, or will cause to be reimbursed, to the Helijet Parties, such Transfer Taxes within
                                            five (5) Business Days of the production of evidence of payment of such Transfer Taxes
                                            by the Helijet Parties.



 


		(b)	The
                                            Parties will furnish or cause to be furnished to the other, each at their own expense, as
                                            promptly as practicable, such information, documentation and assistance and provide additional
                                            information and explanations of any material provided, relating to the Collaboration as is
                                            reasonably necessary for the filing of any tax returns, for the claim or application for
                                            any relief, for the claim of any Tax credit, refund or similar payment, for the preparation
                                            of any audit and for the prosecution or defense of any claim, relating to any adjustment
                                            or proposed adjustment with respect to Taxes.



 


ARTICLE 5

PHS SHARE OPTION; RIGHT OF FIRST REFUSAL


 


		5.1	Option to Purchase 49%
                                            Interest in PHS



 


		(a)	Helijet
                                            hereby grants to Blade the exclusive option (the “PHS Share Option”) for
                                            it or one of its Affiliates (at the sole election of Blade) to purchase up to 49% of the
                                            PHS Shares (the “PHS Option Shares”). The aggregate purchase price for
                                            the PHS Option Shares shall be equal to (i) the percentage of PHS Option Shares purchased,
                                            multiplied by (ii) the valuation for the PHS Option Shares provided by an independent
                                            third party mutually agreed between the Parties, which unless re-valued by such independent
                                            third party due to any material changes or investments made to the PHS Business, shall be
                                            [*****]. The aggregate purchase price determined in accordance with this Section 5.1(a),
                                            shall be paid and satisfied in cash by wire transfer of immediately available funds to an
                                            account specified in writing by Helijet.



 






    - 17 -


     


    

 


		(b)	Subject
                                            to Section 5.1(c), the PHS Share Option shall be exercisable by Blade at any time on
                                            or before the date that is [*****] following the Effective Date (“Option Term”);
                                            provided that Blade shall only be permitted to exercise the PHS Share Option (i) twice
                                            during the Option Term and (ii) only if (x) no Termination Event has occurred for
                                            which either of the Blade Parties is a Defaulting Party at the time Blade or one of its Affiliates
                                            intends to exercise the PHS Share Option; or (y) this Agreement has not otherwise been
                                            terminated or expired in accordance with the terms of this Agreement.



 


		(c)	Blade
                                            may exercise the PHS Share Option by providing written notice (the “PHS Option Notice”)
                                            to Helijet at any time during the Option Term (subject to Section 5.1(b)), (i) setting
                                            out the number of PHS Option Shares that Blade is purchasing and (ii) confirming that
                                            payment of the purchase price for the PHS Option Shares has been made in full to Blade’s
                                            solicitors for payment to Helijet against delivery of share transfer documentation.



 


		(d)	Upon
                                            exercise of the PHS Share Option:



 


		(i)	Blade
                                            shall immediately be deemed to be the beneficial owner of the PHS Shares subject to such
                                            exercise and Helijet shall be deemed to be holding Blade’s interest in such PHS Shares
                                            for the sole benefit of Blade; and



 


		(ii)	Helijet
                                            shall immediately deliver to Blade a duly executed and valid instrument of transfer (in a
                                            form satisfactory to Blade) respecting the legal transfer of the PHS Shares, free and clear
                                            of all Encumbrances, subject to such exercise by Blade and such other documents as Blade
                                            may reasonably require in order to evidence or complete such transfer.



 


		(e)	Subject
                                            to the terms of this Agreement, upon the exercise of the PHS Share Option by Blade, the PHS
                                            Option Notice and this Agreement shall constitute a binding agreement of purchase and sale
                                            between Helijet and Blade.



 


		(f)	Helijet
                                            and Blade hereto covenant and agree that the PHS Share Option shall not be transferred, 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; provided that Blade shall
                                            have the right to transfer or assign the PHS Share Option to any of its Affiliates upon written
                                            notice of such transfer or assignment to Helijet.



 






    - 18 -


     


    

 


		5.2	Right of First Offer



 


		(a)	After
                                            the Option Term, if (i) Helijet wishes to sell any PHS Shares, which Blade or its Affiliates
                                            have not purchased or notified Helijet that it intends to purchase by delivering a PHS Option
                                            Notice (“Remaining PHS Shares”), Helijet shall first deliver a written
                                            offer to sell such Remaining PHS Shares to Blade or its Affiliates (the “Offer”),
                                            unless (i) a Termination Event has occurred for which either of the Blade Parties is
                                            the Defaulting Party at the time of the Offer or the sale of such Remaining PHS Shares to
                                            Blade or its Affiliates would be in violation of Applicable Laws, in which case no Offer
                                            is required to be made to Blade or its Affiliates; or (ii) this Agreement has been terminated
                                            or has expired in accordance with the terms of this Agreement.



 


		(b)	The
                                            Offer must contain:



 


		(i)	the
                                            terms and conditions upon which Helijet is prepared to sell the Remaining PHS Shares which
                                            shall be on equal or better terms to any offer granted to, or received from, a third party
                                            for the Remaining PHS Shares, including, but not limited to, the price for the Remaining
                                            PHS Shares expressed on a per share basis;



 


		(ii)	no
                                            conditions to the completion of such sale other than the continuing accuracy of any customary
                                            representations and warranties required to be given by Helijet;



 


		(iii)	a
                                            copy of the sale document or equivalent document setting out the full terms and conditions
                                            of the offer granted to, or received by, a third party, to the extent permitted subject to
                                            any confidentiality restrictions imposed upon Helijet;



 


		(iv)	confirmation
                                            whether Helijet plans to sell the Remaining PHS Shares to such third party; and



 


		(v)	the
                                            period of time during which the Offer is open for acceptance, which shall not be less than
                                            thirty (30) days after the date Blade receives the Offer (the “Acceptance Period”).



 


		(c)	If
                                            Blade or its Affiliates fail to provide notice within the Acceptance Period it shall be deemed
                                            to have not accepted the Offer and Helijet may sell the Remaining PHS Shares to any third
                                            party provided the sale is completed on terms and conditions no more favorable to the third
                                            party than those set out in the Offer.



 


ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF THE HELIJET PARTIES


 


		6.1	Representations and
                                            Warranties of the Helijet Parties



 


The Helijet Parties, jointly and severally,
represent and warrant that, as of the Effective Date:


 


		(a)	The
                                            shareholders in Helijet and the number of shares registered to each shareholder as indicated
                                            opposite its name as at the Effective Date, are detailed in Schedule 6.1(a) and such
                                            shares set collectively represent 100% of the issued and outstanding shares or other security
                                            in the capital of Helijet as at the Effective Date.



 






    - 19 -


     


    

 


		(b)	Helijet
                                            is the sole shareholder of PHS, is the legal and beneficial owner of the PHS Shares detailed
                                            in Schedule 6.1(b), free and clear of any Encumbrance, and the PHS Shares collectively represent
                                            100% of the issued and outstanding shares or other security in the capital of PHS. Except
                                            for the PHS Share Option, PHS is not a party to any outstanding option, warrant, call, subscription
                                            or other right (including any preemptive right), agreement or commitment which obligates
                                            it to issue, sell or transfer, or repurchase, redeem or otherwise acquire, any of the PHS
                                            Shares. PHS does not have any authorized or outstanding bonds, debentures, notes or other
                                            indebtedness the holders of which have the right to vote (or convertible into, exchangeable
                                            for, or evidencing the right to subscribe for or acquire securities having the right to vote)
                                            with the shareholders of PHS on any matter.



 


		(c)	Helijet
                                            is a corporation duly organized, validly existing and in good standing under the laws of
                                            Canada and has the requisite corporate power and authority to own its assets, including the
                                            Helijet Customer List, and carry on Helijet’s Business as now being conducted by it.



 


		(d)	PHS
                                            is a corporation duly incorporated and organized, validly existing and in good standing under
                                            the laws of British Columbia and has the requisite corporate power and authority to own its
                                            assets and carry on PHS’ Business as now being conducted by it.



 


		(e)	The
                                            Helijet Parties are registered, licensed or otherwise qualified to carry on Helijet’s
                                            Business and to own and operate Helijet’s Business in each jurisdiction that registration,
                                            licensing or qualification is necessary under Applicable Law.



 


		(f)	Helijet
                                            and PHS each have the requisite power and authority to execute and deliver this Agreement
                                            and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder
                                            and thereunder and to consummate the transactions contemplated hereby and thereby. The execution,
                                            delivery and performance by Helijet and PHS of this Agreement and each of the Ancillary Agreements
                                            to which it is a party and the completion of the transactions contemplated by them have been
                                            duly authorized by all necessary corporate action on behalf of Helijet and PHS, including
                                            any necessary approvals from the shareholders of Helijet and PHS as required by their constating
                                            documents and Applicable Laws. This Agreement has been duly executed and delivered by each
                                            of Helijet and PHS and, assuming that this Agreement constitutes a valid and binding obligation
                                            of the Blade Parties, constitutes a valid and binding obligation of each of Helijet and PHS
                                            enforceable against each of Helijet and PHS in accordance with its terms, except to the extent
                                            that its enforceability may be subject to applicable bankruptcy, insolvency, reorganization,
                                            moratorium or other similar Laws affecting the enforcement of creditors’ rights generally
                                            and by general equitable principles.



 


		(g)	Helijet
                                            has the full legal right, power and authority to sell, transfer and assign good and valid
                                            title to the Helijet Customer List to the Blade Parties pursuant to the terms of this Agreement,
                                            free and clear of all Encumbrances. To the knowledge of Helijet, no Person is infringing,
                                            misappropriating or making any unlawful use of the Helijet Customer List, and prior to the
                                            Effective Date, the Helijet Customer List is solely and exclusively owned and used by Helijet.
                                            The Helijet Customer List is true, correct and complete.



 






    - 20 -


     


    

 


		(h)	Helijet
                                            has obtained valid Consent to collect, use and disclose any Personal Information necessary
                                            for the purpose of undertaking Helijet’s Business in compliance with applicable Privacy
                                            Laws and CASL. Helijet has complied in all material respects with, is not in violation of,
                                            and has not received any notices of violation with respect to, any Applicable Laws, Contracts,
                                            policies, and other commitments, obligations or representations, concerning Personal Information.



 


		(i)	Helijet
                                            and PHS have no Liabilities of any nature whatsoever relating to the Helijet Customer List
                                            and no event has occurred or circumstance exists that may give rise after the Effective Date
                                            to any Liability of any nature whatsoever relating to the Helijet Customer List.



 


		(j)	The
                                            execution and delivery of this Agreement, the performance by Helijet and PHS of their respective
                                            obligations pursuant to this Agreement and each of the Ancillary Agreements to which it is
                                            a party, and the consummation by Helijet and of PHS of the transactions contemplated hereby
                                            or thereby will not (with or without the giving of notice, the lapse of time or the happening
                                            of any other event or condition):



 


		(i)	result
                                            in the breach of, or conflict with, or allow any Person to exercise any rights under, or
                                            cause Helijet or PHS to be bound by any additional or more onerous obligation under any of
                                            the terms or provisions of their respective constating documents or any Contract to which
                                            either of them is a party;



 


		(ii)	result
                                            in the breach, termination, amendment or revocation of, any Consent or Permit held by Helijet
                                            or PHS that is necessary or material to the ownership of the Helijet Customer List or the
                                            operation of Helijet’s Business;



 


		(iii)	result
                                            in the violation of any Applicable Laws; or



 


		(iv)	result
                                            in the creation of any Encumbrance on any assets of Helijet’s Business,



 


and in each case that would materially
and adversely impact the value of the Collaboration or Helijet’s Business.


 


		(k)	There
                                            is no requirement on the part of Helijet or PHS to obtain any Consent, Regulatory Approval
                                            or make any filing with or give notice to any Governmental Entity in connection with the
                                            execution and delivery of this Agreement or the consummation of the transactions contemplated
                                            by this Agreement and the Ancillary Agreements.



 






    - 21 -


     


    

 


		(l)	All
                                            rights to use and enjoy the Existing Controlled Heliports exist pursuant to the current Heliport
                                            Leases and such Heliport Leases are in full force and effect and are valid and binding obligations
                                            of PHS and the other parties thereto, enforceable in accordance with their respective terms.
                                            The Heliport Leases made available to the Blade Parties are true and correct copies of all
                                            leases (including lease amendments) relating to the Existing Controlled Heliports. Neither
                                            Helijet nor PHS has assigned, transferred subleased, licensed or otherwise granted anyone
                                            the right to use or occupy any of the Controlled Heliports or any portion thereof. No party
                                            to the Heliport Leases is in material breach or default of its obligations (with or without
                                            notice or the lapse of time or both), and neither Helijet nor PHS has received any notice
                                            alleging a material default or breach under any of the Heliport Leases, and to the knowledge
                                            of Helijet or PHS, there are no circumstances that exist that could reasonably be believed
                                            to lead to any such notice. All material amounts to be paid under the Heliport Leases have
                                            been paid in full when due and there will be no such amounts in arrears as of the Effective
                                            Date. There are no current or pending negotiations with respect to the renewal, expiry, repudiation
                                            or amendment of the Heliport Leases in connection with the Victoria Harbour Heliport and
                                            Nanaimo Harbour Heliport other than as disclosed in Schedule 6.1(l). PHS has the legal
                                            right to operate the Existing Controlled Heliports consistent with past practice. PHS has
                                            the unconditional right to grant to the Blade Parties (i) the Heliport Exclusivity Rights,
                                            and (ii) the rights set out in Section 3.1(g).



 


		(m)	Any
                                            improvements required to be made by Helijet or by PHS to any of the Heliport Leases have
                                            been completed in accordance with the terms thereunder. Helijet and PHS, as the case may
                                            be, have performed all ongoing maintenance, inspections, repairs, modifications, preventative
                                            maintenance, refueling, installations and overhaul work for its Aircraft and the Existing
                                            Controlled Heliports.



 


		(n)	There
                                            is no outstanding Order, Action, suit, proceeding at law or in equity, or any arbitration
                                            or any investigation or administrative or other proceeding by, before or against any Governmental
                                            Entity or any other Person commenced, pending or, to the knowledge of Helijet or PHS, threatened
                                            against either Helijet or PHS with respect to any of their respective assets, the Heliport
                                            Leases, Helijet’s Business or that would adversely affect the ability of Helijet or
                                            PHS to enter into this Agreement or the Ancillary Agreements to which it is a party or perform
                                            its obligations hereunder or thereunder, and to the knowledge of Helijet or PHS, there are
                                            no circumstances that exist that could reasonably be believed to lead to any such Action.



 


		(o)	No
                                            proceedings have been taken, or to the knowledge of the Helijet Parties threatened, or authorized
                                            by Helijet, PHS or by any other Person with respect to the bankruptcy, insolvency, liquidation,
                                            dissolution or winding up of any of the Helijet Parties or concerning any amalgamation, merger,
                                            consolidation, arrangement, receivership or reorganization of, or relating to, any of the
                                            Helijet Parties.



 


		(p)	Neither
                                            Helijet nor PHS are aware of any defaults or violations with respect to any of their material
                                            Contracts or the material assets of Helijet’s Business that could reasonably be expected
                                            to materially adversely impact the value of the Collaboration for any of the Blade Parties.



 


		(q)	There
                                            has not been any event, change, occurrence, fact, condition or circumstance that, individually
                                            or in the aggregate, has had or would reasonably be expected to have a material adverse effect
                                            on (i) the ability of Helijet or PHS to execute this Agreement or the Ancillary Agreements
                                            to which it is a party or to perform the transactions contemplated under such agreements
                                            or (ii) the business, results of operations, financial condition or assets of the Helijet
                                            Parties, taken as a whole. Helijet and PHS have each operated their business in the ordinary
                                            course in all material respects.



 






    - 22 -


     


    

 


		(r)	Helijet
                                            and PHS are each in compliance with all Applicable Laws related to Helijet’s Business,
                                            including, the Existing Controlled Heliports. Neither Helijet nor PHS has received any warning
                                            letters, notices of adverse findings, or similar documents that assert a lack of substantial
                                            compliance with any Applicable Laws, Orders, or any other Governmental Entity, as applicable,
                                            and there is no pending or, to their knowledge, threatened regulatory action, investigation
                                            or inquiry of any sort (other than non-material routine or periodic inspections or reviews)
                                            against Helijet or PHS.



 


		(s)	Helijet
                                            and PHS each hold and are in compliance in all material respects with all Permits of, and
                                            have made all material declarations and filings with, Governmental Entities necessary for
                                            the lawful conduct of Helijet’s Business as presently conducted and to own, use and
                                            operate the properties and assets used in Helijet’s Business. Helijet and PHS are in
                                            good standing with Transport Canada and other Governmental Entities, as the case may be,
                                            and to the knowledge of the Helijet Parties there are no pending, threatened, or anticipated
                                            actions that could lead to Helijet and/or PHS no longer remaining in good standing with Transport
                                            Canada or any other Governmental Entity.



 


		(t)	There
                                            are no actions, assessments, reassessments, requests or events of any kind or nature threatened
                                            against Helijet or PHS with respect to Taxes and there are no matters under discussion, audit
                                            or appeal between Helijet or PHS and any Governmental Entity relating to Taxes that could
                                            result in an Encumbrance on the Helijet Customer List or would impede the ability of the
                                            Helijet or PHS to perform any of their obligations hereunder or under any Ancillary Agreement
                                            to which it is a party, or would impede the Blade Parties’ ability to enjoy the full
                                            benefit of the Collaboration contemplated under this Agreement and the Ancillary Agreements
                                            to which it is a party.



 


		(u)	The
                                            Scheduled Helicopter Service P&L Analysis, attached hereto as Schedule 6.1(u), fairly
                                            presents, in all material respects, the financial condition and results of operations of
                                            Helijet and its operation of the Exclusive Air Transportation Services set forth therein,
                                            as of the dates thereof and for the periods therein referred to.



 


ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF THE BLADE PARTIES


 


		7.1	Representations and
                                            Warranties of the Blade Parties



 


The Blade Parties, jointly and severally,
represent and warrant that, as of the Effective Date:


 


		(a)	Each
                                            of Blade and Blade Sub are corporations duly incorporated and organized, validly existing
                                            and in good standing under the laws of the jurisdiction in which it is organized and have
                                            the requisite corporate power and authority to own their respective assets and carry on their
                                            respective businesses as now being conducted by it.



 






    - 23 -


     


    

 


		(b)	Blade
                                            and Blade Sub are each registered, licensed or otherwise qualified to carry on their respective
                                            businesses and to own and operate their respective businesses in each jurisdiction that registration,
                                            licensing or qualification is necessary under Applicable Law.



 


		(c)	Blade
                                            and Blade Sub each have the requisite power and authority to execute and deliver this Agreement
                                            and each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder
                                            and thereunder and to consummate the transactions contemplated hereby and thereby. The execution,
                                            delivery and performance by Blade and Blade Sub of this Agreement and each of the Ancillary
                                            Agreements to which it is a party and the completion of the transactions contemplated by
                                            them have been duly authorized by all necessary corporate action on behalf of Blade and Blade
                                            Sub, including any necessary approvals from the shareholders of Blade and Blade Sub as required
                                            by their organizational and formation documents and Applicable Laws. This Agreement has been
                                            duly executed and delivered by each of Blade and Blade Sub and, assuming that this Agreement
                                            constitutes a valid and binding obligation of the Helijet Parties, constitutes a valid and
                                            binding obligation of each of Blade and Blade Sub enforceable against each of Blade and Blade
                                            Sub in accordance with its terms, except to the extent that its enforceability may be subject
                                            to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting
                                            the enforcement of creditors’ rights generally and by general equitable principles.



 


		(d)	Blade
                                            and Blade Sub each hold and are in compliance in all material respects with all Permits of,
                                            and have made all material declarations and filings with, Governmental Entities necessary
                                            for the lawful conduct their respective business as presently conducted and to own, use and
                                            operate their respective properties and assets used in their respective businesses.



 


ARTICLE 8

COVENANTS OF THE PARTIES


 


		8.1	Operation of Helijet’s
                                            Business



 


		(a)	During
                                            the Term, the Helijet Parties, shall, unless otherwise consented to by Blade in writing,
                                            acting reasonably, or provided for in this Agreement or the Ancillary Agreements:



 


		(i)	operate
                                            Helijet’s Business, in good faith and in the ordinary course of business, and shall
                                            take all actions and allocate any resources of Helijet’s Business, including Aircraft,
                                            skilled crew, the Controlled Heliports necessary and desirable to (A) support the Collaboration,
                                            (B) comply with the terms of this Agreement, the Ancillary Agreements to which it is
                                            a party and the transactions contemplated hereunder and thereunder and (C) ensure that
                                            the Blade Parties’ rights under this Agreement and the Ancillary Agreements to which
                                            it is a party will not be adversely affected, in the reasonable opinion of Blade, by Helijet’s
                                            Business or its provision of the Excluded Services. An “adverse effect” includes,
                                            without limitation, (x) the cancellation or delay of more than 5% of the Exclusive Air
                                            Transportation Services operated by Helijet that are sold, requested or marketed by the Blade
                                            Parties pursuant to the terms of this Agreement and the Aircraft Operator Agreement, as determined
                                            and assessed by Blade on a quarterly basis; or (y) the cancellation or delay of more
                                            than 25% of Exclusive Air Transportation Services operated by Helijet that are sold, requested
                                            or marketed by Blade Parties pursuant to the terms of this Agreement and the Aircraft Operator
                                            Agreement, as determined and assessed by Blade on a monthly basis;



 






    - 24 -


     


    

 


		(ii)	use
                                            commercially reasonable efforts to preserve the rights, franchises, goodwill and relationships
                                            with the Existing Customers and New Customers in the ordinary course of business and consistent
                                            with past practice;



 


		(iii)	maintain
                                            and repair the Aircraft, Controlled Heliports, and other assets owned, operated or used in
                                            connection with Helijet’s Business as required for the Collaboration, as applicable,
                                            in the ordinary course of business and consistent with past practice, ordinary wear and tear
                                            excepted;



 


		(iv)	use
                                            commercially reasonable efforts to avoid reputational risk to Blade and its Affiliates;



 


		(v)	preserve
                                            and maintain all Permits required in order to perform its obligations with respect to the
                                            Collaboration;



 


		(vi)	use
                                            commercially reasonable efforts to ensure that the Controlled Heliport Lease Renewals are
                                            fully executed within five (5) years from the Effective Date;



 


		(vii)	maintain
                                            its books and records in accordance with best practices;



 


		(viii)	maintain
                                            net working capital levels of Helijet during the twelve (12) month period after the Effective
                                            Date at an amount no less than the Working Capital Retention Amount and provide to Blade,
                                            within five (5) Business Days of Blade providing written notice to Helijet, which shall
                                            be no more than three (3) times per calendar year, a statement of the current working
                                            capital balance of Helijet;



 


		(ix)	use
                                            the Working Capital Retention Amount only for the operation of Helijet’s Business in
                                            the ordinary course and not dividend or distribute any of the Working Capital Retention Amount;



 


		(x)	comply
                                            in all material respects with all Applicable Laws;



 


		(xi)	not
                                            amend in any material respect, waive, release, assign any material rights or terminate (other
                                            than in accordance with its terms) any Contract relating to or affecting the Collaboration
                                            that would adversely affect the ability of Helijet or PHS to perform any of their respective
                                            obligations hereunder or under any Ancillary Agreement or that would impede the Blade Parties’
                                            ability to enjoy the full benefit of the Collaboration;



 






    - 25 -


     


    

 


		(xii)	not
                                            sell, transfer, lease, license, cancel or otherwise dispose of any assets or properties,
                                            including the Controlled Heliports, used in relation to Helijet’s Business that would
                                            adversely affect the ability of Helijet or PHS to perform any of their respective obligations
                                            hereunder or under any Ancillary Agreement or that would impede the Blade Parties’
                                            ability to enjoy the full benefit of the Collaboration;



 


		(xiii)	not
                                            amend in any material respect, assign, sublease, license or otherwise effectuate any transfer
                                            of any interest in any of the Heliport Leases;



 


		(xiv)	not
                                            at any time from the Effective Date until eighteen (18) months later, except in relation
                                            to the PHS Share Option, authorize for issue, sell or deliver (A) any shares in the
                                            capital of, or other equity or voting interest in, PHS or (B) any securities convertible
                                            into, exchangeable for, or evidencing the right to subscribe for or acquire any shares in
                                            the capital of, or other equity or voting interest in PHS, or securities convertible into,
                                            exchangeable for, or evidencing the right to subscribe for, or acquire, any shares of the
                                            capital of, or other equity or voting interests in, PHS;



 


		(xv)	not
                                            commence any Claim or settle or compromise any Claim against any third party in a manner
                                            that will or could reasonably be expected to adversely impact the ability of (A) Helijet
                                            or PHS to perform any of their respective obligations hereunder or under any Ancillary Agreement
                                            or (B) the Blade Parties to enjoy the full benefit of the Collaboration;



 


		(xvi)	not
                                            enter into any Contract that would reasonably be expected to materially adversely impact
                                            the ability of (A) Helijet or PHS to perform any of their respective obligations hereunder
                                            or under any Ancillary Agreement or (B) the Blade Parties to enjoy the full benefit
                                            of the Collaboration;



 


		(xvii)	not
                                            make any change in the Accounting Principles of Helijet or PHS, other than any changes required
                                            by Applicable Laws or a change in GAAP; or



 


		(xviii)	not
                                            enter into any Contract or other commitment whatsoever to do any of the foregoing.



 


		(b)	Helijet
                                            shall provide notice to Blade of any change to the Accountable Executive (as defined in the
                                            Canadian Aviation Regulations) and the status
                                            of any submission regarding such changes filed with Transport Canada as soon as practicable.



 


		(c)	Except
                                            to the extent provided in this Agreement, Helijet shall provide Blade with prior written
                                            notice in the event of any changes, amendments or conditions arising, or any reasonably anticipated
                                            changes, amendments or conditions which may arise, which are the subject of those matters
                                            identified in this Section 8.1, provided that in circumstances where prior written
                                            notice is not commercially feasible in the circumstances, Helijet shall provide written notice
                                            to Blade as soon as practicable, and in no event more than forty-eight (48) hours,
                                            following such change, amendment or condition arising.



 






    - 26 -


     


    

 


		(d)	Helijet
                                            and/or PHS will maintain in full force at all times, with respect to the Aircraft all operations
                                            incidental to the operation thereof, including without limitation, the Blade Flights and
                                            insurance meeting or exceeding the requirements of Applicable Laws and regulations, including
                                            without limitation:



 


		(i)	Aircraft
                                            legal liability (with territorial limits at least as broad as required for all applicable
                                            flights) and with a combined single limit for loss of life, bodily injury, property damage,
                                            passenger legal liability, contractual liability, coverage for baggage and cargo, non-owned
                                            aircraft liability and defense against claims (“Aircraft Legal Liability”)
                                            of not less than CAD $30,000,000 per occurrence (or CAD $60,000,000 if requested by the Blade
                                            Parties for specific flights);



 


		(ii)	Aviation
                                            general liability coverage (with territorial limits at least as broad as required for all
                                            applicable flights) and with a combined single limit for loss of life, bodily injury, property
                                            damage, product liability, contractual liability, and defense against claims (“Aviation
                                            Premise Liability”) of not less than CAD $50,000,000 per occurrence;



 


		(iii)	Aircraft
                                            Hull All Risks insurance for all aircraft operated, including a waiver of subrogation against
                                            Blade and its Affiliates; and



 


		(iv)	worker’s
                                            compensation and employer’s liability covering all Helijet employees working in, on
                                            or in connection with the Aircraft (including without limitation all flight crew, ground
                                            crew and maintenance personnel).



 


		(e)	In
                                            the case of Aircraft Legal Liability and Aviation Premise Liability, such policy(ies) shall
                                            also extend to include personal injury, with limits not less than CAD $25,000,000 except
                                            in the case of passengers, in which case no sub-limit shall apply and it is further understood
                                            and agreed that Helijet will name Blade and its Affiliates and each of their respective directors,
                                            officers, employees, members, agents, representatives, successors and assigns as additional
                                            insureds. Helijet and PHS will cause a certificate of insurance for each coverage required
                                            hereunder to be issued to Blade. Helijet and PHS will at all times comply with all representations,
                                            warranties and other terms and conditions of each such policy of insurance required hereunder.
                                            The insurance policies detailed under Section 8.1(d) shall be without right of
                                            contribution from any other insurance which may be carried by an additional insured and shall
                                            expressly provide that, except as it relates to policy limits, all provisions shall operate
                                            in the same manner as if there was a separate policy covering each additional insured. Helijet
                                            and PHS will cause policies to be endorsed to provide that (i) such policies may not
                                            be cancelled or materially changed without 30 days prior notice to Blade, (ii) no additional
                                            insured has any obligation in respect of insurance premiums, (iii) each policy shall
                                            be primary without right of contribution, (iv) the insurers shall waive any right of
                                            subrogation or other recourse against any of the additional insured parties, (vi) such
                                            policies will not be invalidated by any act or omission or breach of warranty by Helijet
                                            or PHS provided that the additional insured so protected has not caused, contributed to or
                                            knowingly condoned the said act or omission.



 






    - 27 -


     


    

 


		8.2	Operation of Blade’s
                                            Business



 


		(a)	During
                                            the Term, the Blade Parties, shall, unless otherwise consented to by Helijet in writing,
                                            acting reasonably, or provided for in this Agreement or the Ancillary Agreements:



 


		(i)	operate
                                            Blade’s Business and take all actions and allocate any resources of Blade’s Business,
                                            necessary and desirable to (A) support the Collaboration, and (B) consummate the
                                            terms of this Agreement, the Ancillary Agreements to which it is a party and the transactions
                                            contemplated hereunder and thereunder;



 


		(ii)	maintain
                                            insurance as required by Applicable Laws at all times;



 


		(iii)	use
                                            commercially reasonable efforts to avoid reputational risk to the Helijet Parties;



 


		(iv)	perform
                                            in all material respects its obligations under this Agreement and the Ancillary Agreement
                                            to which it is a party;



 


		(v)	maintain
                                            its books and records in accordance with best practices; and



 


		(vi)	comply
                                            in all material respects with all Applicable Laws.



 


		(b)	Except
                                            to the extent provided in this Agreement, Blade shall provide Helijet with prior written
                                            notice in the event of any changes, amendments or conditions arising, or any reasonably anticipated
                                            changes, amendments or conditions which may arise, which are addressed or the subject of
                                            those matters identified in this Section 8.2, provided that in circumstances
                                            where prior written notice is not commercially feasible in the circumstances, Blade shall
                                            provide written notice to Helijet as soon as practicable, and in no event more than forty-eight
                                            (48) hours, following such change, amendment or condition arising.



 


		8.3	Joint Covenants



 


		(a)	Each
                                            of the Blade Parties and the Helijet Parties shall reasonably cooperate with each other to
                                            effect the rights and obligations contemplated by the Collaboration, including:



 


		(i)	exchanging
                                            data and other information as is reasonably necessary to perform their respective obligations
                                            under the Collaboration;



 


		(ii)	refraining
                                            from taking actions that would or could reasonably be expected to prohibit or materially
                                            limit the performance of such Party’s or any other Party’s obligations hereunder
                                            or under any of the Ancillary Agreements;



 






    - 28 -


     


    

 


		(iii)	refraining
                                            from taking actions that would or could reasonably be expected to materially reduce the value
                                            of or impede any Party’s ability to enjoy the full benefit of the Collaboration; and



 


		(iv)	obtaining
                                            any Regulatory Approval or making any filing with, or giving notice to, any Governmental
                                            Entity in connection with the Collaboration and the Ancillary Agreements.



 


		(b)	Each
                                            Party's obligations hereunder will at all times be performed:



 


		(i)	by persons
                                            who have the qualifications, knowledge, skill and ability ordinarily observed by an industry
                                            professional providing similar services as of the time such services are performed and provided;



 


		(ii)	in
                                            a timely, efficient, professional and responsible manner in accordance with the terms of
                                            this Agreement and the Ancillary Agreements to which it is a party; and



 


		(iii)	in
                                            accordance with Applicable Laws and all written security, environmental, privacy, access
                                            and other applicable policies of the other Parties disclosed in writing by such Party from
                                            time to time.



 


		8.4	Acknowledgement of Brand
                                            Ownership



 


		(a)	Helijet
                                            Parties acknowledge that Blade is the owner of the “BLADE brand” and its distinctive
                                            “Wing Design” and the Helijet Parties will take no action or make any claim that
                                            could harm or potentially harm the Blade Parties’ ownership of the BLADE brand and
                                            the Blade Parties’ rights to the Intellectual Property relating to the BLADE brand.
                                            For certainty, the BLADE brand includes, without limitation, the trademarks of MONTAUK SKY,
                                            BLADE, and the following design marks:



 


 


 


		(b)	Blade
                                            Parties acknowledge that, as between the Parties, the Helijet Parties are the owners of the
                                            “HELIJET brand” and the Blade Parties will take no action or make any claim that
                                            could harm or potentially harm the Helijet Parties’ collective ownership of the HELIJET
                                            brand and the Helijet Parties’ rights to the Intellectual Property relating to the
                                            HELIJET brand.  [*****] and the following design mark:



 






    - 29 -


     


    

 


 


 


		8.5	Collaboration Intellectual
                                            Property



 


If, and to the extent, Helijet or its
Affiliates (or any their Representatives or contractors) develops or creates, during the Term, any improvements, upgrades, updates, substitutions,
modifications or enhancements to any Intellectual Property used in connection with the Collaboration during the Term (“Collaboration
Intellectual Property”), then Helijet or its Affiliates, as the case may be, grants to the Blade Parties an exclusive, royalty-free
and irrevocable license to the Collaboration Intellectual Property, without any further action, documentation or requirement on the part
of any Party hereto, such that Blade shall be deemed and shall become the sole and exclusive legal and beneficial licensee of all the
Collaboration Intellectual Property. Helijet and its Affiliates covenant and agree, upon Blade’s reasonable request and at its
reasonable expense, to take such steps and actions, and provide such cooperation and assistance to Blade, its Affiliates, successors,
assigns and Representatives, including the execution and delivery of any affidavits, declarations, oaths, exhibits, assignments, powers
of attorney, or other documents, as may be necessary to effect, evidence, or perfect Blade, or its Affiliates, successors and assigns,
legal and beneficial ownership of an exclusive royalty free and irrevocable license to use the Collaboration Intellectual Property.


 


		8.6	IT Systems



 


		(a)	During
                                            the Term, the Helijet Parties shall permit Blade to access the necessary programs, information
                                            systems, applications, infrastructure and software of the Helijet Parties to those employees
                                            and/or contractors of the Blade Parties, to the extent that Blade reasonably requires such
                                            access in connection with the Collaboration.



 


		(b)	If
                                            the Helijet Parties make any alterations to the IT Systems of Helijet or Blade, which result
                                            in any Losses to the Blade Parties, including Losses resulting from any damage, malfunction
                                            or outage to the IT Systems of Blade or any increase in third party costs applicable to operating
                                            such IT Systems of Blade, such Losses shall be borne by Helijet.



 


		(c)	If
                                            the Helijet Parties require user testing in order to support its own programs, information
                                            systems, applications, infrastructure and Software pursuant to the Collaboration, Blade shall
                                            execute or complete such user testing, upon the reasonable request of Helijet.



 


		(d)	If
                                            any Party has access (either on-site or remotely) to any of the computer systems and/or
                                            information stores of another Party in connection with the Collaboration, it shall limit
                                            such access solely to the use of such systems and information stores as reasonably required
                                            in connection with the Collaboration, and shall not knowingly access or attempt to access
                                            any computer systems, information stores, files, Software or services other than those reasonably
                                            required in connection with the Collaboration.



 






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		(e)	Each
                                            Party acknowledges and agrees that (i) all user identification numbers and passwords
                                            disclosed to the other Party(ies) and any information obtained by such other Party(ies) as
                                            a result of any access shall be deemed to be, and treated as, Confidential Information; and
                                            (ii) such other Party(ies) shall reasonably cooperate in the investigation of any apparent
                                            unauthorized access, during the Term, to any premises or technology systems of such Party(ies)
                                            or third party service providers.



 


		8.7	Equipment Sharing



 


In the event that any equipment, devices
or other tangible assets (“Equipment”) are provided by one Party to another, or any of their representatives, employees
or contractors in connection with their performance of the Collaboration, the following conditions shall apply:


 


		(a)	the
                                            Equipment will be made available to such Party, as applicable, and used by such Party for
                                            the sole purpose of performance of the Collaboration and in accordance with such reasonable
                                            policies and procedures the Parties may agree to from time to time;



 


		(b)	title
                                            to, and ownership of and all property rights in any Equipment shall remain with the original
                                            owner of the Equipment, as applicable, and Parties shall not perform, and shall cause its
                                            employees to perform any act that is inconsistent with the foregoing; and



 


		(c)	upon
                                            expiry or termination of this Agreement, unless otherwise agreed in writing by the Parties,
                                            each Party shall cause the return of the Equipment to the original owner, as applicable,
                                            in good operating condition, subject to reasonable wear and tear, to such address as may
                                            be specified in writing by such Party.



 


		8.8	Additional Security
                                            Requirements



 


The Parties shall, and shall cause
each of its Representatives, employees and contractors to, comply with the following:


 


		(a)	each
                                            Party will comply with, and not attempt to circumvent, all reasonable policies, protocols,
                                            mechanisms or processes of the Blade Parties that may be communicated in writing to such
                                            Party from time-to-time, including in relation to the storage of Personal Information,
                                            information security, insider trading and securities law compliance, that are applicable
                                            to the Collaboration, subject to Applicable Laws;



 


		(b)	each
                                            Party will only use legally licensed versions of Software in connection with the performance
                                            of the Collaboration and shall remain in compliance with all rules and requirements
                                            applicable to such Software, including the applicable software provider’s end-user
                                            license agreement; and



 





		(c)	each
                                            Party will immediately advise the other Party of any suspected or known breach or loss of
                                            any device used in connection with the performance of the Collaboration, including (without
                                            limitation) any breach in connection with the IT Systems.


 






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		8.9	No Change of Control



 


During the Term, neither Helijet, PHS,
nor Blade Sub will merge, amalgamate or consolidate with any Person or otherwise experience a Change of Control without prior written
consent of the other Party, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, if such merger, amalgamation,
consolidation or Change of Control, as reasonably determined by Helijet or the Blade Parties, as the case may be, (i) is with a
Person that is a direct competitor with the other Party or its Affiliates or a Competitive Business; or (ii) materially impacts
the other Parties rights under this Agreement or any of the Ancillary Agreements, then the respective Helijet Party or Blade Party, as
the case may be, may withhold its consent in its sole and unfettered discretion.


 


		8.10	No Assignment



 


Except as otherwise provided in this
Agreement, no Party may assign this Agreement or the Ancillary Agreements, in whole or in part, without the prior written consent of
the other Parties. Notwithstanding the foregoing, Helijet and the Blade Parties, as the case may be, may assign this Agreement in whole
or in part to any of its wholly-owned Affiliates, on the condition that (a) Helijet and the Blade Parties, as the case may be,
shall remain completely responsible for the performance of the rights and obligations under this Agreement and the Ancillary Agreements
to which they are a party notwithstanding such assignment, and (b) no assignment shall adversely impact the rights of the Blade
Parties with respect to the Collaboration including the use by the Blade Parties of the Controlled Heliports pursuant to the Heliport
Leases.


 


		8.11	No Liquidation, Wind
                                            up or Dissolution



 


No Party shall adopt a plan of liquidation,
dissolution, merger, consolidation, restructuring, recapitalization or reorganization or file for the appointment of a receiver, administrator
or administrative receiver, trustee or similar officer of its assets or revenues.


 


		8.12	Foreign Corrupt Practices



 


		(a)	Each
                                            of the Parties covenant that it shall not, and shall not permit any of its subsidiaries or
                                            Affiliates or any of its or their respective directors, officers, managers, employees, independent
                                            contractors, representatives or agents to, promise authorize or make any payment to, or otherwise
                                            contribute any item of value to, directly or indirectly, to any third party, including any
                                            Non-U.S. Official (as such term is defined in the U.S. Foreign Corrupt Practices Act
                                            of 1977, as amended (the “FCPA”)), in each case, in violation of the Corruption
                                            of Foreign Public Officials Act (Canada), as amended (the “CFPO”),
                                            the FCPA, or any other applicable anti-bribery or anti-corruption law.



 






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		(b)	Helijet
                                            and Blade each covenant that it shall:



 


		(i)	(and
                                            shall cause each of its subsidiaries and Affiliates to) cease all of its or their respective
                                            activities as well as remediate any actions taken by it, its subsidiaries or Affiliates,
                                            or any of their respective directors, officers, managers, employees, independent contractors,
                                            representatives or agents in violation of the CFPO, the FCPA, or any other applicable anti-bribery
                                            or anti-corruption law;



 


		(ii)	(and
                                            shall cause each of its subsidiaries and Affiliates to) maintain systems of internal controls
                                            (including accounting systems, purchasing systems and billing systems) to ensure compliance
                                            with the CFPO, the FCPA, or any other applicable anti-bribery or anti-corruption
                                            law;



 


		(iii)	promptly
                                            notify Blade or Helijet, as the case may be, if it becomes aware of any actual or threatened
                                            enforcement action, or any circumstances which could reasonably lead to such enforcement
                                            action, in relation to any actual, suspected or alleged violation of the CFPO, the FCPA,
                                            or any other applicable anti-bribery or anti-corruption law; and



 


		(iv)	cause
                                            any of its Affiliates, whether now in existence or formed in the future, to comply with the
                                            FCPA and CFPO and all Applicable Laws.



 


ARTICLE 9

NON-COMPETITION AND NON-SOLICITATION


 


		9.1	Restrictive Covenants
                                            of the Helijet Parties



 


The Helijet Parties acknowledge that
(i) the goodwill associated with Helijet’s Business are an integral component of the value of the Collaboration to the Blade
Parties and is reflected in the value of the Total Consideration; and (ii) the agreement of Helijet Parties in this Section are
necessary to preserve the value of the Collaboration for the Blade Parties during the Term and is a material inducement to the Blade
Parties to enter into this Agreement and to perform its obligations hereunder. The Helijet Parties both acknowledge that the limitations
of time, geography and scope of activity agreed to in this ARTICLE 9 are reasonable because, among other things, the Blade Parties
and the Helijet Parties are engaged in a highly competitive industry and the Helijet Parties are receiving significant consideration
in connection with the consummation of the Collaboration, and therefore the Helijet Parties each agree as follows:


 


		(a)	Unless
                                            consented to in writing by Blade, to the maximum extent permitted by Applicable Laws, each
                                            of the Helijet Parties will not and shall procure that their Affiliates, do not, directly
                                            or indirectly:



 


		(i)	(A) 
                                            serve as a partner, principal, licensor, licensee, employee, consultant, officer, director,
                                            manager, agent, affiliate, representative, advisor, promoter, associate, investor, or otherwise
                                            for any business that operates or otherwise provides, (B) own, purchase, organize or
                                            take preparatory steps for the organization of, (C) act as an intermediary in coordinating,
                                            recommending, brokering, marketing, offering, “steering” or providing Exclusive
                                            Air Transportation Services on behalf of or in relation with any, or (D) build, design,
                                            finance, acquire, lease, operate, manage, control, invest in, work or consult for or otherwise
                                            join, participate in, or affiliate with, a Competitive Business operating routes with departure
                                            or arrival points in the Restricted Territory;



 






    - 33 -


     


    

 


		(ii)	encourage,
                                            induce, attempt to induce, solicit or attempt to solicit any (A) customer of Blade or
                                            its Affiliates including, without limitation, Existing Customers and New Customers, to cease
                                            its customer relationship with Blade or its Affiliates, or (B) any Person, employee,
                                            or independent contractor working with Blade or its Affiliates to leave the employment, relationship
                                            or other service of Blade or its Affiliates, it being understood that the placement of general
                                            advertisements that may be targeted to a particular geographic or technical area but which
                                            are not targeted directly or indirectly towards such Persons, employees or independent contractors,
                                            shall not be deemed to be a breach of this Section;



 


		(iii)	allow
                                            any Competitive Business to market, sell, promote, and/or arrange Exclusive Air Transportation
                                            Service to or from any Controlled Heliports to the maximum extent permitted by Applicable
                                            Laws;



 


		(iv)	allow
                                            passengers or customers of a Competitive Business to utilize the passenger lounges and terminals
                                            at the Controlled Heliports, including the Blade Heliport Lounges;



 


		(v)	allow
                                            any Competitive Business to construct, lease or otherwise maintain a passenger lounge or
                                            terminal space at the Controlled Heliports that is private, semi-private or branded;
                                            or



 


		(vi)	operate,
                                            provide, market, sell, resell or offer Exclusive Air Transportation Services, or allow any
                                            other Person to operate, provide, market, sell, resell or offer Exclusive Air Transportation
                                            Services on behalf of the Helijet Parties, with departure or arrival points in the Restricted
                                            Territory, to any Person other than the Blade Parties or for Blade Flights.



 


		9.2	Restrictive Covenants
                                            of the Blade Parties



 


		(a)	Unless
                                            otherwise consented to in writing by Helijet, to the maximum extent permitted by Applicable
                                            Laws, each of the Blade Parties will not, and shall procure that their Affiliates do not,
                                            directly or indirectly:



 


		(i)	(A) operate
                                            or otherwise provide, (B) serve as a partner, principal, licensor, licensee, employee,
                                            consultant, officer, director, manager, agent, affiliate, representative, advisor, promoter,
                                            associate, investor, or otherwise for any business that operates or otherwise provides, (C) own,
                                            purchase, organize or take preparatory steps for the organization of, or (D) build,
                                            design, finance, acquire, lease, operate, manage, control, invest in, work or consult for
                                            or otherwise join, participate in, or affiliate with, any Competitive Business operating
                                            routes competitive against the Key Routes or routes jointly developed by the Parties pursuant
                                            to the Collaboration with departure or arrival points in the Restricted Territory;



 






    - 34 -


     


    

 


		(ii)	encourage,
                                            induce, attempt to induce, solicit or attempt to solicit any (A) customer of Helijet
                                            or its Affiliates, which does not include any Existing Customer or New Customer, to cease
                                            its customer relationship with Helijet or its Affiliates, or (B) any Person, employee,
                                            or independent contractor working with Helijet or its Affiliates to leave the employment,
                                            relationship or other service of Helijet or its Affiliates, it being understood that the
                                            placement of general advertisements that may be targeted to a particular geographic or technical
                                            area but which are not targeted directly or indirectly towards such Persons, employees or
                                            independent contractors, shall not be deemed to be a breach of this Section; or



 


		(iii)	market,
                                            sell, promote and/or arrange Exclusive Air Transportation Services on a scheduled or by-the-seat
                                            basis on a New Route unless the Blade Parties first offer to Helijet, in good faith and on
                                            commercially reasonable terms, the right to operate such Exclusive Air Transportation Services
                                            on such New Routes.



 


		9.3	Exception and Remedies



 


		(a)	This
                                            ARTICLE 9 shall not restrict any Party or its Affiliates from passively owning (directly
                                            or indirectly through a mutual fund or similar common investment vehicle) less than 1.0%
                                            of any securities of any Person involved in a Competitive Business in accordance with Applicable
                                            Laws, treating for such purposes any securities owned by an Affiliate of a Party as owned
                                            by such Party, as applicable.



 


		(b)	The
                                            covenants contained in this ARTICLE 9 shall be construed as a series of separate covenants,
                                            one for each country, province, state, city or other political subdivision of the Restricted
                                            Territory. Except for geographic coverage, each such separate covenant shall be deemed identical
                                            in terms to the covenants contained in this ARTICLE 9. The Parties agree that in the
                                            event of a breach or threatened breach by a Party of any of the covenants set forth in this
                                            ARTICLE 9, monetary damages alone would be inadequate to fully protect the non-breaching
                                            Party from, and compensate the non-breaching Party for, the harm caused by such breach
                                            or threatened breach. Accordingly, the Parties agree that if a Party breaches or threatens
                                            breach of any provision of this ARTICLE 9, the non-breaching Party shall be entitled
                                            to, in addition to any other right or remedy otherwise available, the right to injunctive
                                            relief restraining such breach or threatened breach and to specific performance of any such
                                            provision of this ARTICLE 9, and the non-breaching Party shall not be required to
                                            post a bond in connection with, or as a condition to, obtaining such relief before a court
                                            of competent jurisdiction.



 






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ARTICLE 10

INDEMNIFICATION


 


		10.1	Indemnification by
                                            Blade



 


Subject to the other provisions of this
ARTICLE 10, Blade and Blade Sub hereby agree to jointly and severally indemnify, save and hold harmless Helijet and its Affiliates
and each of its directors, officers, employees, members, agents, representatives, successors and assigns (each, a “Helijet Indemnitee”
and together, the “Helijet Indemnitees”) from and against any all Losses asserted against or incurred by the Helijet
Indemnitees as a result of, arising out of or related to (a) the breach of the representations or warranties contained in this Agreement
or the Ancillary Agreements; (b) the breach of covenants and agreements of Blade or Blade Sub in this Agreement or the Ancillary
Agreements to which it is a party; (c) any act of negligence or willful misconduct by the Blade Parties or their respective agents,
contractors (other than the Helijet Parties or their Affiliates), servants, employees or guests in connection with this Agreement, the
Ancillary Agreements to which it is a party or the performance of the obligations of the Blade Parties’ pursuant to such agreements;
(d) any damage to the Aircraft caused by the gross negligence or willful misconduct of the Blade Parties, or of any the employees
or passengers of the Blade Parties; (e) the actions or omissions of the Blade Parties, their employees or contractors in relation
to the construction of the Blade Heliport Lounges, to the extent that any of the Helijet Indemnitees did not contribute to such Losses;
or (f) damage, malfunction or outage to the IT Systems of Helijet caused by the Blade Parties or their employees or contractors,
to the extent that any of the Helijet Indemnitees did not contribute to such Losses.


 


		10.2	Indemnification by
                                            Helijet



 


Subject to the other provisions of this
ARTICLE 10, Helijet and PHS hereby agree to jointly and severally indemnify, save and hold harmless Blade and its Affiliates and
each of its directors, officers, employees, members, agents, representatives, successors and assigns (each, a “Blade Indemnitee”
and together, the “Blade Indemnitees” ) from and against any all Losses asserted against or incurred by the Blade
Indemnitees as a result of, arising out of or related to (a) the breach of the representations and warranties contained in this
Agreement or the Ancillary Agreements, (b) the breach of covenants and agreements of Helijet or PHS in this Agreement or the Ancillary
Agreements to which it is a party; (c) any act of negligence or willful misconduct by the Helijet Parties or their respective agents,
contractors (other than the Blade Parties or their Affiliates), servants, employees or guests in connection with this Agreement, the
Ancillary Agreements to which it is a party or the performance of the obligations of the Helijet Parties’ pursuant to such agreements;
(d) the Collaboration, including with respect to loss of life, personal injury, property damage (including relating to the Aircraft),
passenger legal liability, product liability, contractual liability, independent contractors, and coverage for baggage and cargo; (e) the
actions or omissions of the Helijet Parties, their employees or contractors in relation to the construction of the Blade Heliport Lounges,
to the extent that any of the Blade Indemnitees did not contribute to such Losses; and (f) damage, malfunction or outage to the
IT Systems of the Blade Parties caused by the Helijet Parties or their employees and/or contractors, to the extent that any of the Blade
Indemnitees did not contribute to such Losses.


 






    - 36 -


     


    

 


		10.3	Limitations



 


		(a)	The
                                            Party making any indemnification pursuant to this Agreement will be referred to as the “Indemnifying
                                            Party” and the Blade Indemnitees or the Helijet Indemnitees, as the case may be,
                                            receiving such indemnification will be referred to as the “Indemnified Party”.



 


		(b)	The
                                            representations and warranties contained in Section 6.1 and Section 7.1 shall survive
                                            and continue in full force and effect until the date that is eighteen (18) months following
                                            the Effective Date, except for the Helijet Parties’ Fundamental Representations and
                                            the Blade Parties’ Fundamental Representations which shall survive and continue in
                                            full force and effect for the Term.. For the avoidance of doubt, it is the intention of the
                                            Parties that the foregoing respective survival periods and termination dates supersede any
                                            applicable statutes of limitations that would otherwise apply to such representations and
                                            warranties.



 


		(c)	The
                                            indemnification provided for in Section 10.1(a) and 10.2(a) shall be subject
                                            to the following limitations:



 


		(i)	Claims
                                            Basket. An Indemnified Party shall only be entitled to indemnification pursuant to Section 10.1(a) or
                                            Section 10.2(a) to the extent the aggregate amount of all Losses incurred by the
                                            Indemnified Party for the which the Indemnified Party is entitled to indemnification pursuant
                                            to Section 10.1(a) or Section 10.2(a), as the case may be, exceeds [*****]
                                            (the “Basket Amount”), and the Indemnified Party shall only be entitled
                                            to indemnification for such Losses to the extent such Losses exceed the Basket Amount; and



 


		(ii)	Indemnification
                                            Cap. The aggregate amount of Losses for which an Indemnified Party shall be entitled
                                            to indemnification pursuant to Section 10.1(a) or Section 10.2(a) will
                                            not exceed:



 


		(A)	[*****]
                                            for breaches of the representations or warranties contained in this Agreement or the Ancillary
                                            Agreements, other than the Blade Parties’ Fundamental Representations and the Helijet
                                            Parties’ Fundamental Representations; and



 


		(B)	The [*****] for breaches of the Blade Parties’ Fundamental Representations and the Helijet
                                                                                                   Parties’ Fundamental Representations.



 


For the avoidance of doubt, the limitations set forth in this
Section 10.3(c) shall not apply to indemnification claims under Sections 10.1(b) to (d) and 10.2(b) to (d).


 






    - 37 -


     


    

 


		(d)	The
                                            amount of any Losses for which indemnification is provided under Section 10.1 and Section 10.2
                                            shall be net of (a) any amounts actually recovered by the Indemnified Party (net of
                                            any costs of investigation of the underlying claim and of collection) pursuant to any indemnification
                                            by or indemnification agreement with any Person (other than this Agreement), (b) any
                                            insurance proceeds (net of any costs of investigation of the underlying claim and of collection)
                                            actually received as an offset against such Losses and (c) any Termination Damages payable
                                            by the Helijet Parties pursuant to Section 11.1(b)(i) or Section 11.2(a) (each
                                            such source of recovery, a “Collateral Source”). If, after payment by
                                            the Indemnifying Party of an amount under this ARTICLE 10, the Indemnified Party actually
                                            recovers from any Collateral Source an amount which would have been netted pursuant to this
                                            Section 10.3(d), then the Indemnified Party must promptly repay the Indemnifying Party
                                            the difference between the amount paid by the Indemnifying Party and the amount recovered
                                            from a Collateral Source.



 


		(e)	The
                                            Indemnified Party shall take commercially reasonable steps to mitigate any Losses as soon
                                            as reasonably practicable after such Indemnified Party becomes aware of any event which does,
                                            or could reasonably be expected to, give rise to any such Losses.



 


		(f)	In
                                            the event an Indemnified Party shall recover Losses in respect of a claim of indemnification
                                            under this ARTICLE 10, no other Indemnified Party shall be entitled to recover the same
                                            Losses in respect of a separate claim for indemnification related to the same subject matter.



 


		10.4	Indemnification Procedure.



 


		(a)	Promptly
                                            after the incurrence of any Losses by an Indemnified Party, giving rise to indemnification
                                            hereunder, the Indemnified Party shall deliver to the Indemnifying Party a certificate (a
                                            “Claim Certificate”), which shall:



 


		(i)	state
                                            that the Indemnified Party has incurred or anticipates that it will incur Losses for which
                                            such Indemnified Party believes it is entitled to indemnification pursuant to this ARTICLE 10;
                                            and



 


		(ii)	specify
                                            in reasonable detail the Losses that have been sustained by the Indemnified Party, including
                                            copies of all material written evidence relating to the Losses, and the nature of the misrepresentation,
                                            breach of warranty, breach of covenant or claim to which each such item is related and the
                                            computation of the amount to which such Indemnified Party claims to be entitled hereunder.



 






    - 38 -


     


    

 





		(b)	The
                                            Indemnifying Party shall have thirty (30) days after receipt by the Indemnifying Party of
                                            such Claim Certificate to respond in writing with an objection to the Claim Certificate,
                                            which shall specify in reasonable detail the basis for such objection. During such thirty
                                            (30)-day period, the Indemnified Party shall allow the Indemnifying Party and its professional
                                            advisors to investigate the matter or circumstance alleged to give rise to the Losses under
                                            the Claim Certificate, and whether and to what extent any amount is payable in respect of
                                            the Claim Certificate and the Indemnified Party shall assist the Indemnifying Party’s
                                            investigation by giving such information and assistance (including access to the premises
                                            and personnel of the Indemnified Party and their respective Affiliates and the right to examine
                                            and copy any accounts, documents or records) as the Indemnifying Party or any of its professional
                                            advisors may reasonably request. If, within such thirty (30)-day period, the Indemnifying
                                            Party:


 


		(i)	does
                                            not respond, the Indemnifying Party shall be deemed to have accepted the contents of the
                                            Claim Certificate; or



 


		(ii)	delivers
                                            an objection notice in accordance with this Section 10.4(b), then the parties shall
                                            use good faith efforts to agree to a resolution of the disputed amounts in the Claim Certificate
                                            during the sixty (60)-day period following receipt of the objection by the Indemnified Party.
                                            If, at the expiry of this sixty (60)-day period, no agreement has been reached, then the
                                            Indemnified Party shall be permitted to submit such dispute to the courts set forth in Section 13.6.



 


		(c)	For
                                            the avoidance of doubt, this Section 10.4 does not apply to Third Party Claims, which
                                            are dealt with under Section 10.5.



 


		10.5	Third Party Claims.



 


		(a)	If
                                            the Indemnified Party receives notice of the assertion or commencement of any Action, suit,
                                            claim or other legal proceeding made or brought by any Person who is not a party to this
                                            Agreement or an Affiliate thereof (a “Third Party Claim”), and if the
                                            Indemnified Party intends to seek indemnity with respect thereto under this ARTICLE 10,
                                            then the Indemnified Party shall promptly notify the Indemnifying Party of such Third Party
                                            Claim. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable
                                            detail, shall include copies of all material written evidence thereof and shall indicate
                                            the estimated amount, if reasonably practicable, of the Losses that has been or may be sustained
                                            by the Indemnified Party. The Indemnifying Party shall have the right but not the obligation
                                            to assume the conduct and control of the settlement or defense of such Third Party Claim,
                                            through counsel it so chooses in its sole discretion at the expense of the Indemnifying Party.
                                            The Indemnifying Party shall have the right to take such action as it deems necessary to
                                            avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim
                                            in the name and on behalf of the Indemnified Party and the Indemnifying Party may compromise
                                            or settle the same; provided that the Indemnifying Party may not settle any such Third Party
                                            Claim unless such settlement includes an unconditional waiver of any Liability on the part
                                            of the Indemnified Party. If the Indemnifying Party assumes the defense of the Third Party
                                            Claim, the Indemnifying Party shall permit the Indemnified Party to participate in, but not
                                            control, the defense of such Third Party Claim through counsel chosen by the Indemnified
                                            Party; provided, however, that the fees and expenses of such counsel shall be borne
                                            by the Indemnified Party. If the Indemnifying Party elects not to control or conduct the
                                            defense or prosecution of a Third Party Claim, the Indemnifying Party nevertheless shall
                                            have the right to participate in the defense or prosecution of any Third Party Claim and,
                                            at its own expense, to employ counsel of its own choosing for such purpose.



 






    - 39 -


     


    

 


		(b)	The
                                            Indemnifying Party and the Indemnified Party shall cooperate with each other in all reasonable
                                            respects in connection with the defense of any Third Party Claim, including making available
                                            records relating to such Third Party Claim and furnishing, without expense to the Indemnifying
                                            Party and/or its Representatives, such employees of the Indemnified Party and their respective
                                            Affiliates as may be reasonably necessary for the preparation of the defense of any such
                                            Third Party Claim or for testimony as witnesses in any proceeding relating to such Third
                                            Party Claim.



 


		(c)	The
                                            Indemnified Party shall not have the right to pay or settle any such Third Party Claim without
                                            the prior written consent of the Indemnifying Party.



 


		10.6	Payment.



 


		(a)	“Agreed
                                            Claims” means, collectively, (i) Claims for Losses deemed accepted by the
                                            Indemnifying Party pursuant to Section 10.4(a)(i); (ii) claims for Losses which
                                            have been agreed between the Indemnified Party and the Indemnifying Party or judicially determined
                                            pursuant to Section 10.4(b)(ii); and (iii) claims for Losses in relation to Third
                                            Party Claims that have been settled or judicially determined pursuant to Section 10.5.



 


		(b)	Within
                                            ten (10) Business Days of the determination of the amount of any Agreed Claim (or at
                                            such other time as the Indemnified Party and the Indemnifying Party shall agree in writing):



 


		(i)	In the
                                            case of a payment owing by the Helijet Parties to the Blade Indemnitees:



 


		(A)	the
                                            Parties shall provide a notice to the Escrow Agent pursuant to the Escrow Agreement for the
                                            release of such amount of the Escrow Funds required to satisfy the Agreed Claims; and



 


		(B)	If
                                            the Escrow Funds are not sufficient to satisfy the total amount of the Agreed Claims (such
                                            outstanding amount, the “Shortfall”), then the Helijet Parties shall pay
                                            to the Blade Indemnitees an amount equal to the Shortfall in cash by wire transfer of immediately
                                            available funds to the bank account or accounts designated by Blade in a notice to Helijet,



 


In the case of a payment owing by the
Blade Indemnitees by the Helijet Parties, then the Blade Parties shall pay to the Helijet Indemnitees such amount owing in cash by wire
transfer of immediately available funds to the bank account or accounts designated by Helijet in a notice to Blade.


 


		10.7	Sole Remedy



 


The remedies provided in this Article 10
shall be the exclusive remedies of the Parties hereto and their successors and assigns after the Effective Date with respect to any breach
of, or inaccuracy in, any of the representations or warranties set forth in this Agreement.


 






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ARTICLE 11

TERMINATION


 


		11.1	Termination for Cause



 


		(a)	A
                                            “Termination Event” shall occur in relation to a Party (the “Defaulting
                                            Party”) if:



 


		(i)	it ceases,
                                            is unable to or threatens to cease to carry-on its business or substantially all of its business
                                            or has the permits or licenses necessary for it to carry-on its business under Applicable
                                            Laws suspended or terminated for whatever reason;



 


		(ii)	it
                                            breaches any representation, warranty or covenant in this Agreement or any of the Ancillary
                                            Agreements to which it is a party and such breach is material or persistent or will or will
                                            reasonably be likely to result, individually or in the aggregate, in a materially adverse
                                            impact on any Party’s rights pursuant to the Collaboration or business of any Party,
                                            provided that if such breach is capable of remedy, such breach has not been remedied by the
                                            Defaulting Party to the reasonable satisfaction of the Helijet Parties or the Blade Parties,
                                            as applicable (the “Non-Defaulting Party”) within fifteen (15) Business
                                            Days of that Non-Defaulting Party providing written notice to the Defaulting Party requiring
                                            such remedy; or



 


		(iii)	with
                                            respect to a Helijet Party, it loses the ability to operate Exclusive Air Transportation
                                            Services from any of the Existing Controlled Heliports, except if such loss of ability primarily
                                            results from an Event of Force Majeure;



 


		(iv)	an
                                            Order of a tribunal of competent jurisdiction is entered adjudging such Party bankrupt or
                                            insolvent, there is a properly filed petition seeking the winding up of such Party under
                                            the Companies’ Creditors Arrangement Act (Canada), the Bankruptcy and Insolvency Act
                                            (Canada) or any other bankruptcy, insolvency or analogous laws or issuing sequestration or
                                            process of execution against any part of the assets of such Party, or ordering the winding
                                            up and liquidation of any of the Party’s business, as the case may be;



 


		(v)	it becomes
                                            insolvent, makes an assignment in bankruptcy or makes any other assignment for the benefit
                                            of creditors, makes any proposal under the Bankruptcy and Insolvency Act (Canada), or seeks
                                            relief from creditors under the Companies’ Creditors Arrangement Act (Canada) or such
                                            similar legislation;



 


		(vi)	a receiver,
                                            liquidator, trustee or other person or officer with like powers is appointed with respect
                                            to, or an encumbrancer shall take possession of, or any material portion of the properties
                                            or assets of such Party;



 


		(vii)	it
                                            undergoes a Change of Control in contravention of Section 8.9;



 


		(b)	If
                                            a Termination Event occurs and the Defaulting Party is one or both of the Helijet Parties,
                                            the Blade Parties may terminate this Agreement and the Aircraft Operator Agreement, effective
                                            immediately upon the delivery of written notice to the Helijet Parties, and upon such termination:



 






    - 41 -


     


    

 


		(i)	The
                                            Helijet Parties shall jointly and severally, pay the following amounts (“Termination
                                            Damages”) in cash by wire transfer of immediately available funds to the bank account
                                            or accounts designated by the Blade Parties in a notice to the Helijet Parties:



 


		(A)	If
                                            the termination of this Agreement occurs on or before the date that is [*****] after the
                                            Effective Date: [*****];



 


		(B)	If
                                            the termination of this Agreement occurs the date that is after [*****] after the Effective
                                            Date and on or before the date that is [*****] after the Effective Date: [*****];



 


		(C)	If
                                            the termination of this Agreement occurs on the date that is after [*****] after the Effective
                                            Date and on or before the date that is [*****] after the Effective Date: [*****];



 


		(D)	If
                                            the termination of this Agreement occurs on the date that is after [*****] after the Effective
                                            Date and on or before [*****] after the Effective Date: [*****];



 


		(E)	If
                                            the termination of this Agreement occurs on the date that is after [*****] after the Effective
                                            Date and on or before [*****] after the Effective Date: [*****].



 


The Parties intend that Termination Damages
constitute compensation, and not a penalty. The Parties acknowledge and agree that the harm caused to the Blade Parties by a Termination
Event for which any of the Helijet Parties are the Defaulting Party would be impossible or very difficult to accurately estimate as of
the Effective Date, and that Termination Damages are a reasonable estimate of the anticipated or actual harm that might arise from a
Termination Event.


 


		(ii)	The
                                            Parties shall instruct the Escrow Agent to release any remaining Escrow Funds to the Blade
                                            Parties in accordance with the Escrow Agreement;



 


		(iii)	The
                                            legal and beneficial ownership of the Helijet Customer List and the New Customer List shall
                                            be retained by the Blade Parties and the Blade Parties shall have the right to revoke any
                                            license or such other right of the Helijet Parties to use the Helijet Customer List or New
                                            Customer List. The Helijet Parties shall return or destroy, and procure that its Affiliates
                                            and Representatives return or destroy, all information in its possession relating to the
                                            Helijet Customer List and New Customer List;



 






    - 42 -


     


    

 


		(iv)	The
                                            restrictive covenants of the Helijet Parties set forth in Section 9.1 will survive until
                                            the later of: (i) five (5) years from the Effective Date or (ii) two (2) years
                                            following the date of such termination; and



 


		(v)	The
                                            restrictive covenants of the Blade Parties set forth in Section 9.2 will terminate immediately.



 


		(c)	If
                                            a Termination Event occurs and the Defaulting Party is one of the Blade Parties, the Helijet
                                            Parties may terminate this Agreement and the Aircraft Operator Agreement effective immediately
                                            upon the delivery of written notice to the Blade Parties, and upon such termination:



 


		(i)	The
                                            Parties shall instruct the Escrow Agent to release any remaining Escrow Funds to the Helijet
                                            Parties in accordance with the Escrow Agreement;



 


		(ii)	The
                                            legal and beneficial ownership of the New Customer List shall be retained by the Blade Parties
                                            and the Blade Parties shall have the right to revoke any license or such other right of the
                                            Helijet Parties to use the New Customer List. The Helijet Parties shall return or destroy,
                                            and procure that its Affiliates and Representatives return or destroy, all information in
                                            its possession relating to the New Customer List;



 


		(iii)	The
                                            legal and beneficial ownership of the Helijet Customer List shall be transferred by the Blade
                                            Parties to the Helijet Parties for consideration of $1.00 and any rights afforded to the
                                            Blade Parties with respect to the Helijet Customer List pursuant to the Collaboration shall
                                            terminate on the date this Agreement is terminated. The Blade Parties agree to execute all
                                            such documentation reasonably necessary to give effect to the transfer contemplated by this
                                            Section 11.1(c)(iii);



 


		(iv)	The
                                            restrictive covenants of the Blade Parties set forth in Section 9.2 will survive until
                                            the later of: (i) five (5) years from the Effective Date or (ii) two (2) years
                                            following the date of such termination; and



 


		(v)	The
                                            restrictive covenants of the Helijet Parties set forth in Section 9.1 will terminate
                                            immediately.



 


		11.2	Termination for an
                                            Event of Force Majeure



 


If an Event of Force Majeure prevents
one or both of the Helijet Parties or one or both of the Blade Parties, as the case may be, (the “Affected Party”)
from performing any or all of its obligations under this Agreement or the Ancillary Agreements to which it is a party in any material
respect for a period of more than three (3) months, and the Parties, acting in good faith, are unable to mutually agree upon commercially
reasonable alternatives by which the Affected Party can reasonably fulfill such obligations, then the Helijet Parties (if the Affected
Party is one or both of the Blade Parties) or the Blade Parties (if the Affected Party is one or both of the Helijet Parties) (the “Non-Affected
Party”) may terminate this Agreement and the Aircraft Operator Agreement effective immediately upon the delivery of written
notice to the Affected Party, and upon such termination:


 






    - 43 -


     


    

 


		(a)	If
                                            the Affected Party is one or both of the Helijet Parties, the Helijet Parties shall, jointly
                                            and severally, pay Termination Damages, if any, in cash by wire transfer of immediately available
                                            funds to the bank account or accounts designated by the Blade Parties in a notice to the
                                            Helijet Parties. For the avoidance of doubt, if the Affected Party is one or both of the
                                            Blade Parties, the Blade Parties shall not be entitled to any Termination Damages.



 


		(b)	The
                                            Parties shall instruct the Escrow Agent to release any remaining Escrow Funds to the Helijet
                                            Parties in accordance with the Escrow Agreement;



 


		(c)	The
                                            legal and beneficial ownership of the New Customer List shall be retained by the Blade Parties
                                            and the Blade Parties shall have the right to revoke any license or such other right of the
                                            Helijet Parties to use the New Customer List. The Helijet Parties shall return or destroy,
                                            and procure that its Affiliates and Representatives return or destroy, all information in
                                            its possession relating to the New Customer List;



 


		(d)	The
                                            legal and beneficial ownership of the Helijet Customer List shall be transferred by the Blade
                                            Parties to the Helijet Parties for consideration of $1.00 and any rights afforded to the
                                            Blade Parties with respect to the Helijet Customer List pursuant to the Collaboration shall
                                            terminate. The Blade Parties agree to execute all such documentation reasonably necessary
                                            to give effect to the transfer contemplated by this Section 11.2(d);



 


		(e)	The
                                            restrictive covenants of the Helijet Parties set forth in Section 9.1 and the Blade
                                            Parties set forth in Section 9.2 will terminate immediately.



 


		11.3	Termination by Mutual
                                            Agreement and/or Expiration Due to Non-Renewal



 


If this Agreement is terminated by
mutual agreement between the Parties or expires as a result of Blade giving written notice to the other Parties of its intention not
to renew this Agreement pursuant to Section 2.1(b), then upon such termination or expiration:


 


		(a)	The
                                            Parties shall instruct the Escrow Agent to release any remaining Escrow Funds to the Helijet
                                            Parties in accordance with the Escrow Agreement;



 


		(b)	The
                                            legal and beneficial ownership of the New Customer List shall be retained by the Blade Parties
                                            and the Blade Parties shall have the right to revoke any license or such other right of the
                                            Helijet Parties to use the New Customer List. The Helijet Parties shall return or destroy,
                                            and procure that its Affiliates and Representatives return or destroy, all information in
                                            its possession relating to the New Customer List;



 


		(c)	The
                                            legal and beneficial ownership of the Helijet Customer List shall be transferred by the Blade
                                            Parties to Helijet for consideration of [*****] and any rights afforded to the Blade Parties
                                            with respect to the Helijet Customer List pursuant to the Collaboration shall terminate.
                                            The Blade Parties agree to execute all such documentation reasonably necessary to give effect
                                            to the transfer contemplated by this Section 11.3(c); and



 






    - 44 -


     


    

 


		(d)	The
                                            restrictive covenants of the Helijet Parties in Section 9.1 and the Blade Parties in
                                            Section 9.2 will terminate immediately.



 


		11.4	Remedies



 


		(a)	The
                                            rights and remedies of any Party under this Agreement, the Ancillary Agreements and any other
                                            documents involving any of the Blade Parties and any of the Helijet Parties are cumulative
                                            and are in addition to, and not in substitution for, any rights or remedies provided by law
                                            or by equity. Any single or partial exercise by a Party of any right or remedy pursuant to
                                            Section 11.1, Section 11.2 or Section 11.3 shall not be deemed to be a waiver
                                            of or to alter, affect, or prejudice any other right or remedy to which the Non-Defaulting
                                            Party may be lawfully entitled to. Notwithstanding anything to
                                            the contrary contained in this Agreement, no Party shall be entitled to indemnification or
                                            reimbursement under any provision of this Agreement for any Losses to the extent such Losses
                                            have already been indemnified or reimbursed under any other provision of this Agreement.



 


		(b)	The
                                            Parties agree that irreparable damage would occur in the event that any of the provisions
                                            of this Agreement are not performed in accordance with their specific terms or were otherwise
                                            breached. Accordingly, the Parties agree that, in addition to any other remedies, each Party
                                            shall be entitled to enforce the terms of this Agreement by a decree of specific performance
                                            without the necessity of proving the inadequacy of money damages as a remedy. Each Party
                                            hereby waives any requirement for the securing or posting of any bond in connection with
                                            such remedy. Each Party further agrees that the only permitted objection that it may raise
                                            in response to any action for equitable relief is that it contests the existence of a breach
                                            or threatened breach of this Agreement.



 


		11.5	Intellectual Property



 


The Parties shall take all necessary
steps to protect the Intellectual Property of the other Party and any other of its proprietary marks, and upon written request by the
other Party, immediately discontinue use of such Party’s Intellectual Property and cease displaying or using them whether in writing
or in advertising in connection with the Collaboration or otherwise.


 


		11.6	Survival



 


Unless otherwise set forth herein,
if this Agreement terminates or expires, the Aircraft Operator Agreement will immediately and automatically terminate or expire, as the
case may be, and all obligations of the Parties under this Agreement and the Aircraft Operator Agreement will immediately and automatically
be terminated, except that each Party’s obligations under, ARTICLE 10, ARTICLE 11, ARTICLE 12 and ARTICLE 13,
the Assignment and Bill of Sale, Escrow Agreement, the Confidentiality Agreement and any other provisions specified to survive termination
under this Agreement or the Aircraft Operator Agreement will survive.


 






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ARTICLE 12

DISPUTE RESOLUTION


 


		12.1	Negotiation and Resolution



 


If any dispute arises between the Blade
Parties and the Helijet Parties arising out of this Agreement, the Aircraft Operator Agreement or the Collaboration generally, then:


 


		(a)	the
                                            Party(ies) initiating this dispute process shall notify the other Party(ies) as soon as reasonably
                                            practicable in the circumstances, but in no event later than ten (10) Business Days
                                            from the date such dispute arises, with such notification to set out in writing a reasonably-detailed
                                            description of the dispute and a concise statement of the facts supporting it (in this Section 12.1
                                            (the “Initiating Document”);



 


		(b)	the
                                            other Party(ies) shall notify the initiating Party(ies) as soon as reasonably practicable
                                            in the circumstances, but in no event later than five (5) Business Days from the date
                                            of delivery of the Initiating Document, with such notification to set out in writing its
                                            reasonably-detailed response to the dispute, its position in respect of the dispute and
                                            a concise statement of the facts supporting it;



 


		(c)	each
                                            Party shall designate a person with sufficient authority to resolve the dispute for the purposes
                                            of negotiating and resolving the dispute; and



 


		(d)	such
                                            designees shall attempt to resolve the dispute through good-faith, responsive, timely
                                            and active negotiations.



 


		12.2	Arbitration



 


If such dispute remains unresolved
twenty (20) Business Days after the date of delivery of the Initiating Document and a Party wishes to further pursue it, then, by
way of written notice of any Party to the others, such dispute must be submitted to final, binding arbitration in accordance with the
following provisions:


 


		(a)	the
                                            arbitration will be conducted in the English language in Vancouver, British Columbia, under
                                            the International Commercial Arbitration Rules of Procedure (as amended January 1,
                                            2000) and the International Commercial Arbitration Act (British Columbia). The appointing
                                            authority shall be the Vancouver International Arbitration Centre;



 


		(b)	the
                                            arbitration will be conducted by a single arbitrator appointed by the appointing authority
                                            unless the Parties agree otherwise in writing;



 


		(c)	each
                                            Party shall bear its own costs incurred in such arbitration and the Parties shall equally
                                            defray the fees and costs of the arbitrator and/or the appointing authority; and



 






    - 46 -


     


    

 


		(d)	the
                                            arbitration will be private and confidential, and the arbitrator shall have the ability to
                                            award costs in its final and binding decision.



 


		12.3	Applicability



 


Notwithstanding the foregoing:


 


		(a)	except
                                            as otherwise provided in this Agreement, the arbitration procedures set out in Section 12.2
                                            will not mandatorily apply to any dispute that affects any Party's right, title or interest
                                            in or to Confidential Information or the Intellectual Property, for which the pursuing Party(ies)
                                            may seek redress from the judicial system; and



 


		(b)	nothing
                                            in this Section 12 shall prevent any Party from seeking injunctive relief or specific
                                            performance in accordance with the terms of this Agreement   or recourse under the indemnity
                                            provisions of ARTICLE 10.



 


ARTICLE 13

Miscellaneous Provisions


 


		13.1	No
                                            Assumption of Liability



 


Notwithstanding anything to the contrary
contained in this Agreement or the Ancillary Agreements, the Blade Parties shall not be deemed to have assumed or agreed to pay, discharge
or perform any Liabilities of the Helijet Parties or any other Person, including, without limitation, any Liability of the Helijet Parties
arising from claims in connection with any service performed by the Helijet Parties for any Person, whether before, on, or after the
Effective Date.


 


		13.2	Representatives



 


Notwithstanding anything to the contrary
in this Agreement, all employees and contractors of each Party shall remain and shall be deemed to be for all purposes, including all
compensation and employee benefits purposes, employees and contractors of said Party (or independent contractors thereof), and shall
not be considered for any purpose an employee or contractor of any other Party or any of their Affiliates.


 


		13.3	Publicity



 


The Helijet Parties and the Blade Parties
agree that, on and at all times after the Effective Date: (a) no press release, public announcement or other publicity concerning
any of the transactions contemplated hereby or pursuant to the Ancillary Agreements shall be issued or otherwise disseminated by any
of them or on its behalf without the other Party’s prior written consent, which may be withheld in its sole discretion, acting
reasonably, and (b) shall continue to keep the terms of this Agreement and the Ancillary Agreements and the existence of the transactions
contemplated hereby strictly confidential and shall not disclose the terms of this Agreement and the existence of the transactions contemplated
hereby to any Person without the prior written consent of the other Party, in each case, except to the extent such terms may be required
to be disclosed (i) to the Helijet Parties’ or the Blade Parties’ professional advisors (e.g.,, attorneys, accountants,
financial advisors) on the provision that the Helijet Parties or the Blade Parties, as the case may be, shall place their professional
advisors under similar confidentiality obligations as required pursuant to the Confidentiality Agreement and (ii) by Applicable
Laws, including any laws or regulations of the United States Securities and Exchange Commission or any applicable stock exchange.


 






    - 47 -


     


    

 


		13.4	Entire
                                            Agreement



 


This Agreement, together with the Ancillary
Agreements, constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all other prior
agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof, including, without
limitation that certain letter agreement dated March 15, 2021 and entered into by Blade and Helijet as amended by that certain letter
agreement dated September 2, 2021 and entered into by Blade and Helijet.


 


		13.5	Notices



 


		(a)	All
                                            notices, requests, claims, demands and other communications provided under this Agreement
                                            and the Aircraft Operator Agreement shall be in writing and shall be deemed to have been
                                            duly given (i) upon delivery in person; (ii) on the first Business Day following
                                            the day on which the same has been sent (charges prepaid) by reputable national overnight
                                            air courier service for next-day delivery; or (iii) on the date of transmission
                                            by e-mail communication (in .pdf format) if transmitted prior to 5:00 p.m. (Vancouver
                                            time) on a Business Day (and otherwise on the first Business Day following such date), in
                                            each case to the other Parties at the address or e-mail address, as applicable, as follows:



 


		(i)	if to
                                            either or both of the Blade Parties, to:



 


Blade Urban Air Mobility, Inc. 


31 Hudson Yards, 11th floor 


New York, NY 10001


 


Attn: Melissa Tomkiel, President

Email: melissa@blade.com


 


with a copy (which shall not constitute notice to the Blade
Parties) to:


 


Dentons Canada LLP

20th Floor, 250 Howe Street 


Vancouver, BC 


Canada V6C 3R8


 


Attn: Robert W. Quon

Email: robert.quon@dentons.com


 






    - 48 -


     


    

 


		(ii)	if
                                            to either or both of the Helijet Parties, to:



 


Helijet International, Inc. 


5911 Airport Road South 


Richmond, BC 


Canada V7B 1B5


 


Attn: Daniel Sitnam

Email: dsitnam@helijet.com


 


with a copy (which shall not constitute notice to the Helijet
Parties) to:


 


McMillan LLP 


1500-1055 W. Georgia St. 


Vancouver, BC, V6E 4N7


 


Attn: Joanna Dawson 

Email: joanna.dawson@mcmillan.ca


 


or to such other address or e-mail
address, as applicable, as the Party to whom notice is given may have previously furnished to the other Parties in writing in the manner
set forth above.


 


		13.6	Governing Law



 


		(a)	This
                                            Agreement, the rights of the Parties hereunder and any Action in any way arising out of or
                                            relating to this Agreement, the negotiation, execution or performance of this Agreement or
                                            the transactions contemplated by this Agreement (whether at law or in equity, and whether
                                            sounding in contract or in tort or otherwise) will be construed, interpreted and enforced
                                            in accordance with the laws of the Province of British Columbia and the federal laws of Canada
                                            applicable therein without giving effect to any choice of law or conflict of law provision
                                            or rule (whether of the Province of British Columbia or any other jurisdiction) that
                                            would cause the application of the law of any jurisdiction other than the Province of British
                                            Columbia.



 


		(b)	The
                                            Parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the
                                            courts of the Province of British Columbia with respect to any Actions, suits or proceedings
                                            arising out of or relating to this Agreement and the Ancillary Agreements and the transactions
                                            contemplated hereby and thereby and further agree that service of any process, summons, notice
                                            or document by registered mail to the respective addresses set forth in Section 13.5
                                            shall be effective service of process for any Action, suit or proceeding brought against
                                            any of the Parties in any such court.



 






    - 49 -


     


    

 


		13.7	Events of Force Majeure



 


Subject to Article 10 and Section 11.2,
the Affected Party shall not be considered to be in default or breach of this Agreement, or the Ancillary Agreements to which it is a
party, and shall be excused from performance or liability for damages to the other Non-Affected Party, if and to the extent it is delayed
in or prevented from performing or carrying out any of its obligations under this Agreement or the Ancillary Agreements arising out of
or from any Event of Force Majeure, provided that the Affected Party shall notify the Non-Affected Party in writing as soon as reasonably
practicable specifying the cause of the Event of Force Majeure, its rights and obligations that are affected by the Event of Force Majeure,
and a good faith estimate of the time required to restore full performance of its obligations. The Affected Party shall not be entitled
to suspend performance of its obligations in any greater scope or for any longer duration than is required by the Event of Force Majeure.
The Affected Party shall use best efforts to mitigate the effects of an Event of Force Majeure, remedy its inability to perform, and
resume full performance of its obligations under this Agreement or the Ancillary Agreements.


 


		13.8	Independent
                                            Counsel for Helijet and PHS



 


Helijet and PHS both acknowledge they
have obtained independent legal advice from their respective solicitor, or have been given the opportunity to obtain independent legal
advice and declined to seek independent legal advice despite having been given the opportunity to do so, and Helijet and PHS further
acknowledge and agree that each of them understands the terms, and its rights and obligations under this Agreement and the Ancillary
Agreements.


 


		13.9	Fees
                                            and Expenses



 


Except as otherwise set forth in this
Agreement, all fees and expenses incurred by a Party in connection with this Agreement and the transactions contemplated by this Agreement
and the Ancillary Agreements, including the fees and disbursements of Representatives shall borne by that Party.


 


		13.10	Partnership



 


Nothing in this Agreement shall create,
or be deemed to create a partnership, joint venture or other relationship between the Parties other than the contractual relationship
expressly provided for in this Agreement.


 


		13.11	Third
                                            Parties



 


This Agreement does not and is not
intended to confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.
Except for the Blade Indemnitees and the Helijet Indemnitees, no Person other than the Parties will be entitled to rely on the provisions
of this Agreement in any Action, suit, proceeding, hearing or other forum.


 






    - 50 -


     


    

 


		13.12	Severability



 


Whenever possible, each provision of
this Agreement and the Ancillary Agreements will be interpreted in such a manner as to be effective and valid under Applicable Laws,
but if any term or other provision of this Agreement or the Ancillary Agreements is held to be invalid, illegal or unenforceable under
Applicable Laws, all other provisions of this Agreement and the Ancillary Agreements shall remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby and thereby is not affected in any manner materially adverse
to any Party. Upon such determination that any term or other provision of this Agreement or the Ancillary Agreements is invalid, illegal
or unenforceable under Applicable Laws, the Parties shall negotiate in good faith to modify this Agreement and the Ancillary Agreements
so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated
hereby and thereby are consummated as originally contemplated to the greatest extent possible.


 


		13.13	Amendment



 


Subject to Applicable Laws, this Agreement
may be amended or modified only by written agreement executed and delivered by the Parties. This Agreement may not be modified or amended
except as provided in this Section 13.13 and any purported amendment by any Party effected in a manner which does not comply with
this Section 13.13 shall be null and void.


 


		13.14	Waiver
                                            of Rights



 


Any waiver of any of the provisions
of this Agreement or any of the Ancillary Agreements will be binding only if it is in writing and signed by the Party to be bound by
it, and only in the specific instance and for the specific purpose for which it has been given. The failure or delay of any Party in
exercising any right under this Agreement or any of the Ancillary Agreements will not operate as a waiver of that right. No single or
partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver
of any of the provisions of this Agreement or any of the Ancillary Agreements will constitute a waiver of any other provision (whether
or not similar).


 


		13.15	Counterparts



 


This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. No Party
will be bound to this Agreement unless and until all Parties have executed and delivered a counterpart. Signature pages may be executed
and delivered electronically using DocuSign, AdobeSign or other digital signature provider, or by wet ink signature captured on a portable
document format (PDF) email attachment, and any signature pages so executed and delivered will be valid, binding and enforceable
for all purposes.


 






    - 51 -


     


    

 


		13.16	Further
                                            Assurances



 


During the Term, each Party shall execute
and deliver such documents and take such other actions as the other Parties reasonably request to fully consummate the transactions contemplated
by this Agreement or any of the Ancillary Agreements.


 


		13.17	Time is of the Essence



 


Time is of the essence in this Agreement
and the Ancillary Agreements. Unless otherwise specified, a period of days will be deemed to begin on the first day after the event which
began the period and to end at 5:00 p.m. (Vancouver time) on the last day of the period. If a period of time is to expire on any
day that is not a Business Day, the period will be deemed to expire at 5:00 p.m. (Vancouver time) on the next succeeding Business
Day.


 


		13.18	Successors and Assigns



 


This Agreement will inure to the benefit
of and be binding upon the Parties and their respective successors and permitted assigns.


 


[Remainder of page left blank. Signature
page to follow.]


 






    - 52 -


     


    

 


IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement to be signed effective as of the date first above written by their duly authorized agents.


 


	HELIJET:	 	PHS:
	 	 	 	 	 
	Helijet
    International, Inc.	 	Pacific
    Heliport Services Ltd.
	a Canada corporation	 	a British Columbia
    corporation
	 	 	 	 	 
	 	 	 	 	 
	By:
    	/s/ Daniel Sitnam	 	By:
    	/s/ Daniel Sitnam
	 	 	 	 	 
	Name:	Mr. Daniel Sitnam	 	Name:	Mr. Daniel Sitnam
	 	 	 	 	 
	Title:	President & CEO	 	Title:	President & CEO
	 	 	 	 	 
	Address:  	5911 Airport Road South,	 	Address:  	5911 Airport Road South,
	 	Richmond, BC Canada V7B1B5	 	 	Richmond, BC Canada V7B1B5
	 	 	 	 	 
	Email:	dsitnam@helijet.com	 	Email:	dsitnam@helijet.com



 






    - 1 -


     


    




 


IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement to be signed effective as of the date first above written by their duly authorized agents.


 


	BLADE:	 	BLADE SUB:
	 	 	 	 	 
	Blade Urban Air Mobility, Inc.	 	Blade Urban Air Mobility
    (Canada), Inc.
	a Delaware corporation	 	a British Columbia corporation
	 	 	 	 	 
	 	 	 	 	 
	By:
    	/s/ Melissa Tomkiel	 	By:
    	/s/ Melissa Tomkiel
	 	 	 	 	 
	Name:	Melissa Tomkiel	 	Name:	Melissa Tomkiel
	 	 	 	 	 
	Title:	President	 	Title:	President
	 	 	 	 	 
	Address:  	31 Hudson Yards, 11th Floor	 	Address:  	31 Hudson Yards, 11th Floor
	 	New York, NY 10001	 	 	New York, NY 10001
	 	 	 	 	 
	Email:	melissa@blade.com	 	Email:	melissa@blade.com


 






    - 2 -


     


    

 





EXHIBIT B


 


Aircraft Operator
Agreement


  


This Aircraft Operator Agreement (the “Agreement”)
entered into on November  30, 2021 (the “Effective Date”) by and between BLADE Urban Air Mobility, Inc.,
a Delaware corporation located at 499 E. 34th Street, New York, NY 10016 (“Blade”), Blade Urban Air Mobility
(Canada), Inc., a company formed under the laws of British Columbia, Canada located at 20th Floor, 250 Howe Street, Vancouver,
BC V6C 3R8 (“Blade Sub” and collectively with Blade , the “Blade Parties”), Helijet
International, Inc., a Canadian corporation located at 5911 Airport Road, South, Richmond, B.C. Canada V7B 1B5 (“Helijet”)
and Pacific Heliport Services Ltd., a corporation formed under the laws of British Columbia,
Canada (“PHS” and collectively with Helijet, the “Helijet Parties”). Each of Blade,
Blade Sub, Helijet and PHS may be referred to herein as a “Party” and collectively, the “Parties”.


 


Recitals


 


WHEREAS, pursuant to that certain Exclusive
Rights Purchase Agreement dated November 30, 2021 entered into between the Parties (the “Exclusive Rights Purchase Agreement”),
the Parties wish to enter into this Agreement on the following terms and conditions.


 


NOW, THEREFORE, for and in consideration
of the foregoing and their mutual covenants and agreements set forth below, the receipt and sufficiency of which are hereby acknowledged,
the Parties, intending to be legally bound, hereby agree as follows:


 


		1.	Definitions.
All capitalized terms used in this Agreement shall have the meanings ascribed to them in the Exclusive Rights Purchase Agreement, except
for terms that are otherwise defined in this Agreement. In the event of any inconsistency between any meaning ascribed in the Exclusive
Rights Purchase Agreement and in this Agreement, the meaning in this Agreement shall govern in the case of any inconsistency only.



 


		2.	Descriptions
and Specification of Services.



 


		a.	Blade
Flights. Each flight operated by Helijet on behalf of the Blade Parties pursuant to this Agreement will be referred to as a “Blade
Flight” and collectively the “Blade Flights.” Helijet shall provide and operate Exclusive Air
Transportation Services on behalf of the Blade Parties for the Blade Flights set forth in the Blade Flight Schedule (as defined below)
(each, a “Blade Scheduled Flight,” and collectively, the “Blade Scheduled Flights”)
or as requested by the Blade Parties on an ad hoc or charter basis (each a “Blade Charter Flight,” and collectively,
the “Blade Charter Flights”), provided that the Blade Parties give Helijet notice of no fewer than 48 hours
prior to the departure time of the requested Blade Charter Flight and all of the Dedicated Aircraft (as defined below) are not already
being used for other Blade Flights during the time of the requested Blade Charter Flight, provided further that Helijet shall use commercially
reasonable efforts to accommodate any Blade Charter Flights requested by the Blade Parties within 48 hours prior to its departure. Helijet
shall operate the Blade Flights in accordance with Applicable Laws and the rules of the Canadian Transportation Agency (“CTA”)
and Transport Canada Rotary Wing Operator Certificate 6161.
The Blade Parties will market and sell the Blade Flights, both on a fully chartered and by-the-seat basis, to the public in accordance
with all Applicable Laws.



  


		b.	Key
Routes. The origin and destination points set forth on Schedule A, attached hereto (the “Contract Period Key Terms Schedule”)
as may be amended from time to time in writing signed by the Parties, will be referred to as the “Key Routes.”



 


		c.	Branding.



 


		i.	Throughout the Term, as mutually agreed to by the Blade Parties and Helijet, Helijet shall affix the brand
decals of Helijet and/or the Blade Parties to the Dedicated Aircraft in compliance with Transport Canada regulatory protocols and Applicable
Laws. The location, design and application of the decals on the Dedicated Aircraft shall be mutually agreed upon by the Parties.



 


		ii.	The Blade Parties shall be responsible for the cost of printing, affixing and removing the Blade Parties’
decals to a number of Aircraft equal to the amount of Dedicated Aircraft, provided that Helijet shall be responsible for the cost of printing,
affixing and removing any of the Blade Parties’ decals to any Aircraft in excess of the amount of Dedicated Aircraft, as well as
the costs of any replacement and repair of any such decals due to removal of the decals that is not requested by the Blade Parties or
damage resulting from the acts or omissions of Helijet or its Affiliates. Notwithstanding anything to the contrary, Helijet shall remove
all markings containing the Blade Parties’ brand at Helijet’s sole expense at the end of the Term.



 


		iii.	Helijet will not impede or hamper in any way such marketing efforts to the extent that these efforts do
not interfere with the operational control of the Dedicated Aircraft and Applicable Laws.



 


		d.	Staffing.
Helijet shall employ staff, including pilots, tarmac, operational and maintenance staff, in a manner sufficient to satisfy its obligations
under this Agreement, the Exclusive Rights Purchase Agreement and the Ancillary Agreements. The Parties shall comply with all local employment
laws and similar Applicable Laws, including pilot duty time limitations, in the performance of their respective obligations under this
Agreement.



 


		e.	Controlled
Heliports. At Helijet’s sole cost and expense, except as otherwise set forth in this Agreement, the Exclusive Rights Purchase
Agreement or the Transition Plan, Helijet shall make the Controlled Heliports available to the Blade Parties for Blade Flights.



 






    1


     


    

 


		3.	Pricing,
Rates and Fees.



 


		a.	Rates.
The hourly rates for Blade Flights (the “Rates”) will be mutually agreed upon by the Blade Parties and Helijet
and set forth in each Contract Period Key Terms Schedule. Unless otherwise set forth in this Agreement or mutually agreed upon by the
Blade Parties and Helijet in writing, the Rates are inclusive of all fueling, staffing, insurance, maintenance, surcharges, and any other
applicable fees, provided that the Rates and associated
costs may be adjusted from time to time upon the mutual agreement of the Parties.




 


		b.	Flight
Times. Notwithstanding the actual flight times for Blade Flights, if applicable, the flight times set forth on the Contract Period
Key Terms Schedule (the “Key Route Flight Times”) will apply to Blade Flights, provided that the Key Route
Flight Times may be adjusted from time to time upon the mutual agreement of the Parties. If any Applicable Laws materially impact the
accuracy or applicability of the Key Route Flight Times, the Parties shall negotiate in good faith to modify the Key Route Flight Times.
If a Blade Flight does not have a Key Route Flight Time, the Blade Parties and Helijet shall agree upon the flight hours to be charged
by Helijet for such Blade Flight (together with the Key Route Flight Times, the “Agreed Upon Flight Times”)
prior to the scheduling and confirmation of such Blade Flight.



 


		c.	Landing
Fees. Unless otherwise set forth in the Contract Period Key Terms Schedule, the Blade Parties shall reimburse Helijet for any landing
fees incurred by Helijet when operating Blade Flights arriving at or departing from points other than the Controlled Heliports in an
amount equal to the landing fees assessed to and paid by Helijet, provided such landing fees are set forth in a Weekly Invoice (as defined
below). For the avoidance of doubt, the Blade Parties will not be liable for any landing fees for Blade Flights arriving at or departing
from the Controlled Heliports, and such landing fees, if any, shall be the responsibility of the Helijet Parties.



 


		d.	Government
Fees and Taxes. Except for fees and expenses payable by Helijet pursuant to Section 9.a.vii, the Blade Parties shall be responsible
for and shall remit all applicable air transportation excise taxes, segment-fee taxes, passenger facility charges, and any other fees,
taxes or assessments of any other jurisdiction, whether foreign or domestic, together with all fines, interest, and penalties on, in
respect of, in lieu of or for non-collection or non-payment of, those taxes, surtaxes, duties, levies, imposts, rates, fees, assessments,
withholdings, dues and other charges (unless such fines, interest, and penalties are a result of Helijet’s or PHS’ acts or
omissions), that are payable to a Government Entity in relation to the performance of any Blade Flights operated pursuant to this Agreement.



 


		e.	Interpretation.
Unless otherwise stated, all dollar amounts in this Agreement, including the symbol “$,” refer to Canadian currency.



 


		4.	Blade
Flight Schedule; Dedicated Aircraft; Replacement Aircraft.



 


		a.	Blade
Flight Schedule. At least one (1) month prior to the start of each calendar quarter during the Term (provided that the first calendar
quarter shall be deemed to commence on the Effective Date and end on March 31, 2021), the Parties will mutually agree in writing on a
commercially reasonable operating flight schedule for Blade Scheduled Flights (the “Blade Flight Schedule”)
to take place in such calendar quarter, which will be based in part on Helijet’s historical demand. The Parties may mutually agree
to modify the Blade Flight Schedule and the time period to which each Blade Flight Schedule covers. Helijet shall operate the Blade Scheduled
Flights, unless otherwise agreed between the Parties. Helijet shall use reasonable best efforts to: (i) accommodate any changes to the
Blade Flight Schedule requested by Blade; and (ii) schedule routine maintenance on the Dedicated
Aircraft (as defined below) in a manner that will avoid the unavailability of Dedicated Aircraft necessary to service the Blade Flight
Schedule.



 







    2


     


    

 


		b.	Dedicated
Aircraft. The Blade Parties and Helijet will mutually agree on the amount of Aircraft necessary to service the Scheduled Blade Flights
(the “Dedicated Aircraft”) and such amount of Aircraft will be set forth on each Blade Flight Schedule. Throughout
the Term, Helijet shall make available the Dedicated Aircraft for Blade Scheduled Flights, subject to an Event of Force Majeure.



 


		c.	Replacement
Aircraft.



 


		i.	If any of the Dedicated Aircraft are not available for a Blade Scheduled Flight due to mechanical issues
or other circumstances outside of the Blade Parties’ control (except due to an Event of Force Majeure), at Helijet’s sole
cost and expense, Helijet will provide the Blade Parties with an Aircraft of similar specifications and seating capacity (the “Helijet
Replacement Aircraft”) in replacement of the Dedicated Aircraft. Notwithstanding anything to the contrary in this Agreement,
the Exclusive Rights Purchase Agreement or any of the Ancillary Agreements, if Helijet is unable to provide a Helijet Replacement Aircraft
for a Blade Flight from its own fleet of Aircraft, Helijet shall use reasonable best efforts to contract with a third party Canadian licensed
air operator to provide aircraft for such Blade Flight (together with the Helijet Replacement Aircraft, the “Replacement Aircraft”),
which will not constitute a breach of any exclusivity or similar provisions contained in this Agreement, the Exclusive Rights Purchase
Agreement or any of the Ancillary Agreements.



 


		ii.	Unless otherwise mutually agreed to, in no event will the rates or pricing for any Replacement Aircraft
be more than those set forth in this Agreement for the Dedicated Aircraft that the Replacement Aircraft is replacing.



 


		5.	Term;
Termination; Contract Periods; End of Term Rate Adjustments.



 


		a.	Term;
Termination. This Agreement will be in effect for a period beginning on the Effective Date and continue in effect until the Exclusive
Rights Purchase Agreement is terminated or expires in accordance with its terms (the “Term”) and will automatically
terminate upon any termination or expiration of the Exclusive Rights Purchase Agreement in accordance with its terms.



 


		b.	Contract
Periods. Each calendar year period during the Term will be referred to as a “Contract Period”, provided
that the first Contract Period will be deemed to commence on the Effective Date and end on December 31, 2022. At least [*] calendar months
prior to each Contract Period (or as otherwise mutually agreed to by the Parties) (the “Negotiation Period”),
the Parties shall begin to negotiate in good faith to determine the Dedicated Aircraft, Rates, Key Routes, Key Route Flight Times, and
other key commercial terms (collectively, the “Contract Period Key Terms”) to apply to such Contract Period.
If the Parties do not mutually agree to such terms in writing prior to the start of a Contract Period, the Contract Period Key Terms
from the previous Contract Period will govern such Contract Period.



 






    3


     


    

 


		c.	End
of Term Rate Adjustments. If, during the Negotiation Period immediately preceding expiration of the Initial Term or the then current
Renewal Term, as applicable, Helijet, acting reasonably and in good faith, determines that the Rates proposed to apply during the Contract
Period immediately following the Initial Term or a Renewal Term, as applicable, would reasonably be likely to cause Helijet to be unprofitable,
solely as it pertains to the operation of the Blade Flights and as a result of an increase in Helijet's fixed and direct operating costs
associated with operation of the Blade Flights (such as fuel, insurance and maintenance of the Dedicated Aircraft), Helijet shall provide
Blade with reasonably sufficient documentation detailing such expected unprofitability and increased fixed and direct operating costs
and the Parties shall negotiate in good faith on the Rates to apply for such Contract Period, taking into consideration any documentation
provided by Helijet and the Total Consideration. In any such negotiation, the Parties agree that the Rates are intended to allow Helijet
a reasonable opportunity to fully recover its fixed and direct operating costs associated with the operation of the Blade Flights and
provide the Parties with reasonably similar profitability to that enjoyed by the Parties under this Agreement during the Initial Term
or the then current Renewal Term, as applicable.



 


		6.	Deposits.



 


		a.	Prior to each calendar month during the Term, the Blade Parties shall pay Helijet a deposit in an amount
equal to [*] of the expected costs of Blade Scheduled Flights set forth on the Blade Flight Schedule for such calendar month, less any
remainder of any previous unapplied deposits at the time of such payment (each payment, a “Deposit” and collectively,
the “Deposits”).



 


		b.	Helijet
shall apply any Deposits towards each Weekly Invoice (as defined below) for the undisputed amounts set forth in each Weekly Invoice (up
and until Helijet fully applies any Deposits), and the Blade Parties shall be responsible for the remaining undisputed amounts set forth
in such Weekly Invoice.



 


		c.	Any unapplied remainder of the Deposits retained by Operator at the conclusion of the Term shall be promptly
refunded to the Blade Parties within five (5) Business Days following the end of the Term.



 


		7.	Invoices
and Payment.



 


		a.	By
no later than Tuesday at 12:00 p.m. PST of every week during the Term, Helijet shall provide the Blade Parties an invoice via the Blade
Parties’ reservation system, or as otherwise set forth in the Transition Plan or mutually agreed to by the Parties listing all
Blade Flights performed and other amounts owed by the Blade Parties to Helijet pursuant to this Agreement during the preceding seven-day
period, from the prior Tuesday up to and including all flights on Monday of that calendar week (each a “Weekly Invoice”).
In each Weekly Invoice, Helijet shall include the following information associated with each Blade Flight set forth in such Weekly Invoice:
Aircraft tail number, date of flight, departure time, arrival time, route, number of passengers, and Agreed Upon Flight Times. Each Weekly
Invoice shall include sufficient documentation stating the Deposits applied to such Weekly Invoice and the remaining balance of the Deposits.



 






    4


     


    

 


		b.	Following
the application of the Deposits in accordance with this Agreement, the Blade Parties shall pay to Helijet the remaining undisputed amounts,
if any, set forth for payment on each Weekly Invoice within fifteen (15) Business Days following the Blade Parties’ receipt of
such Weekly Invoice.



 


		c.	The
Blade Parties reserve the right to dispute any items on each Weekly Invoice or other amounts claimed by the Helijet Parties pursuant
to this Agreement in good faith by providing specific reasons for the dispute to the Helijet Parties in writing. The Parties shall collaborate
in good faith to resolve any disputes in a timely manner and any credit due to the Blade Parties as a result of the resolution of such
dispute shall be offset against a future Weekly Invoice or refunded to the Blade Parties within five (5) Business Days of such resolution,
in each case as directed by the Blade Parties in their sole discretion.



 


		8.	Flight
Tracking. Helijet agrees to allow the Aircraft to be tracked via Flightradar24, FlightAware and any other flight tracking service
as requested by Blade.



 


		9.	Representations and Warranties.



 


		a.	Helijet hereby represents, warrants and agrees as follows:



 


		i.	the Aircraft are in top working, safe and airworthy condition and in full compliance with all Applicable
Laws, rules and regulations;



 


		ii.	Helijet shall maintain the Aircraft in a fit state of repair and condition, and keep and maintain the
Aircraft in that state and condition throughout the Term, except for any damages which are the fault of the Blade Parties or the Blade
Parties’ passengers, so as to maintain the Aircraft’s certificate of airworthiness and to meet all specifications set out
in any Transport Canada inspections and modifications report or required by Applicable Laws;



 


		iii.	the Aircraft are capable of performing the intended use(s) as described herein;



 


		iv.	Helijet’s pilots assigned to Blade Flights will hold a valid pilot certificate and have all required
class ratings required by the applicable air authority for operation of the Aircraft;



 


		v.	the Aircraft and Helijet’s pilots shall comply with all Applicable Laws, rules and regulations;



 


		vi.	Helijet shall make all necessary or advisable airport and heliport arrangements for Blade Flights, including
dispatch and incoming and outgoing clearances;



 


		vii.	Unless otherwise set forth in this Agreement, the Helijet Parties shall pay all airport charges, including
landing fees, overnight fees, plane parking fees and all other airport and heliport fees and expenses;



 






    5


     


    

 


		viii.	Helijet shall supply or procure all fuel, oil and other supplies required for the Aircraft; and



 


		ix.	The Helijet Parties have the right, power and authority to enter into this Agreement and to grant the
Blade Parties all rights granted pursuant to this Agreement.



 


		b.	The
Blade Parties hereby represent, warrant and agree as follows:



 


		i.	all transportation on Helijet’s Aircraft shall be sold by the Blade Parties in compliance with all
Applicable Laws and regulations, including but not limited to the CTA and any policies and directives of Transport Canada; and



 


		ii.	the Blade Parties have the right, power and authority to enter into this Agreement and to grant the Helijet
Parties all rights granted pursuant to this Agreement.



  


		10.	Insurance. The insurance obligations of the Helijet Parties set forth in Sections 8.1(d) and Section
8.1(e) of the Exclusive Rights Purchase Agreement are hereby incorporated by reference with the same force and effect as though fully
set forth herein.



 


		11.	Indemnification. The indemnification rights and obligations of the Parties set forth in Article
10 of the Exclusive Rights Purchase Agreement are hereby incorporated by reference with the same force and effect as though fully set
forth herein.



 


		12.	Operational Control. Helijet shall retain full and complete operational control and custody of
the Aircraft at all times during the term of this Agreement (as defined in the Canadian Transportation Act and/or Canadian Aviation Regulations).
Accordingly, at any and all times the Aircraft are used by any Party hereunder, Helijet shall have exclusive authority over initiating,
conducting, and terminating any such flight(s), and any crewmember assigned to any such flight(s) shall be under the exclusive command
and control of Helijet.



 


		13.	Blade Operator Dashboard. At a time to be mutually agreed upon by the Parties, the Blade Parties
shall provide Helijet with access to the Blade Parties’ proprietary dashboard, at the Blade Parties’ sole expense. The Blade
Parties will train Helijet’s scheduling and dispatching staff on how to use the operator dashboard to accept and decline Blade Flights,
assign tail numbers of accepted Blade Flights, update flight status, and submit invoices. Once training is complete, Helijet shall use
the operator dashboard to accept or decline all Blade Flights requested by Blade.



 


		14.	Regulatory Compliance.



 


		a.	The Helijet Parties shall: (a) not knowingly violate any Applicable Laws applicable to the Aircraft; and
(b) procure, maintain, and comply with all Permits, licenses, and other authorizations required for any use of the Aircraft and for the
proper operation, maintenance, and repair of the Aircraft. The Parties shall comply with all Applicable Laws in the performance of their
respective obligations under this Agreement.



 






    6


     


    

 


		b.	Notwithstanding anything to the contrary contained herein:



 


		i.	This Agreement is a charter contract between the Blade Parties as the public charter company and Helijet
as the air carrier and evidences a binding commitment on the part of Helijet as the air carrier to furnish the air transportation required
for the charter trip or trips covered by this Agreement, subject to the terms and conditions of this Agreement, the Canadian Transportation
Act, the Air Passenger Protection Regulations and other CTA and/or Transport Canada rules, directives and regulations, or applicable regulations
under FAA 14 CFR Part 135, and 14 CFR Part 380.



 


		ii.	Helijet and the Blade Parties shall jointly prepare any required charter prospectus and/or tariffs and
other documentation prescribed by both CTA and Transport Canada and DOT under the provisions of 14 CFR Part 380, which will then be filed
by the Blade Parties. Helijet has the right but not the obligation to review the Blade Parties’ regulatory materials and filings
and changes necessary to comply with the limitations of the Aircraft, the requirements of Helijet’s Transport Canada or FAA-approved
operating manuals, and other applicable rules of CTA, Transport Canada, FAA and DOT.



 


		iii.	Neither Helijet nor PHS shall cause the Blade Parties’ public charter depository bank to make disbursements
or payments from deposits in the Blade Parties’ public charter depository account except in accordance with the provisions of the
CTA (if any) or FAA 14 CFR Part 380.



 


		iv.	Whenever Helijet or the commanding pilot determines in its, his, or her sole discretion, acting reasonably,
that the safety of a Blade Flight or passengers may be compromised and such circumstances make it physically impossible to perform a Blade
Flight, either may terminate a Blade Flight, refuse to commence a Blade Flight, proceed to any destination considered by either to be
safe or advisable under the circumstances, or take any other action required for safety without liability for loss, injury, damage, or
delay.



 


		15.	Miscellaneous.



 


		a.	Representatives. Notwithstanding anything to the contrary in this Agreement, all employees and
contractors of each Party shall remain and shall be deemed to be for all purposes, including all compensation and employee benefits purposes,
employees and contractors of said Party (or independent contractors thereof), and shall not be considered for any purpose an employee
or contractor of any other Party or any of their Affiliates.



 






    7


     


    

 


		b.	Notices. All notices, requests, claims, demands and other communications provided under this Agreement
shall be in writing and shall be deemed to have been duly given (i) upon delivery in person; (ii) on the first Business Day following
the day on which the same has been sent (charges prepaid) by reputable national overnight air courier service for next day delivery; or
(iii) on the date of transmission by e mail communication (in .pdf format) if transmitted prior to 5:00 p.m. (Vancouver time) on a Business
Day (and otherwise on the first Business Day following such date), in each case to the other Parties at the address or e mail address,
as applicable, as follows:



  


		i.	if to either or both of the Blade Parties, to:



 


Blade Urban Air Mobility, Inc.


31 Hudson Yards, 11th floor


New York, NY 10001


Attn: Melissa Tomkiel, President

Email: melissa@blade.com


 


with a copy (which
shall not constitute notice to the Blade Parties) to:


 


Dentons Canada LLP


20th Floor, 250 Howe Street


Vancouver, BC


Canada V6C 3R8


 


Attn: Robert W. Quon


Email: robert.quon@dentons.com


 


		ii.	if to either or both of the Helijet Parties, to:



 


Helijet International, Inc.


5911 Airport Road South


Richmond, BC


Canada V7B 1B5



Attn: Danny Sitnam

Email: dsitnam@helijet.com


 


with a copy (which shall not constitute
notice to the Helijet Parties) to:


 


McMillan LLP


1500-1055 W. Georgia St.


Vancouver, BC, V6E 4N7


 


Attn: Joanna Dawson 

Email: joanna.dawson@mcmillan.ca


 


or to such other address or e-mail
address, as applicable, as the Party to whom notice is given may have previously furnished to the other Parties in writing in the manner
set forth above.


 


		c.	Governing Law.



 


		i.	This Agreement, the rights of the Parties hereunder and any Action in any way arising out of or relating
to this Agreement, the negotiation, execution or performance of this Agreement or the transactions contemplated by this Agreement (whether
at law or in equity, and whether sounding in contract or in tort or otherwise) will be construed, interpreted and enforced in accordance
with the laws of the Province of British
Columbia and the federal laws of Canada applicable therein without giving effect to any choice of law or conflict of law provision or
rule (whether of the Province of British Columbia or any other jurisdiction) that would cause the application of the law of any jurisdiction
other than the Province of British Columbia.






 






    8


     


    

 


		ii.	The Parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts
of the Province of British Columbia with respect to any Actions, suits or proceedings arising out of or relating to this Agreement and
the Ancillary Agreements and the transactions contemplated hereby and thereby and further agree that service of any process, summons,
notice or document by registered mail to the respective addresses set forth in Section 15.b. shall be effective service of process for
any Action, suit or proceeding brought against any of the Parties in any such court.



 


		d.	Partnership.
Nothing in this Agreement shall create, or be deemed to create a partnership, joint venture or other relationship between the Parties
other than the contractual relationship expressly provided for in this Agreement.



 


		e.	Third Parties. This Agreement does not and is not intended to confer any rights or remedies upon
any Person other than the Parties and their respective successors and permitted assigns. Except for the Blade Indemnitees and the Helijet
Indemnitees, no Person other than the Parties will be entitled to rely on the provisions of this Agreement in any Action, suit, proceeding,
hearing or other forum.



 


		f.	Severability. Whenever possible, each provision of this Agreement will be interpreted in such a
manner as to be effective and valid under Applicable Laws, but if any term or other provision of this Agreement is held to be invalid,
illegal or unenforceable under Applicable Laws, all other provisions of this Agreement shall remain in full force and effect so long as
the economic or legal substance of the transactions contemplated hereby and thereby is not affected in any manner materially adverse to
any Party. Upon such determination that any term or other provision of this Agreement is invalid, illegal or unenforceable under Applicable
Laws, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely
as possible in an acceptable manner in order that the transactions contemplated hereby and thereby are consummated as originally contemplated
to the greatest extent possible.



 


		g.	Amendment. Subject to Applicable Laws, this Agreement may be amended or modified only by written
agreement executed and delivered by the Parties. This Agreement may not be modified or amended except as provided in this Section 15.g
and any purported amendment by any Party effected in a manner which does not comply with this Section 15.g shall be null and void.



 


		h.	Waiver of Rights. Any waiver of any of the provisions of this Agreement will be binding only if
it is in writing and signed by the Party to be bound by it, and only in the specific instance and for the specific purpose for which it
has been given. The failure or delay of any Party in exercising any right under this Agreement will not operate as a waiver of that right.
No single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other
right, and no waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar).



 






    9


     


    

 


		i.	Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed
to be an original, but all of which shall constitute one and the same agreement. No Party will be bound to this Agreement unless and until
all Parties have executed and delivered a counterpart. Signature pages may be executed and delivered electronically using DocuSign, AdobeSign
or other digital signature provider, or by wet ink signature captured on a portable document format (PDF) email attachment, and any signature
pages so executed and delivered will be valid, binding and enforceable for all purposes.



 


		j.	Further Assurances. During the Term, each Party shall execute and deliver such documents and take such
other actions as the other Parties reasonably request to fully consummate the transactions contemplated by this Agreement.



 


		k.	Time is of the Essence. Time is of the essence in this Agreement. Unless otherwise specified, a
period of days will be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. (Vancouver time)
on the last day of the period. If a period of time is to expire on any day that is not a Business Day, the period will be deemed to expire
at 5:00 p.m. (Vancouver time) on the next succeeding Business Day.



 


		l.	Successors and Assigns. This Agreement will inure to the benefit of and be binding upon the Parties
and their respective successors and permitted assigns.



 


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IN WITNESS WHEREOF, the Parties have executed
this Agreement on the Effective Date.


 


	Helijet
    International, Inc.

    
	 	Pacific
    Heliport Services Ltd. 

	 	 	 
	By:  	/s/ Daniel Sitnam	 	By:  	/s/ Daniel Sitnam
	 	 	 	 	 
	Name:
Mr.
Daniel
Sitnam
	 	Name: Mr. Daniel Sitnam
	Title: President & CEO	 	Title: President & CEO



 






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IN WITNESS WHEREOF, the Parties have executed
this Agreement on the Effective Date.


 


 


	Blade Urban Air Mobility, Inc.	 	Blade Urban Air Mobility (Canada), Inc.
	 	 	 
	By:  	/s/ Melissa Tomkiel	 	By:  	/s/ Melissa Tomkiel
	 	 	 	 	 
	Name: Melissa Tomkiel	 	Name: Melissa Tomkiel
	Title: President	 	Title: President






 






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