Exhibit 10.17

Certain information in this document, marked by brackets, has been excluded pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

JOINT VENTURE AGREEMENT

By and Between

Hunch Ventures and Investments Private Limited

(as Hunch)

and

Blade US, LLC

(as Blade)

and

FlyBlade India Private Limited

(as FlyBlade)

Dated 24^th March, 2019

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TABLE OF CONTENTS

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JOINT VENTURE AGREEMENT

This Joint Venture Agreement is entered into on this 24^th day of March 2019 (“Execution Date”) at New Delhi by and between:

And

Hunch, Blade and FlyBlade, where ever the context so requires, are hereinafter individually referred to as a “Party” and collectively as “Parties”.

WHEREAS:

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NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

In this Agreement, except where the context otherwise requires, capitalized terms defined in quotations and/or parenthesis have the meaning so ascribed and the following terms shall have the following meanings ascribed to them:

“Accounting Principles” means the accounting principles and policies adopted by FlyBlade which shall, unless otherwise mutually agreed between the Shareholders, mean the Generally Accepted Accounting Principles and practices as prescribed by the Institute of Chartered Accountants of India (Indian GAAP) and reconciled with the accounting principles and practices as prescribed by the IFRS Foundation and the International Accounting Standards Board (IFRS);

“Adjourned Shareholders Meeting” has the meaning as ascribed to it in Clause 10.11.5;

“Affiliate”in relation to any Party shall mean entity, which, directly or indirectly, Controls, is Controlled by, or is under common Control with such Party;

“Affiliate Transferor”has the meaning as ascribed to it in Clause 14.3.2;

“AGM” means the annual general meeting of FlyBlade;

“Agreed Form” means the form of the relevant document(s) agreed between the relevant Parties and initialed by them or on their behalf by their duly authorized representatives for the purposes of identification;

“Agreement” means this Joint Venture Agreement and shall include all its schedules, appendices and annexures and all modifications, alterations, additions, deletions, amendments or supplements thereto made in writing upon mutual consent of the Parties upon the execution or furtherance of this agreement;

“Alternate Director” has the meaning ascribed to it in Clause 10.5;

“Ancillary Agreements” means certain agreements entered into, or to be entered into from time to time, as the case may be, by and between Hunch and Blade for the purpose of carrying out the Business including, but not limited to, the Licensing Agreement and any other agreement incidental to the conduct of Business which has been designated in writing as an Ancillary Agreement by Hunch and Blade;

“Annual Budget” has the meaning as ascribed to it in Clause 9.2;

“Anti-Bribery Laws” has the meaning ascribed to it in Clause 7.3;

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“Applicable Law(s)” means any and all applicable provisions of any (i) constitution, treaties, statutes, law (including the common law), codes, rules, regulations, ordinances, directions, guidelines, circulars, notifications, clarifications, explanations, bye-laws or orders pronounced by any Governmental Authority having the force of law; (ii) requisite Governmental Approvals(as defined herein below); and (iii) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Governmental Authority;

“Articles” mean the articles of association of FlyBlade, as amended from time to time;

“Blade Board Observers” has the meaning ascribed to it under Clause 10.1.6;

“Blade Contribution”means an amount of US Dollars two hundred thousand only ($200,000) paid by Blade for subscribing to the Blade Subscription Shares, in accordance with the terms of the Agreement;

“Blade Director” has the meaning ascribed to it under Clause 10.1.5;

“Blade Option” has the meaning ascribed to it under Clause 8.1;

“Blade Option Notice” has the meaning ascribed to it under Clause 8.1;

“Blade Option Period” has the meaning ascribed to it under Clause 8.1;

“Blade Subscription Shares” means one thousand (1,000) Equity Shares subscribed to by Blade on the Completion Date in accordance with Clause 5, constituting ten percent(10%) of the Share Capital;

“Board” means the board of Directors of FlyBlade, as duly constituted from time to time in accordance with the terms of this Agreement and the Charter Documents from time to time;

“Board Committee” has the meaning ascribed to it under Clause 10.8;

“Business Day” means any day other than a Saturday, a Sunday or a day on which banks in India or in the United States are permitted to be closed;

“Business Plan” means FlyBlade business plan as set out in Annexure I to this Agreement;

“Capital Call” has the meaning ascribed to it under Clause 8.7.1;

“Catch-up Right” has the meaning ascribed to it under Clause 8.7.2;

“CEO” means the chief executive officer (or by whatever other name called) of FlyBlade appointed in terms of this Agreement from time to time;

“CFO” means the chief financial officer (or by whatever other name called) of FlyBlade appointed in terms of this Agreement from time to time;

“Chairman” means the chairman of the Board appointed in terms of this Agreement from time to time;

“Charter Documents” mean, collectively, the Memorandum and Articles, as amended from time to time, and for clarity, include the Restated Charter Documents;

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“Claims” means claims, notices, actions, Losses, damages, cost, expenses, liabilities, penalties, prosecutions, proceedings, any other demands, and the like; in each case, when due and payable;

“Companies Act” means the (Indian) Companies Act, 2013 and rules framed thereunder including any amendments or modifications or re-enactments thereof;

“Competitor” means any Person which is directly or indirectly engaged in the Business.

“Consent” means any permission, ratification, notice, clearance, no objection certificate, consent, license, approval, authorisation, waiver, permit, grant, concession, agreement, certificate, exemption, order, registration, or any other form of authorization of whatever nature and by whatever name called, which is required to be granted by a Governmental Authority, the Board, the shareholders or any other body of FlyBlade, creditors or any other Person or authority or under any Applicable Law or contract;

“Contributing Party” has the meaning ascribed to it under Clause 8.7.2;

“Controlling”, “Controlled by” or “Control” means, with respect to any Party: (i) the ownership of more than fifty percent (50%) of the equity shares or other voting securities or economic interest of such Party; or (ii) the possession of the power, direct or indirect, to direct or cause the direction of the management and policies of such Party; or (iii) the power to appoint a majority of the directors or other individuals exercising similar authority with respect to such Party; by virtue of ownership of voting securities or management or contract or in any other manner, whether (a) formal or informal; or (b) directly or indirectly, including through one or more other Party and (iv) shall include, without limitation, the definition of “control” under in Section 2(27) of the Companies Act; and the term “Common Control” shall be construed accordingly;

“COO” means the chief operating officer (or by whatever other name called) of FlyBlade appointed in terms of this Agreement from time to time;

“CP Satisfaction Notice” has the meaning ascribed to it under Clause 4.3;

“Deadlock” has the meaning ascribed to it under Clause 10.12.1;

“Deadlock Option Notice”has the meaning ascribed to it under Clause 10.12.5;

“Deed of Adherence”means a deed substantially in the form set out in Annexure IV to this Agreement;

“Default Notice” has the meaning ascribed to it under Clause 16.4.2;

“Defaulting Party” means a Party in default as a result of an occurrence and continuation of one or more events of default as set out under Clause 16.4.2;

“Director” shall mean any director for the time being of FlyBlade including, where applicable, any Alternate Director;

“Dispute” has the meaning ascribed to it under Clause 21.2.1;

“Dissolution Event” has the meaning ascribed to it under Clause 15;

“D&O Insurance” has the meaning ascribed to it under Clause 10.7;

“EGM” means any extra-ordinary general meeting of the Shareholders;

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“Employee Shareholder” means any employee, officer or director who is issued or holds any Shares pursuant to any management incentive plan, including the management incentive plan to be implemented by FlyBlade pursuant to Clause 10.10.4.

“Encumbrance” means (i) any mortgage, charge (fixed or floating), pledge, lien, hypothecation, assignment, deed of trust, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Party, including any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect substantially equivalent to the granting of security under Applicable Law; (ii) any voting agreement, interest, option, right of pre-emption, right of first offer or refusal or Transfer restriction in favour of any Party; (iii) any actionable Claim as to title, possession or use; or (iii) any agreement, arrangement or obligation to create any of the foregoing, and “Encumber” shall be construed accordingly;

“Equity Shares” means equity shares of FlyBlade, each having a face value of INR fourteen thousand and seventy-six (Rupees 14,076);

“Event of Default” has the meaning ascribed to it under Clause 16.3;

“Execution Date” has the meaning ascribed to it under the preamble to this Agreement;

“FCPA” has the meaning ascribed to it under Clause 7.3;

“Financial Year” has the meaning assigned to the term in Section 2(41) of the Companies Act;

“FlyBlade Initial Shares” shall mean 10,000 (Ten Thousand) Equity Shares of FlyBlade owned by Hunch, together with its nominee shareholder legally and beneficially, constituting one hundred percent (100%) of the Share Capital immediately before the Completion Date; and to be subscribed to by Hunch and Blade in the proportion of ninety percent (90%) and ten percent (10%) respectively, on the Completion Date;

“Force Majeure” means occurrence of one or more of the following events in India which are beyond the control of the Parties, and which are unforeseen, unavoidable or insurmountable (in each case, as enumerated below), and which arise after the date of this Agreement and which prevents or restricts total or partial performance of this Agreement by either Party:

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“Fully Diluted Basis” shall mean on the basis that all Shares (whether or not by their terms then currently convertible, exercisable or exchangeable) have been so issued, converted, exercised or exchanged (as the case may be) in accordance with their terms;

“General Meeting” means the general meeting of the Shareholders of FlyBlade;

“Governmental Approval” means any Consent of, with or to any Governmental Authority;

“Governmental Authority” means in relation to India, the central government, or any State government or any other political sub-division thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of India, as applicable, or any political subdivision thereof or any other applicable jurisdiction; any court, tribunal or arbitrator and any securities exchange or body or authority regulating such securities exchange;

“Gross Margin” means the remainder, if positive, of gross revenues less aggregate aircraft charter costs;

“Hunch Contribution”means an amount of US Dollars one million and eight hundred thousand only ($1,800,000) paid by Hunch for subscribing to the Hunch Subscription Shares, in accordance with the terms of the Agreement;

“Hunch Directors” has the meaning ascribed to it under Clause 10.1.4;

“Hunch Subscription Shares” means nine thousand (9,000) Equity Shares subscribed to by Hunch on the Completion Date in accordance with Clause 5, constituting ninety percent (90%) of the Share Capital;

“INR” or “Rs.” means Indian Rupees, the lawful currency of India;

“Intellectual Property” means, to the extent directly used in connection with the Business, patents, trademarks, service marks, logos, trade names, internet domain names, copyright (including rights in computer software) and moral rights, database rights, utility models, rights in designs, rights in get-up, rights in inventions, rights in know-how and other intellectual property rights, in each case whether registered or unregistered, and all rights or forms of protection having equivalent or similar effect anywhere in the world and registered and includes registrations and applications for registration;

“Initial Capital Call” has the meaning ascribed to it under Clause 8.1.

“Key Officers” means: the CEO, COO, and CFO, who shall be in full time employment of FlyBlade;

“LIBOR” means the London Inter-Bank Offered Rate;

“Licensed IP Support” has the meaning as ascribed to it under the Licensing Agreement;

“Licensing Agreement” means that certain Licensing Agreement, dated as of 24^th March 2019, by and between Blade Urban Air Mobility, Inc. and FlyBlade;

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“Long Stop Date” means ninety (90) Business Days from the Execution Date, or such other extended date as may be mutually agreed by Hunch and Blade, in writing;

“Losses” means all (i) losses; (ii) liabilities; and (iii) reasonable costs, charges attorneys’ fees and expenses, including out-of-pocket expenses, and accountants’ fees and disbursements; provided that, in each case (a) whether or not resulting from third party Claims; and (b) only if actual; and for clarity, including those resulting from actions, proceedings, Claims and including interests and penalties with respect thereto;

“Major Shareholder” has the meaning as ascribed to it under Clause 10.12.5;

“Major Shareholder Shares” has the meaning ascribed to it under Clause 10.12.5;

“Memorandum” means the memorandum of association of FlyBlade, as amended from time to time;

“Minor Shareholder” has the meaning as ascribed to it under Clause 10.12.5;

“Minor Shareholder Shares” has the meaning as ascribed to it under Clause 10.12.5;

“Non-Contributing Party” has the meaning as ascribed to it under Clause 8.7.2;

“Non-Defaulting Party” has the meaning as ascribed to it under Clause 16.4.1;

“Offer to Purchase” has the meaning as ascribed to it under Clause 10.12.5;

“Offer to Sell” has the meaning as ascribed to it under Clause 10.12.5;

“Offeree”has the meaning as ascribed to it under Clause 14.4.1;

“Offeree Election Notice” has the meaning as ascribed to it under Clause 14.4.2;

“Offeree Election Period” has the meaning as ascribed to it under Clause 14.4.2;

“Offeree Election Price” has the meaning as ascribed to it under Clause 14.4.2;

“Offeror” has the meaning as ascribed to it under Clause 14.4.1;

“Officer Designate” means “occupier”, “principal officer”” or an “officer in default” or as an employer of any of the employees of FlyBlade;

“Original Board Meeting” has the meaning as ascribed to it under Clause 10.6.2;

“Original Director” has the meaning as ascribed to it under Clause 10.5;

“Original Shareholders Meeting” has the meaning as ascribed to it under Clause 10.11.5;

“Parent” means any Person that has direct or indirect ownership of, or has the right to directly or indirectly direct, control or make all material decisions for, Hunch or Blade, as applicable;

“Percentage Ownership” refers to the proportion that the number of Shares held by such Shareholder bear to the entire Share Capital (in percentage terms) on Fully Diluted Basis, provided that no Shares issued to or held by any Employee Shareholder shall be included in the calculation of the entire Share Capital on a Fully Diluted Basis for purposes of this definition of “Percentage Ownership”;

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“Person” means any individual, joint venture, company, corporation, partnership (whether limited or unlimited), proprietorship, trust or other enterprise (whether incorporated or not), Hindu Undivided Family, union, association, or any agency, department, authority or sub- division thereof and shall include their respective successors and in case of an individual shall include his/her legal representatives, administrators, executors and heirs and in case of a trust shall include the trustee or the trustees for the time being;

“Purchase Price” has the meaning as ascribed to it in Clause 10.12.5;

“RBI” means the Reserve Bank of India, established under the Reserve Bank of India Act, 1934;

“Reconvened Board Meeting” has the meaning as ascribed to it under Clause 10.6.2;

“Related Party” has the meaning as ascribed to it under Section 2(76) of the Companies Act;

“Relative” has the meaning as ascribed to it under Section 2(77) of the Companies Act;

“Reserved Matters” means matters set forth in Annexure III to this Agreement which shall require the prior written consent of Hunch Directors, Blade Directors or Blade Board Observers, as the case may be, only in accordance with Clause 10.13;

“Restated Charter Documents” means the amended and/or restated Articles and Memorandum that give effect to the provisions of this Agreement in the Agreed Form;

“RoC” means the Registrar of Companies at NCT Delhi and Haryana, India;

“ROFO Acceptance Notice” has the meaning as ascribed to it under Clause 14.4.3;

“ROFO Notice” has the meaning as ascribed to it under Clause 14.4.1;

“ROFO Period” has the meaning as ascribed to it under Clause 14.4.3;

“ROFO Shares” has the meaning as ascribed to it under Clause 14.4.1;

“Second Adjourned Shareholders Meeting” has the meaning as ascribed to it under Clause 10.11.5;

“Second Reconvened Board Meeting” has the meaning as ascribed to it under Clause 10.6.2;

“Shareholder” means either Hunch or Blade or any other party who holds Equity Shares or may hereinafter hold Shares in accordance with the terms of this Agreement and is registered in the register of members of FlyBlade, except for Employee Shareholders, and “Shareholders” shall mean and refer to them collectively;

“Shareholder Loan” has the meaning as ascribed to it under Clause 8.6;

“Shares” means any share (of whatever class or denomination) and includes the Equity Shares or any securities convertible into Equity Shares, in the Share Capital;

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“Share Capital” means the total issued, subscribed and paid up share capital of FlyBlade, including Equity Shares and preference shares and other Shares, calculated on a Fully Diluted Basis;

“Third Party Offering” has the meaning as ascribed to it under Clause 8.2.

“Third Party Offering Discount” has the meaning as ascribed to it under Clause 8.2.

“Transaction” has the meaning as ascribed to it in Clause D of the Recitals;

“Transaction Expenses” means all the costs and expenses paid by a Party with respect to the consummation of the Transaction and the execution of this Agreement;

“Transfer” means to transfer, sell, gift, assign, pledge, hypothecate, mortgage, create a security interest in or lien on, Encumber, place in trust (voting or otherwise), transfer by operation of Applicable Law or in any other way subject to any Encumbrance or dispose of, whether voluntarily or involuntarily including, without limitation, any attachment, assignment for the benefit of creditors, and with respect to a company the appointment of a custodian, liquidator or receiver of any of its properties, business or undertaking; provided that, with respect to Blade, a change of control transaction or sale of all or substantially all of the assets of Blade does not constitute a Transfer of Equity Shares for the purposes of Clause 16 hereof;

“Transferee” has the meaning as ascribed to it under Clause 14.4.2;

“Trigger Date” has the meaning as ascribed to it under Clause 10.12.5;

“U.S. Tax Classification Election” has the meaning ascribed to it under Clause 12.5;

“Warranty(ies)” means the representations and warranties given by the Parties under this Agreement;

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This Agreement shall, except for this Clause 2, which shall come into force and effect upon the Execution Date, shall come into and be in full force and effect upon the Completion Date.

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Subject to fulfilment of the Conditions Precedent in accordance with Clause 4 (Conditions Precedent to Completion Date), Blade hereby agrees and undertakes to subscribe to, and FlyBlade agrees to issue, allot and deliver to Blade at Completion Date, the Blade Subscription Shares, free and clear of all Encumbrances and together with all rights, title, interest and benefits appertaining thereto, against payment of the Blade Consideration in accordance with the terms hereof, such that Blade shall hold Equity Shares representing ten percent (10%) of the Share Capital on the Completion Date.

Subject to fulfilment of the Conditions Precedent in accordance with Clause 4 (Conditions Precedent to Completion Date), Hunch hereby agrees and undertakes to subscribe to, and FlyBlade agrees to issue, allot and deliver to Hunch at Completion Date, the Hunch Subscription Shares, free and clear of all Encumbrances and together with all rights, title, interest and benefits appertaining thereto, against payment of Hunch Consideration in accordance with the terms hereof, such that Hunch shall hold Equity Shares representing ninety percent (90%) of the Share Capital on the Completion Date.

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FlyBlade shall perform the following actions within the timelines specified herein and shall provide Blade and Hunch with certified true copies of necessary documents evidencing fulfilment of such actions, no later than five (5) Business Days from the date on which each of the following actions are completed:

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Notwithstanding the foregoing, Hunch and Blade agree that their respective performance of the obligations set forth in this Clause 7.2 shall be subject to any limitations set forth in the Annual Budget, as amended from time to time, and neither shall take or fail to take actions in contradiction with any limitation or obligation set forth in the Annual Budget.

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Any future funding requirements of FlyBlade shall be met in the following order of preference:

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The Alternate Director shall be entitled to receive notice of all Board meetings and to attend, constitute the quorum and vote at such meetings in place of the Original Director and generally to perform all functions of the Original Director in his absence. The Alternate Directors shall be considered for the constitution of the Board Quorum.

The Parties shall take all such actions, including exercising their votes in relation to the Shares controlled by them, as may be required to cause any Alternate Director nominated pursuant to this Clause 10.5 to be duly elected or appointed. Upon the appointment of the Alternate Director, FlyBlade shall ensure compliance with the applicable provisions of the Companies Act and the rules framed thereunder, including by filing necessary forms with the RoC.

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The Board shall not consider or take any decision on any matter that is not included in the agenda for any Board meeting including any adjourned meeting thereof.

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FlyBlade shall not indemnify a Director where the actions or omissions forming the basis of the Losses were performed or omitted to be performed fraudulently or as a result of the wilful misconduct of the relevant Director or as a result of the wilful breach of this Agreement, Applicable Law or of the Restated Charter Documents of the relevant Director.

Notwithstanding any of the other provisions of this Agreement, FlyBlade shall procure Directors and Officers Liability Insurance (“D&O Insurance”) in respect of all its Directors in the amount of US dollars one million five hundred thousand ($1,500,000), and shall provide each Director with a copy of such D&O Insurance.

Subject to such written consents as required under Clause 10.13:

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All powers and roles (including those specified above, if applicable) of the Key Officers shall be provided in their respective employment agreements.

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The Shareholders shall not consider or take any decision on any matter that is not included in the agenda for any General Meeting including any adjourned meeting thereof.

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Notwithstanding the above, it is agreed that if the Percentage Ownership of a Shareholder falls below five percent (5%), the requirement of presence of the representative of such Shareholder to constitute quorum under this Clause 10.11.5 shall not apply.

No Shareholder shall enter into or agree to be bound by any shareholder agreement or like arrangements of any kind (including any arrangement or agreement with respect to the acquisition, disposition or voting of any Shares) with any Person or party (including any Person or party that becomes a Shareholder hereafter) that is inconsistent with any of the provisions of this Agreement.

Each Shareholder shall have the right to vote in proportion to its Percentage Ownership, calculated as one (1) vote per Share.

as the case may be, a deadlock shall occur (“Deadlock”).

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The Parties agree that in case FlyBlade forms, organizes or incorporates a wholly owned subsidiary in any jurisdiction, each Party shall have the same management and shareholders’ rights as granted to such Party under this Agreement and the provisions under this Clause 10, Clause 11, Clause 12 and Clause 14 shall apply mutatis mutandis to such subsidiary.

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The Board shall appoint such statutory auditors, internal auditors and the financial controller, from time to time, in accordance with the Applicable Law and as approved by the Blade Directors or Blade Board Observers.

FlyBlade shall deliver to Hunch and Blade:

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Blade and Hunch shall be entitled to inspection and visitation rights during the normal business hours and subject to providing reasonable notice. For the aforesaid purpose, FlyBlade shall give reasonable access to the authorized representatives of Blade and Hunch to visit and inspect such properties, corporate, financial and other records, reports, books and contracts of FlyBlade, if any, as may be reasonably requested by Blade and Hunch or its authorised representatives.

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FlyBlade shall be dissolved upon the occurrence of any one of the following events (each such event referred to as a “Dissolution Event”):

Upon dissolution of FlyBlade due to occurrence of a Dissolution Event, the aggregate proceeds of such dissolution shall be distributed pro-rata to the Shareholders, on the basis of their respective shareholding in FlyBlade, calculated on a Fully Diluted Basis.

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With respect to each Hunch and Blade, the occurrence of any one or more of the following circumstances, conditions, acts or events, for any reason whatsoever and whether any such circumstance, condition, act or event shall be voluntary or involuntary, shall constitute an “Event of Default” so long as it shall not have been remedied:

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Each Party agrees to indemnify and hold harmless the other Parties, their Affiliates, agents and successive officers, directors, employees and agents and their respective successors, heirs and assigns promptly upon demand at any time and from time to time, from and against any and all Loss to which any indemnified Party may become subject, insofar as such Losses arise out of, or in any way relate to, or result from any breach of any material Warranties, obligations, covenants or agreement of the indemnifying Party contained in this Agreement. Neither Party nor FlyBlade shall be liable to a Party for any consequential, indirect, exemplary, incidental, special or punitive damages based on any claim arising out of this Agreement.

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The Parties agree that it is in their respective interests and FlyBlade best interests to protect the Intellectual Property of Hunch, Blade, FlyBlade and any third party; therefore, the Parties agree to implement comprehensive policies and procedures to protect, and ensure no misappropriation of, all such Intellectual Property.

This Agreement shall be governed by and construed in accordance with the laws of India. The Parties hereby submit to the exclusive jurisdiction of the courts at New Delhi, India.

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The Notice Address for FlyBlade shall be:

Blade Urban Air Mobility, Inc.
Attn: Melissa Tomkiel

General Counsel 499 East 34^th Street

New York, NY 10016

Email: melissa@flyblade.com

with a copy, to:

Hunch Ventures and Investments Private Limited
Attn: Karanpal Singh

Director

005 Ground Floor, Plot No. 09, Copia Corporate Suites
Jasola, New Delhi, South Delhi-110044, India

Email: karan@hunchventures.com

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The Notice address for Blade shall be:

Blade Urban Air Mobility, Inc.
Attn: Melissa Tomkiel

General Counsel
499 East 34^th Street

New York, NY 10016

Email: melissa@flyblade.com

with copies, which shall not constitute notice, to:

Schulte Roth &Zabel, LLP
Attn: Boris Ziser; Andrew Fadale
919 3^rd Avenue

New York, NY 10022
Email: Boris.Ziser@srz.com;
Andrew.Fadale@srz.com

Nishith Desai Associates
Attn: Vaibhav Parikh

375 Park Avenue, Suite 2607
New York, NY 10152

Email: vaibhav.parikh@nishithdesai.com

The Notice address for Hunch shall be:

Hunch Ventures and Investments Private Limited
Attn: Karanpal Singh

Director

005 Ground Floor, Plot No. 09, Copia Corporate Suites
Jasola, New Delhi, South Delhi-110044, India

Email: karan@hunchventures.com

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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AGREEMENT TO BE DULY EXECUTED AND DELIVERED BY THEIR DULY AUTHORISED REPRESENTATIVES AS OF THE DAY AND YEAR HEREINABOVE WRITTEN

[Execution Page Follows]

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SIGNED AND DELIVERED FOR AND ON BEHALF OF

BLADE US, LLC

By: Rob Wiesenthal

Title: Authorized Signatory

WITNESS

Signature:

Name:

Address:

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Annexure I

Business Plan

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Form of CP Satisfaction Notice

Annexure II

Dated: [●]

Place: [●]

To

Hunch Ventures and Investment Private Limited/ Blade US, LLC

Address: [●]

Subject: Notice certifying the completion of ‘Conditions Precedent’ as set out under the Joint Venture Agreement (“JVA”) dated 24^th March, 2019 executed between FlyBlade (India) Private Limited (“Company”); Hunch Ventures and Investment Private Limited (“Hunch”) and Blade US, LLC (United States of America) (“Blade”) at New Delhi.

Dear Sir(s),

This is with respect to the captioned subject matter. The Company, by virtue of being a party to the JVA is under obligation to provide the present ‘CP Satisfaction Notice’ to Hunch and Blade affirming the completion / fulfilment of ‘Conditions Precedent’ as mentioned under the JVA to the satisfaction of Hunch and Blade. The following documents have been enclosed with the present notice evidencing completion or fulfilment of the said ‘Conditions Precedent’:

1.            [●]

2.            [●]

3.            [●]

Accordingly, it is hereby requested that the same may be taken on record and a meeting be convened by the aforesaid Parties to the JVA determining the ‘Completion Date’ (as defined in the Agreement) which shall in no case be later than the ‘Long Stop Date’ (as defined under the Agreement).

Thanking You

Yours Sincerely

Amit Dutta

Director

For FlyBlade

Joint Venture Agreement

March 24, 2019

Strictly Confidential

Annexure III

Reserved Matters

Joint Venture Agreement

March 24, 2019

Strictly Confidential

Annexure IV

Form of Deed of Adherence

This deed of adherence (“Deed”) is made on this [●] day of [●] at [●]:

BY AND AMONGST

AND

AND

This Deed is supplemental to the Joint Venture Agreement (“Agreement”) made and executed on the 24^th day of March, 2019 by and amongst the Company, Hunch Ventures and Investment Private Limited and Blade US, LLC.

NOW, THEREFORE, THIS DEED WITNESSETH AS FOLLOWS:

In consideration of the Transferor having transferred [●] Shares to the Covenantor or in consideration of the Company having issued and allotted [●] Shares to the Covenantor, and in consideration of the Continuing Shareholders hereto having agreed to such transfer/ allotment, the Covenantor hereby agrees and undertakes as follows:

Joint Venture Agreement

March 24, 2019

Strictly Confidential

All capitalised terms, unless defined herein, shall have the same meaning as assigned to them under the Agreement.

Executed as a Deed on the day and year first above written.

For the Covenantor

By: [●]

Title:

For the Transferor

By: [●]

Title: [●]

For the Continuing Shareholders

By: [●]

Title: [●]

For the Company

By: [●]

Title: [●]