Exhibit 10.19

3/24/2019

Private & Confidential

LICENSE AGREEMENT

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

This License Agreement (the “Agreement”) is made and executed on this 24^th day of March 2019 (the “Effective Date”) at New Delhi by and between:

Blade Urban Air Mobility, Inc., a Delaware corporation, located at 499 E.34^th Street, New York, NY-10016 (“Licensor”) through its authorized signatory Rob Wiesenthal (which term and expression unless repugnant to the subject, context or meaning thereof be deemed to mean and include its successor(s) and permitted assign(s));

AND

FlyBlade (India) Private Limited, a company incorporated under the provisions of Companies Act, 2013, having its registered office at 5^th Floor, Huda City Centre Metro Station, Sector-29, Gurgaon-122009, Haryana, India (“Licensee”) through its Director Amit Dutta (which term and expression unless repugnant to the subject, context or meaning thereof be deemed to mean and include its successor(s) and assign(s)).

(Licensor and Licensee shall be collectively referred to as the “Parties” and each individually as “Party)

RECITALS

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NOW, THEREFORE, in consideration of the foregoing, and the mutual promises and covenants contained herein, and other good and valuable consideration hereof, the adequacy and receipt of which is hereby affirmed by each of the Parties, the Parties hereby agree as follows:

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In this Agreement, unless the context otherwise specifies:

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Under the license and rights granted herein, the Licensee is authorized to use the Licensed Marks only as provided in Section 2(i) hereof, including use in Licensed Materials, and for no other purpose. The Licensee shall comply strictly with the Standards set forth from time to time by Licensor with respect to the appearance and manner of use of the Licensed Marks, which shall be provided or otherwise made available to the Licensee in written or electronic form. For purposes of clarity, any updates to Licensor’s Standards shall be communicated to Licensee in writing and shall be effective thirty (30) days after such written communication. In using the Licensed Marks, the Licensee shall indicate that the Licensed Marks are registered trademarks of Licensor. Any use of the Licensed Marks not specifically provided for by the Standards (including any uses not contemplated by the Standards, any uses in contravention of the Standards and any clarifications of the Standards) shall be adopted by the Licensee only upon prior written approval by Licensor.

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Upon receiving the said request from Licensee, Licensor shall as soon as practicable deliver such information and assistance to Licensee..

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Licensee must use only such Partners that Licensor has pre-approved in writing. Licensee will notify Licensor in writing at least 30 days prior to engaging with or using a Partner and provide Licensor with sufficient information for Licensor to determine the suitability of such Partner in accordance with the Standards.

Licensee must use only such PF Goods that conform to the Standards and are purchased from a vendor, supplier or manufacturer “approved” by the Licensor. Licensor may designate approved vendors and suppliers, as the only approved supplier for certain other Business-related items.

Licensee, at its sole expense, must construct Public Facilities to the satisfaction of Licensor in accordance with the Standards. Prior to any such construction or material renovations, Licensee will obtain the written approval of Licensor that any such construction or renovations comply with Standards.

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All Products, the methods and processes for designing and developing Products and usage thereof by the Licensee, shall meet all requirements of the Standards and shall comply with all applicable laws and industry and safety standards. Licensee agrees that the restrictions imposed on Licensee in this Article 5 are necessary to maintain the identity, integrity and reputation of the Standards and other distinctive elements or characteristics that Licensor have developed or authorized in the use of the Licensed Marks and Licensed Software.

Licensee shall pay to Licensor running royalties, on a monthly basis for every year during the Term, on Licensee’s Gross Revenue as follows: [***] (the “Royalties”) all of which shall be inclusive of any taxes payable in respect of Royalties. All payments shall be made to Licensor by Licensee post deduction of taxes at source including any withholding taxes deducted at the rates prevalent under the applicable laws.

In addition to the Royalties, commencing in Y1, and thereafter, during the Term, Licensee shall pay to Licensor [***] of the Licensee’s Profit Before Tax in each year that the Licensee has attained a minimum of [***] in annual Profit Before Tax (the “Revenue Share”).

Licensee shall be responsible for payment of any sales, use, value added, service or other similar taxes that may be imposed by any governmental authority upon Licensee relating to the Business or use of the Licensed Software along with Services and Licensed Trademarks by Licensee or its Customers. Licensor shall be solely responsible for any corporate and franchise taxes and income taxes based upon the income or revenue of Licensor. Upon request made by Licensee in writing, Licensor shall provide any reasonably requested information within its possession or control and reasonable assistance to enable Licensee to comply with this Section 6(i)(c). Such request shall specify the information required by Licensee along with brief reasons for the same. Upon receiving the said request from Licensee, Licensor shall as soon as practicable deliver such information and assistance to Licensee. Notwithstanding anything to the contrary contained in this Agreement, Licensee shall be responsible to comply with obligations to withhold taxes from payments to Licensor under this Agreement according to the timelines and in the manner prescribed by applicable law, and shall undertake all related filings and compliances as prescribed by applicable law including but not limited to providing Licensor with a statement of taxes withheld by Licensee, and proof of deposit of withheld with the governmental authority in accordance with applicable law.

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The total amount of Royalties and Revenue Share, as applicable, for the Royalty Period, specified in the monthly counter-signed report and invoice under Clause 7hereof shall be payable by Licensee in the currency of US dollar by bank transfer remittance to the bank account designated by Licensor, so that such remittance shall reach Licensor not later than twenty (20) days following the date of such monthly counter-signed report and invoice or corrected report and invoice.

During the Term, Licensee shall submit to Licensor monthly written reports describing in detail the Gross Revenues and Profit Before Tax for the Business, in each case sufficient for Licensor to determine Royalties for the preceding month(each month, referred to as the “Royalty-Period”) and Revenue Share (if applicable). Such report shall be made on such form as Licensor may from time to time reasonably request, and shall be submitted to Licensor within seven (7) days after the end of each Royalty-Period. Licensor shall, within five(5) days after its receipt of such report, examine the report, and if the statements made therein are found to be correct, shall counter-sign it and return the counter-signed report to Licensee together with an invoice regarding the running royalty payable for the Royalty- Period.

In addition to the monthly reports required under Section 7(i) hereof, Licensee shall prepare and make available to the Licensor monthly management accounts and such other financial statements and reports and other information, as may be reasonably requested by Licensor from time to time. For the avoidance of doubt, the statements and reports to be provided to the Licensor shall include, but not be limited to, sufficient information required by Licensor to enable it to comply with its own reporting requirements.

During the Term, Licensee shall prepare true and accurate books of account, financial statements and records showing all information necessary for preparation of the above report. During the term of this Agreement and within three years after the termination of the Agreement, if so requested in writing by Licensor, Licensee shall permit Licensor or its agents to have access to these books of account, financial statements and records, to the extent they are related to the transactions contemplated in this Agreement, and shall disclose them to Licensor or its agents and shall make all explanations thereof as requested by Licensor or its agents. Such books, statements and records shall be retained by Licensee for a period of five (5) years after the date of Licensee’s preparation thereof.

(a)     Either Party may choose to terminate this Agreement by serving the other Party with a written notice of thirty (30) days in writing.

(b)     If either party commits a material breach or default in the performance of any of its obligations under this Agreement, the non-breaching party shall give the breaching party written notice of the material breach or default and the non-breaching party’s intention to terminate the Agreement pursuant to Section 8(iv) hereof if the material breach or default is not cured within thirty (30) days after the breaching party’s receipt of such notice. For the avoidance of doubt, a material breach shall include, but not be limited to: the failure to pay any sum payable to Licensor under this Agreement or when due or provide the necessary reporting under Clause 6; a breach of any of Licensee’s obligations in Clauses 3, 4 and 5 hereof.

Licensor reserves the right to suspend access to or use of the Licensed Software or Services if Licensee fails to timely pay any undisputed amounts due to Licensor under this Agreement, but only after Licensor notifies Licensee of such failure and such failure continues for thirty (30) days. Licensee agrees that Licensor shall not be liable to Licensee or to any third party for any liabilities, claims or expenses arising from or relating to such suspension resulting from Licensee’s nonpayment.

Licensor reserves the right to suspend access to or use of the Licensed Software or Services if the Licensee’s or its Customer’s use or access of the Licensed Software or Services is causing immediate and ongoing harm to Licensor or other only after providing Licensee with a reasonable time period to resolve the issue, provided such issue may be resolved by Licensee without ongoing material harm to Licensor or others, failing which the Licensor may exercise such right. Licensor shall not be liable to Licensee or to any third party for any liabilities, claims or expenses arising from or relating to any such suspension in accordance with this Clause.

If the breaching party’s fails to cure a material breach or default specified in any notice under Section 8(i) hereof within thirty (30) days after receipt of such notice, then the non- breaching party may thereafter immediately terminate this Agreement.

If either party commits a material breach or default in the performance of any of its obligations under this Agreement and such material breach or default is not susceptible of cure, the other party may terminate this Agreement effectively immediately upon written notice to the breaching party.

Upon termination of this Agreement: (a) all rights and licenses granted by and obligations assumed by either Party hereunder shall immediately terminate; (b) Licensor shall immediately cease providing the Services and all usage rights granted under this Agreement shall terminate; (c)Licensee shall immediately cease using the Licensed Software, Documentation and Licensed Marks, including destroying all Licensed Materials in the Licensee’s possession which bear the Licensed Marks; (d)the Receiving Party (as defined below) promptly shall cease to use the Confidential Information and, upon written request from the Disclosing Party, return to the Disclosing Party (as defined below), or destroy, all Confidential Information of the Disclosing Party provided under or in connection with this Agreement, including all copies, portions and summaries thereof, and shall provide the Disclosing Party with a written statement certifying that all such material has been returned or destroyed; and (e) Licensee shall within thirty (30) days of termination pay to Licensor any fees, reimbursable expenses, compensation, and other amounts that have accrued prior to termination.

Without Licensee first obtaining the prior written consent of Licensor, which consent shall not be unreasonably withheld, Licensor shall have the right to terminate this Agreement in its entirety upon any of the following events:

Licensor warrants that:

Each Party represents and warrants to the other that:

Except with respect to indemnity for third party infringement claims and material breaches as set forth in Clause 10 hereof, in no event shall either Party be liable to the other Party for incidental, punitive, special, or consequential damages (including lost profits) of any kind arising from any breach or termination of this agreement even if such party has been notified of the possibility of such damages.]

“Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Licensee Data is deemed Confidential Information of Licensee. Licensed Software and Documentation are deemed Confidential Information of Licensor.

The provisions of this Section 12 (iii) shall not apply to the extent that any Confidential Information: (a) is already known to the Receiving Party free of any restriction at the time it is obtained; (b) is subsequently learned by the Receiving Party from an independent third party free of any restriction and without breach of this Agreement; (c) is or becomes publicly available through no wrongful act or omission of the Receiving Party; or (d) is independently developed by or for the Receiving Party without reference to or use of any Confidential Information of the Disclosing Party. Further, the Receiving Party shall not be in breach for disclosure to the extent: (i) required pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange or self-regulatory agencies (provided that to the extent practicable and lawfully permitted, the Receiving Party shall advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure); or (ii) as requested by any governmental regulatory agency having jurisdiction over the Receiving Party (provided that to the extent practicable and lawfully permitted, the Receiving Party shall advise the Disclosing Party of such required disclosure promptly upon learning thereof in order to afford the Disclosing Party a reasonable opportunity to contest, limit and/or assist the Receiving Party in crafting such disclosure).

Except as otherwise provided herein, no right or remedy herein conferred on or reserved to either Party is intended to be exclusive of any other right or remedy, and each and every right and remedy will be cumulative and in addition to any other right or remedy under this Agreement or under applicable law, whether now or hereafter existing.

The Parties acknowledge and agree that each of them are separate legal entities pursuing their own business and in entering into and performing this Agreement each will act as independent contractors, and not as an association of parties coming together with a common purpose or design. Notwithstanding anything to the contrary contained in the Agreement, it is the intent of the Parties that nothing contained therein shall be construed to effect any partnership, joint venture, joint stock company, master and servant, agency, association of persons or any other form of legal relationship giving rise to joint liability or joint and several liability. The relationship of the Parties shall continue to be that of independent contractors. Neither Party is authorized to make any representations on behalf of the other Party in dealing with third parties or to bind the other Party with any legal obligations to third parties. Any employee, subcontractor or agent of a Party who is assigned to perform such Party’s obligations hereunder shall remain at all times under its exclusive direction and control and shall not be deemed to be an employee, subcontractor or agent of the other Party. Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, or to represent the other Party as agent, employee, or in any other capacity.

This Agreement shall be binding on and inure to the benefit of the respective Parties and their successors and permitted assigns. Neither Party may assign its rights or delegate its duties or obligations under this Agreement without the other Party’s prior written consent. Any assignment in violation of this Clause shall be void.

All notices and other communications required under this Agreement shall be made in writing and sent to the address of the appropriate Party stated below, or to such other address as shall be given by either Party to the other in writing, and shall be effective: (a) upon actual delivery if presented personally or sent by express overnight courier such as Federal Express (with a signature acknowledging receipt); or (b) seven (7) days following deposit in the mail if sent by certified or registered mail, postage prepaid, return receipt requested.

To Licensor:         Melissa Tomkiel

General Counsel

499 East 34^th Street

New York, NY 10016

melissa@flyblade.com

To Licensee:        Karanpal Singh

Director

005 Ground Floor, Plot No. 09, Copia Corporate Suites

Jasola, New Delhi, South Delhi-110044, India

karan@hunchventures.com

Neither Party shall be liable for or be considered to be in breach of or default under this Agreement on account of any delay or failure to perform its obligations as required by this Agreement by reason of a governmental law or regulation, court order, governmental or legal action or proceedings, labor disturbances, act of God, fire, flood, national emergency, natural calamity, war, insurrection, terrorist acts, civil disturbances, internal disturbances, armed conflicts, curfew, strike or other reason of a like nature beyond the reasonable control of and not due to the fault of or negligence of such Party, which such Party is unable to prevent or overcome by the exercise of ordinary prudence and diligence (including, but not limited to the implementation and exercise of a reasonable disaster recovery plan), so long as that Party uses all commercially reasonable efforts to avoid or remove such causes of non-performance. The Party facing any of the conditions described under the present Clause, shall as soon as practicable, send a written notice to the other Party informing the condition faced along with stating the actual or possible delay(s) in the performance of its obligations set out hereunder and the estimated delay period along with the cause. In the event, the performance of either Party is impaired or hampered, whether partially or completely, due to any of the Force Majeure conditions mentioned herein above, for a period of twenty (20) days or more, either Party may choose to terminate this Agreement with till the time Parties mutually decide in their best interests to terminate this Agreement in accordance with the provisions of this Agreement.

This Agreement shall be interpreted, construed, and enforced in all respects in accordance with the laws of the State of New York, without reference to its choice of law rules and not including the provisions.

Any claim, difference, dispute or controversy that arises in connection with the interpretation or implementation of this Agreement between the Parties shall be governed by and in accordance with the Section 21.2 (Dispute Resolution) of the Joint Venture Agreement.

The waiver by either Party of any breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach hereof. The failure of any Party to insist on strict performance of any covenant or obligation in accordance with this Agreement shall not be a waiver of such Party’s right to demand strict compliance in the future, nor shall the same be construed as a novation of this Agreement.

If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement shall remain in full force and effect. In particular, the provisions of Clause 10 (Indemnification), Clause 9 (Representation and Warranties) and Clause 12 (Confidentiality)shall survive the termination of this Agreement for any reason.

This Agreement including all schedules, appendices, annexures and exhibits shall form the final and complete expression of the understanding and agreement between the Parties regarding the subject matter hereof. This Agreement supersedes and the terms of this Agreement govern, all previous oral and written communications regarding the subject matter hereof, all of which are merged into this Agreement. No employee, agent, or other representative of either Party has any authority to bind such Party with respect to any statement, representation, warranty, or other expression unless the same is specifically authorized by such Party and set forth in this Agreement. No usage of trade or other regular practice or method of dealing between the Parties shall be used to modify, interpret, supplement or alter the terms of this Agreement. This Agreement may be amended, altered, changed, modified, supplemented or superseded only by a written agreement signed by both the Parties hereto.

This Agreement may be executed in any number of identical counterparts, notwithstanding that the Parties have not signed the same counterpart, with the same effect as if the Parties had signed the same document. All counterparts shall be construed as and constitute one and the same agreement. This Agreement may also be executed and delivered by facsimile and such execution and delivery shall have the same force and effect of an original document with original signatures.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and place set forth above in the presence of the following witnesses and in the presence of each other.

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