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

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

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).

“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).

“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).

“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).

“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.

“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.

“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:

(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)

“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.

“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 [*****].

In this Agreement:

ARTICLE 2
TERM

ARTICLE 3
COLLABORATION

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

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

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

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.

ARTICLE 5
PHS SHARE OPTION; RIGHT OF FIRST REFUSAL

ARTICLE 6
REPRESENTATIONS AND WARRANTIES OF THE HELIJET PARTIES

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

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

ARTICLE 7
REPRESENTATIONS AND WARRANTIES OF THE BLADE PARTIES

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

ARTICLE 8
COVENANTS OF THE PARTIES

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.

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:

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

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.

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.

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.

ARTICLE 9
NON-COMPETITION AND NON-SOLICITATION

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:

ARTICLE 10
INDEMNIFICATION

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.

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.

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).

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.

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.

ARTICLE 11
TERMINATION

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.

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:

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:

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.

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.

ARTICLE 12
DISPUTE 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:

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:

Notwithstanding the foregoing:

ARTICLE 13
Miscellaneous Provisions

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.

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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).

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.

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.

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.

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.]

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.

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.

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 20^th 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:

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

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.

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

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

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