Filed Pursuant to Rule 424(b)(3) 

Registration Statement No. 333-256640

PROSPECTUS SUPPLEMENT NO. 4

(to Prospectus dated January 28, 2022)

56,345,774 Shares of Class A Common Stock
5,000,000 Warrants to Purchase Class A Common Stock

This Prospectus Supplement No. 4 supplements the Prospectus dated January 28, 2022 (the “Prospectus”) of Blade Air Mobility, Inc., a Delaware corporation (“we” or the “Company”), that forms a part of the Registration Statement on Form S-1 (File No. 333-256640).

This Prospectus Supplement No. 4 is being filed to update and supplement information contained in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2022 (the “Current Report”) (other than with respect to Item 7.01 and Exhibit 99.1 thereof). Accordingly, we have attached the Current Report to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class A common stock is listed on the Nasdaq Stock Market (“Nasdaq”) under the symbol “BLDE”, and our warrants are listed on Nasdaq under the symbol “BLDEW”. On May 18, 2022, the last quoted sale price for the Class A common stock as reported on Nasdaq was $7.03 per share, and the last quoted sale price for our public warrants as reported on Nasdaq was $1.33 per public warrant.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our securities in “Risk Factors” beginning on page 11 of the Prospectus and in Section 1A. Risk Factors of our Annual Report on Form 10-K for the year ended September 30, 2021.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

May 19, 2022

Date of Report (date of earliest event reported)

BLADE AIR MOBILITY, INC.

(Exact name of registrant as specified in its charter)

499 East 34th Street

New York, NY 10016

(Address of principal executive offices and zip code)

(212) 967-1009

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 - Entry into a Material Definitive Agreement

On May 18, 2022, Blade Air Mobility, Inc. (“Blade” or the “Company”), through its wholly-owned subsidiary Blade Urban Air Mobility, Inc. (“Legacy Blade”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) by and among (i) Legacy Blade, (ii) EOLA, a société à responsabilité limitée organized under the Laws of Monaco (“EOLA”), SCP ABC, a Société Civile Particulière organized under the Laws of Monaco, SCP JKL, a Société Civile Particulière organized under the Laws of Monaco, SCP XYZ, a Société Civile Particulière organized under the Laws of Monaco, and Mr. John Elkann (each of the persons listed in this clause (ii), a “Seller” and collectively, the “Sellers”), and (iii) Mr. Marco Casiraghi, Mr. Pierre Casiraghi and Mr. Andrea Casiraghi (collectively, the “SCP Founders” and, together with Mr. John Elkann, collectively, the “EOLA Shareholders”). Pursuant to the Share Purchase Agreement, and upon the terms and subject to the conditions therein, Blade will acquire, through a wholly-owned French subsidiary, the commercial passenger transport activities of Monacair S.A.M., a Monegasque société anonyme (“Monacair”), Héli Sécurité, a French société par actions simplifiée (“Héli Sécurité”) and Azur Hélicoptère, a French société par action simplifiée (“Azur”) (the “Transactions”).

Subject to the terms and conditions of the Share Purchase Agreement, prior to closing, the Sellers intend to proceed with a legal spin-off (or any other legal mechanism achieving the same carve out of the commercial activities of the air carriers remaining in existence) whereby (i) Monacair will be dissolved and transfer (x) all of its distribution and commercial activities, assets and resources to a new Monegasque corporation in the form of a société à responsabilité limitée - Sàrl (“Monacair Activités Commerciales”) and (y) all of its operational activities, assets and resources to another new Monegasque corporation in the form of a S.A.M, (“Monacair Transporteur”) (the “Monacair Spin-Off”), (ii) Héli Sécurité will be dissolved and transfer (x) all of its distribution and commercial activities, assets and resources to a new French corporation in the form of a société par actions simplifiée (“Héli Sécurité Activités Commerciales”) and (y) all of its operational activities, assets and resources to another new French corporation in the form of a société par actions simplifiée, (“Héli Sécurité Transporteur”) (the “Héli Sécurité Spin-Off”) and (iii) Azur will be dissolved and transfer (x) all of its distribution and commercial activities, assets and resources to a new French corporation in the form of a société par actions simplifiée (“Azur Activités Commerciales” and, together with Monacair Activités Commerciales and Héli Sécurité Activités Commerciales, the “Target Companies”) and (y) all of its operational activities, assets and resources to another new French corporation in the form of a société par actions simplifiée, (“Azur Transporteur” and, together with Monacair Transporteur and Héli Sécurité Transporteur, the “Air Carriers”) (the “Azur Spin-Off”), to be carried out prior to closing by the Sellers with the assistance of their professional advisors (the “Pre-Closing Reorganization”). Following the Pre-Closing Reorganization, the Sellers will hold together, on a fully-diluted basis, 100% of the share capital and voting rights of (i) Monacair Activités Commerciales (the “Monacair Activités Commerciales Shares”), (ii) Héli Sécurité Activités Commerciales (the “Héli Sécurité Activités Commerciales Shares”) and (iii) Azur Activités Commerciales (the “Azur Activités Commerciales Shares” and, together with the Monacair Activités Commerciales Shares and the Héli Sécurité Activités Commerciales Shares, the “Shares”). In addition, prior to closing, Legacy Blade has agreed to set up a French société par actions simplifiée (“Blade Europe”) in order to manage the exclusive rights to be granted to Blade Europe and its affiliates to become the air charter broker and/or reseller of the transportation services to be operated and provided by the Air Carriers in specific territories pursuant to the terms and conditions of the aircraft operating agreement (“AOA”) that is intended to be entered into between Blade, Blade Europe, the Air Carriers and EOLA on or before the closing date.

Subject to the terms and conditions of the Share Purchase Agreement, upon the closing, all of the Shares will be sold to Blade Europe by the Sellers, and Blade Europe shall pay to the Sellers the purchase price of €47,800,000 (the “Initial Purchase Price”), which amount may be reduced in accordance with the terms of the Share Purchase Agreement if the Sellers do not provide certain incorporation documents of the Target Companies to Blade prior to July 1, 2022.

Under the terms of the Share Purchase Agreement, the completion of the Transactions is subject to certain closing conditions, including, among others: (i) aviation regulatory approvals related to, among other things, the transfer of air operating certificates and traffic rights in connection with the Transactions; (ii) non-aviation regulatory approvals related to, among other things, the transfer of contracts and permits in connection with the Transactions; (iii) the completion of the Monacair Spin-Off, the Héli Sécurité Spin-Off and the Azur Spin-Off in accordance with applicable laws; (iv) the French Direction Générale de l’Aviation Civile’s approval of the AOA between the Air Carriers and Blade Europe; (v) the Monegasque Direction Générale de l’Aviation Civile’s approval of the AOA between the Air Carriers and Blade Europe; (vi) entry into the AOA between Blade Europe and the Air Carriers; (vii) termination (and written confirmation of such termination) of the Air Carriers’ distribution platform agreements as specified by Blade; (viii) the valid transfer of a certain agreement granting rights to the Grimaud Heliport from Heli Securite to Heli Securite Transporteur; (ix) the valid transfer of Azur’s material contracts following the Sellers’ acquisition of Azur and the Azur Spin-Off; (x) the receipt by the Purchaser of (i) a written waiver of the non-compete restriction between Monacair and a certain global travel distribution service and (ii) an acknowledgement that Monacair Activités Commerciales is the exclusive broker/reseller of transportation by Monacair or Monacair Transporteur; (xi) the registration of both (i) Héli Sécurité Activités Commerciales and (ii) Azur Activités Commerciales with ATOUT France as travel operators (opérateurs de voyage); (xii) the registration of Monacair Activités Commerciales with the Monaco Direction du Tourisme et des Congrès – “DTC”; (xiii) the absence of a Material Adverse Change (as defined in the Share Purchase Agreement); (xiv) the obtaining of consents from all existing customers of the Air Carriers and valid and irrevocable transfer (from each Air Carrier to its respective commercial spin-off entity) of the customer lists in compliance with applicable laws; (xv) the Monaco Ministry of State’s approval of the sale of Monacair Activités Commerciales to Blade Europe; (xvi) the delivery of certain organization/financial documents evidencing completion of the Sellers’ internal restructuring by the Sellers to Blade; and (xvii) entry into a transition services agreement between the Air Carriers and Blade.

The Transactions have been unanimously approved by the board of directors of the Company and the applicable governing bodies of each of the Sellers.

The Share Purchase Agreement may be terminated under certain specified circumstances, including (i) by mutual written consent of Blade and the Sellers’ representative, (ii) at Blade’s sole discretion if the closing conditions are not fulfilled (or waived) by September 30, 2022 at noon (or such later date as may be agreed in writing by the Sellers and Blade prior to such date), and (iii) automatically upon December 31, 2022 in the event where the closing conditions are not fulfilled (or waived) and the parties have not agreed to extend such date.

The foregoing description of the Share Purchase Agreement does not purport to be complete and is subject to and qualified in its entirety by the text of the Share Purchase Agreement, which is attached as Exhibit 2.1 hereto and is incorporated by reference herein. The Share Purchase Agreement is being filed to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Sellers or the Company or any other parties to the Share Purchase Agreement. The representations, warranties and covenants of each party set forth in the Share Purchase Agreement were made only for purposes of the Share Purchase Agreement as of the specific dates set forth therein, were solely for the benefit of the parties to the Share Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Share Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The Company’s investors and security holders are not third-party beneficiaries under the Share Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Sellers, the Company, the parties to the Share Purchase Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Share Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Share Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that the Company files with the Securities Exchange Commission.

Item 7.01 – Regulation FD Disclosure

On May 19, 2022, the Company issued a press release announcing the Transactions. A copy of that press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1 hereto) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

*       Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any omitted schedules upon request by the SEC; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 2.1

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SHARE PURCHASE AGREEMENT

Between

BLADE URBAN AIR MOBILITY, INC.

as Purchaser

And

EOLA

SCP ABC

SCP JKL

SCP XYZ

Mr. John ELKANN

as Sellers

And

Mr. Marco CASIRAGHI

Mr. Pierre CASIRAGHI

Mr. Andrea CASIRAGHI

And

MONACAIR

HÉLI SÉCURITÉ

as Companies

Dated as of 18 May 2022

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TABLE OF CONTENTS

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SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (the “Agreement”) is made on 18 May 2022, by and between:

Blade hereinafter referred to as the “Purchaser”,

On the one hand,

And

On the second hand,

Each of the persons listed in (2) through (6) above being together hereinafter referred to as the “Sellers” or, separately, a “Seller”,

And

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On the THIRD hand,

The persons mentioned in (7) to (9) above being together hereinafter referred to as the “SCP Founders” and, together with Mr. John Elkann, being collectively referred to as the “EOLA Shareholders”, the EOLA Shareholders acting severally but not jointly (conjointement mais non solidairement) for the purpose of this Agreement.

The Sellers and the Purchaser being together hereinafter referred to as the “Parties” or, separately, a “Party”;

In the presence of :

Monacair and Héli Sécurité hereinafter referred to as the “Companies” or, separately, a “Company”.

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PREAMBLE

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AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

For purposes of this Agreement:

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The following terms have the meanings set forth in the Articles referenced below:

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The aggregate consideration to be paid by the Purchaser for the Acquisition of all of the Shares (the “Final Purchase Price”) shall be equal to:

less, in case the Sellers fail to provide to the Purchaser all the Target Companies Incorporation Documents before 1 July 2022,

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In case the Sellers fail to provide to the Purchaser all the Target Companies Incorporation Documents before 1 July 2022, the Final Generated Cash and the Final Purchase Price shall be determined in compliance with this Article 2.6.

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All such shall be considered final and binding between the Parties.

From the date of the Agreement until Closing (each included), each of and all the Sellers and the SCP Founders shall not (and shall cause each and every of their Affiliates, including, for the avoidance of doubt, the Companies, not to), directly or indirectly, have any discussion, negotiation, provide information, enter into any Contract or agreement with any person other than Blade (or any Affiliate of Blade) and their advisers, or take any action that would be reasonably likely to interfere, conflict with or otherwise cause all or part of the Overall Transaction (and the exclusive rights to be granted to Blade, or an Affiliate of Blade, contemplated therein) not to be completed as agreed pursuant to this Agreement, the AOA and the TSA.

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EOLA shall (and shall procure that each and every of their Affiliates) use its best efforts to ensure the full and proper completion of the Azur Acquisition as soon as possible and, in any event, in a timely fashion consistent, pursuant to all applicable Laws, with the contemplated Closing Date pursuant to Article 5.1.

Each Seller shall (and shall procure that each and every of their Affiliates) use their best efforts to ensure the full and proper completion of the Pre-Closing Reorganization (and any and all the transactions undertaken for that purpose and in that context) as soon as possible and, in any event, in a timely fashion consistent, pursuant to all applicable Laws, with the contemplated Closing Date pursuant to Article 5.1.

Each Seller shall (and shall procure that each and every of their Affiliates) comply with all of their applicable Tax obligations in respect of the Azur Acquisition and the Pre-Closing Reorganization (and any and all the transactions undertaken for that purpose and in that context) and, in particular, duly and timely proceed with all the formalities and fill all the Tax Returns required under the Applicable Tax Laws and pay any and all Taxes due to any Governmental Authority by it (and/or each and every of their Affiliates) or by any of Azur, the Companies or the Target Companies so that neither the Purchaser, nor any of its Affiliates, including in particular any of the Target Companies has any liability whatsoever in respect of any Tax due pursuant to the Azur Acquisition or to all or part of the Pre-Closing Reorganization.

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The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfilment, at or prior to Closing, of each of the following conditions, any of which can only be waived in writing by the Purchaser in its sole discretion (the “Conditions Precedent”):

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Each of EOLA, each Seller, Monacair and Héli Sécurité shall make their best efforts to prepare and make, at their own expenses, all notifications and filings with any relevant Governmental Authority and take all actions necessary, useful or required to satisfy each Condition Precedent as soon as practically possible (except for the ones set forth in Article 4.1.8 and Article 4.1.15 which will need to be satisfied at Closing), it being specified that none of EOLA, each of the Sellers, Monacair and Héli Sécurité shall be allowed to propose any modifications to the terms of the AOA.

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As soon as practically possible once every and each of the Conditions Precedent (except for the ones set forth in Article 4.1.8 and in Article 4.1.15 which will need to be satisfied at Closing) has been fulfilled, the Sellers’ Representative shall send a written notice to the Purchaser certifying that each and every of the Conditions Precedent is fulfilled along with, for each such Condition Precedent, the appropriate evidence for the satisfaction of each such Condition Precedent (the “Conditions Precedent Fulfillment Certificate”).

The sale and purchase of the Shares shall take place at a closing (the “Closing”) to be held in Monaco, at the offices of Monacair, Heliport de Monaco, Avenue des Ligures, 98000 Monaco at 10:00 a.m., Central European Time on the eleventh (11^th) Business Day following receipt by the Purchaser of (x) the Estimate Generated Cash and Initial Purchase Price Notice (only if the Sellers fail to provide to the Purchaser all the Target Companies Incorporation Documents before 1 July 2022) and (y) the Conditions Precedent Fulfillment Certificate, subject, in any event, to the satisfaction (or waiver in accordance with Article 4.1) of the Conditions Precedent (except for the ones set forth in Article 4.1.8 and in Article 4.1.15 which will need to be satisfied at Closing) occurring prior to the Long Stop Date or the Postponed Long Stop Date, as the case may be, or on such other date and place as the Sellers and the Purchaser may mutually agree in writing (including by e-mail). The day on which the Closing takes place is referred to as the “Closing Date”.

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If any of the Parties fails to comply with any of its obligations in Article 5.2 (the “Failing Party”), the other Party shall be entitled (in addition to and subject to all other rights or remedies available under this Agreement or otherwise – including the right to claim damages or seek specific performance), by written notice sent by the other Party to the Failing Party :

The Purchaser represents and warrants to the Sellers that the representations and warranties set forth in this Article 6 (the “Purchaser’s Representations and Warranties”) are true and accurate as at the date of this Agreement and shall be true and accurate as at the Closing, save to the extent any such representation and warranty is expressed to be made only on one of such dates.

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The Purchaser is not in Bankruptcy.

The Sellers severally but not jointly (conjointement mais non solidairement) represent and warrant to the Purchaser that they shall, and each Seller shall cause its Affiliates to (it being specified that EOLA shall cause Azur to, following the completion of the Azur Acquisition) cause and effect the representations and warranties set forth in this Article 7 (the “Sellers’ Representations and Warranties”) to be true and accurate as at the Closing Date, except for (i) the representations and warranties set forth in Article 7.1.1, which shall be true and accurate as of the date hereof and (ii) the representations and warranties set forth in Articles 7.1.2, 7.1.3 and 7.1.4, which shall be true and accurate as of the date hereof and as at the Closing Date.

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The Closing will have no adverse effect on the legal situation of any of the Target Companies or any of the Target Companies’ rights and obligations towards third parties and in particular will not:

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Except as set forth in Exhibit 7.7 hereto, none of the Target Companies has any off-balance sheet commitment.

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With respect to (i) the Companies for the period starting from the date hereof until the Pre-Closing Reorganization Date (each included), (ii) Azur for the period starting from the Azur Acquisition until the Pre-Closing Reorganization Date (each included) and (iii) the Target Companies as of completion of the Pre-Closing Reorganization:

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During the twelve (12) months ending on the Pre-Closing Reorganization Date, none of the Companies nor Azur has received notice from a substantial supplier (meaning a person whose dealings account for twenty-five per cent (25%) or more of the annual purchase of goods or services of any of the Companies or Azur) either (i) terminating its contractual relationship with any of the Companies or Azur or (ii) ceasing to use or supply any of the Companies or Azur in the future, regardless of whether they had a contractual relationship.

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Each Target Company has good and valid title to or a valid leasehold interest in all of its respective property and assets. Subject to Exhibit 7.14, none of the assets owned by any of the Target Companies is subject to any Third Party Rights (except Permitted Encumbrances) and all of these assets are free from any hire or hire purchase agreement, conditional sale or credit sale agreement, leasing or rental agreement or agreement for payment on deferred terms.

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The Purchaser acknowledges and agrees that the Sellers have not made any representations or warranties whatsoever regarding any projections or forecasts, express or implied, in connection with the Target Companies.

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For which the Sellers hereby agree to indemnify, save and hold harmless the Purchaser and/or the Target Companies and shall thus be liable on a Euro for Euro basis for the full amount of such Loss.

Each Seller shall (and shall procure that each and every of their Affiliates) comply with all of their applicable Tax obligations in respect of the Acquisition, the Azur Acquisition and the Pre-Closing Reorganization and, in particular, duly and timely proceed with all the formalities and fill all the Tax Returns required under the Applicable Tax Laws and pay any and all Taxes due to any Governmental Authority by it (and/or each and every of their Affiliates) so that neither the Purchaser, nor any of its Affiliates, including in particular any of the Target Companies has any liability whatsoever in respect of any Tax in the context of the Acquisition.

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Until the Closing Date and for so long as the AOA remains in force, each Party shall not, and each Party shall cause its Affiliates and its Representatives not to, use for its or their own benefit, or divulge or convey to any Third Party, any Confidential Information; provided, however, that any Party or its Affiliates may furnish such portion (and only such portion) of the Confidential Information (a) to any of its Affiliates, (b) in connection with such Party’s financial reporting processes in accordance with historical practice, (c) in connection with such Party’s and its Affiliates’ Tax returns and (d) as the Party or such Affiliate reasonably determines it is legally obligated to disclose if: (i) it receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or Order issued by a Governmental Authority; (ii) to the extent legally permissible and not inconsistent with such request, it notifies the other Party of the existence, terms and circumstances surrounding such request and consults with the other Party on the advisability of taking steps available under applicable Laws to resist or narrow such request; (iii) it exercises its commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information; and (iv) disclosure of such Confidential Information is required to prevent such other Party or such other Party’s relevant Affiliate from being held in contempt or becoming subject to any other penalty under applicable Laws. For purposes of this Agreement, “Confidential Information” consists of all information and data relating to the Overall Transaction (other than data or information that is or becomes available to the public other than as a result of a breach of this Article 9.3.1 or is obtained by the relevant Party after the Closing Date from a third party under no obligation of confidentiality to the other Party or its Affiliates (including the Companies and the Target Companies)).

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This Agreement may be terminated at any time prior to the Closing:

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In the event of termination of this Agreement as provided in Article 10.1, this Agreement shall forthwith become void and there shall be no liability on the part of either Party except (a) Article 4.2 (Non-Satisfaction of the Conditions Precedents) if applicable, Article 5.4 (Failure to complete Closing Deliveries) if applicable, Article 9.3 (Confidentiality – Public Announcements), Article 11.1 (Fees and Expenses), Article 11.4 (Notices), Article 11.7 (No Third-Party Beneficiaries), Article 11.13 (Governing Law), Article 11.15 (Dispute) and this Article 10 and (b) that nothing herein shall relieve either Party from liability for any breach of this Agreement or any agreement made as of the date hereof or subsequent thereto pursuant to this Agreement.

The Purchaser shall be solely responsible for all filing fees, registration duties or stamp levies payable under any Laws in connection with the transactions contemplated by this Agreement relating to the Acquisition. Except as set forth in the preceding sentence, or as otherwise provided herein or as agreed in writing by the Purchaser, no fees or expenses incurred by the Sellers (or any of their Affiliates) in connection with or related to this Agreement and the Acquisition Documents and the transactions contemplated hereby and thereby shall be paid by the Purchaser; all such fees and costs shall be paid by the Party incurring such fees or expenses (i.e., the Sellers or their relevant Affiliate(s)), whether or not such transactions are consummated.

In the event of termination of this Agreement, the obligation of each Party to pay its own expenses will be subject to any rights of such Party arising from a breach of this Agreement by the other.

This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each Party.

No failure or delay of either Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of either Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such Party.

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the Sellers’ Representative
Damien Mazaudier

Monacair
Heliport de Monaco
Avenue des Ligures
98000 Monaco
Attention: Damien Mazaudier
E-mail: d.mazaudier@monacair.mc

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

Stan Andreassen

and

Boris Martor

Bird & Bird
2 rue de la Chaussée d’Antin
75009 Paris, France
Attention: Stan Andreassen and Boris Martor
E-mail: stan.andreassen@twobirds.com ;

boris.martor@twobirds.com

Blade Urban Mobility, Inc.
499 E. 34th Street
New York, NY 10016
United-States
Attention: Melissa Tomkiel
E-mail: melissa@blade.com

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

Gibson Dunn & Crutcher LLP
16 avenue Matignon
75008 Paris, France
Attention: Ariel Harroch
E-mail: aharroch@gibsondunn.com

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Each of the Sellers irrevocably appoints Damien Mazaudier (the “Sellers’ Representative”) as its sole representative to exercise any of its rights, perform any action, take any decision, make and receive any notification or delivery made pursuant to the terms of this Agreement or in relation herewith, and authorizes the Sellers’ Representative to exercise all rights and fulfil all obligations of the Sellers under this Agreement on their behalf, notwithstanding the provisions of article 1161 of the French civil Code (Code civil). As a result, any such decision, notification or delivery shall be validly made only to the extent made by or given to Damien Mazaudier.

This Agreement (including the Exhibits), and the Acquisition Documents constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the Parties with respect to the subject matter hereof and thereof. Notwithstanding any oral agreement or course of conduct of the Parties or their Representatives to the contrary, no Party to this Agreement shall be under any legal obligation to enter into or complete the transactions contemplated hereby unless and until this Agreement shall have been executed and delivered by each of the Parties.

Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties, their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

The Parties agree that in case of breach or non-compliance by any of them of its obligations under this Agreement (subject to other remedies provided for in article 1217 of the French civil Code (Code civil) and to express contrary provisions of this Agreement), the other Party may seek the specific performance of the Agreement.

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Each Party declares to assume all the risks arising from an unpredictable change of circumstances (changement de circonstances imprévisible) as a result of which implementing of this Agreement would become excessively onerous for such Party, and waives any right to make any claim under article 1195 of the French civil Code (Code civil).

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

Each of the Parties acknowledge that each Party to this Agreement has been represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting Party has no application and is expressly waived.

This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, construed, interpreted and enforced in accordance with the Laws of France without giving effect to any choice of Law or conflict of Law provision or rule (whether of France or any other jurisdiction) that would cause the application of the law of any jurisdiction other than France.

Execution version

All disputes arising out of or in connection with this Agreement (including, without limitation, with respect to its signature, validity, performance, interpretation, termination and post-termination obligations hereof) shall be tackled as follows:

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:

Execution version

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[Signature page to Share Purchase Agreement EMA]

[Signature page to Share Purchase Agreement EMA]

List of Exhibits

AIRCRAFT OPERATOR AGREEMENT

[Note: this Agreement may be amended to reflect the legal mechanism implemented to carry out the Spin-Off]

This Aircraft Operator Agreement (the “Agreement”) is entered into on [●], 2022 by and between (i) [Blade France 1], a French société par actions simplifiée whose registered office is at [●], registered with the Trade and Companies Registry of [●] under number [●] (“Blade France 1”), [[Blade France 2], a French société par actions simplifiée whose registered office is at [●], registered with the Trade and Companies Registry of [●] under number [●] (“Blade France 2”)][Note to draft: deletion to be confirmed], (iii) [Blade Monaco] a Monaco société à responsabilité limitée whose registered office is at [●], registered with [●] under number [●] (“Blade Monaco” and together with Blade France the “Blade Parties”), (iv) [Héli Sécurité Transporteur], a French société par actions simplifiée located at [●], registered with the Trade and Companies Registry of [●] under number [●] (“[Héli Sécurité Transporteur]”) ), (v) [Monacair Transporteur], a société anonyme monégasque - S.A.M whose registered office is at [●], registered with [●] under number [●] (“[Monacair Transporteur]” and together with [Héli Sécurité Transporteur], the “Air Carriers”), (vi) [Azur Transporteur], a French société par actions simplifiée located at [●], registered with the Trade and Companies Registry of [●] under number [●] (“[Azur Transporteur]”) and (vii) EOLA, a Monegasque société à responsabilité limitée with registered seat located at 2, rue de la Lüjerneta, 98000 Monaco, Monaco, registered with [●] under number [●] (“EOLA”).

Each of Blade France 1, Blade France 2, Blade Monaco, [Héli Sécurité Transporteur], [Monacair Transporteur], [Azur Transporteur] and EOLA may be referred to individually as a “Party” and collectively, the “Parties”.

In the presence of:

(i) Blade Urban Air Mobility, Inc., a Delaware corporation whose registered office is at 499 E. 34th Street, New York, NY 10016, registered with [●] under number [●] (“Blade”), (ii) [Blade Europe], ], a French [●] whose registered office is at [●], registered with the Trade and Companies Registry of [●] under number [●] (“[Blade Europe]”) in particular for the purpose of accepting the Blade Call Option pursuant to Article 15.6, (iii) Mr. Marco Casiraghi, a [●] citizen born on in [●] and residing at [●] ([●]), (iv) Mr. Pierre Casiraghi, a [●] citizen born on in [●] and residing at [●] ([●]), (v) Mr. Andrea Casiraghi, a [●] citizen born on in [●] and residing at [●] ([●]) and (vi) Mr. John Elkann, a [●] citizen born on in [●] and residing at [●] ([●]).

PREAMBLE

In accordance with article 1112-1 of the French Civil Code (Code civil), none of the Parties have intentionally withheld or omitted to disclose to any other Party any information that would be material with respect to its decision to enter into this Agreement.

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:

Article 1

BINDING EFFECT

The obligations of the Parties outlined in this Agreement shall be binding upon the Parties on the date of execution of this Agreement (the “Effective Date”).

Article 2

DEFINITIONS

Capitalized terms not otherwise defined herein shall have the meaning set out in this Article 2.

“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.

“Affiliate” means with respect to any Person, another Person who, directly or indirectly, from time to time during the Term (a) Controls the first Person, (b) is Controlled by the first Person, or (c) is under common Control with the first person.

“Aircraft” means any aircraft operated by the Air Carriers in connection with the Blade Flights, including, without limitation, the Owned Aircraft and the Managed Aircraft, and any 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 Availability Guarantee” means the mutually agreed upon number and type of Aircraft necessary to service the Blade Flights, which will be further described in each Contract Period Key Terms Schedule.

“Air Carriers” means [Héli Sécurité Transporteur], [Azur Transporteur] and [Monacair Transporteur].

“Air Carriers’ Business” means the business operated by [Héli Sécurité Transporteur], [Azur Transporteur] and [Monacair Transporteur] which include the following activities: (i) the operation of the Regular Line (Scheduled Route) and other scheduled routes, (ii) on demand transportation services sold as whole-aircraft charter and marketed by the seat from and around Monaco, (iii) helicopter management and (iv) aircraft maintenance, it. being understood that activities covered under (iii) and (iv) are excluded from the scope of this Agreement except for the utilization of the Managed Aircraft as provided for below.

“Air Carriers Call Shares” means the aggregate of the (i) Azur Transporteur Call Shares, (ii) the Héli Sécurité Transporteur Call Shares and (iii) the Monacair Transporteur Call Shares.

“Air Carriers Carve-Out” means, in the event of the exercise of the Blade Call Option, the carve-out of all activities, assets, resources, personnel and liabilities of the Air Carriers consisting in (i) management of helicopters owned by third-parties and (ii) aircraft maintenance.

“Air Carriers’ Customer Lists” means the complete lists, including Personal Information, of all Existing Customers (from each of Héli Sécurité, Azur and Monacair), which were duly transferred to [Héli Sécurité Activités Commerciales], [Azur Activités Commerciales] and [Monacair Activités Commerciales] upon and as result of completion of the Spin-Off, such list included, to the fullest extent possessed or available to Héli Sécurité, Azur and Monacair, each such Person’s full name, email address, physical address, billing and delivery information, historical sales, and flight history

“Anti-Corruption Law” means the (a) the OECD Convention, (b) the FCPA, (c) the Bribery Act 2010, (d) any anti-corruption, Anti-Money Laundering Laws or anti-bribery Law or regulation applicable to any of the Parties or their Affiliates, their officers, employees, and representatives, including the French Law No. 2016-1691 if and when applicable; and (e) any other Applicable Law (including any (A) statute, ordinance, rule or regulation; (B) order of any court, tribunal or any other juridical body; and (C) rule, regulation, guideline or order of any public body, or any other administrative requirement) which (x) prohibits the conferring of any gift, payment or other benefit on any Person or any officer, employee, agent or adviser of such Person; and/or (y) broadly equivalent to the FCPA and/or the Bribery Act 2010 or was intended to enact the provisions of the OECD Convention or which has as its objective the prevention of corruption.

“Anti-Money Laundering Laws” means anti-money laundering-related laws, regulations, and codes of practice applicable to the Group and their operations from time to time, including without limitation (i) the EU Anti-Money Laundering Directives and any laws, decrees, administrative orders, circulars, or instructions implementing or interpreting the same, and (ii) the applicable financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transaction Reporting Act of 1970, as amended.

“Applicable Laws” means all applicable statutes and regulations (including Privacy Laws) and binding decisions of a court or tribunal or similar judicial body and, if applicable, the prevailing rules, regulations, determinations, guidelines or instructions of any governmental, regulatory authority to which the Blade Parties, Blade, Blade Europe, EOLA or the Air Carriers are subject (including applicable legislation of the European Union or Monaco, as the case may be), as amended from time to time.

[“Azur Activités Commerciales Call Shares” means the [•] shares representing 100% of the share capital and voting rights of Azur Activités Commerciales, on a fully-diluted basis, to be wholly-owned by Blade Europe.]

“Azur Transporteur Call Shares” means the shares representing 100% of the share capital and voting rights of Azur Transporteur, on a fully-diluted basis, to be wholly-owned by EOLA (subject to a 5%-shareholding interest that may be held by European Union citizens).

“Blade Call Period” means a seventeen-month period as from the written notice given by any of the Air Carriers to the Blade Parties of its intention not to renew the Agreement in accordance with Article 8.1(i).

“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 the sales and marketing and arranging of flights operated by licensed air carriers.

“Blade Flights” means the Exclusive Air Transportation Services operated by the Air Carriers pursuant to the Agreement, including Scheduled Flights and Charter Flights.

“Blade Heliport Lounges” means the Utilized Heliports’ lounges and terminals after the alteration, improvements and renovations to the Utilized Heliports, to the extent permitted by Applicable Laws and the Heliport Leases completed upon request or by any of the Blade Parties.

“Blade Parties Call Shares” means the aggregate of the (i) Azur Activités Commerciales Call Shares, (ii) the Heli Sécurité Activités Commerciales Call Shares and (iii) the Monacair Activités Commerciales Call Shares.

“Business Day” means any day except Saturday, Sunday, any statutory holiday in France and Monaco or any other day on which the principal-chartered banks in the City of Paris and in Monaco are closed for business.

“Competitive Business” means any Person (other than the Blade Entities, the Air Carriers, EOLA 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.

“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, lease, agreement, understanding, arrangement, contract, commitment or other instrument or obligation (whether oral or written) and any amendments thereto.

“Contract Period” means the period between January 1 and December 31 of each year during the Term, provided that the first Contract Period will commence upon the Effective Date and end on December 31, 2022.

“Contract Period Key Terms Schedule” means the schedule to this Agreement outlining the Contract Period Key Terms, attached hereto as Schedule A, which may be amended from time to time in writing signed by the Parties.

“Control” means, with respect to an entity, the holding, directly or indirectly (by transparency by multiplying the shareholding), of more (strictly) than 50% of the share capital and voting rights of such entity and which is sufficient, if exercised, to elect a majority of its board of directors; or, entitling the holder to exercise control and direction in fact over the activities of such entity; it being specified that in the case of EOLA, each of its shareholders shall be considered to be Controlling EOLA, and the words including the terms “Controlled by”, “Controlling” and “under common Control with” shall be construed accordingly.

“EBITDA” means earnings before any Interest, book taxes, depreciation and amortization. For purposes of this definition, “Interest” shall mean any interest expense whether paid or accrued and any interest income either received or accrued.

“Encumbrance” means any charge, claim, limitation, condition, equitable interest, mortgage, lien, option, pledge, security interest, condition sale or other title retention agreements, assessments, easement, encroachment, rights-of-way and other burdens, covenants, any right of first refusal or other preferential rights to purchase, any adverse claim or restriction of any kind, including any restriction on or transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“End of Term Negotiation Period” means the period that begins six (6) calendar months prior to the end of the Initial Term or a Renewal Term, as applicable, and ends three (3) calendar months prior to the end of such Initial Term or Renewal Term.

“EOLA Call Period” means a seventeen-month period as from the written notice given any of the Blade Parties to the Air Carriers (with a copy to EOLA) of its intention not to renew the Agreement in accordance with Article 8.1(i).

“Event of Force Majeure” means strictly any act of God, sabotage, war, invasion, insurrection, acts of terror, riot, fire, storm, flood, ice, earthquake, explosion, epidemic or pandemic, 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 (i) such conditions are not primarily a result of the affected party’s actions, omissions, negligence or willful misconduct, and (ii) were either unforeseeable, or unpreventable by the affected party.

“Excluded Services” means (i) aircraft maintenance, (ii) aircraft management (including non-revenue flights for aircraft management customers on their owned aircraft), (iii) safety consultancy services and (iv) any services provided to those Persons or for those purposes set out in a schedule to the Agreement or consented to in writing by Blade, provided that “Excluded Services” will not include any Blade Flights or any air transportation or related services provided, marketed, sold or offered (A) on the Key Routes or otherwise on a scheduled or by-the-seat basis or (B) on a whole-aircraft charter 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 regardless of (i) whether such air transportation was purchased or reserved (A) prior to or after the execution of the Agreement; (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, Air Carriers’ current, previous or future booking portal, website, mobile application or other booking methods), provided that the definition of “Exclusive Air Transportation Services” specifically excludes the Excluded Services. For the avoidance of doubt, the definition of “Exclusive Air Transportation Services” will evolve together with the traffic rights during the Term and includes as at the date hereof: [(i) the traffic rights granted pursuant to the bilateral agreement on air services entered into between Monaco and France on October 25, 2002 and an exclusive right of exploitation granted by (A) the State of Monaco to Monacair pursuant to the Monacair Service Agreement and (B) by the French DGAC to Héli Sécurité pursuant to the latest flight schedule program approved by the French DGAC by letter dated July 31, 2020 and until July 31, 2023 and (ii) any similar traffic rights.] [Note to draft: precision to be amended as the case may be to reflect potential changes in traffic rights until Closing of the acquisition and simultaneous execution of the AOA]

“Exclusive Territory” means the territories on which the Air Carriers and their Affiliates are validly granted traffic rights to operate Exclusive Air Transportation Services and include, as at the date hereof, the South of France, Monaco, the Swiss and Italian Alps and Northern Italy, insofar as the Air Carriers are validly granted traffic rights in these destinations.

“Existing Customers” means all Persons who used or purchased the Exclusive Air Transportation Services provided, marketed, sold or offered by Héli Sécurité or Monacair, or as the case may be, the Air Carriers or their Affiliates prior to the execution of this Agreement in any location.

“Existing Utilized Heliports” means (a) the (i) Grimaud heliport, (ii) Monaco-Fontvieille heliport, (iii) Saint-Tropez peninsula helipads and (iv) Cannes Quai du Large helistation directly or indirectly controlled by the Air Carriers or their Affiliates , (b) any other airport, heliport, vertiport or portion of any airport, heliport, or vertiport under the direct or indirect control of any Air Carrier or their Affiliates at any point during the Term, (c) the premises and infrastructure (including any passenger lounges and check-in locations) occupied by the Air Carriers or their Affiliates at the Nice Côte d’Azur Airport, and (d) the premises and infrastructures (including any passenger lounges and check-in locations) occupied by the Air Carriers or their Affiliates at the Cannes-Mandelieu Airport.

“Final Purchase Price” means the aggregate amount of the [Héli Sécurité Activités Commerciales Final Purchase Price], the [Azur Activités Commerciales Final Purchase Price] and the [Monacair Activités Commerciales Final Purchase Price] (as such terms are defined in the Share Purchase Agreement) effectively paid by Blade Europe to EOLA and some of its Affiliates in connection with the acquisition of 100% of the share capital and voting rights of (i) [Azur Activités Commerciales], (ii) [Héli Sécurité Activités Commerciales] and (iii) [Monacair Activités Commerciales] pursuant to the Share Purchase Agreement.

“Flown Hours” means for each of the Blade Flights that are completed as scheduled and agreed upon: (x) for Blade Flights between (i) Nice and Monaco, the corresponding Key Route Flight Time detailed in the Contract Period Key Terms Scheduled, attached hereto as Schedule A, and (ii) Key Routes other than between Nice and Monaco, the actual duration of time between the respective Aircraft’s takeoff and landing, not including any time such Aircraft is on the ground idling, which the Parties acknowledge shall be reasonably similar to the Key Route Flight Times detailed in the Contract Period Key Terms Scheduled, attached hereto as Schedule A, and (y) the Standard Flight Times, which, for the avoidance of doubt, shall be derived from the actual duration of time between the respective Aircraft’s takeoff and landing, and shall not include any time such Aircraft is on the ground idling. It shall include Blade Flights that are cancelled or modified after the Aircraft has departed, in which case the Flown Hours for such Blade Flight shall be calculated as the greater of: (A) the actual flight time for such Blade Flights based on the Hobbs Meter of such Aircraft or (B) the Key Route Flight Times (or, if applicable, the Standard Flight Times), as detailed in the Contract Period Key Terms Schedule and attached hereto as Scheduled A, for such Blade Flights.

“Governmental Entity” means any domestic, foreign or supranational court or other judicial authority or governmental, administrative or regulatory body, department, agency, commission, authority or instrumentality (including, without limitation, the French Direction Générale de l’Aviation Civile and the Monegasque Direction de l'Aviation Civile).

“Héli Sécurité” means the former French société par actions simplifiée whose registered office was at 195 avenue de l’héliport, 83310 Grimaud (France), registered with the Trade and Companies Registry of Fréjus under number 411 643 703, which was dissolved following the completion of the Spin-Off.

[“Héli Sécurité Activités Commerciales Call Shares” means the [•] shares representing 100% of the share capital and voting rights of Héli Sécurité Activités Commerciales, on a fully-diluted basis, to be wholly-owned by Blade Europe.]

“Héli Sécurité Transporteur Call Shares” means the shares representing 100% of the share capital and voting rights of Héli Sécurité Transporteur, on a fully-diluted basis, to be wholly-owned by EOLA (subject to a 5%-shareholding interest that may be held by European Union citizens).

“Heliport Leases” means any Contract (including any agreement relating to the occupation of public domain) entered into by any of Héli Sécurité, Azur or Monacair or their Affiliates which was transferred to [Héli Sécurité Transporteur], [Azur Transporteur] or [Monacair Transporteur], respectively, upon and as result of completion of the Spin-Off in relation to a Utilized Heliport, each as amended or renewed from time to time, as listed in Schedule [●].

“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 the Air Carriers and used or held for use by the Air Carriers in connection with, or otherwise necessary for, conducting the Air Carriers’ Business as currently conducted.

“Key Routes” means the route pairs set forth on any Contract Period Key Terms Schedule.

“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” means and includes 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.

“Managed Aircraft” means aircraft that are managed, maintained and/or operated by the Air Carriers or their Affiliates pursuant to Management Contracts during the Term.

“Management Contracts” means the Contracts and agreements between the applicable Air Carrier(s) and the respective owner(s) of each Managed Aircraft governing the use, maintenance, operation and possession of the Managed Aircraft by such Air Carrier(s).

“Material Breach” means any breach, by either one of the Air Carriers, EOLA or their Affiliates, pursuant to Articles 15.1(i), if capable of remedy, not remedied within thirty (30) days following the delivery of a written notice advising of such breach.

"Material Delay” means with respect to all Exclusive Air Transportation Services operated by any of the Air Carriers, an arrival greater than 15 minutes after the scheduled arrival time for any Blade Flight; provided, however, that in determining whether a flight has experienced a “Material Flight Delay,” delays attributable to factors outside the relevant Air Carriers’ direct control shall be excluded from this definition.

“Monacair” means the former Monegasque société anonyme with registered seat at avenue des Ligures, heliport de Monaco, 98000 Monaco, registered with the Monegasque Répertoire du Commerce et de l’Industrie under number RCI 87S02334, which was dissolved upon completion of the Spin-Off.

[“Monacair Activités Commerciales Call Shares” means the [•] shares representing 100% of the share capital and voting rights of Monacair Activités Commerciales, on a fully-diluted basis, to be wholly-owned by Blade Europe.]

“Monacair Transporteur Call Shares” means the shares representing 100% of the share capital and voting rights of Monacair Transporteur, on a fully-diluted basis, to be wholly-owned by EOLA (subject to a 5%-shareholding interest that may be held by Monaco citizens).

“Negotiation Period” means the period between 1 October and 30 November each calendar year.

“New Customers” means all Persons, including any Existing Customers, who use or purchase Exclusive Air Transportation Services operated by the Air Carriers or their Affiliates 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 Air Carriers, each such Person’s full name, email address, physical address, billing and delivery information, historical sales, and flight history.

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

“Owned Aircraft” means the aircraft that are owned and or leased by the Air Carriers or their Affiliates, the use and availability of which is controlled by the Air Carriers or their Affiliates during the Term.

“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, other than a Contract.

“Person” means any individual, partnership, corporation, limited liability company or partnership (general or limited), joint-venture, estate, unincorporated organization or association, trust (including the trustees thereof in their capacity as such) (in each case whether or not having a separate legal personality) or any other legal entity, or government, state or agency of a state.

“Personal Information” means any information defined as “personal data”, “personally identifiable information” or “personal information” or any functional equivalent of these terms relevant under Privacy Laws, including any information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked with any individual or household.

“Privacy Laws” means all Applicable Laws governing the collection, processing, protection, security, use or disclosure of Personal Information, including but not limited to, the General Data Protection Regulation (2016/679) (“GDPR”) and any implementing or equivalent national laws.

“Regular Line” means the Regular Line Monaco and the Regular Line France.

“Regular Line France” means the operation of scheduled air transportation services between Nice and Monaco, notably according to the bilateral agreement on air services entered into between Monaco and France on October 25, 2002 and an exclusive right of exploitation granted by the French Direction Générale de l’Aviation Civile (“French DGAC”) to Héli Sécurité pursuant to the latest flight schedule program approved by the French DGAC by letter dated July 31, 2020 and until July 31, 2023 which was transferred to [Héli Sécurité Transporteur] following the completion of the Spin-Off.

“Regular Line Monaco” means the operation of scheduled air transportation services between Monaco and Nice, notably according to the bilateral agreement on air services entered into between Monaco and France on October 25, 2002 and an exclusive right of exploitation granted by the State of Monaco pursuant to a services agreement dated August 5, 2015 executed between the State of Monaco and Monacair which was transferred to Monacair Transporteur following the completion of the Spin-Off.

“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.

“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.

“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.

“Standards” means the operating standards, practices and procedures described by the Blade Parties in Schedule B.

“Termination Date” means the date on which the Agreement terminates resulting from either (i) a Material Breach pursuant to Article 15.1 or (ii) pursuant to Article 15.3 (except in case the Agreement expires as a result of any Blade Party giving written notice to the other Parties of its intention not to renew this Agreement in accordance with Article 8.1).

“Utilized Heliports” means (a) the Existing Utilized Heliports, (b) any premises and infrastructure (including any passenger lounges and check-in locations) at other airports, heliports, vertiports which the Air Carriers or their Affiliates occupy and/or operate at any point during the Term pursuant to a lease agreement, operating permit, or any other agreement with the owner of such airport, heliport, or vertiport, and (c) any premises and infrastructure (including any passenger lounges and check-in locations) at other airports, heliports, vertiports which the Air Carriers or their Affiliates own at any point during the Term.

Article 3

DESCRIPTION OF SERVICES

During the Term, the Blade Parties shall be entitled to recognize and receive the revenues for the sale of any Exclusive Air Transportation Services (including, without limitation, Blade Flights) operated by the Air Carriers or their Affiliates in the Exclusive Territory, including, without limitation, any sales occurring before, on, or after the execution of this Agreement, provided that the provision of the Exclusive Air Transportation Services associated with each such sale occurs after the execution of the Agreement (the “Future Services”), regardless of whether the transportation was purchased through, or the sales revenue was collected by, the Air Carriers or the Blade Parties or any of their Affiliates. Any such revenues that are collected by or paid to the Air Carriers or their Affiliates shall be paid weekly to the Blade Parties, unless otherwise agreed between the Parties. All revenues owed to the Blade Parties resulting from the sale of Future Services shall be paid to Blade no later than two (2) weeks after the Effective Date, unless otherwise agreed between the Parties. The Blade Parties having requested the relevant Blade Flight will recognize and receive the revenue of such Blade Flight and will pay to the Air Carrier having operated such Blade Flight the amounts due for such Blade Flight as set forth in Article 4 and Article 8.4.

During the Term, the Air Carriers shall grant the exclusive right to the Blade Parties to secure sponsorships in connection with the Exclusive Air Transportation Services the Blade Flights, and the Utilized Heliports in accordance with Applicable Laws. Unless otherwise agreed to by the Parties, all revenues of any sponsorships associated with the Exclusive Air Transportation Services will be recognized by the Blade Parties.

The Air Carriers shall employ (and be the sole employer of) staff, including pilots, tarmac, operational and maintenance staff, in a manner sufficient to satisfy its obligations under the Agreement regarding the operation of Blade Flights and maintenance of the Aircraft. The Parties shall comply with all local employment laws and similar Applicable Laws, including pilot duty time limitations, social security in the performance of their respective obligations under this Agreement.