XO Elite Access Membership Agreement

This XO ELITE ACCESS™ MEMBERSHIP AGREEMENT (this “Membership Agreement”) is entered into by and between the person or entity executing this Membership Agreement below (“EA Member”) and XO Global LLC, a Delaware limited liability company (“XO”). This Membership Agreement is subject to the XO Elite Access Membership Terms and Conditions incorporated in full by this reference, as amended from time to time in accordance with this Membership Agreement (the "T&Cs" and collectively with the Membership Agreement, the “Program Terms”). The Program Terms set forth the terms and conditions of membership in the XO Elite Access Membership program (the “Membership Program”). Member and XO are sometimes referred to herein individually as a “Party” and collectively, as the “Parties”. A capitalized term used but not defined in the context of its use in the Program Terms shall have the meaning ascribed thereto in the “Membership Program Glossary” included in the T&Cs.

1. Membership Program.

1.1 Acceptance into the Membership Program is at the sole discretion of XO. If Member is not accepted into the Membership Program, XO will refund the Membership Fee and Initial Membership Account Deposit, if any was charged, and there shall be no further obligation owed by either Party to each other.

1.2 Member shall be the initial account administrator (“Account Administrator”) and may designate up to nine additional Membership Program participants (each a “Participant”) at no additional cost. By notice to XO in writing, Member may: (i) on each anniversary of the Commencement Date, reassign the Account Administrator and (ii) on one occasion during the Membership Term, remove and replace a Participant (“Re-designation”). Member may add additional Participants to the Membership Program subject to the sole discretion of XO and payment of a fee for each Participant added.

2. Membership Program Benefits; Features.

2.1 Services. In exchange for the Membership Fee and as part of the Membership Program, XO agrees to (a) arrange air charter transportation services described in Section 2.5 below (“Flight Services”) solely as EA Member’s authorized agent and manager of the Membership Program, and (b) provide EA Member access to ancillary services, such as concierge services and access to select XO sponsored or organized events and partner benefits (collectively with Flight Services, “Services”). EA Member understands and agrees that XO is a foreign air charter broker and does not own or operate any aircraft. All Flight Services arranged under the Membership Program are performed by licensed and registered air carriers who have full operational control over all aspects of the flight, including the number of passengers.

2.2 Air Carriers. All Flight Services are arranged on-demand according to customer-directed itineraries and flight requirements under the Program Terms. Flight Services shall be provided by Red Wing Aeroplane, LLC (“RWA”), Talon Air, LLC (“Talon Air”), VistaJet Ltd. (“VistaJet”) and XOJET Aviation LLC, (“XOJET Aviation” and the aircraft under its operational control, “XOJET Aviation Aircraft”), and other aircraft operators holding an air carrier certificate authorizing them to furnish air transportation services pursuant to Federal Aviation Regulations 14 C.F.R. Part 135, 121 or applicable foreign regulations (“Other Air Carriers” and together with XOJET Aviation, VistaJet, RWA, and Talon Air, “Air Carriers), on aircraft under their operational control (“Other Air Carrier Aircraft” and together with XOJET Aviation Aircraft, “EA Program Aircraft”). RWA, Talon Air, VistaJet and XOJET Aviation are affiliates of XO. Subject to EA Member’s obligation to make a Super-Mid Class Aircraft Designation, XO shall have the option of assigning an aircraft and an aircraft operator in its sole discretion to any request by an EA Member or its Designated Representative to schedule a Flight Service (“Flight Request”) as provided in Section A.3 of the T&Cs.

2.3 Shared Charter Flights. XO will offer EA Members access to reserve flights by purchasing less than whole capacity of the aircraft (“Shared Charter Flights”). Shared Charter Flights are XO Global LLC Public Charters as defined by 14 CFR 380 and are subject to XO’s Public Charter Operator-Participant Agreement that will be made available to EA Member prior to booking any such Shared Charter Flights.

2.4 Application Use. XO may provide access to its software, including the XO mobile application (“Application”), websites, electronic social/commerce, marketplaces, and integrated communication tools, which form part of the Services, and are designed to enhance the user-experience, communications, service optimization, functionality, and logistics of the Membership Program (collectively, the “Software”). EA Members and their Designated Representatives can access and utilize the Software only as stipulated and limited under the terms and conditions of this Membership Agreement and the Software Terms of Use (as amended from time to time) available at www.flyxo.com.

2.5 Flight Services. The Membership Program contemplates the provision of the following Flight Services:

2.5.1 EA Service Area Flights. Flight Services serving destinations in the 48 contiguous Unites States (the “EA Service Area”) in various “EA Service Classes” (“EA Service Area Flights”) as follows:

2.5.1.1 Light. This EA Service Class (“Light Service Class”) will be for Flight Services utilizing Light Class Aircraft operated by Other Air Carriers.

2.5.1.2 Mid. This EA Service Class (“Mid Service Class”) will be for Flight Services utilizing Mid-Class Aircraft operated by Other Air Carriers.

2.5.1.3 Super-Mid. This EA Service Class (“Super-Mid Service Class”) will be for Flight Services utilizing Super-Mid Aircraft operated by XOJET Aviation or by Other Air Carriers.

2.5.2 Extended EA Service Area Flights. “Extended EA Service Area Flights” means Flight Services that include Flight Segments that depart from a destination in the EA Service Area and arrive at a destination within the Extended EA Service Area or vice-versa. Extended EA Service Area Flights will be primarily fulfilled utilizing Super-Mid Class Aircraft. “Extended EA Service Area” means airports located within (i) 225 nautical miles of the borders of the 48 contiguous United States, or (iii) Canada, Mexico, the Bahamas and the Caribbean; provided that such airports meet the applicable Air Carrier’s operating standards and is capable of providing real time fuel, maintenance and ground handling services.

2.5.3 Non-Qualifying Flights. “Non-Qualifying Flights” means (i) Flight Services that include Flight Segments that depart or arrive at a destination outside of the EA Service Area or Extended EA Service Area; (ii) Flight Services where Flight Segments take place entirely outside of the EA Service Area; and (iii) Flight Services for which EA Member provides less than the Minimum Booking Notice..

2.6 Flight Service Pricing; Surcharges; Discounts.

2.6.1 EA Service Area Flights. EA Service Area Flights will be priced (and once fulfilled, billed) at the applicable hourly rate on an actual flight time basis (excluding taxi), plus any applicable EA Trip Surcharges (defined in Section 2.6.5 below), Applicable Taxes and Additional Expenses, and less any applicable EA Trip Discount (defined in Section 2.6.4 below). The hourly rates for the EA Service Classes (“EA Service Class Hourly Rates”) are as set forth in Appendix I.

2.6.2 Extended EA Service Area Flights. Extended EA Service Area Flights shall be priced on the basis of actual flight time (excluding taxi) and the Super-Mid Hourly Rate, plus any applicable EA Trip Surcharge, Applicable Taxes and Additional Expenses. Notwithstanding the foregoing, XO may in its sole discretion price an Extended EA Service Area Flight at a rate other than the Super-Mid Hourly Rate, e.g., Mid or Light Hourly Rate,, but shall have no obligation to do so if other than a Super-Mid Class Aircraft is assigned to fulfill the Extended EA Service Area Flight.

2.6.3 Non-Qualifying Flights. Non-Qualifying Flights shall be priced on the basis of actual flight time (excluding taxi) and dynamic market rates. Market rates are updated in real time and are not guaranteed until EA Member or its designated representative accepts the Flight Invoice and the Charter Terms for the Non-Qualifying Flight.

2.6.4 EA Trip Discounts. All EA Service Area Flights will be eligible for the following discounts (each, an “EA Trip Discount”):

2.6.4.1 On Non-Peak Travel Days, EA Service Area Flights that do not include a Flight Segment in excess of the Maximum Flight Segment in which (i) the wheels up departure time on the initial Flight Segment and the wheels down arrival time on the final Flight Segment contemplated in the EA Flight Itinerary occur within ten (10) hours and (ii) the departure location for the first Flight Segment and the arrival location of the final Flight Segment are the same shall be discounted by $750 per Flight Service Hour (the “EA Round Trip Discount”); provided, however, that the EA Round Trip Discount shall not apply if any Flight Segment comprising the eligible EA Service Area Flight is less than the applicable Minimum Flight Segment.

2.6.4.2 If the EA Service Area Flight eligible for an EA Trip Discount is not completed in a manner that satisfies the requirements for the applicable EA Trip Discount, the EA Trip Discount shall not apply and the EA Trip shall be billed based on the portion of the EA Flight Itinerary completed.

2.6.4.3 For purpose of clarity, Extended EA Service Area Flights and Non-Qualifying Flights are not eligible for any EA Trip Discounts.

2.6.5 EA Trip Surcharges. Surcharges (each an “EA Trip Surcharge”) in the amounts set forth in the EA Trip Surcharge Schedule attached hereto as Appendix I shall be added to the cost of a Flight Service as follows:

2.6.5.1 An “EA Peak Travel Day Surcharge” shall be assessed on any Flight Service taking place on a Peak Travel Day.

2.6.5.2 An “EA RZO Surcharge” will be assessed on any Flight Service that qualifies as an RZO Flight.

2.6.5.3 An “Extended EA Service Area Surcharge” will be assessed on each Flight Segment of any Extended EA Service Area Flight based on the applicable international location for departure or arrival location.

2.6.5.4 Fuel Surcharge. The Flight Service Hour rate includes up to 135 IATA Units (“Base Fuel Price”). Where on the last day of any given calendar month the most recent fuel price as published by the International Air Transportation Association (IATA) (“IATA Fuel Price”) exceeds the Base Fuel Price, a Fuel Surcharge will apply to all Flight Service Hours flown in the following calendar month. The Fuel Surcharge is equal to the difference between the IATA Fuel Price and the Base Fuel Price multiplied by USD 5.00 for Light Class Aircraft, by USD 6.00 for Mid Class Aircraft, and by USD 8.00 for Super-Mid Class Aircraft. The Fuel Surcharge shall be denominated in US Dollars ($). By way of example, if the IATA Fuel Price for a given calendar month is 155 IATA Units, a Fuel Surcharge of USD 160.00 will apply to each Flight Hour flown on Super-Mid Class Aircraft in the following calendar month (i.e., 20 IATA Units (155 – 135) multiplied by USD 8.00). The IATA Fuel Price is available on IATA’s website (www.iata.org) and are expressed in US cents / US gallons, which, for the ease of calculation, shall be treated as equivalent IATA Units so that 145 US cents / US gallons shall equal 145 IATA Units. Should IATA cease to provide jet fuel pricing data (temporarily or permanently), XO may use an alternative provider of jet fuel price data following notification in writing to Member.

2.7 Booking and Payment. The terms for the quoting, booking, provision, and payment of Services are set forth in the T&Cs.

3. Flight Service Rewards and Loyalty Credits; Other Program Benefits.

3.1 Flight Service Rewards and Loyalty Credits. EA Member shall receive a reward in the form of a loyalty credit equal to 1% of the quoted price for each completed Non-Qualifying Flight. (collectively, “Loyalty Credit”). Loyalty Credit is earned only on Flight Services and cannot be earned on ancillary services or other Services. Utilization of the Loyalty Credits shall be subject to the Credit Utilization Policy available on www.flyxo.com, as amended from time to time. Loyalty Credits shall expire upon termination of the Membership Term, cannot be earned or utilized by non-Members, are non-transferrable, may not be combined with any other credit currency, and may not be redeemed for any monetary value.

3.2 Catering Credit. EA Member shall receive a catering credit of up to $250 for each Flight Segment of a Flight Service (“Catering Credit”) for use exclusively on the Flight Segment by which such credit was earned. Catering Credit is non-transferrable, may not be redeemed for any monetary value, and may not be carried over to another Flight Segment.

3.3 Challenger 300 Requests. If EA Member desires to fly on a Challenger 300 for a Super-Mid Class Flight, such EA Member acknowledges and agrees to pay the applicable EA Service Class Hourly Rate for such EA Program Aircraft as set forth in Appendix I. Further, if EA Member originally designates a preference for a Citation X Super-Mid Aircraft in connection with its Flight Request for a Super-Mid Class Flight and later prefers to fly on a Challenger 300, EA Member shall have the right to request a Challenger 300 for such Flight Service by providing the Minimum Challenger 300 Request Notice (defined below) and agreeing to pay the EA Service Class Hourly Rate for a Challenger 300 set forth in Appendix I. If a Challenger 300 assigned by XO to fulfil a request pursuant to this Section 3.3 later becomes unavailable, XO shall use its best efforts to source a substitute Challenger 300 to provide the scheduled Super-Mid Class Flight, provided that if XO is not able to source a substitute Challenger 300, XO may substitute another EA Program Aircraft (i.e., Super-Mid Aircraft) and charge the Service Class Hourly Rate for Super-Mid Class Service on a Citation X. As used herein, “Minimum Challenger 300 Request Notice” means the following period of time prior to the departure time for the first Flight Segment for such Flight Service: (i) on a non-Peak Travel Day (y) seventy-two (72) hours for a Super-Mid Class Flight (other than Super-Mid Service Class Flight that qualifies as an Extended Service Area Flight or a RZO Flight) or (z) seventy-two (72) hours for a Super-Mid Class Flight that qualifies either as an Extended EA Service Area Flight or a RZO Flight, and (ii) one hundred twenty (120) hours for a Super-Mid Class Flight on a Peak Travel Day.

4. Membership Account and Fees.

4.1 Membership Account; Membership Account Deposits.

4.1.1 Upon execution of this Membership Agreement, XO shall establish an account in EA Member’s name (the “Membership Account”) and EA Member shall be required to remit a deposit equal to $100,000 (“Initial Membership Account Deposit”) prior to activation of EA Member’s membership. EA Member may make additional Membership Account deposits throughout the Membership Term; provided that any such additional Membership Account deposit in an amount less than $100,000 shall require the written consent of XO, which shall be provided in the sole discretion of XO.

4.1.2 The proceeds in the Membership Account shall be used to pay for Membership Fees due as described in Section 4.2.1, and Services provided or arranged by XO to, or on behalf of, EA Member, pursuant to the terms of this Membership Agreement. Every calendar month during the Membership Term, XO shall issue to EA Member a monthly statement showing EA Member’s Account Balance and details on all account activity for each preceding calendar month.

4.2 Membership Fee.

4.2.1 During each month of membership in the Membership Program, EA Member agrees to pay XO a monthly membership fee of $1,000.00 (the “Membership Fee”). XO shall deduct the Membership Fee on the first day of each calendar month throughout the Membership Term from EA Member’s Membership Account. For any partial month of membership upon enrollment in the Membership Program, the Monthly Membership Fee shall be pro-rated and deducted from the Initial Membership Account Deposit.

4.2.2 The Membership Fee is subject to adjustment from time to time by XO in its sole discretion. Any adjusted Membership Fee shall be binding on EA Member commencing on the first day of the next calendar month of the Membership Term that starts 30 days after XO has notified EA Member of the adjusted Membership Fee.

4.2.3 The Membership Fee is (i) a subscription fee for continued eligibility for, and access to, the benefits available under the Membership Program; (ii) not a payment for transportation or Services purchased under the Membership Program, (iii) non-refundable and non-transferable, even if EA Member fails to utilize the Membership Program or Services available thereunder and (iv) inclusive of all applicable taxes relative to membership in the Membership Program. The Membership Fee is not amortized over time and not based on Member's ability to purchase or use the Service.

5. Term.

5.1 Commencement Date and Term. EA Member’s membership in the Membership Program shall commence on the date EA Member acknowledges and accepts this Membership Agreement and pays the Initial Membership Account Deposit (the “Commencement Date”) and shall continue until it is terminated as provided in this Section 5 (such period, the “Membership Term”).

5.2 Termination. The Membership Term shall end and the Membership Agreement shall be terminated as follows:

5.2.1 Upon written notice of termination for any reason from one Party to the other Party, such termination to be effective on the later of (i) 30 days after the date of the termination notice, or (ii) the date and time of completion of the last Flight Segment for any Flight Service booked under the Membership Agreement prior to such notice of termination that is not otherwise cancelled as provided in Section 5.3.3 below.

5.2.2 Upon election by XO, if (i) the balance in EA Member’s Membership Account is less than the Minimum Account Balance and following written notice given by XO in the manner provided in this Membership Agreement to EA Member, EA Member fails to remit an Additional Membership Account Deposit equal to the then current Minimum Account Balance no later than five business days after XO has provided such written notice or (ii) the balance of EA Member’s Membership Account is zero or less for more than a 30 consecutive day period following notice thereof from XO to EA Member; or

5.2.3 Immediately by a Party upon written notice if the other Party is in breach of this Membership Agreement and such breach continues uncured for at least seven days after written notice of such breach is given by the non-breaching Party in accordance with this Membership Agreement or immediately by XO if EA Member breaches any EA Member Representations outlined in Section C.8 of T&Cs.

5.3 Effect of Termination. If this Membership Agreement is terminated pursuant to Section 5.2 above:

5.3.1 EA Member’s Available Account Balance shall be refunded to EA Member not more than 10 business days after the later of the effective date of such termination or the 10th business day following the date of completion of the last Flight Segment scheduled to be flown by EA Member if after the effective date of termination. Notwithstanding the foregoing, if EA Member informs XO that it desires to terminate the Membership Agreement prior to the end of the Initial Membership Period, EA Member shall be obligated to pay the Membership Fees for the remainder of the Initial Membership Period. XO shall have the right to deduct from the Available Account Balance any unpaid Membership Fees for the Initial Membership Period.

5.3.2 EA Member shall no longer be eligible to book Services under the Membership Program. Termination of EA Member’s Membership Agreement shall result in the termination of all Designated Representatives associated with EA Member’s Membership Account. Such termination shall not entitle any Designated Representative to a refund of any Membership Fees. XO shall have no liability for termination of a Designated Representatives account as a result of termination of EA Member’s Membership Agreement.

5.3.3 If an EA Trip is scheduled to occur after the effective date of termination (each, a “Post-Termination Flight”), this Membership Agreement shall remain in effect until the date of completion of the last Flight Segment for the Post-Termination Flight at which time the Membership Agreement is terminated; provided, however, that if the termination is effected pursuant to Section 5.2.2 or 5.2.3, XO shall have the right to cancel such Post-Termination Flight without obligation no later than twenty-four (24) hours prior to the departure time of the first Flight Segment for any such Post-Termination Flight.

5.3.4 If XO has provided EA Member with notice of its election to terminate this Membership Agreement either pursuant to Sections 5.2.2 or 5.2.3 above and unless and until the event giving rise to XO’s election to terminate is cured, XO shall have no obligation to (i) issue a Flight Quote; (ii) book Flight Services on behalf of EA Member or (iii) perform any booked Flight Services provided that XO cancelled same no later than twenty-four (24) hours prior to the departure time of the first Flight Segment for any such Flight Service.

5.4 Survival of Obligations. All obligations of EA Member or XO that accrue or are owed to XO or EA Member, respectively, at or prior to termination of this Membership Agreement, and any other obligations which by their terms survive termination of this Membership Agreement, shall so survive.

6. Agent Appointment; Charter Terms.

6.1 EA MEMBER APPOINTS AND AUTHORIZES XO TO ACT AS AGENT FOR EA MEMBER SOLELY TO ARRANGE AND PAY FOR FLIGHT SERVICES OPERATED BY ONE OR MORE LICENSED AIR CARRIERS AND OTHER SERVICES REQUESTED BY EA MEMBER OR ON EA MEMBER’S BEHALF. EA MEMBER HEREBY DESIGNATES, CONSTITUTES AND APPOINTS XO AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT FOR THE PURPOSES OF ENTERING INTO CHARTER CONTRACTS FOR PERFORMANCE OF THE SERVICES AS EA MEMBER’S AUTHORIZED AGENT.

6.2 Participation in the Membership Program and the availability and delivery of Services under the Membership Program are subject to the contract of carriage (“Charter Terms”), Terms of Use, Copyright Policy, and Public Charter-Participant Agreement (collectively, “Applicable Terms”) each of which are available at www.flyxo.com and incorporated in full herein by this reference.

6.3 In the event of a conflict between the Applicable Terms and this Membership Agreement, this Membership Agreement shall control.

6.4 By execution of this Membership Agreement and initialing below, EA Member acknowledges that EA Member has reviewed the Applicable Terms and agrees to be bound by and subject to the Applicable Terms as part of EA Member’s participation in the Membership Program.

7. Designated Representatives.

Membership Program Services and benefits are solely available to EA Member and cannot be lent, shared, transferred, leased or sold, directly or indirectly, to any third party, except as specified herein. Any breach of this section may result in EA Member losing access to Services and benefits and membership cancellation with no further obligation to EA Member or recourse by EA Member. EA Member may designate one or more designated representative(s) to represent and obligate EA Member in connection with the arrangement of and receipt of Services under the Membership Program by email or other means authorized by XO (“Designated Representative”). EA Member shall be responsible for all bookings made by their Designated Representatives.

8. Governing Law; Dispute Resolution.

8.1 Governing Law. The EA Program Terms shall be interpreted and governed by the laws of the State of Florida, without regard to its conflict of laws provisions.

8.2 Alternative Dispute Resolution. Any claim or dispute between the Parties and/or against any agent, employee, successor, or assign of the other Party, whether related to the EA Program Terms, any of the terms and conditions or the relationship or rights or obligations contemplated in this Membership Agreement or any other EA Program terms, including the validity of this clause, shall be resolved exclusively by binding arbitration by the American Arbitration Association in Broward County, Florida by a sole arbitrator the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect, which are deemed to be incorporated herein by reference. The existence and content of the arbitration proceedings and any rulings or award shall be kept confidential except: (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, or (ii) with the written consent of all parties. Notwithstanding anything to the contrary, either party may disclose matters relating to the arbitration or the arbitration proceedings where necessary for the preparation or presentation of a claim or defense in such arbitration.

ARBITRATION OR ANY OTHER PROCEEDING SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED OR RESOLVED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. THE ARBITRATOR'S AUTHORITY TO RESOLVE AND MAKE WRITTEN AWARDS IS LIMITED TO CLAIMS BETWEEN EA MEMBER AND XO ALONE. CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES. NO ARBITRATION AWARD OR DECISION WILL HAVE ANY PRECLUSIVE EFFECT AS TO ISSUES OR CLAIMS IN ANY DISPUTE WITH ANYONE WHO IS NOT A NAMED PARTY TO THE ARBITRATION. NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS AND CONDITIONS AND WITHOUT WAIVING EITHER PARTY'S RIGHT OF APPEAL, IF ANY PORTION OF THIS “CLASS ACTION WAIVER AND OTHER RESTRICTIONS” PROVISION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THE ARBITRATION PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT.

9. Indemnification; Limitation of Liability.

The Parties hereby agree to the indemnification, and limitation of liability provisions set forth in the Membership Program Indemnification and Liability Terms outlined in the T&Cs.

10. Miscellaneous.

10.1 Representations and Warranties. Each Party represents and warrants to the other that it is duly authorized by all necessary corporate, partnership, or other applicable action to execute, deliver, and perform under this Membership Agreement.

10.2 Successors and Assigns. This Membership Agreement shall not be assignable by either Party without prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, XO may assign this Membership Agreement without the consent of EA Member to an affiliate or to any entity acquiring a controlling interest in or substantially all of XO’s assets. This Membership Agreement and the other EA Program Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, and permitted assigns.

10.3 Notices. Any notice to be given under this Membership Agreement shall be sufficient if sent by electronic transmission, commercial courier with confirmed receipt, to the intended recipient at the address set forth in this Membership Agreement, or such other address as shall have been provided by notice by either Party to the other Party. Routine notices and requests for reservations may be given by e-mail.

10.4 Amendments. XO reserves the right to change, suspend, or terminate any of the Services or benefits available under the Membership Program at any time, including, without limitation, changes, suspension, or termination of any routes, types of aircraft used and/or operators that perform flights, and changes to (or imposition of new) fees or other charges for Services or benefits pursuant to the notice provisions outlined herein. XO may in its sole discretion amend any and all of the provisions of the Membership Agreement except those expressly requiring the consent of EA Member as stated in this Membership Agreement, such amendment to be effective on the later of (i) the thirtieth day following the date of the notice of such changes sent EA Member, unless otherwise provided herein or (ii) the date specified by XO. Such notification to EA Member may occur by posting on any EA Member portal established by XO and accessible through XO’s website or the Application. XO may in its sole discretion amend or modify the EA Program Terms from time to time. Such amendments and modifications to the EA Program Terms will be effective upon XO’s publication of the amended or modified Terms on its website or the Application. EA Member is responsible for regularly reviewing the EA Program Terms. EA Member’s continued use of the Services constitutes EA Member’s consent to be bound by the amended or modified Membership Agreement or EA Program Terms. Any amendment requested by EA Member shall require the written consent of an authorized agent of XO, which consent may be withheld in XO’s sole discretion.

10.5 Electronic Signatures. Each Party agrees that the use of any electronic sound, symbol or process attached to or logically associated with a record or document and executed and adopted by a Party or their Designated Representative with the intent to sign or acknowledge such record or document, including placing a checkmark or toggling a button in the Application or any other electronic medium or e-mail electronic signatures, are intended to authenticate this writing and to have the same force and effect as manual signatures. EA Member’s access or use of the Services available under the EA Program constitutes EA Member’s agreement to be bound by all terms and provisions of this Membership Agreement and the other EA Program Terms as amended or modified from time to time.

10.6 XO Global LLC is registered with the State of Florida as a Seller of Travel. Registration No. ST42114.

10.7 Rates and Adjustments. All rates and monetary amounts set out in the Membership Agreement may be adjusted by XO (1) on October 1, 2022 and thereafter on each subsequent twelve-month anniversary thereof or (2) on each anniversary of EA Member’s EA Membership Term falling after October 1, 2022, in XO’s sole discretion, by the greater of (a) 2.5%; and (b) the rate of increase of the most recently available monthly G20 Consumer Price Index as published by the OECD. The new monetary amount may be rounded up the nearest multiple of USD 5. Where applicable, any conversion of any rate or monetary amount into or from another currency shall be calculated on the basis of the exchange rate of the mid-market exchange rate as shown on www.xe.com on the date of any such conversion (or such substitute index as determined by XO).

11. Colorado Residents’ Rights

The following provision applies exclusively to legal residents of Colorado. Members who are legal residents of Colorado have a right to cancel this Membership Agreement subject to the terms and by following the procedure outlined in this Section.

THE PURCHASER MAY CANCEL THIS CONTRACT FOR ANY REASON AT ANY TIME PRIOR TO THE CLOSE OF BUSINESS ON THE NEXT BUSINESS DAY FOLLOWING THE DAY THE PURCHASER SIGNS THE MEMBERSHIP CONTRACT BY DELIVERING OR MAILING TO THE BUYERS' CLUB WRITTEN NOTICE OF CANCELLATION. NOTICE OF CANCELLATION, IF SENT BY MAIL, IS DEEMED TO BE GIVEN AS OF THE DATE THE MAILED NOTICE WAS POSTMARKED. If Member residing in Colorado chooses to exercise the cancellation right, Member agrees to pay XO for any and all services that Member utilized prior to cancellation of his or her Membership at the published non-member rates.

12. Connecticut Residents’ Rights

The following provision applies exclusively to legal residents of Connecticut. Members who are legal residents of Connecticut have a right to cancel this Membership Agreement subject to the terms and by following the procedure outlined in this Section. YOU, THE BUYER, MAY CANCEL THIS TRANSACTION AT ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION. SEE THE NOTICE OF CANCELLATION FORM FOR AN EXPLANATION OF THIS RIGHT BELOW.

Notice of Cancellation

Date of Transaction is stated on your membership invoice.

YOU MAY CANCEL THIS TRANSACTION, WITHOUT ANY PENALTY OR OBLIGATION, WITHIN THREE BUSINESS DAYS FROM THE ABOVE DATE. IF YOU CANCEL, ANY PAYMENTS MADE BY YOU UNDER THE CONTRACT WILL BE RETURNED WITHIN TEN BUSINESS DAYS FOLLOWING RECEIPT BY THE BUYING CLUB OF YOUR CANCELLATION NOTICE. TO CANCEL THIS TRANSACTION, MAIL OR DELIVER A SIGNED AND DATED COPY OF THIS CANCELLATION NOTICE OR ANY OTHER WRITTEN NOTICE TO XO Global LLC, ATTN: LEGAL DEPARTMENT AT 1901 W CYPRESS CREEK RD., SUITE 600, FORT LAUDERDALE, FLORIDA 33309, NOT LATER THAN MIDNIGHT OFTHIRD DAY FOLLOWING THE DATE OF TRANSACTION AS STATED ON YOUR MEMBERSHIP INVOICE.

I HEREBY CANCEL THIS TRANSACTION.

(Date)

(Buyer's Signature)

If Member residing in Connecticut chooses to exercise the cancellation right, Member agrees to pay XO for any and all services that Member utilized prior to cancellation of his or her membership at the published non-member rates.

13. Florida Residents’ Rights

The following provision applies exclusively to legal residents of Florida. Members who are legal residents of Florida have a right to cancel this Membership Agreement subject to the terms and by following the procedure outlined in this Section. YOU MAY CANCEL THIS CONTRACT WITHOUT ANY PENALTY OR OBLIGATION WITHIN 3 BUSINESS DAYS FROM THE DATE LISTED ON YOUR MEMBERSHIP INVOICE, AND RECEIVE A FULL REFUND OF ALL PAYMENTS MADE TO THE SELLER. YOU MAY ALSO CANCEL THIS CONTRACT IF UPON A DOCTOR’S ORDER YOU CANNOT PHYSICALLY RECEIVE THE SERVICES, OR YOU MAY CANCEL THE CONTRACT IF THE SERVICES CEASE TO BE OFFERED AS STATED IN THE CONTRACT. IF YOU CANCEL THE CONTRACT FOR EITHER OF THESE REASONS, THE SELLER, XO, MAY KEEP ONLY A PORTION OF THE CONTRACT PRICE EQUAL TO A PRO RATA PORTION OF THE TOTAL PRICE REPRESENTING THE PROPORTION OF SERVICES YOU USED OR COMPLETED, PLUS THE COST TO THE SELLER OF ANY RELATED GOODS WHICH YOU HAVE CONSUMED OR RETAINED.

To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice to XO Global LLC., Attn: Legal Department at 1901 W CYPRESS CREEK RD., SUITE 600, FORT LAUDERDALE, FLORIDA 33309 not later than midnight of third day following the date of transaction as stated on your Membership Invoice. If Member residing in Florida chooses to exercise the cancellation right, Member agrees to pay XO for any and all services that Member utilized prior to cancellation of his or her membership at the published non-member rates.

14. Massachusetts Residents’rights

Members who are legal residents of Massachusetts, you may cancel this agreement if it has been signed by a party thereto at a place other than an address of the seller, which may be his main office or branch thereof, provided you notify the seller in writing at his main office or branch by ordinary mail posted, by telegram sent or by delivery, not later than midnight of the third business day following the signing of this agreement. If Member residing in Massachusetts chooses to exercise the cancellation right, Member agrees to pay XO for any and all services that Member utilized prior to cancellation of his or her membership at the published non-member rates. In order to cancel the Membership Agreement, Member who are legal residents of Massachusetts must mail or deliver a signed and dated copy of this cancellation notice to XO Global LLC, Attn: Legal Department at 1901 W CYPRESS CREEK RD., SUITE 600, FORT LAUDERDALE, FLORIDA 33309 not later than midnight of third day following the date of transaction as stated on your Membership Invoice.

Notice of Cancellation

Date of transaction is stated on your membership invoice.

You may cancel this transaction, without any penalty or obligation, within three business days from the above date.

If you cancel, any property traded in, any payments made by you under the agreement, and any negotiable instrument executed by you will be returned within ten business days following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be cancelled.

If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this agreement; or you may if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller's expense and risk.

If you do make the goods available to the seller and the seller does not pick them up within twenty days of the date of your notice of cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract.

To cancel this transaction, mail or deliver a signed and dated copy of this cancellation notice or any other written notice, or send a telegram to XO at 1901 W CYPRESS CREEK RD., SUITE 600, FORT LAUDERDALE, FLORIDA 33309 not later than midnight of (date).

I HEREBY CANCEL THIS TRANSACTION.

(Date)

(Buyer's Signature)

15. Virginia Residents’ Rights

Members who are legal residents of Virginia have a right to cancel this Membership Agreement within seven days of the date stated on Member’s membership invoice. If Member residing in Virginia chooses to exercise the cancellation right, Member agrees to pay XO for any and all services that Member utilized prior to cancellation of his or her Membership at the published non-member rates.

BUYER'S NONWAIVABLE RIGHT TO CANCEL:

YOU MAY CANCEL THIS TRANSACTION, WITHOUT ANY PENALTY OR OBLIGATION, WITHIN SEVEN CALENDAR DAYS FROM YOUR EXECUTION OF THIS CONTRACT UNLESS YOU HAVE ALREADY USED THE TRAVEL SERVICES PROVIDED IN CONNECTION WITH THIS TRAVEL SERVICES AGREEMENT. IF YOU HAVE ALREADY USED THE TRAVEL SERVICES PROVIDED IN CONNECTION WITH THIS TRAVEL SERVICES AGREEMENT, YOU MAY STILL CANCEL THIS TRANSACTION WITHIN SEVEN CALENDAR DAYS FROM YOUR EXECUTION HEREOF, BUT YOU ARE NOT ENTITLED TO A REFUND OF ANY PRIOR PAYMENTS MADE FOR THE SPECIFIC TRAVEL SERVICES UTILIZED.

TO CANCEL THIS TRANSACTION, MAIL OR DELIVER A SIGNED AND DATED COPY OF THIS CANCELLATION NOTICE OR ANY OTHER WRITTEN NOTICE OR SEND A TELEGRAM TO: XO Global LLC, Attn Legal Department at 1901 W CYPRESS CREEK RD., SUITE 600, FORT LAUDERDALE, FLORIDA 33309 NOT LATER THAN MIDNIGHT OF THE SEVENTH CALENDAR DAY AFTER EXECUTION OF THE CONTRACT.

I HEREBY CANCEL THIS TRANSACTION.

(Date)

(Buyer’s Signature)

XO Elite Access Membership Terms and Conditions

Part A: Flight Service Terms and Conditions

A.1. SCHEDULING.

A.1.1 Flight Request. EA Member or EA Member’s Designated Representative shall submit a Flight Request to XO via an aviation advisor, Application, website, email or phone (each of which as used in the context of this Membership Agreement is herein referred to as a “Flight Communication Platform”) on a form specified by XO. Such Flight Request shall contain such information, including departure date, time and location, arrival destination, number of passengers and preferred EA Service Class (and in the case of a Flight Request for a Super-Mid Class Flight EA Member’s Super-Mid Class Aircraft Designation) as is necessary or required to facilitate XO’s timely issuance of a Flight Quote inclusive of Flight Itinerary (each as described in A.1.2 below) in response to the Flight Request.

A.1.2 Flight Quote. No later than 48 hours after receipt of the Flight Request, XO shall provide a written quote (“Flight Quote”) setting forth (i) the itinerary (sometimes referred to herein as the “Flight Itinerary”) for the requested Flight Services, (ii) the Flight Cost and (iii) the estimated Flight Expenses A Flight Quote shall not constitute a firm commitment by any Party and XO shall not procure any Flight Services until and unless EA Member or their Designated Representative confirms their acceptance of the Flight Quote via a Flight Communication Platform as provided in Section A.1.3.2 below.

A.1.3 Flight Invoice.

A.1.3.1 Upon receipt of EA Member’s notification via any Flight Communication Platform that EA Member intends to reserve the Flight Service detailed in the Flight Itinerary at the price set forth in the Flight Quote, XO shall provide EA Member or their Designated Representative with the invoice for the Flight Itinerary (the “Flight Invoice”), listing the Flight Cost and the estimated Flight Expenses and a copy of the Charter Terms.

A.1.3.2 EA Member or their Designated Representative may accept the Flight Invoice and the Charter Terms by (i) email reasonably evidencing acceptance of the Flight Invoice or (ii) an Electronic Signature of the Flight Invoice. For clarity purposes, Electronic Signature of the Flight Invoice for Flight Services displayed in the Application as guaranteed constitutes acceptance of Flight Invoice and Charter Terms for such Flight Service.

A.1.3.3 Upon EA Member’s acceptance of the Flight Invoice as outlined in Section A.1.3.2, the Flight Service shall be considered reserved (the “Booked Flight”). If EA Member’s Account Balance is less than the Minimum Account Balance and EA Member fails to provide an alternative payment method for the Flight Service, XO shall have no obligation to provide the Flight Invoice or if a Flight Invoice has been issued, fulfil the Booked Flight.

A.1.4 Charter Terms and Passenger Regulations. Each Booked Flight is subject to the Charter Terms and the XO Passenger Regulations available at www.flyxo.com comprising a part thereof by reference in the Charter Terms. XO reserves the right to modify the XO Passenger Regulations from time to time during the Membership Term without notice to Member. Any such modified Passenger Regulations are hereby incorporated into the Charter Terms and made a part thereof and shall be binding on EA Member after they have been posted by XO at www.flyxo.com.

A.2 Flight Service Availability; EA Minimum Notice; Aircraft Assignment.

A.2.1 Flight Services Availability. EA Service Area Flights and Extended EA Service Area Flights shall be made available to EA Member as provided below whenever EA Member provides the applicable minimum booking notice (the “Minimum Booking Notice”):

A.2.1.1 EA Service Area Flights. EA Member will enjoy (i) guaranteed access to EA Program Aircraft for EA Service Area Flights (other than RZO Flights) whenever EA Member accepts a Flight Invoice and satisfies the conditions set forth in the Charter Terms:

A.2.1.1.1 On Non-Peak Travel Days. At least seventy-two (72) hours prior to the desired departure time of the first Flight Segment.

A.2.1.1.2 On Peak Travel Days. At least one hundred twenty (120) hours prior to the desired departure time of the first Flight Segment.

A.2.1.2 Extended EA Service Area Flights.

A.2.1.2.1 Super-Mid Class Flights. Member will enjoy guaranteed access to EA Program Aircraft for Extended EA Service Area Flights in the Super Mid Service Class whenever Member accepts a Flight Invoice and satisfies the conditions set forth in the Charter Terms:

A.2.1.2.1.1 On Non-Peak Travel Days. At least seventy-two (72) hours prior to the desired departure time of the first Flight Segment.

A.2.1.2.1.2 On Peak Travel Days. At least one hundred twenty (120) hours prior to the desired departure time of the first Flight Segment.

A.2.1.2.2. Light Service and Mid-Service Class Flights. Extended EA Service Area Flights in the Light Service Class or Mid Service Class will be fulfilled on an “as available” basis. For the avoidance of doubt, XO shall have no obligation to provide a Flight Quote or arrange a Flight Itinerary for any Flight Request (i) in any EA Service Class other than a Super-Mid Service Class or (ii) received from an EA Member less than seventy-two (72) hours prior to the desired departure time of the first Flight Segment.

A.2.1.3 Failure to Provide the Minimum Booking Notice. If EA Member fails to provide the Minimum Booking Notice set forth in Section A.2.1.1 or A.2.1.2, Member’s Flight Request will be fulfilled on an “as available” basis at dynamic market rates and XO shall have no liability if an EA Program Aircraft is unavailable.

A.2.1.4 Peak Days. “Peak Days” are set forth in the table available at https://flyxo.com/legal/memberships/elite-access-peak-travel-days-2022 XO may designate additional Peak Days at any time in its sole discretion by publishing any such additional Peak Days on https://flyxo.com/legal/memberships/elite-access-peak-travel-days-2022 Such designation shall be effective as of the date of publication. For the avoidance of doubt, “Off-Peak Day” shall mean any day not designated as a Peak Day.

A.2.2 Non-Qualifying Flights. A Flight Request for a Non-Qualifying Flight will be fulfilled on an as available basis at dynamic market rates, provided that XO shall have no obligation to issue a Flight Itinerary or a Flight Quote for a Flight Request submitted less than seventy-two (72) hours prior to the desired departure time of the first Flight Segment. For the avoidance of doubt, EA Hourly Rates shall not apply to any Flight Request for which EA Member fails to provide the Minimum Booking Notice.

A.3 AIRCRAFT AND AIR CARRIER ASSIGNMENT AND SUBSTITUTION.

A.3.1 Subject to EA Member’s obligation to make a Super-Mid Aircraft Designation in connection with a requested Super-Mid Class Flight, XO shall have the option of assigning either an XOJET Aviation Aircraft or an Other Air Carrier Aircraft in its sole discretion to fulfill a Flight Request. Notwithstanding the foregoing, XOJET Aviation Aircraft will only be available for Flight Services in the EA Service Area and Extended EA Service Area.

A.3.2 If an EA Member does not desire to fly on an Other Air Carrier Aircraft assigned to fulfill a Flight Request, EA Member may request that an XOJET Aviation Aircraft be assigned to fulfill the Flight Request, provided that in such event, XO shall only be obligated to fulfill the Flight Request with an XOJET Aviation Aircraft on an “as-available” basis and shall have no liability if an XOJET Aviation Aircraft is unavailable.

A.3.3 If XO assigns an XOJET Aviation Aircraft to fulfill a Booked Flight and the XOJET Aviation Aircraft becomes unavailable, XO shall have the right to substitute either an XOJET Aviation Aircraft or Other Air Carrier Aircraft (of an equivalent or larger gauge) to provide the Flight Service (“Substitution”). If an Other Air Carrier Aircraft is assigned by XO, EA Member shall have the right to reject the Substitution. If EA Member rejects the Substitution or fails to respond to the notice of Substitution within twenty-four (24) hours of its receipt, the Substitution is deemed rejected and the Booked Flight shall be deemed cancelled. If the Booked Flight is deemed cancelled, XO shall only be obligated to fulfill such Flight Services with an XOJET Aviation Aircraft on an “as-available” basis and shall have no liability if an XOJET Aviation Aircraft is unavailable.

A.3.4 EA Member or its Designated Representative may consent to a Substitution by email, phone or other means of communication. For purpose of clarity, accepting the Flight Services from the Other Air Carrier constitutes consent to the use of the Other Air Carrier to provide the Flight Services.

A.3.5 Recovery Service. In the event a Booked Flight scheduled to depart on an Off-Peak Travel Day within the continental U.S. Canada, Mexico, and the Caribbean is cancelled due to a Force Majeure event related to an EA Program Aircraft, XO shall arrange alternative service for EA Member on a EA Program Aircraft at no additional cost to EA Member (“Recovery Service”). XO reserves the right to provide the Recovery Service on an EA Program Aircraft that is lower in class than the EA Program Aircraft originally assigned to perform the Booked Flight. Recovery Service may depart from any airport within a 100-mile radius of the origin airport of each Flight Segment of the Booked Flight. XO does not guarantee the time frame in which the Recovery Service will be provided. In the event EA Member does not approve a Trip Itinerary for the Recovery Service within twenty four hours of its receipt, both Parties will be released from their obligations related to the cancelled Booked Flight, including without limitation provision of the Recovery Service.

A.4 FLEX DEPARTURE WINDOW; MINIMUM FLIGHT SEGMENT; MULTIPLE AIRCRAFT.

A.4.1 Flex Departure Window. Where any requested Flight Segment utilizing EA Program Aircraft is scheduled to depart on a Flex Departure Day, EA Member agrees to accept a +/- 3 hour flexible departure time exercisable in XO’s sole discretion (a “Flex Departure Window Option”). For purpose of clarity, Flex Departure Window Options shall not apply to EA Flight Services departing on non-Flex Departure Days.

A.4.2 Maximum Flight Segment. Except in the case of a Challenger 300, if a Super-Mid Class Flight Segment performed on Super-Mid Class Aircraft within the EA Service Area has a duration in excess of the 3.5 Flight Service Hours (“Maximum Flight Segment Hours”) the number of Flight Service Hours used for determining the Flight Cost for the applicable Super-Mid Class Flight Segment shall be capped at the Maximum Flight Segment Hours (the “Maximum Flight Segment Adjustment”). Notwithstanding such cap on the Flight Service Hours all applicable EA Trip Surcharges shall apply.

A.4.3 Minimum Flight Segment.

A.4.3.1 Each Flight Segment for an EA Flight Service must have a duration equal to or greater than applicable Minimum Flight Segment as defined in the Glossary. If any Flight Segment is less than the applicable Minimum Flight Segment (a “Deficient Flight Segment”), the number of Flight Service Hours for purposes of determining the Flight Cost shall be equal to the applicable Minimum Flight Segment and billed accordingly (the “Minimum Flight Segment Charge”).

A.4.3.2 Notwithstanding the provisions of Section A.4.3.1 above, if the Flight Itinerary for a Flight Service involving a Deficient Flight Segment is a Qualifying Multi-Flight Segment Itinerary as defined in the Glossary, the EA Minimum Flight Segment Charge shall be waived for any Deficient Flight Segment within the Qualifying Multi-Flight Segment Itinerary.

A.4.4 Multiple Aircraft.

A.4.4.1 EA Member is only guaranteed the use of one (1) EA Program Aircraft under the Membership Program per calendar day and within one (1) crew-duty day .

A.4.4.2 EA Member may request the use of an additional EA Program Aircraft under the Membership Program per calendar day; provided, however, that the use of the additional EA Program Aircraft shall be provided only on an “as-available” basis and at dynamic market rates as determined by XO in its sole discretion.

A.5 FLIGHT COST AND EXPENSES; ACCOUNTING.

A.5.1 Membership Account Balance. The Membership Account Balance shall be (i) increased by Membership Account Deposits made by EA Member during the EA Membership Term and (ii) decreased by amounts charged by XO from time to time (i) for Services and (ii) Membership Fees due in accordance with the Program Terms.

A.5.2 EA Membership Account Accounting.

A.5.2.1 Flight Costs and Flight Expenses. XO shall deduct the full amount of the Flight Invoice, any Flight Expenses and any EA Trip Surcharges from EA Member’s Membership Account Balance at the time of booking; provided, however, that any Flight Expenses or EA Trip Surcharges not known at the time of such booking shall be deducted when such amount is known. If EA Member’s Membership Account Balance is insufficient to cover the total Flight Cost reflected in the Flight Invoice, EA Member must remit a Membership Account Deposit in an amount no less than the outstanding Flight Cost within twenty-four hours of the time of booking. XO reserves the right to re-charge EA Member for any and all costs incurred by XO in engaging lawyers, collection agencies or other parties to collect overdue Flight Costs and Expenses.

A.5.2.1.1 The Flight Cost set forth in the Flight Quote is calculated based on the actual Flight Service Hours for the requested Flight, as adjusted for any Minimum Flight Segment Charge or Maximum Flight Segment Adjustment, plus applicable Flight Expenses.

A.5.2.1.2 The Flight Expenses set forth in the Flight Quote shall represent an estimate of (i) the cost of the Applicable Taxes and (ii) the Incidental Expenses (including reasonable detail of any anticipated charges) for the applicable Flight Services. The final amount of a Flight Expense incurred in connection with a Flight Service may differ from the dollar amount indicated on the Flight Quote or Flight Invoice for such Flight. EA Member shall be responsible for the actual cost of an Incidental Expense or Applicable Tax; accordingly, any such Flight Expenses not known at the completion of the Flight Service shall be deducted when the amount is known.

A.5.2 Form of Payment. All monies due from or remitted by EA Member hereunder shall be paid by EA Member in U.S. Dollars and in immediately available funds to XO in the form and manner as XO in its sole discretion may reasonably instruct EA Member.

A.5.3 Disputes. EA Member must notify XO of a disputed charge within 60 days after the date of the invoice or statement on which such charge(s) first appeared. After 60 days, the charges are considered valid.

Part B: Membership Program Indemnification and Liability Terms

B.1 Indemnification. EA Member agrees to indemnify and hold XO and its affiliates and their officers, directors, managers, employees, and agents (“Indemnified Party”), harmless from and against any and all claims, damage, demands, losses, liabilities, injury or expense (including attorneys’ fees), that the Indemnified Party incurs arising out of or in connection with EA Member’s gross negligence, willful misconduct, violation of the rights of any third party (including other EA Members) or third party goods or services providers; provided, however, that EA Member shall not be liable for the indemnification of any losses, costs, damages, injuries, or expenses arising out of the Indemnified Party’s gross negligence, willful misconduct, or breach of the EA Program Terms.

B.2 Flight Service Interruption; Limitation of Liability.

B.2.1 XO shall have no liability for delays, flight cancellations, or interruptions or the failure to furnish the EA Program Aircraft and pilots pursuant to the EA Program Terms when such event is a result of (i) a Force Majeure event or (ii) a Pilot-in-Command Decision.

B.2.2 If a Booked Flight is not completed for any reason (other than an EA Member delay or cancellation), including a mechanical issue with respect to the EA Program Aircraft, EA Member will only be responsible for payment of all costs incurred for the completed portion of the Booked Flight.

B.2.3 If EA Member elects to book a Super-Mid Class Aircraft (or larger) for a Flight Itinerary that includes airports with operational restrictions (seasonal or otherwise), certain conditions (whether known at the time of scheduling or subsequently becoming known) may prevent that Super-Mid Class Aircraft (or larger) from being assigned to the Booked Flight. In such event, XO shall (i) have the right, to change the EA Program Aircraft for such Booked Flight and (ii) inform EA Member through the delivery of a modified Flight Itinerary. Upon receipt of the modified Flight Itinerary, EA Member shall have the right to accept such modifications or cancel the Booked Flight without penalty. If EA Member elects to accept the modified Flight Itinerary, the modified Flight Itinerary shall be substituted for the original Flight Itinerary, any additional costs associated with the provisions of the Flight Services contemplated by the modified Flight Itinerary shall be the responsibility of EA Member.

B.3 XO, XOJET Aviation and Other Air Carrier Limitations.

B.3.1 EA MEMBER AGREES TO ACCEPT THE PROCEEDS OF THE INSURANCE POLICIES MAINTAINED BY XO, XOJET AVIATION OR THE OTHER AIR CARRIER, AS THE CASE MAY BE, PURSUANT TO THE PROVISIONS OF THE EA PROGRAM TERMS AS EA MEMBER’S SOLE RECOURSE AGAINST XO, XOJET AVIATION OR ANY OTHER AIR CARRIER, AS THE CASE MAY BE, FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, INJURY, DEATH OR PROPERTY DAMAGE) TO EA MEMBER OR ANY ADDITIONAL INSUREDS; PROVIDED HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY IN THE EVENT OF XO’S, XOJET AVIATION’S OR THE OTHER AIR CARRIER’S PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND PROVIDED FURTHER THAT ONE PARTY SHALL NOT BE LIMITED IN ITS RECOURSE AGAINST THE OTHER PARTY TO THE EXTENT INSURANCE PROCEEDS ARE WITHHELD OR REDUCED DUE TO THE ACTIONS OR INACTIONS OF SUCH OTHER PARTY.

B.3.2 IN ALL CASES AND UNDER ALL CIRCUMSTANCES AND NOTWITHSTANDING THE EXCEPTIONS SET FORTH IN SECTION B.3.1, NONE OF XO, XOJET AVIATION OR ANY OTHER AIR CARRIER SHALL IN ANY EVENT BE LIABLE TO EA MEMBER OR ANY OF EA MEMBER’S INVITEES OR GUESTS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, MANAGERS, AGENTS AND EMPLOYEES, FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE INCLUDING, WITHOUT LIMITATION, LOSS OF USE, VALUE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES, AND THE LIKE, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, ANY DELAY OR FAILURE TO FURNISH ANY EA PROGRAM AIRCRAFT CAUSED OR OCCASIONED BY THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS OF XO, XOJET AVIATION OR ANY OTHER AIR CARRIER, AS THE CASE MAY BE, COVERED BY THE EA PROGRAM TERMS, EVEN IF ANY SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITIES OF SUCH DAMAGES. MEMBER FURTHER UNDERSTANDS AND AGREES ON BEHALF OF THEMSELVES AND THEIR INVITEES OR GUESTS THAT THE LIABILITY OF XO SHALL IN ANY CASE BE LIMITED TO THE AMOUNT OF MEMBERSHIP FEES ACTUALLY PAID BY MEMBER IN THE TWO YEARS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

B.3.3 THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITED RECOURSE AND LIABILITY CLAUSES IN SECTIONS B.3.1 AND B.3.2 AND OTHER EA PROGRAM TERMS HAVE BEEN EXPRESSLY AGREED TO FOR THE BENEFIT OF XOJET AVIATION AND EACH OTHER AIR CARRIER AS IF THEY WERE PARTIES TO THE MEMBERSHIP AGREEMENT FOR SUCH PURPOSES AND XOJET AVIATION AND SUCH OTHER AIR CARRIER IS AN INTENDED THIRD PARTY BENEFICIARY OF SUCH SECTIONS.

B.4 Member Limitations. EA MEMBER SHALL NOT BE LIABLE TO XO, XOJET AVIATION OR ANY OTHER AIR CARRIER, NOR ANY OF THEIR RESPECTIVE AFFILIATES, SHAREHOLDERS, EMPLOYEES, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, AGENTS, ADVISORS OR REPRESENTATIVES FOR ANY INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES, AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE INCLUDING, WITHOUT LIMITATION, LOSS OF USE, VALUE, REVENUE, PROFIT, BUSINESS OPPORTUNITIES, AND THE LIKE, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS OF EA MEMBER COVERED BY THE EA PROGRAM TERMS, EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITIES OF SUCH DAMAGES.

Part C: Membership Program Miscellaneous Terms

C.1 EA Member acknowledges that XO is the manager of the EA Program and Services, and that the success of the Membership Program and the ability to deliver the Services under the Membership Program with high levels of customer satisfaction depends on a vibrant and cooperative membership. EA Member's good faith cooperation regarding booking, cancellations, notices, departure times, communication, payments and documentation, and other aspects of arranging the Services is required. Any attempt to deliberately manipulate the Service or the Application by repeatedly booking and cancelling Flight Services, failing to authorize payment or pay for any Service as provided for herein or taking other such actions which in XO's reasonable opinion disrupts XO's ability to deliver the Services, notwithstanding anything contained herein to the contrary, will result in XO having the authority to reject EA Member's Flight Requests without obligation and/or suspend or cancel EA Member’s membership.

C.2 Privacy of EA Member Data. XO collects and utilizes EA Member information according to the Privacy Policy that is incorporated in full by this reference and available at www.flyxo.com. XO may use EA Member information to check the credit of EA Member in connection with its invoice collection efforts or perform criminal and other background searches of EA Member in connection with evaluating whether to accept or continue EA Member's membership in the Membership Program.

C.3 Amendments and Modifications. XO may amend or modify the T&Cs as provided in Section 10.4 of the Membership Agreement. Such notification to EA Member may occur in the manner provided in this Membership Agreement or following launch thereof, by posting on EA Member Portal accessible through XO’s website or mobile application. EA Member may terminate its participation in the Membership Program in accordance with Section 4.2 of the Membership Agreement if it does not agree to the amended Program Terms, and absent such termination EA Member’s continued participation in the Membership Program shall constitute its consent to be bound by the amended EA Program Terms.

C.4 Headings and Captions; Severability. All headings and captions in the EA Program Terms are only for the convenience of the Parties and do not affect its interpretation, construction, or meaning. If any one or more of the provisions of the EA Program Terms, including any modified EA Program Terms, shall for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of the EA Program Terms shall be unimpaired and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal, and enforceable, comes closest to the intention underlying the invalid, illegal, or unenforceable provision.

C.5 Independent Contractor. The relationship of XO to EA Member under the Membership Program is that of independent contractor only. In no event shall the Membership Agreement, the other EA Program Terms, or EA Member’s participation in the Membership Program be construed as creating a joint venture, partnership, principal/agent, or other form of association or cooperative arrangement between the Parties.

C.6 Entire Agreement. The EA Program Terms constitute the entire agreement between the Parties concerning the Membership Program and supersede any prior or contemporaneous agreements, understandings or proposals.

C.7 No Waiver. No waiver by any Party of any breach or default of any provision of the EA Program Terms by the other Party shall be effective as to any other breach or default.

C.8 EA Member Representations. EA Member, which for purposes of this section includes its employees, agents, affiliates, and guests (together, for the purposes of this Section, “EA Member”) hereby represents, warrants, and agrees that: (i) EA Member is not a sanctioned entity or individual, Designated Party, or is otherwise the subject or target of any economic, export, or trade sanction law, or regulation or travel ban, or is or could be designated as a terrorist, a foreign terrorist organization, an organization that assists or provides support to a foreign terrorist organization, a proliferator of weapons of mass destruction, a narcotics trafficker, or any other similar designation that would prohibit XOJET Aviation or Other Air Carrier from transacting with EA Member under applicable law; (ii) EA Member will promptly notify XO in writing should it know, or have reason to know, of any change or potential change in status under this Section; (iii) EA Member shall honor all applicable laws during the Membership Term; (iv) funds paid to XO by EA Member are not derived from illegal acts; (v) XO may be required by law to block, freeze, and/or remit funds, which it will do without liability to EA Member; (vi) EA Member will promptly provide to XO accurate information and documentation reasonably requested to assess compliance with this Section, and authorizes XO to perform screening and/or background checks; and (vii) without prejudice to all of XO’s other rights under this Membership Agreement and at law, (a) XO may terminate this Membership Agreement by means of written notice to EA Member, with immediate effect, without need of judicial recourse, and without liability for compensation or damages (direct or indirect) of any type or nature, if EA Member breaches this Section, makes misrepresentations regarding legal compliance, becomes a sanctioned or Designated party, is convicted or adjudicated of a an offence in any jurisdiction that is related to human rights violations, terrorism, drug trafficking, financial impropriety, or could otherwise bring XO into disrepute or is prejudicial to XO’s interest, or XO or air carriers are otherwise unable to transact with EA Member under law, and (b) EA Member assumes all liability and shall in perpetuity, beyond the expiry of this Program, indemnify, reimburse, and hold free and harmless XO, its officers, directors, shareholders, employees, agents, affiliates, and subcontractors from and against any and all related claims, suits, losses, costs, and liabilities.

Membership Program Glossary

A capitalized term used but not otherwise defined in the context of its use in the EA Program Terms shall have the meaning ascribed thereto below.

“Additional Crew Costs” means the cost of any additional personnel required to fulfill a Booked Flight as either requested by EA Member or as necessary to satisfy any duty limitations impacting the Booked Flight, such costs to be provided at the daily rate for such personnel.

“Applicable Taxes” means any and all federal, state, and local taxes, charges, imposts, duties, excise taxes, fuel taxes, and fees, including user fees, relating to EA Member’s use of an EA Program Aircraft. All domestic Flight Services are subject to federal excise tax on passenger flights, and a domestic segment tax. Flight Services with any point of departure or landing outside the United States are subject to a federal departure tax.

“Available Account Balance” shall mean the current balance of EA Member’s Membership Account less (i) such amounts as necessary to cover the costs of any Services provided by, and Membership Fees due to, XO that have not been deducted from the Membership Account prior to the effective date of termination, and (ii) such amount as is necessary to cover the cost of any Services agreed to be provided under the Membership Program prior to the effective date of termination.

“Flex Departure Day” means a Peak Travel Day designated by XO in Exhibit A of the Charter Terms as subject to the Flex Departure Window Option requirements set forth in Section A.4.1 of the T&Cs.

“Flight Segment” shall mean any portion of a Flight Service measured from a point of take off to a point of landing.

“Flight Service Hours” are determined based on the flight time (rounded up to the nearest one tenth of an hour) during which EA Member, or another person designated by EA Member, actually occupies a EA Program Aircraft, and shall be calculated from the point of take off to the point of landing for each Flight Segment, plus six minutes (one tenth of an hour) each of taxi time prior to each departure and after each landing in an occupied leg without any addition for repositioning.

“Force Majeure” means an act of God, strike or lockout or other labor dispute, act of a public enemy, war (declared or undeclared), terrorism, blockade, revolution, civil commotion, fire, any weather-related event affecting safety of flight, flood, earthquake, explosion, governmental restraint, embargo, inability to obtain or delay in obtaining equipment, parts, or transport, inability to obtain or delay in obtaining governmental approvals, permits, licenses, or allocations, and any other cause outside of the complete control of XO, XOJET Aviation or an Other Air Carrier, as applicable, whether or not of the kind specifically enumerated above.

“Incidental Expenses” includes, to the extent not otherwise set forth in the Flight Quote, the following costs incurred by XO, XOJET Aviation or Other Air Carrier in connection with the provision of Services: (i) costs of requested catering (inclusive of all fees for service, delivery and catering and any associated taxes), (ii) $500 to accommodate a request to use an FBO other than the FBO selected by XO, (iii)) specially requested in-flight entertainment, (iv) telecommunications charges (which are not applicable for travel on any XOJET Aviation Aircraft), (v) ground transportation, (vi) Third Party Service Charges, (vii) Additional Crew Costs, and (viii) any cancellation fees set forth in the Charter Terms, and (ix) any applicable Pet Cleaning Fees, and (ix) any other out of the ordinary charges incurred at the specific request of EA Member.

“Initial Membership Period” means the period of time commencing on the Commencement Date and ending on the twelve-month anniversary thereof.

“Light Class Aircraft” means one of the following EA Program Aircraft or such other EA Program Aircraft as may be determined by XO, in its sole discretion, to qualify as a Light Class Aircraft: Hawker 400, CJ3, Citation Excel, Lear 45, Lear 31, and Phenom 300.

“Mid Class Aircraft” means one of the following EA Program Aircraft or such other EA Program Aircraft as may be determined by XO, in its sole discretion, to qualify as a Mid-Range Class Aircraft: Hawker 800xp, and Lear 60.

“Minimum Account Balance” means an equal to or excess of 110% of the sum of the price set forth in the Flight Quote.

“Minimum Flight Segment” means the minimum chargeable amount of Flight Service Hours for a Flight Segment comprising a part of a Flight Service and determined as follows (i) EA Service Area Flights: 2.2 Flight Service Hours (including 0.2 Flight Service Hours of taxi time) and (ii) Extended Service Area Flights: 2.2 Flight Service Hours (including 0.2 Flight Service Hours of taxi time).

“Pilot-in-Command Decision” means during any and all flights conducted pursuant to this Membership Agreement, the Pilot-in-Command (as defined by the FAA) of such flight shall at all times be empowered to take all steps necessary in the interest of the safety of the EA Program Aircraft, its passengers, its crew, any cargo, and the operation of the flight, including re-routing, shortening, lengthening, terminating or cancelling such flight. In addition, EA Member and XO agree that when, in the sole discretion of XOJET Aviation, an Other Air Carrier or the pilots of a EA Program Aircraft, safety may be compromised, then XOJET Aviation, the Other Air Carrier or the pilots may terminate a flight, refuse to commence a flight, or take other action necessitated by such safety considerations without breach of this Membership Agreement or any liability for loss, injury, damage, or delay.

“Qualifying Multi-Flight Segment Itinerary” means a series of Flight Segments comprising an EA Service Area Flights within a calendar day (as contemplated in the Flight Itinerary) where the total Flight Service Hours for all such Flight Segments exceed 3.5 Flight Service Hours.

“RZO Flight Segment” means a Flight Service in which any Flight Segment has an arrival or departure time scheduled to occur between 2:00 a.m. and 6:59:59 a.m. as measured in the RZO Time Period.

“RZO Time Period” means the time zone of the departure city of the first flight segment of an RZO Flight Segment.

“Super-Mid Class Aircraft” means one of the following EA Program Aircraft or such other EA Program Aircraft as may be determined by XO, in its sole discretion, to qualify as a Super-Mid Class Aircraft: Challenger 300/350, Citation X, Citation Sovereign, Legacy 450, Legacy 500, Praetor 500, Praetor 600, Falcon 50/50EX, Citation Longitude, Citation Latitude, Hawker 1000, Gulfstream G-200, Gulfstream G-280, Hawker 4000.

“Super-Mid Class Aircraft Designation” means EA Member’s obligation to designate either a Citation X or Challenger 300 in connection with any requested Super-Mid Class Flight.

“Third Party Service Charges” means any charges incurred, including the XO Concierge Fee, on behalf of EA Member for Services provided in support of a Booked Flight under the Membership Program.

“XO Concierge Fee” means an amount equal to five percent (5%) of the actual cost for any Third-Party Service Charge initially billed to XO.

“XO Operations Network” means any destination with in the 48 contiguous United States.

Appendix I

EA Program Pricing

Hourly Rates

Surcharge Schedule

EA Peak Travel Day Surcharge: $1,000 per Flight Service Hour

EA RZO Surcharge: EA RZO Surcharges will be assessed based on the applicable EA Service Class as follows:

• Light Service Class: $3,000;
• Mid-Service Class: $3,000; and
• Super-Mid Service Class: If any portion of an RZO Flight Segment takes place between 2:00 AM and 6:59 AM (measured by reference to the RZO Time Period), then XO shall apply a RZO Surcharge of $7,500, except where such RZO Flight Segment is the first Flight Segment of the calendar day and departs between 5:00 AM and 6:59 AM, in which case a reduced RZO Surcharge of $2,500 shall apply.

Extended EA Service Area Surcharge: Extended EA Service Area Surcharges will be assessed based on the applicable international location for the departure or arrival location for the EA Extended Service Area Flight Service (on a per Flight Segment basis) as follows:

• Caribbean: $2,500
• Canada: $1,000
• Bahamas: $1,500
• Mexico: $1,500