XO Elite Access™ Membership Agreement

This XO ELITE ACCESS™ MEMBERSHIP AGREEMENT (this “Program Agreement”) is entered into by and between the person or entity executing this Program Agreement below (“Member”) and XO Global LLC, a Delaware limited liability company (“XO”). This Program Agreement is subject to the Elite Access ™ Program Terms and Conditions (the “T&Cs”) incorporated in full by this reference, as amended from time to time in accordance with this Program Agreement (collectively, 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 this Program Agreement or in the T&Cs shall have the meaning ascribed thereto in the “EA 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 Membership Account Deposit, if any was charged, and there shall be no further obligation owed by either Party to the other.

1.2 By executing this Program Agreement, Member is subscribing to the Membership Program and agreeing to the Program Terms and the consumption of services and benefits available to Member under the Membership Program.

1.3 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. EA Membership Program Benefits; Features.

2.1 Services. In exchange for the Membership Fee and as part of the EA Membership Program, XO agrees to arrange air charter transportation services described in Section 2.5 below (“Flight Services”) as EA Member’s authorized agent and provide 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. XO arranges private jet charter services solely as a manager of the EA Membership Program and as EA Member's authorized agent. All Flight Services arranged under the EA Membership Program are performed by authorized and registered air carriers.

2.2 Air Carriers. All Flight Services are arranged on-demand according to customer-directed itineraries and flight requirements under the EA Program Terms. Flight Services shall be provided by XOJET Aviation LLC, a Delaware limited liability company and affiliate of XO (“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 “Air Carriers), on aircraft under their operational control (“Other Air Carrier Aircraft” and together with XOJET Aviation Aircraft, “EA Program Aircraft”). Subject to EA Member’s obligation to make a Super-Mid Class Aircraft Designation, XO shall have the option of assigning either an XOJET Aviation Aircraft or an Other Air Carrier Aircraft 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 EA 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 Agreement and the Software Terms of Use (as amended from time to time) available at FLYXO.com.

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

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

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

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

2.5.3 Non-Qualifying EA Flights. Flight Services that include Flight Segments that depart or arrive at a destination outside of the EA Service Area or Extended EA Service Area and Flight Services where Flight Segments take place entirely outside of the EA Service Area (collectively, “Non-Qualifying Flights”), such Flight Services to be provided by Other Air Carriers, including without limitation VistaJet, on Other Air Carrier Aircraft.

2.6 Flight Service Pricing; Surcharges; Discounts.

2.6.1 EA Service Area Flights. EA Flight Service Area Flights will be priced (and once fulfilled, billed) at the applicable hourly rate on the actual flight time basis plus taxi time for the applicable EA Service Class and Service Area in which such Flight Service qualifies plus any applicable EA Trip Surcharge (defined in Section 2.6.5 below) 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 Service Area Flights. Extended Service Area Flights shall be priced based upon Service Class Hourly Rate for Super-Mid Class Flights) plus any applicable Trip Surcharge. Notwithstanding the foregoing, XO may in its sole discretion price an Extended Service Area Flight at a rate other than the EA Service Class Hourly Rate for Super-Mid Class Flights, but shall have no obligation to do so if other than a Super-Mid Class Aircraft is assigned to fulfill the Extended Service Area Flight.

2.6.3 Non-Qualifying EA Flights. Non-Qualifying EA Flights performed by VistaJet shall be priced based on the EA Service Class Hourly Rate for international service (as set forth in Appendix I (the “International Service Class Hourly Rate”)). Non-Qualifying EA Flights performed by Other Air Carriers, excluding VistaJet, shall be priced based on the dynamic market rates available for such requested Flight Services. Market rates are updated in real time and are not guaranteed until the EA Member of the Designated Representative accepts the Flight Invoice and the Charter Terms for Non-Qualified EA 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 Trip Itinerary occur within thirty-six (36) 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 consumed in connection with such EA Service Area Flights (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 Flights is less than the applicable Minimum Flight Segment.

2.6.4.2 In the event the EA Service Area Flight Service 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 Trip Itinerary completed.

2.6.4.3 For purpose of clarity, Extended Service Area Flights and Non-Qualifying EA Flight Services 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 an EA Flight Service as follows:

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

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

2.6.5.3 An “Extended EA Service Area Surcharge” will be assessed on any Extended Service Area Flight Service based on the applicable international location for the departure or arrival location (such Extended EA Service Area Surcharge to apply to each Flight Segment with such a departure or arrival location).

2.7 Booking and Payment. The terms for the quoting, booking, provision, and payment of Flight Services and other 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 EA Flight fulfilled on an Other Air Carrier Aircraft, except the Non-Qualifying EA Flights fulfilled by VistaJet at the International Service Class Hourly Rate (prior to taxes, fees or charges for any auxiliary services) (collectively, the “Loyalty Credit”). Loyalty Credit is earned only on Flight Services and cannot be earned on any ancillary services or other Services. Utilization of the Loyalty Credits shall be subject to the Credit Utilization Policy available on 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. In the event the 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 the 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. In the event 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 Service Class Flight, provided that in the event 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) twenty-four (24) hours for a Super-Mid Service Class Flight (other than Super-Mid Service Class Flight that qualifies as an Extended Service Area Flight or a RZO Flight) or (z) forty-eight (48) hours for a Super-Mid Flight that qualifies either as an Extended Service Area Flight or a RZO Flight, and (ii) one hundred twenty (120) hours for a Super-Mid Service 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 EA Program Agreement, XO shall establish an account in the 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 the 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 consent 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 EA Program 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 Monthly Membership Fee.

4.2.1 During each month of membership in the EA Membership Program, EA Member agrees to pay XO a monthly membership fee in the amount of $1,000.00 (the “Monthly Membership Fee”). XO shall deduct an amount equal to the Monthly 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 EA Membership Program, the Monthly Membership Fee shall be pro-rated and deducted from the Initial Membership Account Deposit.

4.2.2 The Monthly Membership Fee is subject to adjustment from time to time by XO in its sole discretion and any adjusted Monthly 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 Monthly Membership Fee.

4.2.3 The Monthly Membership Fee is (i) a subscription fee for continued eligibility for, and access to, the benefits available under the EA Membership Program; (ii) not a payment for transportation or any Services purchased under the EA Membership Program, (iii) non-refundable and non-transferable, even if EA Member fails to utilize the EA Membership Program or the Services available thereunder and (iv) inclusive of all applicable taxes relative to membership in the EA 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 EA Membership Program shall commence on the date EA Member acknowledges and accepts this EA Program Agreement and pays the 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 EA Program 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 Services booked under the EA Program 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 the 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 EA Program Agreement to the EA Member, the 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 the EA Member; or

5.2.3 Immediately by a Party upon written notice if the other Party is in breach of this EA Program 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 EA Program Agreement or immediately by XO in the event EA Member breaches any of the EA Member Representations outlined in Section C.8 of T&Cs.

5.3 Effect of Termination. In the event this EA Program Agreement is terminated pursuant to Section 5.2 above:

5.3.1 An amount equal to 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 the completion of the last Flight Segment scheduled to be flown by EA Member if after the effective date of termination. Notwithstanding the foregoing, if the EA Member informs XO that it desires to terminate the EA Program Agreement prior to the end of the Initial Membership Period, EA Member shall be obligated to pay the Monthly Membership Fees for the remainder of the Initial Membership Period. XO shall have the right to deduct from the Available Account Balance any unpaid Monthly Membership Fees for the Initial Membership Period.

5.3.2 EA Member shall no longer be eligible to book Flight Services or other Services under the EA Membership Program. Termination of the EA Plus Member’s EA Program Agreement shall result in the termination of all EA Members associated with the EA Plus Member’s Membership Account. Such termination shall not entitle any EA Member so terminated to a refund of any Membership Fees. EA Member understands and agrees that XO shall have no liability for termination of EA Member’s account as a result of termination of the EA Plus Member’s EA Program Agreement.

5.3.3 In the event an EA Trip is scheduled to occur after the effective date of termination (each, a “Post-Termination Flight”), this EA Membership Program Agreement shall remain in effect until the date of completion of the last Flight Segment for the Post-Termination Flight at which time the EA Membership Agreement is terminated; provided, however, that in the event the termination is effected pursuant to Section 5.2.2 or 5 5.2.3, XO shall have the right to cancel without obligation such Post-Termination Flight 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 In the event 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 the EA Member or (iii) perform any booked Flight Services provided that XO cancelled such booked Flight Services 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 any termination of this EA Program Agreement, and any other obligations which by their terms survive termination of this EA Program Agreement, shall survive such termination.

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

6.3 In the event of a conflict between the Charter Terms and this EA Program Agreement, this EA Program Agreement shall control.

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

7. Designated Representatives.

EA 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 EA 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 EA Program 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 EA 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 EA Program Agreement.

10.2 Successors and Assigns. This EA Program 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 EA Program 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 EA Program 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 EA Program 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 EA Program 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 EA 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 EA Program Agreement except those expressly requiring the consent of the EA Member as stated in this EA Program Agreement, such amendment to be effective on the later of (i) the thirtieth day following the date of the notice of such changes sent the 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 EA Program Agreement or EA Program Terms. Any amendment requested by the 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 EA Program 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.

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 EA Program 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. In the event 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 EA Program 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)

In the event 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 EA Program 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. In the event 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. In the event 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 EA Program 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)

In the event 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.

15. Virginia Residents’ Rights

Members who are legal residents of Virginia have a right to cancel this EA Program Agreement within seven days of the date stated on Member’s membership invoice. In the event 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 500 E Broward Blvd, Suite 1900, Fort Lauderdale, FL 33394 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 Program T&Cs

Part A: EA Membership Program Flight Service Terms and Conditions

A.1. FLIGHT SERVICES 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 EA 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 dates and times for departure, arrival and destination locations, number of passengers and preferred EA Service Class (and in the case of a Flight Request for a Super-Mid Class Flight the 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 for each Flight Request 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 the EA Member or their Designated Representative confirms their acceptance of the Flight Quote via any Flight Communication Platform of the Flight Quote and Flight Invoice as provided in Section A.1.3 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 presented 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 and Charter Terms or (ii) an Electronic Signature of the Flight Invoice and the Charter Terms. For clarity purposes, Electronic Signature of the Flight Invoice and the Charter Terms for guaranteed Flight Services displayed in the Application 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 and Charter Terms as outlined in this Section, 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 Invoice, XO shall have no obligation to provide the Flight Invoice and Charter Terms or if a Flight Invoice has been issued, fulfil the Booked Flight.

A.1.3. Charter Terms and Passenger Regulations. Each Booked Flight is subject to the Charter Terms and the XO Passenger Regulations available at 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 FLYXO.com.

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

A.2.1 EA Flight Services Availability. EA Service Area Flights and Extended Service Area Flights shall be made available to the Member in the manner provided below subject to the provision of the applicable minimum booking notice for the EA Flight Services subject to a Flight Request (the “Minimum Booking Notice”):

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

A.2.1.2.1 On Non-Peak Travel Days. At least twenty-four (24) hours prior to the desired departure time of the first Flight Segment of such Flight Service, or at least forty-eight (48) hours in the case of RZO Flights.

A.2.1.2.2 On Peak Travel Days. At least one hundred twenty (120) hours prior to the desired departure time of the first Flight Segment for such a Flight Service.

A.2.1.2 Extended Service Area Flight Services.

A.2.1.2.1 Super-Mid Class Flights. Member will enjoy guaranteed access to EA Program Aircraft for Extended Service Area Flights in the Super Mid Service Class for Flight Requests for which 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 forty-eight (48) hours prior to the desired departure time of the first Flight Segment of such Flight Service, and.

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 of such Flight Service.

A.2.1.2.2. Light Service and Mid-Service Class Flights. Extended Service Area Flights in the Light Service Class or Mid Service Class will be fulfilled on an “as available” basis, provided that 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 forty-eight (48) hours prior to the desired departure time of the first Flight Segment for such a Flight Service.

A.2.1.3 Failure to Provide the Minimum Booking Notice. If 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 and XO shall have no liability if an EA Program Aircraft is not available.

A.2.1.4 Peak Travel Days. “Peak Travel Days” are set forth in Exhibit B to the Charter Terms. XO may adjust the date(s) of Peak Travel Days, provided that the number of Peak Travel Days in any given calendar year does not exceed twenty (20).

A.2.2 Non-Qualifying Flight Services. A Flight Request for a Non-Qualifying Flight Service will be fulfilled on an as available basis, provided that XO shall have no obligation to issue a Flight Itinerary or a Flight Quote for a Flight Request submitted less than forty-eight (48) hours prior to the desired departure time of the first Flight Segment for such a Flight Service.

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 or Extended EA Service Area.

A.3.2 In the event, an EA Member does not desire to fly on an Other Air Carrier Aircraft assigned to fulfill a Flight Request, such EA Member may request that an XOJET Aviation Aircraft be assigned to fulfill such 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 not available.

A.3.3 In the event XO assigns an XOJET Aviation Aircraft to 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 as compared to the XOJET Aviation Aircraft) to provide the scheduled Flight Services (“Substitution”); provided, that in the event an Other Air Carrier Aircraft is assigned by XO, the EA Member shall have the right to reject the Substitution. If the 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. Thereafter, as regards the cancelled Booked Flight 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 not available.

A.3.4 The 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 contemplated by the EA Trip Itinerary.

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

A.4.1 Flex Departure Window. For guaranteed access to EA Program Aircraft for EA Trips where any requested Flight Segment is scheduled 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 Trips on non-Flex Departure Days.

A.4.2 Maximum Flight Segment. If a Super-Mid Class Flight Segment performed within EA Service Area or Extended 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 Trip must have a duration equal to or greater than applicable Minimum Flight Segment as defined in the Glossary. In the event 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 for such Deficient Flight Segment 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 qualifies as 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 EA Membership Program per calendar day.

A.4.4.2 EA Member may request the use of an additional EA Program Aircraft under the EA 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 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 Membership Program Terms.

A.5.2 EA Membership Account Accounting.

A.5.2.1 Membership Fees. XO shall deduct an amount equal to the Monthly Membership Fee due in accordance with the EA Membership Agreement on the first day of each calendar month throughout the Membership Term from EA Member’s EA Membership Account.

A.5.2.2 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 of the Booked Flight, 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. EA Member agrees to pay all costs of collection of Flight Costs and Expenses, including reasonable attorneys’ fees and expenses.

A.5.2.2.1 The Flight Cost set forth in the Flight Quote is calculated on a total Flight Service basis (based on the number of estimated Flight Service Hours) utilizing an estimate of the number of Flight Service Hours for the requested Flight. The Flight Cost charged to the EA Member’s account shall be the actual Flight Cost (net of any EA Trip Discounts) and as adjusted for any Minimum Flight Segment Charge or Maximum Flight Segment Adjustment.

A.5.2.2.2 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 of Applicable Tax; accordingly, any such Flight Expenses not known at the time of such completion shall be deducted when such amount is known.

A.5.3 Monthly Statement. XO shall issue to EA Member a monthly statement showing EA Member’s EA Membership Account Balance at the end of each calendar month during the Membership Term and details on all account activity for the preceding month. Such monthly statement shall be issued on or before the 15th of the following month.

A.5.4 Form of Payment. All monies due from or remitted by the EA Member hereunder shall be paid by the 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.5.5 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: EA 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 In the event a Booked Flight is not completed for any reason (other than a 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 the 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 the 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. In the event the EA Member elects to accept the modified Flight Itinerary, such 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 the 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 EA PROGRAM 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: EA 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 EA Membership Program and the ability to deliver the Services under the EA 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 such Service, 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 the 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 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 EA Membership Program.

C.3 Amendments and Modifications. XO may amend or modify the T&Cs as provided in Section 9.4 of the EA Program Agreement. Such notification to EA Member may occur in the manner provided in this EA Program Agreement or following launch thereof, by posting on the EA Member Portal accessible through XO’s website or mobile application. EA Member may terminate its participation in the EA Membership Program in accordance with Section 4.2 of the EA Program Agreement if it does not agree to the amended EA Program Terms, and absent such termination EA Member’s continued participation in the EA 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. In the event that 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 EA Membership Program is that of independent contractor only. In no event shall the EA Program Agreement, the other EA Program Terms, or EA Member’s participation in the EA 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 EA 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 EA Program Agreement and at law, (a) XO may terminate this EA Program Agreement by means of written notice to the 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, in the event that 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.

EA 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 the 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 EA 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 determined for (i) EA Service Area Flights on a EA Service Class basis as follows: Light Class Flights: 1.2 hours (inclusive of 0.2 Flight Service Hours of taxi time), Mid Class Flights: 1.5 Flight Service Hours (inclusive of 0.2 Flight Service Hours of taxi time), Super-Mid Class Flights: 1.7 Flight Service Hours (inclusive of 0.2 Flight Service Hours of taxi time) and (ii) Extended Service Area Flights: 2.2 Flight Service Hours (inclusive of 0.2 Flight Service Hours of taxi time).

“Pilot-in-Command Decision” means during any and all flights conducted pursuant to this EA Program 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 EA Program 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 (i) in the case of Light Class Flights, 2.5 Flight Service Hours, (ii) in the case of Mid Class Flights, 3.0 Flight Service Hours and (iii) in the case of Super-Mid Class Flights, 3.5 Flight Service Hours.

“RZO Flight Segment” means a Flight Service in which any Flight Segment of such Flight Segment has an arrival or departure time scheduled to occur during the period beginning at 2:00 a.m. and ending at 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: CX, C300, C350 and G200.

“Super-Mid Class Aircraft Designation” means the 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 EA 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 Membership Program RZO Surcharge: EA Membership Program RZO Surcharges will be assessed based on the applicable EA Service Class for the EA Trip that qualifies as an RZO Flight Segment as follows:

• Light Service Class: $3,000;
• Mid-Service Class: $3,000; and
  • Super-Mid Service Class: The applicable EA Membership Program RZO Surcharge will be determined as follows based on the arrival or departure time (as measured in the RZO Time Period) of any Flight Segment comprising such RZO Flight:
• Between 2:00:00 a.m. and 4:59:59 a.m.: $7,500
• Between 5:00:00 a.m. and 6:59:59 a.m.: $2,500

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