Common use of Destruction or Damage Clause in Contracts

Destruction or Damage. Notwithstanding any contrary provision of this Agreement, if at any time prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. In the event of any damage to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect and the parties shall have no further obligations or liabilities with respect to this Agreement.

Destruction or Damage. Notwithstanding any contrary provision (a) If the Premises is partially damaged by fire, earthquake, or other Act of God, Landlord shall repair the same at Landlord's expense, subject to the provisions of this AgreementArticle and provided such repairs can, in Landlord's reasonable opinion, be made within sixty (60) days. During such repairs, the Lease shall remain in full force and effect, except that if at any time prior there shall be damage to the Closing Premises and such damage is not the Aircraft is destroyed result of the negligence or willful misconduct of Tenant, Tenant's employees, agents, or invitees, an abatement of Rents shall be allowed Tenant for such portion of Premises and period of time as the Premises was unusable by Tenant. (b) If in Landlord's reasonable opinion the partially damaged in such a manner that constitutes a Total LossPremises can be repaired, Seller will pay any Escrow Agent feesbut not within sixty (60) days, the DepositLandlord may elect, in Purchaser’s sole discretion, will upon written notice to Tenant within thirty (i30) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt days of such amountsdamages, this Agreement shall terminate to repair such damages over a longer time period and be of no further continue the Lease in full force or and effect, but with Rents partially abated as provided in Article 11(a). In the event of any damage to the Aircraft following the Effective Date such repairs cannot be made within sixty (other than Total Loss occurring prior to Closing)60) days, Seller Tenant shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not option to terminate the obligation, Lease provided that written notice is given to have its technical representatives inspect the Aircraft Landlord within ten thirty (1030) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s Landlord's notice stated in this paragraph. (c) If the partially damaged Premises is to be repaired under this Article, Landlord shall repair such damages to the Premises itself, and to the Tenant Improvements supplied by Landlord herein. Except in the event of Landlord's gross negligence or upon completion of its Damage Inspectionwillful misconduct, whichever occurs laterTenant shall be responsible for Tenant's equipment, notify Seller furniture and fixtures, and other alterations, additions and improvements made by Tenant to the Premises and Building. (d) If in writing (such noticeLandlord's reasonable opinion, the “Damage Election”) whether it desires (i) that the Aircraft be repaired Premises is totally or substantially destroyed by Seller in anticipation of the Closing, fire or (ii) to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent feesother casualty, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement Lease shall terminate and be of no further force or effect and the parties shall have no further obligations or liabilities with respect to this Agreementupon notice by Landlord.

Destruction or Damage. Notwithstanding any contrary provision of this Agreement, if at any time prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. In the event of damage or destruction to all or any damage portion of the Real Property (a “Casualty”) prior to the Aircraft Closing, the following the Effective Date provisions shall apply: (other than Total Loss occurring prior to Closing), a) Seller shall promptly immediately notify Purchaser Buyer thereof in writing (the “Casualty Notice”). (b) If the Property is the subject of such damage. Purchaser will a Casualty, Buyer shall have the right, but not the obligationat its sole option, of terminating this Agreement (by written notice to have its technical representatives inspect the Aircraft Seller and Escrow Agent given within ten (10) business days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of after receipt of the Casualty Notice from Seller’s notice or upon completion of its Damage Inspection), whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires unless (i) that the Aircraft be repaired by Seller in anticipation cost of restoration for the portion of the Closing, Property which was damaged or (ii) to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement destroyed as a result of damage in accordance with this Article 8.2.2, Seller the Casualty will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will not exceed Two Hundred Fifty Thousand Dollars (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees$250,000.00), and upon (ii) the insurance company issuing the insurance policy has confirmed in writing prior to the end of such ten (10) business day period that such Casualty is covered by the policy, and (iii) any loan commitment or term sheet which has been extended to Buyer is not cancelled or suspended as a result of such Casualty. If a Casualty Notice is given to Buyer less than ten (10) business days prior to Closing, at Buyer’s option, Closing shall be postponed to a date not earlier than ten (10) business days after Buyer’s receipt of such amountsthe Casualty Notice. (c) If Buyer does not terminate, or is not entitled to terminate, this Agreement shall terminate and be Agreement, the proceeds of no further force or effect and the parties shall have no further obligations or liabilities any insurance with respect to the Property paid between the date of this AgreementAgreement and the Closing Date, together with an amount equal to Seller’s deductible under the policy, shall be paid to Buyer at the time of Closing and all unpaid claims and rights in connection with losses to the Property shall be assigned to Buyer at Closing without in any manner affecting the Purchase Price.

Destruction or Damage. Notwithstanding In the event any contrary provision of this Agreement, if at any time the Property is damaged or destroyed prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will such damage or destruction: (i) be returned (a) is an insured casualty and (b) would cost less than an amount equal to Purchaserten percent (10%) of the Purchase Price to repair or restore, or and (ii) continue to does not result in a termination of the Lease, then this Agreement shall remain in full force and effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. The cost of repair shall be held determined by an architect and contractor selected by Seller and reasonably approved by Buyer. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable under Seller's casualty policy less all costs and expenses, including reasonable attorneys' fees and costs, incurred by Seller as of the Closing Date in accordance connection with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable negotiation and/or settlement of the casualty claim with the insurer (“Operator Agreement”"REALIZATION Costs"), and Seller shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Seller's right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insurance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage the Property is damaged or destroyed prior to the Aircraft following Closing Date and the Effective Date cost of repair would equal or exceed an amount equal to ten percent (other than Total Loss occurring prior 10%) of the Purchase Price, or the casualty is an uninsured casualty, then, notwithstanding anything to Closing)the contrary set forth above in this section, Seller Buyer shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationat its election, to terminate this Agreement. Buyer shall have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify after Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation notifies Buyer of the Closingcost of repairing the damage to make such election by delivery to Seller of a written election notice ("ELECTION NOTICE") and the Closing Date shall be extended, or if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such ten (ii10) day period shall be deemed an election to terminate this Agreement. Notwithstanding anything contained in Section 7.1(d) to the contrary, any termination by Buyer under this Section 11.2 shall not result in a termination of Buyer's right to acquire any remaining Portfolio Properties under the Portfolio Agreements. In the event that Purchaser elects Buyer does not elect to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Seller shall assign to Buyer all of no further force Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations or liabilities with respect receive a credit against the Purchase Price equal to this Agreementthe deductible amount (less the Realization Costs) under Seller's casualty insurance policy.

Destruction or Damage. Notwithstanding All risk of loss to any contrary provision Property shall remain with Sellers prior to the Closing. In the event any of this Agreement, if at any time the Properties are damaged or destroyed prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay any Escrow Agent fees, the DepositSellers shall notify Buyer, in Purchaser’s sole discretionwriting, will of such fact promptly after obtaining knowledge thereof. If any such damage or destruction: (ia) is an insured casualty, and (b) would cost less than an amount equal to five percent (5%) of the Purchase Price (allocated to the damaged Property) to repair or restore, then this Agreement shall remain in full force and effect, and Buyer shall acquire the Properties upon the terms and conditions set forth herein. The cost of repair shall be returned determined by an architect and contractor selected by Sellers and reasonably approved by Buyer. In such event, Buyer shall receive a credit against the Purchase Price equal to Purchaserthe deductible amount applicable under Sellers’ casualty policy, or (ii) continue to be held less all actual and reasonable costs and expenses, including attorneys’ fees and costs, incurred by Seller Sellers as of the Closing Date in accordance connection with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable negotiation and/or settlement of the casualty claim with the insurer (“Operator AgreementRealization Costs”), and Seller Sellers shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Sellers’ right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insurance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage Property is damaged or destroyed prior to the Aircraft following Closing Date and the Effective Date cost of repair would equal or exceed an amount equal to five percent (other than Total Loss occurring prior 5%) of the Purchase Price (allocated to Closingthe damaged Property), Seller or the casualty is an uninsured casualty, then, notwithstanding anything to the contrary set forth above in this Section, either Sellers or Buyer shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationat its election, to terminate this Agreement. Buyer shall have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days days after Sellers notify Buyer of receipt the cost of Seller’s repairing the damage to make such election by delivery to Sellers of a written election notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage ElectionElection Notice”) whether it desires and the Closing Date shall be extended, if necessary, to provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such five (i5) that the Aircraft day period shall be repaired by Seller in anticipation of the Closing, or (ii) deemed an election not to terminate this Agreement. In the event that Purchaser elects Buyer does not elect to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Sellers shall assign to Buyer all of no further force Sellers’ right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations or liabilities with respect receive a credit against the Purchase Price equal to this Agreementthe deductible amount under Sellers’ casualty insurance policy.

Destruction or Damage. Notwithstanding any contrary provision (a) If the Leased Premises necessary for the Tenant 's occupancy is damaged by fire, earthquake, act of God, the elements or other casualty, Landlord shall, subject to the provisions of this Agreementsection 9, promptly repair the damage, if such repairs, in the Landlord's opinion, can be completed within ninety (90) days. If the Landlord determines that the repairs can be completed within ninety (90) days, this Lease sh.all remain in full force and effect, except that if such dan1age is not the result of the negligence or willful misconduct of Tenant or Tenant's agents, employees, contractors , licensees or invitee, the Monthly Base Rent shall be abated to the extent Tenant's use of the Leased Premises is impaired, commencing with the date of damage and continuing until completion of repairs required of Landlord under this paragraph. (b) If in the Landlord's opinion such repairs to the Leased Premises necessary for the Tenant's occupancy cannot be completed within ninety (90) days, either paity may elect, upon written notice to the other given within thirty (30) days after the date of such fire or other casualty, to terminate the Lease. Ifthis Lease is not terminated, and the Landlord elects to repair such damage, this Lease shall continue in full force and effect, but the Monthly Base Rent may be partially abated as provided in paragraph 9(a) above. IfLandlord does not elect to make such repairs,this Lease shall tenninate as of the date of such fire or other casualty. (c) If the Leased Premises are to be repaired under this section, Landlord shall repair at its expense any time damage. Tenant shall be responsible at its sole cost and expenses for the repair, restoration and replacement of any Leasehold Improvements and Tenant's property. (d) Notwithstanding anything in this Lease to the contrary, if the Leased Premises necessary for the Tenant's occupancy are damaged by fire, eaiihquake, act of God, the elements or other casualty within twelve (12) months prior to the Closing the Aircraft is destroyed scheduled Expiration Date. Landlord or damaged in such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related Tenant may terminate this Lease upon written notice to the attempted purchase of other party given within thirty (30) days after the Aircraft (including attorney’s fees)date for such fire or other casualty, and upon receipt of such amounts, this Agreement shall terminate and be of no further force whether or effect. In the event of any damage to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft Landlord determines that repairs can be completed within ten ninety- (1090) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect and the parties shall have no further obligations or liabilities with respect to this Agreementdays.

Destruction or Damage. Notwithstanding In the event any contrary provision of this Agreement, if at any time the Property is damaged or destroyed prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay shall notify Buyer in writing of such fact promptly after obtaining knowledge thereof. If any Escrow Agent feessuch damage or destruction (a) is a fully insured casualty, the Deposit, in Purchaser’s sole discretion, will (ib) be returned would cost less than One Million Dollars ($1,000,000.00) to Purchaser, repair or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLCrestore, and Atlas Jet(c) would not result in the termination of the lease of any Anchor Tenant, Inc. or follow on agreement as then this Agreement shall remain in full force and effect and Buyer shall acquire the Property upon the terms and conditions set forth herein. In such event, Buyer shall receive a credit against the Purchase Price equal to the deductible amount applicable (“Operator Agreement”)under Seller's casualty policy, and Seller shall reimburse Purchaser for assign to Buyer all documented costs incurred by Purchaser related of Seller's right, title and interest in and to the attempted purchase all proceeds of the Aircraft (including attorney’s fees), and upon receipt insur- ance on account of such amounts, this Agreement shall terminate and be of no further force damage or effectdestruction. In the event of any damage the Property is damaged or destroyed prior to the Aircraft following Closing Date and the Effective Date cost of repair would equal or exceed One Million Dollars (other than Total Loss occurring prior $1,000,000.00) or the casualty is an uninsured casualty or results in the termination of the lease of an Anchor Tenant, then, notwithstanding anything to Closing)the contrary set forth above in this section, Seller Buyer shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligationat its election, to terminate this Agreement. Buyer shall have its technical representatives inspect the Aircraft within ten thirty (1030) days after Seller notifies Buyer that a casualty has occurred to make such election by delivery to Seller of Seller’s notification a written election notice (the "Election Notice") and the Closing Date shall be extended, if necessary, to Purchaser provide sufficient time for Buyer to make such election. The failure by Buyer to deliver the Election Notice within such thirty (“Damage Inspection”). Purchaser shall, within five (530) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft day period shall be repaired by Seller in anticipation of the Closing, or (ii) deemed an election not to terminate this Agreement. In the event that Purchaser Buyer elects not to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amountsset forth above, this Agreement shall terminate remain in full force and be effect, Seller shall not settle or compromise any insurance claims, Seller shall assign to Buyer all of no further force Seller's right, title and interest in and to any and all proceeds of insurance on account of such damage or effect and destruction, if any, and, if the parties casualty was an insured casualty, Buyer shall have no further obligations or liabilities with respect receive a credit against the Purchase Price equal to this Agreementthe deductible amount under Seller's casualty insurance policy.

Destruction or Damage. Notwithstanding In the event that the Property, or any contrary provision of this Agreementpart thereof, if at shall be damaged or destroyed by fire or any time other casualty (“Casualty”) prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total LossDate, Seller will pay any Escrow Agent fees, shall give Purchaser prompt written notice of such event together with an estimate of the Deposit, in Purchaser’s sole discretion, cost and time to restore prepared by an independent insurance examiner or engineer selected by Seller. If the Casualty will (ia) be returned require more than Two Hundred Fifty Thousand Dollars ($250,000) to Purchaserrepair, or (iib) continue entitle any Major Tenant to be held by Seller terminate any Space Lease (each event described in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/(a) or (b/) herein called a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator AgreementCasualty Termination Event”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, may cancel this Agreement shall terminate and be of no further force or effect. In the event of any damage by notice to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of after receipt of Seller’s notice or upon completion of its Damage Inspectionfrom Seller specifying the Casualty Termination Event, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) to terminate this Agreement. In the which event that Purchaser elects to terminate this Agreement as a result shall be deemed terminated and of damage in accordance with no force and effect and neither party shall have any further rights or liabilities against or to the other except for those provisions expressly stated to survive the termination of this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreement, Agreement and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to cause the attempted purchase return of the Aircraft Deposit (including attorney’s fees), and upon receipt or the Letter of such amountsCredit or the proceeds thereof) to Purchaser. If there is no Casualty Termination Event or if Purchaser does not timely elect to cancel this Agreement in the event of a Casualty Termination Event, this Agreement shall terminate remain in full force and be of no further force or effect and the parties any insurance proceeds paid or payable to Fee Owners on account of such Casualty, less such sums, if any, as shall have no further obligations been actually and reasonably incurred by Fee Owners in connection with the repair or liabilities with respect restoration of such Casualty or the prosecution of such claim, shall be retained by Fee Owners so that the same may be employed after Closing to this Agreementrepair or restore such casualty or to be otherwise used or distributed as Fee Owners shall elect.

Destruction or Damage. Notwithstanding any contrary provision of this Agreement, if at any time prior to (a) If during the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent feesTerm, the DepositBuilding shall be damaged by any cause, in Purchaser’s sole discretion, will the following provisions shall have effect: (i) be returned to PurchaserIf the Leased Premises are, or (ii) continue to be held in the Architect's opinion, rendered partially unfit for occupancy by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, Tenant and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser remain so for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. In the event of any damage to the Aircraft following the Effective Date (other than Total Loss occurring prior to Closing), Seller shall promptly notify Purchaser in writing of such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within at least ten (10) days, then the Minimum Rent (but not the Additional Rent) shall axxxx from the date of the damage in proportion to the part of the Leased Premises so rendered unfit until the Leased Premises have been repaired or restored. (ii) If the Leased Premises are, in the Architect's opinion, rendered wholly unfit for occupancy by the Tenant and remain so for at least ten (10) days, then the Minimum Rent (but not the Additional Rent) shall axxxx from the date of the damage until the Leased Premises have been repaired or restored. (b) Notwithstanding the provisions of subsections 11.01(a) and (b), if the Leased Premises or Building shall be, in the Architect's opinion, incapable of being repaired or restored with reasonable diligence within one hundred and eighty (180) days of Seller’s notification the happening of the damage and utilizing only the proceeds of insurance available to Purchaser (“Damage Inspection”). Purchaser shallthe Landlord therefor, within five (5) Business Days of receipt of Seller’s then either the Landlord or the Tenant may, at its option, terminate this Lease by notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing to the other given within sixty (such notice60) days of the date of the damage, the “Damage Election”) whether it desires and: (i) that if such notice is given, this Lease shall cease and become null and void from the Aircraft be repaired by Seller in anticipation date of the Closing, or (ii) to terminate this Agreement. In the event that Purchaser elects to terminate this Agreement as a result of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreementdamage, and Seller the Tenant shall reimburse Purchaser for immediately surrender the Leased Premises and all documented costs incurred by Purchaser related of its interest in them to the attempted purchase of the Aircraft (including attorney’s fees)Landlord, and upon receipt the Minimum Rent and Additional Rent shall be apportioned and shall be payable by the Tenant only to the date of such amountsdamage or the date the Tenant ceases to occupy the Leased Premises, this Agreement shall terminate and be of no further force or effect whichever last occurs, and the parties shall have no further obligations or liabilities with respect to this Agreement.Landlord may re-enter and repossess the Leased Premises, provided that

Destruction or Damage. Notwithstanding any contrary provision of this Agreement, if at any time prior to the Closing the Aircraft is destroyed or damaged in such a manner that constitutes a Total Loss, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (i) be returned to Purchaser, or (ii) continue to be held by Seller in accordance with the Aircraft Operator Agreement, as amended from time-to-time, originally entered into on March 22, 2022 between Blade Urban Air Mobility, Inc., M&N Equipment, LLC d/b/a M&N Aviation, Aviation Bridge, LLC, and Atlas Jet, Inc. or follow on agreement as applicable (“Operator Agreement”), and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to the attempted purchase of the Aircraft (including attorney’s fees), and upon receipt of such amounts, this Agreement shall terminate and be of no further force or effect. [a] In the event the premises or a portion of any damage the Building is damaged by fire or other insured casualty, Landlord shall diligently repair the same to the Aircraft following extent possible with the Effective Date (other than Total Loss occurring prior insurance proceeds received by Landlord, subject to Closing)the provisions of this section hereinafter set forth, Seller if such repairs can in Landlord's opinion be made within 90 days after issuance of a building permit therefor under the laws and regulations of federal, state and local governmental authorities having jurisdiction thereof. In such event this Lease shall promptly notify Purchaser remain in writing full force and effect except that if such damage is not the result of the negligence or willful misconduct of Tenant or Tenant's agents, contractors, employees, subtenants, licensees, invitees or visitors, all abatement of basic rent shall be allowed Tenant for such part of the Premises as shall be rendered unusable by Tenant in the conduct of its business during the time such part is so unusable. Notwithstanding the foregoing, if such damage shall occur during the final year of the term of this Lease, Landlord shall not be obligated to repair such damage. Purchaser will have the right, but not the obligation, to have its technical representatives inspect the Aircraft within ten (10) days of Seller’s notification to Purchaser (“Damage Inspection”). Purchaser shall, within five (5) Business Days of receipt of Seller’s notice or upon completion of its Damage Inspection, whichever occurs later, notify Seller in writing (such notice, the “Damage Election”) whether it desires (i) that the Aircraft be repaired by Seller in anticipation of the Closing, or (ii) may instead elect to terminate this AgreementLease upon written notice given to Tenant within 30 days after the date of such fire or other casualty, in which event this Lease shall terminate as of the termination date specified in Landlord's notice. In [b] If such repairs cannot in Landlord's opinion be made within 90 days after issuance of a building permit therefor or if such damage is uninsured, Landlord may elect upon notice to Tenant given 60 days after the date of such fire or other casualty to [i] repair or restore such damage, in which event that Purchaser elects to this Lease shall continue in full force and effect, but basic rent shall be partially abated as hereinabove in this section provided or [ii] terminate this Agreement Lease in which event this Lease shall terminate as a result of the termination date specified in Landlord's notice. [c] A total destruction of the Building automatically shall terminate this lease. Landlord and Tenant acknowledge that this Lease constitutes the entire agreement of the parties regarding events of damage in accordance with this Article 8.2.2, Seller will pay any Escrow Agent fees, the Deposit, in Purchaser’s sole discretion, will (a) be returned to Purchaser, or (b) continue to be held by Seller in accordance with Operator Agreementdestruction, and Seller shall reimburse Purchaser for all documented costs incurred by Purchaser related to Tenant waives the attempted purchase provisions of the Aircraft (including attorney’s fees), California Civil Code Sections 1932[2] and upon receipt of such amounts, this Agreement shall terminate 1933[4] and be of no further force any similar statute now or effect and the parties shall have no further obligations or liabilities with respect to this Agreementhereafter in force.