2- responsibility for compliance with applicable FAR and Party B shall at all times have operational control of the Party B Aircraft and responsibility for compliance with applicable FAR. C. Purpose of Flight. The User agrees that it will use the...

INTERCHANGE AGREEMENT THIS INTERCHANGE AGREEMENT (this “Agreement”), is made and entered into as of September 29, 2023 by and between Joust Capital II, LLC (“Party A”), a Maryland limited liability company, and Xxxxxxx Corporation (“Party B”), a Delaware corporation whose address is 0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000X, Xxxxxxxxxx, X.X. 00000-1701. WITNESSETH: WHEREAS, Party A owns or leases and operates an aircraft more particularly described in Schedule A hereto (such aircraft together with the engines described in Schedule A, are referred to herein as the “Party A Aircraft”); WHEREAS, Party B owns or leases and operates an aircraft more particularly described in Schedule B hereto (such aircraft together with the engines described in Schedule B, is referred to herein as the “Party B Aircraft” (the Party A Aircraft and the Party B Aircraft are sometimes referred to as the “Aircraft” or individually, an “Aircraft”); and WHEREAS, Party A desires to lease the Party A Aircraft to Party B, and Party B desires to lease the Party B Aircraft to Party A, in each case in an interchange agreement as defined in Section 91.501(c)(2) of the Federal Aviation Regulations (“FAR”). NOW, THEREFORE, the parties hereto agree as follows: 1. Term. The term of this Agreement (“Term”) shall commence on the date hereof, and shall continue until either party terminates this Agreement pursuant to Sections 9 or 12 hereof. 2. Use of Aircraft. A. Lease of Aircraft. Each party agrees on the terms and conditions of this Agreement to provide the use of its Aircraft for the convenience of the other party, and to operate interchange flights subject to the requirements of FAR Section 91.501(b)(6). Such use will be at the convenience of the party which operates the Aircraft (the operator of the Aircraft is hereinafter referred to as the “Operator” and the party using the Aircraft pursuant to this Agreement is hereinafter referred to as the “User”), upon request by one to the other in accordance with the terms and conditions of this Agreement. Pursuant to this Agreement, which shall constitute an interchange agreement as that term is defined in FAR Section 91.501(c)(2), Party A agrees to make available the Party A Aircraft for lease on a non-exclusive, equal time, basis to Party B, and Party B agrees to make available the Party B Aircraft for lease on a non- exclusive, equal time, basis to Party A, in each case subject to the terms and conditions of this Agreement. B. Operational Control. Regardless of who may be using an Aircraft under this Agreement, Party A shall at all times have operational control of the Party A Aircraft and Exhibit 10.16

-7- D. Successors and Assigns. The rights and obligations of the parties hereunder shall inure to the benefit of, and be binding and enforceable upon, the respective successors, assigns and permitted transferees of the parties. E. Governing Law. The laws of the State of Delaware (excluding the conflicts of laws rules thereof) shall govern the validity of this Agreement, the construction of its terms and interpretation of the rights and duties of the parties. F. Severability of Provisions. If any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable, the remaining provisions of this Agreement 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 of the parties underlying the invalid, illegal or unenforceable provision. To the extent permitted by applicable law, the parties hereby waive any provision of law which renders any provision of this Agreement prohibited or unenforceable in any respect. G. Headings. Headings and captions used herein are inserted for reference purposes only and shall not affect the interpretation or construction of this Agreement. H. Further Assurances. Each party hereto shall execute and deliver all such further instruments and documents as may reasonably be requested by the other parties in order to fully carry out the intent and accomplish the purposes of this Agreement. I. Counterparts. This Agreement may be executed in counterparts which shall, singly or in the aggregate, constitute a fully executed and binding agreement. 14. Truth-in-Leasing. In accordance with FAR Section 91.23: A. The parties agree that they will provide copies and notification of this Agreement to the FAA as required by FAR Section 91.23. B. It is hereby stated as follows: EACH PARTY HEREBY CERTIFIES THAT ITS AIRCRAFT HAS BEEN INSPECTED AND MAINTAINED WITHIN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THIS INTERCHANGE AGREEMENT (OR SUCH SHORTER PERIOD TO THE EXTENT THE AIRCRAFT IS LESS THAN TWELVE (12) MONTHS OLD) IN ACCORDANCE WITH THE PROVISIONS OF FAR PART 91, AND ALL APPLICABLE REQUIREMENTS FOR MAINTENANCE AND INSPECTION THEREUNDER HAVE BEEN COMPLIED WITH. PARTY A AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE PARTY A AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, PARTY A SHALL BE KNOWN AS, CONSIDERED AND IN FACT WILL BE THE OPERATOR OF THE AIRCRAFT AS PROVIDED HEREIN. PARTY B AGREES, CERTIFIES AND KNOWINGLY ACKNOWLEDGES THAT WHEN THE PARTY B

-8- AIRCRAFT IS OPERATED UNDER THIS AGREEMENT, PARTY B SHALL BE KNOWN AS, CONSIDERED AND IN FACT WILL BE THE OPERATOR OF THE AIRCRAFT AS PROVIDED HEREIN. THE PARTIES UNDERSTAND THAT AN EXPLANATION OF FACTORS BEARING ON OPERATIONAL CONTROL AND PERTINENT FAR CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT OFFICE, GENERAL AVIATION DISTRICT OFFICE, OR AIR CARRIER DISTRICT OFFICE. EACH PARTY AGREES TO UNDERSTAND AND ABIDE BY THESE REGULATIONS. EACH PARTY HERETO CERTIFIES THAT A TRUE COPY OF THIS AGREEMENT SHALL BE CARRIED ON THE AIRCRAFT AT ALL TIMES, AND SHALL BE MADE AVAILABLE FOR INSPECTION UPON REQUEST BY AN APPROPRIATELY CONSTITUTED IDENTIFIED REPRESENTATIVE OF THE ADMINISTRATOR OF THE FAA. [The remainder of this page intentionally left blank.]
