AMENDMENT NO. 2 TO SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • June 8th, 2023 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Delaware
Contract Type FiledJune 8th, 2023 Company Industry JurisdictionThis AMENDMENT NO. 2 (this “Amendment”) to the Seventh Amended and Restated Limited Liability Company Agreement, dated as of July 13, 2021 (as amended by Amendment No. 1 thereto, dated as of April 1, 2022, the “LLC Agreement”), of Wheels Up Partners Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of June 7, 2023, by and among the Company and Wheels Up Experience Inc., a Delaware corporation (the “Managing Member”). Except as otherwise provided herein, capitalized terms used herein shall have the meanings set forth in the LLC Agreement.