WHEELS UP EXPERIENCE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2021 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Delaware
This Indemnification Agreement (this “Agreement”) is made by and between Wheels Up Experience Inc., a Delaware corporation (the “Company”, as such term is modified in Section 11), and [●] (“Indemnitee”). This Agreement is effective as of July 13, 2021.
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2021 • Wheels Up Experience Inc. • Air transportation, nonscheduled
THIS AGREEMENT (this “Agreement”) is entered into as of this 10th day of August 2020 by and between Thomas Bergeson (the “Executive”) and Wheels Up Partners LLC, a Delaware limited liability company (the “Company”).
FORM OF SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WHEELS UP PARTNERS HOLDINGS LLC DATED JULY 13, 2021Limited Liability Company Agreement • July 19th, 2021 • Wheels Up Experience Inc. • Air transportation, nonscheduled • Delaware
This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (together with the Exhibits and Schedules attached hereto and as amended, supplemented, restated or otherwise modified from time to time in accordance with this LLC Agreement, this “LLC Agreement”) of Wheels Up Partners Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of July 13, 2021, by and among Wheels Up Experience Inc. (previously known as Aspirational Consumer Lifestyle Corp.), a Delaware corporation (“PubCo”), as a Member and the Managing Member as of the date hereof, Wheels Up Blocker Sub LLC, a Delaware limited liability company (“Wheels Up Blocker Sub”), as a Member, Wheels Up MIP LLC, a Delaware limited liability company (“MIP LLC”), as a Member, Wheels Up MIP RI LLC, a Delaware limited liability company (“MIP RI LLC”), as a Member, and each other Person who is or at any time becomes a Member in accordance with the terms of this LLC Agreement and the Act. Capitalized t
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 19th, 2021 • Wheels Up Experience Inc. • Air transportation, nonscheduled • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 13, 2021, is made and entered into by and among Wheels Up Experience Inc., a Delaware corporation (the “Company”) (formerly known as Aspirational Consumer Lifestyle Corp., a Cayman Islands exempted company limited by shares prior to its domestication as a Delaware corporation), Aspirational Consumer Lifestyle Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), certain equityholders of Wheels Up Partners Holdings LLC, a Delaware limited liability company (“Wheels Up”) set forth on Schedule 1 hereto (such equityholders, the “Wheels Up Holders”), Leo Austin, Neil Jacobs and Frank Newman (together with Leo Austin and Neil Jacobs, the “Director Holders” and, collectively with the Sponsor, the Wheels Up Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 or Section 6.10 of this Agreement, the “Holders” and each, a “Holder”).
