PorterJets USA Charter Terms & Conditions

AIRCRAFT CHARTER AGREEMENT

This Aircraft Charter Agreement (“Agreement”) between PorterJets LLC (“PorterJets”) and (“Customer”) is effective as of the date of execution (“Effective Date”).

PorterJets is in the business of aircraft charter brokerage. Client wishes to retain PorterJets to obtain aircraft charter. Pursuant to the following Terms and Conditions, PorterJets and Client agree as follows:

• Services. Pursuant to the terms and conditions attached hereto, PorterJets shall act as agent for Client and arrange charter services between Client and one or more certified air carriers (“Carrier”), subject to applicable Federal Aviation Regulations (“FAR”) of the United States of America Federal Aviation Administration (“FAA”) and Department of Transportation (“DOT”).

• Authorized Flight Schedulers. The individuals authorized by Client to confirm, alter or cancel a flight arranged by PorterJets pursuant to this Agreement are the representatives engaged in communications with PorterJets.

• Notices: All communications and notices required or permitted by this Agreement shall be in writing and shall be deemed to have been duly given or made when delivered personally or transmitted electronically by email, receipt acknowledged, or in the case of documented overnight delivery service or registered or certified mail, return receipt requested, delivery charge or postage prepaid, on the date shown on the receipt therefor, in each case sent to the details displayed on executed agreement.

• The Parties acknowledge and agree that the aircraft charter business and air charter brokerage business is regulated by national, international, state and local governmental laws and regulations and that such laws and regulations may change from time-to-time and, as such, PorterJets may modify this Agreement from time to time by providing advanced written notice to Client. Such modifications to this Agreement shall be effective immediately upon PorterJets providing notice of the same to Client. Client’s continued use of PorterJets services shall be deemed Client’s conclusive acceptance of any such modifications to this Agreement.

• Services. Once Client has confirmed a charter, PorterJets shall be authorized, as Client’s agent, to enter into a charter contract with Carrier. Flights will be operated in accordance with FAR Part 135 and Carrier will have operational control of the aircraft at all times. CLIENT ACKNOWLEDGES AND AGREES THAT PorterJets IS ONLY ACTING AS AN AGENT OF CLIENT FOR THE ARRANGEMENT OF THE CHARTER FLIGHTS DESCRIBED HEREIN AND SHALL NOT OPERATE ANY FLIGHT ARRANGED FOR HEREUNDER.

• Term. This Agreement shall commence on the Effective Date and continue until terminated by either party, in writing.

• Charter Quote, Additional Expenses, and Taxes.

1. This Agreement shall be supplemented for each specific charter flight by a separate Charter Quote. For each specific charter flight PorterJets shall provide a charter quote including flight details, charter price, associated costs and expenses, cancellation terms, restrictions, description of the aircraft, and other applicable information and payment instructions (“Charter Quote”). Client acknowledges that the cost estimate provided by PorterJets will include estimates for certain cost items. Client will pay the actual amount of applicable taxes, flight fees, fuel surcharges, over-flight permits, landing charges, catering costs; ground transportation, flight phone, WI-FI, Flight Phone, customs fees, crew trip expenses, de-icing, and similar out-of-pocket expenses relating to the services provided should these amounts differ from the original cost estimate.

2. Client shall be responsible for any additional charges incurred by PorterJets in the provision of the services described in this Agreement and Client may be billed separately for the same or such costs and expenses may be added to the Charter Quote pricing; such additional costs and expenses shall include, without limitation, catering costs, ground transportation costs, flight phone costs, de-icing costs, fuel surcharges, crew expenses, air space navigation fees, weather service fees, international fees and such other costs and expenses as are incidental to charter services (“Additional Expenses”).

3. Client further agrees that it shall be responsible for all sales, use, VAT, stamp, FET, transfer, segment fees and other similar taxes, fees, duties, and penalties that may be imposed by any federal, state, county, local, foreign or other governmental authority as a result of the flights and services provided in connection with this Agreement (“Taxes”). The cost estimate provided to Client for each specific Charter Itinerary, is subject to either federal excise tax or federal departure tax. PorterJets will add the applicable tax, using the current rate, to each charter invoice, and Client will pay such amounts. Client shall defend, indemnify, and hold PorterJets harmless against any such Taxes which are the obligation of Client hereunder.

4. The obligations of Client under this Section 2 shall survive the termination of this Agreement.

• Payment. Payment for each charter flight shall be due upon receipt of the Charter Quote by Client. Receipt by PorterJets of the full Charter Quote is required before any flight is confirmed as PorterJets cannot guarantee the availability of the agreed upon aircraft until payment has been received. At the discretion of PorterJets, credit cards may be accepted for payment of charges and such payments will be subject to an additional fee. Additional payment terms may be arranged and agreed upon by PorterJets and Client which shall be listed in the Charter Quote for each specific flight.

• Scheduling.

1. To schedule a charter flight a, Authorized Flight Scheduler shall contact PorterJets via phone, email, or other previously agreed upon method.

2. Only Authorized Flight Schedulers may schedule a charter flight and/or modify a confirmed charter flight.

3. All requests for charter flights and/or services are subject to acceptance by PorterJets. PorterJets hereby expressly reserves the right to accept or reject any reservation requests for any reason, or for no reason, whatsoever.

4. PorterJets shall prepare and deliver a Charter Itinerary to Client, which shall include a confirmation number, estimated price quote, date(s) and departure time of travel, flight segments, aircraft type and other specified requests received from an Authorized Flight Scheduler (“Charter Itinerary”). Client shall review and execute the Charter Itinerary and return the executed Charter Itinerary signifying confirmation of its contents and consent to this Agreement to PorterJets (“Approved Charter Itinerary”).

• Charter Flight.

1. Client is responsible for informing all passengers that prior to boarding the aircraft they must show at least one form of valid state/government issued photo identification to Carrier for domestic flights. Client must show carrier a valid passport for any international flights (including Canada and Mexico) and visas when required. Carrier may deny boarding to Client and any of Client’s guest that fail to present identification as set forth in this section. PorterJets is not liable for Carrier’s reasonable refusal to allow any passengers to board the aircraft who fails to provide appropriate identification

2. PorterJets does not control operations of Carrier, which under applicable FARs are the sole responsibility of Carrier. PorterJets is not liable for the operation, action and undertakings of Carrier. The Carrier is responsible for and will take necessary measures to ensure flight safety and shall take all steps necessary, it its sole discretion, necessary to ensure such safety of flight. The Carrier and the pilot in command of the charter flight shall have full authority and complete discretion as to whether there shall be any deviation from the specified route and where alternate and/or immediate landings shall be made, which such determinations shall be binding upon Client and all passengers.

• Cancellation.

1. If Client cancels any agreed upon Approved Charter Itinerary, Client and PorterJets agree that the cancellation amount stated within the Charter Quote shall be retained by PorterJets as liquidated damages.

2. All flight cancellations will be subject to Carrier’s flight cancellation policies, which will be noted on the Charter Quote, and Client will be responsible for any cancellation or missed flight costs and expenses, including any fees associated therewith, and any incurred costs.

3. Client understands and acknowledges that the cancellation of any Approved Charter Itinerary or portion thereof within four (4) calendar days of the scheduled departure date of the scheduled domestic trip and within seven (7) calendar days of the scheduled departure date of the scheduled international trip, will result in a cancellation charge of up to 100% of the quoted price plus any incurred expenses.

4. Approved Charter Itinerary departures within seven (7) days of Peak Travel Days are non-refundable, and the cancellation of any confirmed reservation within seven (7) days of departure either prior to or after the Peak Travel Days will result in a cancellation charge of up to 100% of the quoted price for the trip. “Peak Travel Days” means New Year’s Day, President’s Day, Easter Sunday, Passover, Memorial Day, Fourth of July, Labor Day, Thanksgiving, Christmas, Super Bowl as well as the four days prior and four days after each of the foregoing.

5. Any change in date, time, itinerary, number of passengers, or type of aircraft may be deemed a cancellation and be subject to a cancellation charge. Client’s or client’s guests’ failure to arrive at aircraft for the Approved Charter Itinerary, or any leg thereof, will be considered a cancellation. Other types of cancellation charges may include but are not limited to: costs incurred as a result of partial completion of itinerary, costs incurred for positioning and repositioning an aircraft and flight crew in preparation for the cancelled flight, flight charges equivalent to two hours of operation for each day of the cancelled flight, and any fees incurred by PorterJets as a result of the client’s cancellation.

6. PorterJets assumes no responsibility for the disposition or cancellation of any reservation, either by Client or Carrier. If there is a mechanical difficulty or if contracted aircraft is no longer available, PorterJets shall use best efforts to provide an alternate aircraft or carrier of similar quality. ALL ONE-WAY CHARTER RESERVATIONS OR CHARTERS THAT END IN DIFFERENT DESTINATION THAN ORIGINAL DEPARTURE CITY ARE NON-CANCELABLE AND NON- REFUNDABLE AND ARE SUBJECT TO A 100% CANCELLATION FEE AT TIME OF BOOKING.

7. PorterJets reserves the right to change the terms of its cancellation policy at any time.

• Liability. Client shall be held liable for all damages to the aircraft and property of Carrier, which was caused by Client or Client’s guests.

• Limitation of Liability. PorterJets shall not be held liable for loss, injury, damage, delay or cancellation caused by or resulting from any act of God, economic or political sanctions, quarantine, failure or refusal on the part of any governmental agency to grant or issue approvals, clearance, permits or operating authority, rights or civil commotion, military emergency, war or war hazards, fuel shortages, weather conditions, mechanical breakdown, strikes or labor problems, or occurrences of similar or dissimilar nature which through no fault of PorterJets shall prevent, delay or interrupt the furnishing or operation or performance of such charter flight. In the event of any such occurrence, PorterJets will use commercially reasonable efforts to provide other aircraft to meet Client’s scheduled flight. PorterJets shall not be responsible or liable for the transportation of passengers who fail to report at the specified Fixed Based Operator (FBO) at the departure airport, at the departure time of the flight, or who are, through no fault of PorterJets, not aboard at the time of departure. If one or more members of one group fail to so report or board, Carrier may depart as scheduled and Carrier and/or PorterJets shall in no way be responsible for or to Client or such individual for any damages and PorterJets shall be deemed to have completed its contractual obligation to Client. PorterJets SHALL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (A) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES; (B) AMOUNTS IN EXCESS OF THE PRICE PAID FOR A PARTICULAR FLIGHT; OR (C) MATTER BEYOND ITS REASONABLE CONTROL. PorterJets shall not bear any responsibility for any misrepresentations made by Carrier, whether in Carrier’s or PorterJets documentation or marketing. No Carrier or Client exclusions or omissions, express or implied, are the responsibility of PorterJets. PorterJets shall not have, nor assume any responsibility or liability to Client for activities performed by Carrier. Carrier shall be solely responsible for all claims arising out of any and all occurrences, accidents or incidents that occur on or in connection with the aircraft operated by Carrier, including, without limitation, all personal injuries, property damage or death. PorterJets is not responsible for any wrongful, or negligent act or omission by Carrier or its personnel and is not responsible for any personal injury, property damage, accident, delay, inconvenience, or change in itinerary that may occur. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy. Client agrees that Client shall indemnify, defend, and hold harmless PorterJets and PorterJets officers, directors, agents and employees, and each of them (collectively the “Indemnity(s)”) from and against all claims, suits, actions, judgments, fines, penalties, damages, losses and liabilities, including, but not limited to third party claims and reasonable attorneys’ fees, costs of litigation, and other expenses relating thereto, including the cost of establishing the right of indemnification under this Agreement, which arise out of or are in connection with activities associated with this Agreement, which are made, asserted, assessed, or accrued against any Indemnitee by reason of injury or death to any person or the loss or damage to any real or personal property. The foregoing indemnities shall not apply to the extent of any gross negligence or willful misconduct of any Indemnity.

• Miscellaneous.

1. This Agreement may not be assigned by either Party.

2. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and permitted assigns.

3. The division of this Agreement into sections, and the insertion of headings, are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

4. This Agreement may be fully executed in ink or electronically, in two or more counterparts by each of the parties hereto, such counterparts together constituting but one and the same instrument.

5. This Agreement and each Charter Itinerary constitute the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes all prior agreements between the parties, express or implied.

6. Any provision of this Agreement that may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or un-enforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7. This Agreement shall in all respects be governed by, and construed in accordance with, the laws of the State of Florida, without giving effect to principals which may govern any conflicts of laws. The Parties irrevocably and unconditionally agree that any suit, action or legal proceeding arising out of or relating to this Agreement shall be brought in the courts of the State of Florida in Broward County.

DISCLOSURE: PorterJets ACTS AS AN AGENT OF ITS CLIENTS AND SERVES ON THEIR BEHALF TO ARRANGE CHARTER FLIGHTS. PorterJets DOES NOT OWN OR OPERATE AIRCRAFT AND IS NOT A DIRECT OR INDIRECT AIR CARRIER. ALL CHARTER FLIGHTS ASSOCIATED WITH PorterJets ARE OPERATED BY THIRD PARTY FAA CERTIFIED PART 135 AIR CARRIERS. OPERATING THE FLIGHTS UNDER THIS AGREEMENT EXERCISES FULL OPERATIONAL CONTROL OF THE AIRCRAFT AT ALL TIMES. CARRIERS PROVIDING SERVICE UNDER THIS AGREEMENT MEET FAA REQUIREMENTS FOR COMMERCIAL TRANSPORTATION OF RETAIL CHARTER CLIENTS.