Procure-to-Pay

3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier WHEELS UP PARTNERS HOLDINGS LLC

AIR PARTNER LLC

Contact Kevin Ross

Sourcing Agent Melody Stark Email Kevin.Ross@airpartner.com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Department Contact Blake Chramosta

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Charter Agreement for Big Ten Tournament February 28,2026 -March 13, 2026.

Contract Document Document Amt Total Amt Start Date End Date Notes

CW 38827 $113,250 $113,250 02/28/2026 03/13/2026

COMPETITION/BID INFORMATION

Bid Number

Competition NCPD

Contract Information

INTERNAL USE ONLY

Contract ID CW38827

Title: Legal and Policy Compliance Addendum

Revised: 160425

University of Nebraska Legal and Policy Compliance Addendum

This University of Nebraska Legal and Policy Compliance Addendum (the “Addendum”) to the Charter Air dated concurrently with this Addendum (the “Agreement”) is effective as of the date of the last signature set forth below between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at

Omaha), and such other institutions and units as may be designated by the Nebraska Legislature, and

WHEELS UP PARTNERS HOLDINGS LLC AIR PARTNER LLC(“Supplier”).

RECITALS

A. University desires to enter the Agreement with Supplier.

B. The Agreement is in the form provided by Supplier, which the parties are using for their mutual convenience.

C. The Agreement is, with the exceptions noted in this Addendum, acceptable to University.

D. Certain provisions in the Agreement cannot be accepted or are required in the Agreement by

University as a matter of law and policy of the State of Nebraska and University.

E. Supplier is willing to modify the Agreement as set forth in this Addendum.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Agreement and herein and the above recitals, which are incorporated herein by this reference, the parties agree as follows:

1. Incorporation and Priority of Terms. The Agreement is amended as stated herein and this

Addendum is incorporated into the Agreement by this reference. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail.

2. Assignment. The Agreement is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder without the written agreement of the other party shall be void.

3. Governing Law and Forum. The Agreement shall be governed by the laws of the State of

Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party hereunder shall be in the state courts located in Lancaster County, Nebraska. Any legal action by Supplier in relation to the Agreement shall be instituted in accordance with the provisions of the Nebraska State

Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81-8,306).

4. Liability. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless

University, its regents, officers, employees, agents, and students for any loss, claim, damage, expense, or liability of any kind arising out of or in connection with the acts or omissions of Supplier and its officers, employees, agents, and subcontractors under the Agreement.

5. Work Status Verification. Supplier and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114.

6. Taxes and Fees. University is generally exempt from payment of state sales and use taxes and local occupation taxes within the State of Nebraska. University will furnish exemption certificates upon written request by Supplier. If Supplier is required to pay any taxes from which University is exempt as a result of doing business with University, Supplier shall be solely responsible for the payment of those taxes.

Revised: 160425

If a tariff is imposed on any Deliverables provided under this Agreement, each party shall pay an equal share of the costs of such tariff.

7. Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in federal health care programs pursuant to 42 USC § 1320a-7. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the term of the Agreement, and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, the Agreement may be terminated immediately, for cause, by

University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from federal health care program participation, such individual shall be removed from participating in the Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate the Agreement immediately for cause.

8. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, University is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska

Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Supplier (a) to notify University of any requested redactions to the Agreement, any amendment to the Agreement, and any document incorporated by reference into the Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, Supplier shall defend any challenge to such redactions at its own expense. Supplier’s failure to request redactions to any contracts or documents released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

9. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to University regarding, related to, or part of the Agreement will be open to public inspection and copying unless exempted from disclosure in accordance with University’s interpretation and application of applicable law. It shall be the sole responsibility of Supplier (a) to notify University of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Supplier shall defend any challenge to such requested redactions at its own expense. Supplier’s failure to request redactions to any information or records released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

10. Federal Funding Compliance. If the Agreement involves federal funds, (a) Supplier’s compliance in all respects with all applicable federal anti-discrimination laws is material to Supplier’s performance under the Agreement; (b) Supplier certifies that it does not operate any programs promoting diversity, equity, and inclusion that violate such laws; and (c) Supplier’s failure to comply with such laws shall be considered a material breach of the Agreement.

If the Agreement is for $15,000 or more and involves federal funds, then Supplier shall comply with 41 CFR

§§ 60-300.5(a) and 60-741.5(a), which are incorporated herein by this reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and require action to employ and advance in employment individuals without regard to disability or veteran status.

If Supplier has fifty (50) or more employees and the Agreement involves payment of $50,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60‐ 741, subpart C. If Supplier has fifty (50) or more employees and the Agreement involves payment of https://statecontracts.nebraska.gov/

Revised: 160425

$150,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60‐300, subpart C. To the extend any of the provisions of Appendix II to 2 CFR Part

200 apply to the Agreement, such provisions are incorporated herein by this reference and apply to Supplier as a “contractor,” “recipient,” or “subrecipient.”

11. Nondiscrimination. Neither Supplier nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of the Agreement, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair Employment

Practice Act (Neb. Rev. Stat. §§ 48-1101 to 48-1125).

12. Logos or University Marks. Supplier shall not use or display any University campus name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by University as a source identifier, unless expressly authorized in writing by University. Any unauthorized use of University Marks is expressly prohibited. Supplier shall not use University’s name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation, or other communication, especially as it relates to Supplier’s business.

13. Right to Audit Privilege. University reserves the right to audit or inspect work performed by

Supplier under the Agreement. University may participate directly or through an appointed representative in order to verify that the services related to the Agreement have been performed in accordance with the procedures indicated.

14. Purchase Order Requirement. A purchase order shall be issued by University to Supplier for payment in accordance with the terms of the Agreement. All invoice(s) submitted by Supplier shall make reference to the appropriate purchase order number to be eligible for payment.

15. Conflict of Interest. Supplier certifies, to the best of its knowledge and belief, that (a) there is no unresolved actual or potential conflict of interest related to the Agreement and (b), if Supplier is a University employee, immediate family member of a University employee, or business associated with a University employee and the Agreement is valued at $2,000 or more, Supplier has, prior to execution of the

Agreement, provided written notification to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, of Supplier’s status as, relation to, or association with a

University employee and of the Agreement. If an actual or potential conflict of interest related to the

Agreement arises during the Term, Supplier shall provide to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, a written disclosure statement that describes all relevant information concerning the actual or potential conflict of interest. If the actual or potential conflict of interest cannot be resolved or University determines Supplier’s certification set forth in this section is false, University may declare the Agreement void and of no further force or effect and

University shall have no further obligations under the Agreement.

16. Compliance. Supplier and its employees and agents will comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority, as well as applicable

University policies.

17. Insurance. Supplier shall at its own expense obtain and maintain throughout the term of the

Agreement general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than $1,000,000.00 per occurrence, and $3,000,000.00 general aggregate to cover such liability caused by, or arising out of, activities of Supplier and its agents and/or employees while engaged in or preparing for the provision of the goods or services provided under the Agreement. If the goods or services include providing technology services, software, or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than $10,000,000.00 per occurrence and in the aggregate to cover such liability resulting or arising from acts, errors, or omissions in rendering such

Revised: 160425 technology services, software, or support. Upon request by University, Supplier shall furnish to University certificates of insurance evidencing such insurance is effective prior to commencement of work under the

Agreement. By requiring such minimum insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to Supplier under the Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier shall, upon request, include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to the Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

18. Notice. Any notice required or permitted to be given under the Agreement shall be in writing, sent via certified mail or hand delivery, effective when received, and delivered to the addresses provided on the signature page of this Addendum.

19. Unavailability of Funding. Due to possible future reductions in state and/or federal funds, University cannot guarantee the continued availability of funding of the Agreement notwithstanding the consideration contained within the Agreement. In the event funds to finance the Agreement become unavailable, either in full or in part, due to such reductions, University may terminate the Agreement or reduce the consideration upon notice in writing to Supplier. Said notice shall be delivered by certified mail

(return receipt requested) or in person (with proof of delivery). University shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, Supplier may cancel the Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to University. Supplier shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the effective date of the termination. In the event of unavailability of funding, University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

20. No Personal Liability. In no event shall any regent, official, officer, employee, agent, or student of

University be personally liable or responsible for any representation, statement, covenant, warranty, or obligation contained in, or made in connection with, the Agreement, express or implied.

21. Foreign Adversary Certification. The terms in this section defined in Neb. Rev. Stat. § 73-903 shall have the meaning defined therein. If the Agreement is for a technology-related product or service and no exception set forth in Neb. Rev. Stat. § 73-906(2) applies, Supplier certifies that it is not a scrutinized company, it will not subcontract with any scrutinized company for any aspect of performance of the

Agreement, and any products or services provided under the Agreement do not originate with a scrutinized company. The certification set forth in this section shall be an ongoing certification during the term of the

Agreement and Supplier shall immediately notify University of any change in the status of the certification set forth in this section.

22. Unenforceability of Certain Terms. For the purposes of this section, “University” expressly includes any University employee acting in the course and scope of employment. Notwithstanding any provision of the Agreement to the contrary, any of the following terms within the Agreement shall have no effect and shall not be enforceable:

a. Any term making the Agreement period perpetual, providing for unlimited renewals of the

Agreement, or automatically continuing the Agreement period from term to term;

b. Any term requiring or stating that the terms of the Agreement shall prevail over the terms of this

Addendum in the event of conflict;

c. Any term requiring University to indemnify or to hold harmless Supplier or any third party for any act or omission;

Revised: 160425

d. Any term imposing interest charges contrary to those allowed by Neb. Rev. Stat. § 81-2404;

e. Any term requiring the application of the law of any state other than the State of Nebraska in interpreting or enforcing the Agreement or requiring or permitting that any dispute under the Agreement be resolved in courts other than the courts of the State of Nebraska;

f. Any term limiting the time period within which claims can be made or actions can be brought;

g. Any term waiving the sovereign immunity of the State of Nebraska;

h. Any term limiting Supplier’s or any third party’s liability for damages to University for any cause whatsoever related to: (i) intellectual property indemnity required by the Agreement; (ii) liquidated damages assessed under the Agreement; (iii) claims for personal injury, including death; (iv) claims for damage to real property or tangible or intangible property arising from Supplier’s acts or omissions under the

Agreement; (v) any loss or claim to the extent the loss or claim is covered by a policy of insurance maintained, or required by this Addendum or the Agreement to be maintained, by Supplier; (vi) damages arising from the gross negligence or willful misconduct of Supplier, its employees, its subcontractors, or its agents; and (vii) damages arising from Supplier’s breach of data security or confidentiality obligations under the Agreement;

i. Any term permitting unilateral modification of the Agreement by Supplier or any third party;

j. Any term obligating University to pay attorneys’ fees;

k. Any term requiring the confidentiality of records in contravention of the Nebraska public records statutes, Neb. Rev. Stat. §§ 84-712 to 84-712.09;

l. Any term binding University to any method of resolution of disputes under the Agreement not instituted in accordance with the provisions of Neb. Rev. Stat. §§ 81-8,302 to 81-8,306;

m. Any term requiring University to endorse or perform any act that may be perceived as an endorsement of a commercial good or service, Supplier, or any third party;

n. Any term requiring University to waive its rights to a jury trial or to participate in a class action; or

o. Any term granting Supplier or any third party a security interest in property of University.

[Signature page to follow]

Revised: 160425

IN WITNESS WHEREOF, the parties have entered into this Addendum as of the date set forth below.

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

Supplier

Signature:

Printed Name:

Date:

Title:

Notices to University shall be sent to:

Notices to Supplier shall be sent to:

With copy to:

Legal Notices C/O P2P Procurement Contracts 1700 Y Street, BSC 125 Lincoln, NE 68588-0645

With copy to (optional):

4890-8857-9324, v. 15

Doug Carlson

11/14/25 | 10:09 CST

Doug Carlson dougcarlson@nebraska.edu

AVP & Director of University Services

11/20/25 | 11:15 PST

Carter.Ortale@airpartner.com

Account Director- Sports & Group Charter

Carter Ortale

Carter Ortale

AIRCRAFT CHARTER BROKER AGREEMENT

This Aircraft Charter Broker Agreement (together with the “Appendix” attached hereto, this “Agreement”) is dated as of July 23rd, 2025, to be effective in all respects when fully executed by both parties and is made between:

(1) Air Partner LLC, a Delaware limited liability company located at 11 W 42nd Street, 27th Floor, New York, NY 10036

("AP"), and

(2) Board of Regents of the University of Nebraska at Lincoln, a public body corporate and governing body of the

University of Nebraska, by and on behalf of the University of Nebraska-Lincoln and its Department of Intercollegiate Athletics, with an office at 1 Stadium Dr, Lincoln, NE 68588 (“Client”)

AP and the Client shall be hereinafter referred to separately as “Party” or jointly as “Parties”.

WHEREAS

1. AP is the charter broker appointed by Client to make arrangements for charter flights on its behalf.

2. Client is the charterer of the Flight(s) (as defined below) with the Air Carrier (as defined below) and appoints AP to make all necessary arrangements for the charter flight and authorizes AP to enter into any and all contracts on behalf of the Client as is necessary to fulfil the Flight(s).

AGREED TERMS

1. Interpretation

1.1. The following definitions apply in this Agreement:

1.1.1. Additional Fees: those additional fees and reimbursement of costs and expenses charged by the Air Carrier and payable by the Client in accordance with this Agreement;

1.1.2. Air Carrier: any commercial air carrier or aircraft operator selected to provide Flights under this Agreement holding an Air Carrier Certificate under 14 C.F.R. Part 119 authorizing them to furnish air transportation services pursuant to 14 C.F.R Part 121 or 135 (or equivalent license as a foreign air carrier under applicable foreign law);

1.1.3. Aircraft: the aircraft described in the Appendix or any alternative aircraft used to perform a Flight;

1.1.4. AP Privacy Policy: the AP privacy policy from time to time in force and available on AP’s website https://www.airpartner.com/en/privacy-statement/ or otherwise notified to Client;

1.1.5. Appendix: the document attached hereto setting out the aircraft charter requirements of Client (including details of the Aircraft, Charter Price, Flight, and Air Carrier);

1.1.6. Charter Price: the combined price for the provision of the Flight by the Air Carrier (including fuel, oil, maintenance, landing, hangarage, parking, ground handling and the remuneration and expenses of air crew) together with the provision of brokerage and facilitation services by AP, as set out in the Appendix and which is payable by the Client in accordance with this Agreement;

1.1.7. Charter Regulations: Title 14 of the Code of Federal Regulations (“CFR”) Parts 212, 372, 380 and 399 and any policy statements issued in connection therewith, and all other applicable laws, rules, and regulations promulgated by DOT;

1.1.8. Check-in Time: the time or times stated in the Appendix or otherwise communicated to the Client in writing by the

Air Carrier or AP;

1.1.9. [Intentionally Omitted].

1.1.10. Conventions: all carriage by air of the passengers and their baggage on any Flight shall be subject to the conditions of carriage (or equivalent) of the Air Carrier (if any) and the relevant statutory and/or other provisions relating to liability of the Air Carrier, including any applicable to domestic carriage and, in the case of international carriage, the provisions of the Warsaw Convention 1929 or the Warsaw Convention as amended by the Hague Protocol 1955 or such other versions of the Warsaw Convention as varied or the Montreal Convention 1999, whichever may apply, if any;

1.1.11. Flight: the flight, or each of the flights, and any associated services, as set out in the Appendix;

1.1.12. Force Majeure Event: any event beyond either Party’s or its respective affiliates reasonable control including acts of God, explosions, revolutions, acts of terrorism, hijacking, insurrection, riot, civil commotion, war, national or local emergency, act of government, lock-out, strike, labor disputes that do not relate to AP’s workforce or restraints or delays affecting aircraft operators and carriers (including, without limitation, “slot delays”, closure or congestion of airports, Air Traffic Control congestion, or natural or nuclear disaster), fire, lightning, flooding, fog, snow, embargoes, quarantine, requisition of an aircraft, acts or omissions of third parties, lack of serviceability of Aircraft or operation of Aircraft resulting from other unforeseeable events such as supply chain issues or a financial markets crisis, weather conditions, service bulletins, airworthiness directives, or accident to the Aircraft or any part of it, or the act of any authority;

1.1.13. Insolvency Event: in respect of a person who is a corporate entity, means an event where: (i) a person ceases or threatens to cease to carry on business, or (ii) is found unable to pay its debts as they fall due, or (iii) suspends https://url.avanan.click/v2/___https:/www.airpartner.com/en/privacy-statement/___.YXAzOndoZWVsc3VwOmE6bzpjMDc3ZGI0NWM1NTRkNmQ0ZWI5YzlmYzJiOWY0OWM2MTo2OjNjYzc6ODVhYjhjODJiM2M5MGJkMTQ2MzM0MTI2YmNkNDQ2OTM1NmJmNjU0MWIzZjU2MGMwM2U0MDUxZjM1NWUxZWRmMDpwOlQ6Tg making payments on any of its debts, or (iv) has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, or (v) enters into any composition with creditors generally, or (vi) has an order made or resolution passed for it to be wound up (otherwise than in furtherance of any scheme for solvent amalgamation or solvent reconstruction), and in respect of a person being an individual, an event where such person is the subject of a bankruptcy petition or order;

1.1.14. Loss: any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding;

1.1.15. Passenger: the person or persons who will be travelling on the Flight and with whom the Air Carrier will have a contract of carriage (commonly known as conditions of carriage) with, such Agreement being subject to the applicable Convention;

1.1.16. Departure Time: the scheduled time of departure of the Flight, as set out in the Appendix;

1.1.17. Subsidiary: means, in respect of a person, an entity in which such person holds more than 50% of the shares or an entity which such person controls by virtue of being able to direct or cause the direction of the management and policies of such entity, whether by contract or otherwise;

1.1.18. Term: The term of this Agreement shall commence upon signature of this Agreement and shall continue until completion of the last Flight as per the Flight Schedule in the Appendix;

1.1.19. Travel Documents: all Passenger tickets, baggage checks, air waybills, identity documents, visas and other documents required under the applicable Convention, by any other applicable laws and by the authorities of states of departure, transit and arrival of the Flight.

1.2. If there is any conflict and/or inconsistency between these terms and conditions and any solicitation, purchase order, addendum, exhibit, appendix, bid, proposal, quotation, or statement of work attached to this Agreement (“Ancillary

Document”), precedence is established by the order of the following documents (with the document having a lower numerical value in this section prevailing over a document with a higher numerical value in this section): (1) the University of Nebraska Legal and Policy Compliance Addendum, which is attached hereto and incorporated by this reference, (2) this Agreement, (3) any Ancillary Document originating with Client and incorporated by reference into this Agreement, and (4) any Ancillary Document not originating with Client and incorporated by reference into this Agreement.

1.3. An obligation on the Client to do, or to refrain from doing, any act or thing shall include an obligation upon the Client to procure that the Passengers, any sub-charterer(s) and the Client's officers, employees, subcontractors or agents also do, or refrain from doing, such act or thing.

1.4. The Parties hereby agree that their business involves, among other activities, introducing, participating, effectuating and consummating transactions between their respective contacts, including other Parties and Affiliates (each, a "Transaction"). In consideration of the foregoing, each undersigned Party hereby irrevocably agrees and warrants that it and its affiliates shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass any Party from any Transactions between the Parties' contacts, or obviate or interfere with the relationship of any Party and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise. The Parties also undertake not to make use of any third party to circumvent this paragraph.

2. AP Role and Obligations

2.1. AP is an aircraft charter broker, not an air carrier, and is acting solely as agent for and on behalf of Client in connection with the Flight(s) in the Appendix. AP represents that the Air Carrier listed in the Appendix is the FAA certificated Part 121 or Part 135 supplemental direct air carrier, or foreign equivalent, which will operate and provide the Flight. AP shall not be responsible for the failure by Air Carrier to perform any or all of such Air Carrier’s obligations in connection with the Flight, other than as set out in this Agreement.

2.2. [Intentionally Omitted].

2.3. By written acceptance of the Appendix (via email or signature of the Appendix), Client authorizes AP to book the Flight(s) shown on the Appendix with the Air Carrier, on behalf of, and as agent of Client.

2.4. AP agrees to hold all insurances required by this Agreement and applicable law and/or regulation as a charter broker throughout the Term of this Agreement.

2.5. In entering into this Agreement, AP neither acts nor holds itself out as:

2.5.1. a principal in respect of, or providing, the Flight (or any part thereof);

2.5.2. a licensed commercial air carrier or aircraft operator; or

2.5.3. an agent of the Air Carrier or any other third parties involved in the Flight.

2.6. The Client acknowledges and agrees that Flights will be provided by the Air Carrier under FAR Part 121 or Part 135 and other third parties (including handling agents, caterers and ground transportation) and that the Air Carrier and such other third parties will have the exclusive responsibility and liability for the provision of (or failure to provide) the Flight including maintenance and operation of the Aircraft and direction of the crew, subject to the terms of this Agreement.

2.7. If at any time prior to the Departure Time the Aircraft becomes unavailable or unserviceable, AP shall, provide reasonable assistance to find a suitable substitute aircraft with sufficient passenger capacity and of a similar quality to the Aircraft (a “Suitable Substitute Aircraft”) within a reasonable time after AP becomes aware of the Aircraft becoming unavailable or unserviceable. If there is a discrepancy from the previously quoted price and the price of any Suitable Substitute Aircraft identified by AP pursuant to this section, the Client (a) shall pay any difference in the case of a higher quoted price or be refunded in the case of a lower quoted price or (b) may choose to cancel the trip without penalty.

2.8. [Intentionally omitted].

3. General Client obligations and responsibilities

3.1. Client shall comply with its obligations and responsibilities set out in this Agreement, ensure that all information that it provides to AP and Air Carrier is provided within the timescales required, and is complete and accurate. Client must comply with any reasonable requirements of the Air Carrier and all conditions of any licences and/or permits which relate to the Aircraft and/or the Flight. The Client is to comply with any and all decisions of the Air Carrier and the captain of the Aircraft.

AP is not responsible for any decision of the Air Carrier or captain of the Aircraft and any consequences thereof, including any effect on the performance of AP’s obligations under this Agreement.

3.2. Client and its passengers shall comply with all applicable DOT, FAA, TSA and other laws and regulations. The Client undertakes to notify AP immediately of the failure of any charter passenger or prospective charter passenger to comply with all the applicable charter regulations including but not limited to the Charter Regulations, if and as applicable.

3.3. Client represents and warrants that to the best of its knowledge and belief the information provided in connection with any Flight will be true, accurate, and complete as of the date of such information and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein not misleading.

3.4. Client shall comply with any and all safety decisions of the Air Carrier and the captain of the Aircraft.

4. Loading and embarkation

4.1. The Client shall ensure that the passengers and their baggage shall be at the specified check-in point at the departure airport not later than the Check-in Time and that all Passengers possess all Travel Documents.

4.2. If it is necessary in the captain's sole discretion for any Flight to be diverted in order to remove any passenger whose conduct or mental or physical condition is such as to cause discomfort or nuisance to other passengers or involve any hazard or risk to the Passenger or other passengers or to property, then the Client shall be responsible for all reasonable costs incurred by AP as a result of, and caused by, such a diversion and/or removal..

5. Charges and price variations

5.1. The Client will pay AP (or if directed by AP, the Air Carrier) the Charter Price and Additional Fees (as may be varied in accordance with this clause 5) as agreed to under the Appendix for a particular Flight.

5.2. All other reasonable costs arising out of or in connection with this Agreement and any Appendix including all licence fees, clearance fees, non-objection fees and permission fees levied by national air carriers, baggage screening charges, security charges, increased airline insurance rates, customs duties, airport and passenger taxes, connections to and from airports, ground accommodation and cabin services, shall exclusively be for the account of the Client (and the Client shall pay AP or if directed by AP, the Air Carrier) unless otherwise specified in this Agreement.

5.3. The Charter Price, Additional Fees and any other costs payable under or in connection with this Agreement are:

5.3.1. subject to any applicable taxes and also to any surcharge for any fuel, insurance or currency variations imposed by the Air Carrier from time to time; and

5.3.2. exclusive of value added or sales taxes (if applicable) which shall be paid in addition by the Client at the rate ruling at the tax point.

5.4. AP is responsible for the safekeeping of the portion of the Charter Price which is payable to the Air Carrier, and the

Additional Fees whilst the same are in AP's bank account. Subject to the exclusions in section 11.2, below, as soon as such monies have been transferred to the Air Carrier, AP bears no further responsibility or liability in respect thereof.

6. Payment

6.1. The Appendix specifies the Charter Price and any Additional Fees, and Client will pay in accordance with the Payment

Due Dates set forth in the Appendix and any invoice provided by AP in accordance with Nebraska’s Prompt Payment Act

(Neb. Rev. Stat. § 81-2401 to 81-2408).

6.2. If any payment is not received by the date specified in the Appendix, AP may, without prejudice to any other rights or remedies it may have in respect of such default suspend provision of any services upon fourteen days’ notice to the Client.

6.3. The Client acknowledges that late payment may result in the Flight being cancelled and cancellation charges being payable by the Client in accordance with clause 9.4.

6.4. The Client agrees that AP my charge client interest for late payment in compliance with Neb. Rev. Stat. § 81-2404.

6.5. Notwithstanding anything to the contrary in this Agreement, the Client agrees to make payments to AP in compliance with

Nebraska’s Prompt Payment Act (Neb. Rev. Stat. § 81-2401 to 81-2408).

6.6. AP shall advise the Client as soon as practicable of any governmental charges or taxes levied against the Air Carrier or

AP which are the responsibility of the Client and which are not specifically included in the Charter Price. Such taxes and charges shall be payable by Client within ten (10) business days of receipt of such notice.

6.7. The Wire Details for payment of AP invoices is as follows:

JP Morgan Chase: 1 Chase Manhattan Plaza, New York, NY 10005 Account Number: 928029195 ABA/Routing: 021000021, Swift Code: CHASUS33

7. Licences and international regulations

7.1. All Flights are conditional on the timely issuance and continued retention of, and are subject to, the terms and conditions of (i) the relevant air transport licence issued to the Air Carrier by the relevant authority and (ii) any further licences or authorities which may be required for the operation of the Flight, whether required under the laws or regulations of the state in which the Aircraft is registered or any other state to, from or over which the Aircraft will be flown in the course of the Flight. Where access is not granted for any of the required approvals, clearances, permits, operating authority sufficiently in advance of scheduled time of departure to make the required flight arrangements or shall, after issuance, revoke or rescind the same, AP and Air Carrier may, after making a reasonable effort to find a Suitable Substitute Aircraft for Client and being unsuccessful in such efforts, elect to cancel the affected Flight(s) without liability for loss, injury, damage or delay to Client, subject to the exclusions set forth in section 11.2 below.

7.2. If licences and authorities required for the operation of the Flight are in AP's reasonable opinion not likely to be obtained in good time or where obtained are not likely to be retained and AP has made a reasonable effort to find a Suitable

Substitute Aircraft for Client and being unsuccessful in such efforts, AP shall have, the right to, in its reasonable discretion, cancel the impacted Flight(s) without any further liability to the Client except that AP shall be obliged to refund monies paid by the Client after deducting (i) a reasonable amount for the costs of administration and (ii) any non-refundable amount paid or payable to the Air Carrier. The limitation of AP’s liability in this section, if any, shall be subject to the exclusions set forth in section 11.2 below.

8. Changes, delays, alterations and diversions

8.1. AP will use reasonable efforts to accommodate any Client change request to the Flights, but Client acknowledges and agrees that such requests are subject to availability of the Air Carriers, aircraft, crew, and other required aspects of the flight and may result in additional charges. AP shall not be liable, and Client shall continue to be bound by the cancellation terms in the Appendix, in the event that AP or Air Carrier is unable to accommodate any Client change request.

8.2. To the extent required to comply with applicable laws and regulations, and as reasonably necessary to ensure the safety and security of the Flight, Client acknowledges that the Air Carrier or its agents may inspect and examine any baggage belonging to any passenger whether accompanied or not and may, without prejudice to the foregoing, refuse to carry any baggage considered to be unsuitable for carriage by air whether by its nature or any applicable laws, orders or regulations of any country flown from, over or to.

8.3. When reasonably necessary, AP and the Air Carrier expressly reserves the right to substitute aircraft for any Flight, provided such substitute aircraft can accommodate all passengers that would have flown on the Aircraft for which the substitution is being made.

9. Cancellation and termination

9.1. The Client may cancel this Agreement at any time prior to departure by notice in writing to AP. Upon such cancellation, Client shall pay the cancellation charges set out as follows: when the cancellation occurs (i) more than sixty (60) days before the Flight is to commence as set forth in the Flight Schedule, the cancellation charge for such charter flight shall be twenty- five percent (25%) of the Charter Price therefor; (ii) at least fourteen (14) days but not more than sixty (60) days before such Flight is to commence as set forth in the Flight Schedule, the cancellation charge shall be fifty percent (50%) of the Charter Price therefor; or (iii) less than fourteen (14) days before such Flight is to commence as set forth in the Flight Schedule, the cancellation charge shall be one-hundred percent (100%) of the Charter Price therefor; provided, however, that such cancellation shall not relieve Client of its obligation to pay AP for any services already provided in relation to such

Flight(s). AP will apply any monies paid to it by the Client against such cancellation charges. To the extent further costs, expenses or damages are due from the Client under or in connection with this Agreement, the Client agrees to pay such sums in accordance with clause 6.

9.2. Without prejudice to any other rights or remedies that AP has, AP may terminate this Agreement by notice in writing if:

9.2.1. the Client commits a material breach of this Agreement, which is incapable of remedy or which, if capable of remedy, is not remedied within a reasonable time;

9.2.2. the Client (or any Passenger, officer, employee, sub-charterer, agent or subcontractor) requires AP or any officer, employee, agent or sub-contractor of the AP Group to act improperly for the purposes of all applicable rules and regulations;

9.2.3. any damage caused to, or injury suffered by, the Aircraft, any person or any other property carried on board the Aircraft and which in each case arises from any act or omission of the Client or a passenger;

9.2.4. any passenger being refused entry at any destination airport (including, but not limited to charges, fees, penalties or other expenses or in respect of any arrangements made by the Air Carrier or AP to return such passenger to the country from which they were originally carried); or

9.2.5. [Intentionally omitted]

9.2.6. the Client undergoes insolvency.

9.3. Without prejudice to any other rights or remedies that the Client has, the Client may terminate this Agreement immediately by notice in writing if AP:

9.3.1. commits a material breach of this Agreement, which is incapable of remedy or which, if capable of remedy, is not remedied within a reasonable period time;

9.3.2. if AP or an Air Carrier discloses any client confidential information, including its passenger’s identities, itineraries, or other information obtained in providing the Flight;

9.3.3. fails to maintain insurance;

9.3.4. fails to comply with applicable laws;

9.3.5. is unable to obtain or loses any license or other evidence of the right and privilege to conduct business as required under this Agreement; or

9.3.6. undergoes insolvency.

9.4. If AP terminates this Agreement in accordance with clause 9.2, the Client shall forthwith pay AP the cancellation charges set out herewith.

9.5. [Intentionally omitted].

10. Force majeure

10.1. Neither Party shall be liable for any default under or in connection with this Agreement where such default is caused by a Force Majeure Event.

10.2. Each Party will notify the other promptly after becoming aware of any Force Majeure Event.

10.3. In the event of an Air Carrier cancellation, AP will use commercially reasonable efforts to identify a replacement Air Carrier and will present Client with this option for such Flight. Subject to the exclusions in section 11.2, below, AP shall have no liability whatsoever for any Air Carrier change to, or cancellation of, any Flight, or for AP’s inability to identify a replacement Air Carrier except that AP shall be obliged to refund monies paid by the Client that have been refunded to AP by the cancelling Air Carrier.

11. Limitation of liability

11.1. This Agreement does not constitute a contract of carriage (or conditions of carriage) and AP is not, and shall not be deemed to be, acting as a common carrier or other carrier in respect of any of its obligations under or in connection with this

Agreement, or any carriage provided to the Client by or on behalf of the Air Carrier.

11.2. AP does not limit or exclude its liability in respect of:

11.2.1. death or personal injury that is caused by AP under this Agreement;

11.2.2. claims for damage to real property or tangible or intangible property arising from AP’s acts or omissions under the

Agreement;

11.2.3. any loss or claim to the extent the loss or claim is covered by a policy of insurance maintained, or required by this Agreement to be maintained, by AP;

11.2.4. damages arising from the gross negligence or willful misconduct of AP, its employees, its subcontractors, or its agents;

11.2.5. damages arising from AP’s breach of data security or confidentiality obligations under the Agreement; or

11.2.6. any other liability (including statutory liability) to the extent it is not lawfully permitted to limit or exclude it.

11.3. AP shall indemnify Client and its officers, employees, subcontractors, directors, and agents (the “Indemnified Parties”) against all losses arising out of or in connection with:

11.3.1. [Intentionally omitted];

11.3.2. AP’s material breach of any of its warranties, representations, or obligations in this Agreement (including, without limitation, the obligation to cause the Air Carriers to comply with the warranties, representations or obligations set forth herein) except, in each case, to the extent such loss results from an indemnified party’s gross negligence, bad faith, or willful misconduct as finally judicially determined by a court of competent jurisdiction;

11.4. SUBJECT TO SECTION 11.2 ABOVE, AP IS NOT LIABLE TO THE CLIENT (AND THE CLIENT HEREBY EXPRESSLY

WAIVES) FOR ANY LIABILITY BY REASON OF ANY REPRESENTATION OR ANY IMPLIED WARRANTY, CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW, OR UNDER THE EXPRESS TERMS OF THE AGREEMENT, FOR ANY LOSS OF PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY

DAMAGES OR LOSS, COSTS, EXPENSES OR OTHER CLAIMS (WHETHER CAUSED BY THE NEGLIGENCE OF AIR PARTNER, ITS DIRECTORS, OFFICERS, SERVANTS OR AGENTS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH THE PROVISION OF BROKERAGE UNDER THE AGREEMENT, AND THE ENTIRE LIABILITY OF

AP UNDER OR IN CONNECTION WITH AP’S SERVICES AS REGARDS THIS AGREEMENT SHALL NOT EXCEED THE CHARTER PRICE FOR THE SPECIFIC FLIGHT SEGMENT IN QUESTION. AP DOES NOT GIVE ANY WARRANTY, GUARANTEE OR OTHER TERM AS TO THE QUALITY, FINANCIAL STRENGTH OR SOLVENCY, FITNESS FOR

PURPOSE OR OTHERWISE OF THE AIR CARRIER OR ANY THIRD PARTY PROVIDER.

12. Insurance

12.1. AP shall require each Air Carrier to maintain the following minimum combined single limit liability insurance coverage, including passenger liability, public liability, contractual liability, property damage liability, and personal injury coverages:

(i) US$25 million for seaplane operations; (ii) US$50 million for helicopter operations; and (iii) US$300 million for all other fixed-wing aircraft operations. The Parties acknowledge that the foregoing coverage levels are only the guaranteed minimums, based on commonly available coverage limits for each respective type of aircraft operation. The actual coverage limits may be higher. War risk coverage also shall be included on the terms of such coverage that are provided or required by applicable government authorities and that are prevailing in the commercial insurance marketplace.

12.2. AP shall direct each Air Carrier to identify Client and all of Client’s passengers as Additional Insured parties under such Air

Carrier’s aviation liability insurance coverage with respect to flights taken on aircraft operated by such Air Carrier. The Parties acknowledge that, because of the number of different insurance policies that could be involved in the provision of flight services to Client, this identification of Client and its passengers as Additional Insureds will be done as a category of covered persons.

12.3. AP also shall maintain at least US$100 million in liability coverage for its performance as the charter broker appointed by

Client to arrange flights on Client’s behalf as contemplated by this Agreement, and AP will cause its clients (as a group and not by individual name) to be identified as Additional Insureds.

12.4. IF AN APPLICABLE INSURANCE POLICY IS DETERMINED TO PROVIDE COVERAGE FOR…