Seven Club Membership Defined Terms

1.1 “Additional Contributions”. Funds added to a Client’s account that are over and above the amount of the Block Commitment initially paid by the Client.

1.2 “Airspace”. The tier level of Membership selected by Client. Airspaces determine Membership benefits, initiation fees, block commitment requirements, pricing structure, booking priority, and eligibility for certain services and experiences.

1.3 “Aircraft”. Aircraft operated by or on behalf of Magnifica Air, including but not limited to the Airbus A220 and Airbus A321neo, or substitute aircraft as operationally required.

1.4 “Bespoke Events”. Experiential events that may be made available to Members subject to availability and Member’s acceptance of third party terms and conditions. Magnifica Air makes no representation or guarantee that any particular event will be offered, or that a minimum number of events will be offered each calendar year.

1.5 “Block Commitment”. Funds committed by a Member for future application toward flights, Bespoke Events, and Concierge Services following certification and launch, subject to the refundability provisions of this Agreement.

1.6 “Concierge Services”. Services provided by Magnifica Air to assist with travel coordination, event arrangements, upgrades, and general Membership support. Concierge Services may involve third party providers.

1.7 “Corporate Membership”. A Membership type providing a Member with the benefits described in Annex B.

1.8 “DOT”. The U.S. Department of Transportation.

1.9 “FAA”. The Federal Aviation Administration.

1.10 “Family Membership”. A Membership type providing a Member with the benefits described in Annex A.

1.11 “Member”. An individual or entity that has executed this Agreement to join The Seven Club.

1.12 “Membership”. Either a Family Membership, Corporate Membership or any other type hereafter developed by Magnifica Air.

1.13 “Travel Network”. Magnifica Air’s anticipated scheduled route network, which may evolve over time based on certification status, aircraft availability, and market conditions. Routes, frequencies, and destinations are not guaranteed.

Airspace and Membership Category Changes

2.3.1 Airspace Level. The Member may elect to change the selected Airspace at any time upon prior written notice to Magnifica Air.

2.3.1.1 If the Member elects to upgrade to a higher Airspace (for example, from Airspace D to Airspace C), the Member shall be required to pay or remit to Magnifica Air an amount equal to the difference of (i) the Block Commitment of the upgraded Airspace, less (ii) the Block Commitment paid by the Member on the commencement of the current Membership cycle. Such amount shall be paid to Magnifica Air concurrently with the Member providing written notice of its intent to upgrade its Airspace level.

2.3.1.2 If the Member elects to downgrade to a lower Airspace (for example, from Airspace A to Airspace B) and upon the Member’s request pursuant to Section 3.7, Magnifica Air shall refund to Member an amount equal to the difference of (i) the Block Commitment in the Member’s account as of the date of election, less (ii) the Block Commitment of the downgraded Airspace. If the Member does not request a partial refund pursuant to the terms of Section 3.6, Magnifica Air shall continue to maintain the Block Commitment previously remitted by the Member pursuant to Section 3.5.

2.3.2 Membership Category. The Member may elect to change the selected Membership category at any time upon prior written notice to Magnifica Air.

2.3.2.1 If the Member under a Family Membership elects to change to a Corporate Membership, the Member (i) must select the desired Airspace level of the Corporate Membership concurrently with the written notice provided to Magnifica Air; and (ii) as applicable, shall be required to pay or remit to Magnifica Air an amount equal to the difference of (A) (1) the Block Commitment of the applicable Airspace comprising the Corporate Membership, less (2) the Block Commitment paid by the Member on the commencement of the current Membership cycle; and (B) (1) the initiation fee of the applicable Airspace comprising the Corporate Membership, less (2) the initiation fee paid by the Member on the commencement of the current Membership cycle. Such amount shall be paid to Magnifica Air concurrently with the Member providing written notice of its intent to change its Membership.

2.3.2.2 If the Member under a Corporate Membership elects to change to a Family Membership, the Member (i) must select the desired Airspace level of the Family Membership concurrently with the written notice provided to Magnifica Air; and (ii) as applicable and upon the Member’s request pursuant to Section 3.7, Magnifica Air shall refund to Member an amount equal to the difference of (i) the Block Commitment in the Member’s account as of the date of election, less (ii) the Block Commitment of the desired Airspace level of the Family Membership. If the Member does not request a partial refund pursuant to the terms of Section 3.6, Magnifica Air shall continue to maintain the Block Commitment previously remitted by the Member pursuant to Section 3.5. No refund shall be provided for the difference in initiation fees between the Corporate Membership and the Family Membership.

Pricing

2.4.1 For each Membership, Airspaces A, B, and C entitle the Client to purchase tickets for air travel on Magnifica Air at fixed pricing, which may or may not be the same across Airspace levels. Notwithstanding the foregoing, prices are subject to change, and Magnifica Air reserves the right to impose additional fees and/or surcharges (e.g. fuel surcharges) related to the purchase of air transportation. Current prices for air travel, including any fees and surcharges, will be disclosed to Client prior to purchase of the applicable ticket. Current pricing for each Membership and each applicable Airspace: www.magnificaair.com. Magnifica Air will follow all DOT regulations pertaining to the imposition and disclosure of additional fees and surcharges.

Additional Fees and Charges

5.1.1 Additional Fees and Charges. Certain services and benefits may involve additional fees beyond the initiation fee and Block Commitment, depending on the nature of the service requested. Flight access and standard onboard offerings are included as part of the Membership. Optional or variable services including, but not limited to, enhanced catering, suite upgrades beyond included allotments, concierge arranged third party services, ground transportation, Bespoke Events, full aircraft group experiences, and services subject to third party pricing may be offered for purchase at additional cost. Where specific pricing is known and fixed in advance, it will be disclosed. Where pricing is variable or dependent on third party providers, Members are informed that additional fees may apply and will be disclosed prior to booking or redemption. No additional charges will be imposed without prior disclosure to and acceptance by the Client.

Booking Priority, Changes and Cancellations

7.1.1 Air tickets will be confirmed upon debit of the airfare, plus any applicable taxes and fees, from the Client’s Block Commitment with Magnifica Air. Flights will not be confirmed if the Client’s account balance is insufficient.

7.1.2 Booking Priority. Booking windows associated with each Airspace tier provide priority access to available inventory and do not constitute a guarantee of seat availability. The booking windows associated with each Family Membership Airspace and each Corporate Membership Airspace are listed at: http://www.magnificaair.com/SevenClub/MembershipBenefits.

7.1.3 Changes and Cancellations. Flight changes, rebooking, and cancellations may be subject to fees which will be established in advance and disclosed to the Client prior to booking. Applicable fees may vary based on Airspace tier, timing, route, and operational considerations. Once a booking is confirmed, applicable fees will not be imposed or increased retroactively.

Seller of Travel Compliance, Limitation of Liability, and Confidentiality

9.1.1 Compliance with Seller of Travel Laws. Magnifica Air recognizes that certain Sellers of Travel laws and related bonding or registration requirements exist in certain states, including Florida, and understands that such requirements apply to the sale of air transportation once Magnifica Air is certificated and commences operations. Magnifica Air intends to comply with all applicable state level Seller of Travel and consumer protection requirements where such laws apply. With respect to Membership benefits that do not involve air transportation, Magnifica Air understands that Seller of Travel applicability depends on the specific structure of each offering. Each benefit will be reviewed in advance with legal counsel to determine whether Seller of Travel registration, bonding, or other state specific compliance obligations are triggered before the benefit is offered to consumers.

9.1.2 Limitation of Liability. To the fullest extent permitted by law, Magnifica Air’s aggregate liability for any claim arising out of this Agreement or any service provided shall not exceed the amounts paid by the Client for the applicable service. IN NO EVENT WILL MAGNIFICA AIR, ITS SUBSIDIARIES AND AFFILIATES, ITS FRANCHISEES OR LICENSEES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THE SEVEN CLUB, THIS AGREEMENT, OR MAGNIFICA AIR’S OPERATION OF THE SEVEN CLUB.

9.1.3 Confidentiality. Membership terms, pricing, itineraries, and personal information are confidential except where disclosure is required by law.

Other Legal and Miscellaneous Provisions

11.1.1 Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA), under the AAA’s commercial arbitration rules. Such arbitration shall take place in Miami, Florida. By entering into this Agreement, the parties expressly waive the right to litigation, except where prohibited by Florida law.

11.1.2 Governing Law. This Agreement is governed by the laws of the State of Florida, without regard to conflict of law principles.

11.1.3 Notices. Notices shall be delivered via email, certified U.S.P.S. mail, or overnight courier. Notices sent via certified U.S.P.S. mail or overnight courier shall be deemed delivered upon actual receipt by the receiving party. Notices sent via email shall be deemed delivered at the time of transmission.

11.1.3.1 Notice to Client. Notices shall be delivered to Client at the address and/or email address specified immediately below their signature.

11.1.3.2 Notice to Magnifica Air. Notices shall be delivered to Magnifica Air at the following address and/or email address:

Address: 603 Main Street, Windermere, FL 34786

Email: Sevenclub@magnificaair.com

11.1.4 Account Monitoring. Magnifica Air reserves the right to monitor the accounts of all Members, at any time and without notice, for compliance with this Agreement.

11.1.5 No Representations or Warranties. Magnifica Air makes no representations or warranties, either expressed or implied, with respect to the quality or fitness of the services and goods provided pursuant to The Seven Club.

11.1.6 Interpretation of Agreement. All interpretations of this Agreement regarding Membership are at Magnifica Air’s sole discretion, and Magnifica Air’s decisions will be final.

11.1.7 Waiver. Magnifica Air’s waiver of any breach of this Agreement by any Member will not constitute a waiver of any other prior or subsequent breach of this Agreement. Magnifica Air’s failure to insist upon strict compliance with this Agreement by any Member will not be deemed a waiver of any rights or remedies Magnifica Air may have against that or any other Member. Magnifica Air may waive compliance with this Agreement in its sole discretion and may run promotions from time to time that provide enhanced benefits to select Members.

11.1.8 Modification of Program. Except as otherwise expressly prohibited or limited by applicable laws, Magnifica Air has the right to change, limit, modify or cancel The Seven Club’s rules and this Agreement, with or without notice (subject to applicable laws), even though such changes may affect the value of the Membership or Airspace, or the ability to obtain certain benefits. Magnifica Air may, among other things: (i) increase or decrease the required Block Commitment for any Airspace; (ii) withdraw, limit, modify or cancel any benefit; (iii) add blackout dates or otherwise restrict the continued availability of certain benefits; or (iv) change program benefits, travel partners, locations served by Magnifica Air or its partners, conditions of participation, or rules governing the use of benefits.

11.1.9 Miscellaneous. This Agreement and all Annexes attached and incorporated hereto constitutes the entire agreement between the Parties. Neither party may assign this Agreement without written consent of the other party. Notwithstanding the foregoing, Magnifica Air shall have the right to assign or transfer this Agreement without the Client’s prior written consent (a) to an affiliate, parent or subsidiary, in which event all the rights and powers of Magnifica Air and remedies available to it under this Agreement shall extend to and be enforceable by such affiliate; or (b) in connection with the sale of all or substantially all of the assets of Magnifica Air or other disposition of all or substantially all of the assets of Magnifica Air. If any provision is held invalid, the remainder shall continue in full force and effect.