Document

This AMENDMENT NO. 4 (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, as further amended by Amendment No. 2 thereto, dated as of June 7, 2023, and as further amended by Amendment No. 3 thereto, dated as of March 10, 2025, the “LLC Agreement”), of Wheels Up Partners Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of April 24, 2026, by and among the Company and Wheels Up Experience Inc., a Delaware corporation (the “Managing Member” or “PubCo”). Except as otherwise provided herein, capitalized terms used herein shall have the meanings set forth in the LLC Agreement.

WHEREAS, at the 2025 annual meeting of stockholders of PubCo held on June 10, 2025 (the “2025 Annual Meeting”), the stockholders of PubCo approved a voting proposal to authorize the Board, in its discretion, to effect at any time prior to the 2026 annual meeting of stockholders of PubCo, (i) a reverse stock split of PubCo’s outstanding shares of Class A Common Stock at a reverse stock split ratio of not less than 1-for-5 and not greater than 1-for-20, with an exact ratio within that range as may be determined by the Board at a later date (the “2026 Reverse Stock Split”) and (ii) contemporaneously with the 2026 Reverse Stock Split, a reduction in the number of authorized shares of Class A Common Stock by a ratio corresponding to the reverse stock split ratio (the “2026 Authorized Share Reduction”);

WHEREAS, on April 13, 2026, the Board approved an amendment to PubCo’s Amended and Restated Certificate of Incorporation to, among other things, effect the 2026 Reverse Stock Split at a reverse stock split ratio of 1-for-20, and to contemporaneously effect the 2026 Authorized Share Reduction, in each case effective immediately after the close of trading on The New York Stock Exchange on April 24, 2026 by filing a Certificate of Amendment to Amended and Restated Certificate of Incorporation of PubCo with the Secretary of State of the State of Delaware at or prior to such time;

WHEREAS, pursuant to Section 4.1(i) of the LLC Agreement, PubCo shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding PubCo Common Stock or any other class or series of Equity Security of PubCo, unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Units or other related class or series of Equity Security of the Company, with corresponding changes made with respect to any applicable exchangeable or convertible Equity Securities of the Company and PubCo; and

WHEREAS, the Company and Managing Member desire to enter into this Amendment to amend the LLC Agreement pursuant to Section 12.1(b) thereof to effect an identical combination of the outstanding Units and Equity Securities of the Company with corresponding changes made to the Class A Common Stock as a result of the Reverse Stock Split.

a.The definitions of “PubCo Reverse Stock Split”, “PubCo RSS Ratio” and “PubCo RSS Effective Time” in Section 1.1 of the LLC Agreement are hereby deleted in their entirety.

b.The following definitions of “PubCo 2023 Reverse Stock Split”, “PubCo 2023 RSS Effective Time”, “PubCo 2023 RSS Ratio”, “PubCo 2026 Reverse Stock Split”, “PubCo 2026 RSS Effective Time”, “PubCo 2026 RSS Ratio” and “PubCo Cumulative RSS Ratio” are each hereby added in their entirety to Section 1.1 of the LLC Agreement as follows:

““PubCo 2023 Reverse Stock Split” means the reverse stock split of the issued shares of Class A Common Stock (including issued and outstanding shares and treasury stock) at the PubCo 2023 RSS Ratio and contemporaneously therewith, a corresponding reduction in the number of authorized shares of Class A Common Stock by the PubCo 2023 RSS Ratio, in each case effective as of the PubCo 2023 RSS Effective Time.”

““PubCo 2026 Reverse Stock Split” means the reverse stock split of the issued shares of Class A Common Stock (including issued and outstanding shares and treasury stock) at the PubCo 2026 RSS Ratio and contemporaneously therewith, a corresponding reduction in the number of authorized shares of Class A Common Stock by the PubCo 2026 RSS Ratio, in each case effective as of the PubCo 2026 RSS Effective Time.”

““PubCo Cumulative RSS Ratio” means 1-for-200, reflecting the cumulative effect of the PubCo 2023 RSS Ratio and PubCo 2026 RSS Ratio as of the PubCo 2026 RSS Effective Time.”

““First Tier Vesting Event” means the occurrence of (i) the “First Earnout Achievement Date” under the Merger Agreement or (ii) the events described in Section 3.4(e)(i) of the Merger Agreement, in each case, subject to the provisions and limitations set forth in Section 3.4 of the Merger Agreement and, effective as of the PubCo 2026 RSS Effective Time, as equitably adjusted to reflect the PubCo Cumulative RSS Ratio and the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board.”

““Full Vesting Event” means, with respect to all EO Units, the occurrence of the events described in Section 3.4(e)(iii) of the Merger Agreement, in each case, as of the PubCo 2026 RSS Effective Time, as equitably adjusted to reflect the PubCo Cumulative RSS Ratio and the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board.”

““Hurdle Amount” means, for each Series of PI Unit issued and outstanding and held by MIP LLC as of the PubCo 2026 RSS Effective Time, the Hurdle Amount per PI Unit set forth on Schedule A (which, for the avoidance of doubt, reflects equitable adjustments corresponding to the PubCo Cumulative RSS Ratio relative to the Hurdle Amounts as of the Effective Time). For purposes of this definition, the term “PI Units” shall include (and such PI Units shall be treated as a continuation of) each Series of Profits Interests that were issued to MIP LLC prior to the date hereof and which were converted to a corresponding Series of PI Units pursuant to the Merger Agreement.”

““Second Tier Vesting Event” means the occurrence of (i) the “Second Earnout Achievement Date” under the Merger Agreement or (ii) the events described in Section 3.4(e)(ii) of the Merger Agreement, in each case, subject to the provisions and limitations set forth in Section 3.4 of the Merger Agreement and, effective as of the PubCo 2026 RSS Effective Time, as equitably adjusted to reflect the PubCo Cumulative RSS Ratio and the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board.”

““Third Tier Vesting Event” means the occurrence of (i) the “Third Earnout Achievement Date” under the Merger Agreement or (ii) the events described in Section 3.4(e)(iii) of the Merger Agreement, in each case, subject to the provisions and limitations set forth in Section 3.4 of the Merger Agreement and, effective as of the PubCo 2026 RSS Effective Time, as equitably adjusted to reflect the PubCo Cumulative RSS Ratio and the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board.”

Section 3.1 Equitable Adjustments Resulting From PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split. For purposes of this Agreement, effective as of the PubCo 2026 RSS Effective Time, it is the intention of the parties hereto that any outstanding class or series of Units or interests of the Company, MIP LLC or MIP RI LLC reflect all necessary equitable adjustments as a result of each of the PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split, as closely as possible and in each case with respect to the number of Units or interests or Hurdle Amount or other exercise, hurdle, strike, vesting or other similar price, and to preserve the intended economic value for such Units or interests, such that as of the PubCo 2026 RSS Effective Time, among other things:

(a)the number of Common Units shall be deemed to have been reduced by the PubCo Cumulative RSS Ratio in the same manner as such reduction occurred for the outstanding Class A Common Stock, including with respect to the treatment(s) of fractional shares of Class A Common Stock as determined by the Board;

(b)any number of outstanding Units or interests other than Common Units, whether vested or unvested, shall be deemed to have been reduced by the PubCo Cumulative RSS Ratio and, with respect to any outstanding PI Units, Restricted Interests and EO Units (except to the extent vested and exchanged for shares of Class A Common Stock prior to the PubCo 2026 RSS Effective Time), shall be reduced to reflect the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board;

(c)with respect to the EO Units and any related defined terms used herein which are as set forth in the Merger Agreement and/or Sections 3.3(b), 3.3(c) and 3.4 of the Merger Agreement, effective as of the PubCo 2026 RSS Effective Time:

(i)any number of Wheels Up EO Units (as defined in the Merger Agreement) issuable shall be reduced by the PubCo Cumulative RSS Ratio, including such Wheels Up EO Units referred to in Section 3.3(b), 3.3(c) and 3.4 of the Merger Agreement;

(ii)for purposes of determining “Effective Time Company Fully Diluted Shares” for any calculation, such “Effective Time Company Fully Diluted Shares” shall be reduced by the PubCo Cumulative RSS Ratio and further reduced to reflect the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board;

(iii)for purposes of calculating “First Earnout Fully Diluted Shares”, “Second Earnout Fully Diluted Shares” and “Third Earnout Fully Diluted Shares”, any fractional PI Units or Restricted Interests forfeited or cancelled as a result of the PubCo 2023 Reverse Stock Split or PubCo 2026 Reverse Stock Split, as applicable, due to the corresponding treatment of fractional Units, interests and shares, as applicable, as determined by the Board, shall reduce such number of shares as of the PubCo 2023 RSS Effective Time or PubCo 2023 RSS Effective Time, as applicable; and

(iv)any minimum VWAP (as defined in the Merger Agreement) dollar threshold with respect to the “First Earnout Achievement Date,” “Second Earnout Achievement Date” and “Third Earnout Achievement Date” shall be deemed to have been increased as follows: (y) effective as of the PubCo 2023 RSS Effective Time: (A) the applicable minimum VWAP dollar threshold, multiplied by (B) the inverse of the PubCo 2023 RSS Ratio (i.e., 10:1); and (z) effective as of the PubCo 2026 RSS Effective Time: (A) the applicable minimum VWAP dollar threshold, multiplied by (B) the inverse of the PubCo Cumulative RSS Ratio (i.e., 200:1).”

j.Effective as of the PubCo 2026 RSS Effective Time, Schedule A to the LLC Agreement is hereby deleted and replaced in its entirety with Schedule A attached hereto.

2.LLC Agreement. Except as provided herein, the LLC Agreement remains in full force and effect and is ratified in all respects. On and after the effectiveness of this Amendment, each reference in the LLC Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the LLC Agreement in any other agreements, documents or instruments executed and delivered pursuant to the LLC Agreement shall mean and be a reference to the LLC Agreement, as amended by this Amendment.

3.Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. No Party shall raise the use of email or other electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of email or other electronic transmission as a defense to the formation or enforceability of a contract and each Party forever waives any such defense.

4.Governing Law. This Amendment and all claims or causes of action based upon, arising out of, or related to this Amendment or the matters contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

(As Adjusted to Reflect the Cumulative Effect of the PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split, effective as of the PubCo 2026 RSS Effective Time)


PI Unit Series			Hurdle Amount* ($ per PI Unit)
Series 1, 2, 2A			436.00
Series 3			594.00
Series 4			1,098.00
Series 5			1,300.00
Series 6, 7			1,408.00
Series 8, 9, 10			1,512.00
Series 11			1,676.00
Series 12			1,738.00

* Hurdle Amounts in the table above reflect the Hurdle Amount as of the Effective Time, multiplied by the inverse of the PubCo Cumulative RSS Ratio, and rounded down to the nearest whole cent.

1.Effective Time Common Units, PI Units and EO Units (as adjusted to reflect the PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split, effective beginning as of the PubCo 2026 RSS Effective Time):*

Name

Common Units

PI Units

EO Units

Address

Wheels Up Experience Inc.

839,615

2135 American Way

Chamblee, Georgia 30341

Wheels Up Blocker Sub LLC

386,447

2135 American Way

Chamblee, Georgia 30341

Wheels Up MIP LLC

145,209

(see below for Series and Hurdle Amounts)

6,466

2135 American Way

Chamblee, Georgia 30341

Wheels Up MIP RI LLC

1,034

2135 American Way

Chamblee, Georgia 30341

2.PI Units by Series, with corresponding Hurdle Amount (as adjusted to reflect the PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split, effective as of the PubCo 2026 RSS Effective Time):*


PI Unit Series	Hurdle Amount** ($ per PI Unit)	Number of PI Units
Series 1, 2, 2A	436.00	18,145
Series 3	594.00	3,389
Series 4	1,098.00	15,164
Series 5	1,300.00	27,079
Series 6, 7	1,408.00	31,484
Series 8, 9, 10	1,512.00	42,157
Series 11	1,676.00	6,871
Series 12	1,738.00	920

* Unit counts in Tables 1 and 2 above reflect adjustments as a result of the PubCo Cumulative RSS Ratio and rounding down to the nearest whole Unit, which represents the maximum number of Units that could have been issued and outstanding as of the Effective Time taking into account the cumulative effects of the PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split. The Company’s internal records will be updated to reflect the actual number of issued and outstanding Common Units, PI Units and EO Units as of the PubCo 2026 RSS Effective Time, including to reflect any issuances, cancellations or forfeitures of Units or interests prior to or as of the PubCo 2026 RSS Effective Time.

** Hurdle Amounts in Table 2 above reflect the Hurdle Amount as of the Effective Time, multiplied by the inverse of the PubCo Cumulative RSS Ratio, and rounded down to the nearest whole cent.