WIXLIB

INTERNATIONAL CORPORATE JET & HELICOPTER FINANCECONFERENCEFebruary 2014

DAVID BAXTCo-Founder & PresidentWheels Up, LLCO: 212.257.5242E: dbaxt@wheelsup.comJAMES PALENHead of Aviation Capital MarketsJefferies LLCO: 203.708.6574E: jpalen@jefferies.com2

FOR THE PAST 12 YEARS, WE’VE KEPT OUR EARSTO THE GROUND AND EYES ON THE SKY TO BESTUNDERSTAND THE PRIVATE AVIATION CONSUMER In 2001, members of our team founded Marquis Jet, the first fractional jet card program- Revolutionized and democratized the private aviation industry as well as significantlygrew the category In 2013, Wheels Up is the first membership-based, high-tech and high-touch privateaviation club- Wheels Up projects a membership base of 10,000-15,000 individuals and corporations,flying an average 20-30 hours annually, each logging 200,000 aggregate flight hours- Members will spend 100,000 - 125,000 per year, generating between 1 billion - 2 billion in revenue Wheels Up is a total private aviation solution offering access to a never-before-utilizedclosed-fleet that will significantly lower the entry point to private aviation3

TODAY, THERE ARE ONLY FOUR WAYS TO PARTICIPATE INPRIVATE AVIATIONHIGH 5,000 / HHHNW & Corp. Ties up substantial capital Must fly 300 hours to justifyFULLFRACTIONAL 7,500 / HHNW & Corp. Significant capital commitment Multi-year contract Residual value riskCARD PROGRAMSLOW1 Spendingover 30k per annum.CHARTER 10,000 / HNW & Corp. Restrictive 25 hour annual commitment Aircraft specific 50,000 / HNW & Corp.1 Misaligned interests Inconsistent Open-fleet4

WHEELS UP CLUB MEMBERSHIP WILL EXPAND THE CURRENTPRIVATE AVIATION PYRAMIDFULL5,000 FRACTIONAL7,500 Add 5,000 new clubmembers who primarilyfly commercial airlines asfirst and business classpassengers1CARD PROGRAMS10,000 WHEELS UP CLUB MEMBERSHIPDraw 3,500 club members fromfractional jet ownership andfractional card programsDraw 4,500 club membersfrom the charter marketCHARTER50,000 1 Thereare more than seven million individuals in the USA with over one million in net worth.5

WHEELS UP WILL REDEFINE THE PRIVATE AVIATIONINDUSTRY WITH A CLUB MEMBERSHIP, CLOSED-FLEET,BUSINESS MODELCharge a one-time clubmembership initiationfee with annual duesthereafterAccess to a neverbefore-utilized closedfleet at a fixed cost perflight hour. No upfrontblock hour purchase orrequired minimumflyingWorld-class, membersonly entertainmentfeaturing A-list celebritiesand unique networkingopportunities that paynumerous dividendsbeyond private air travelAccess to proprietarytechnology which canbe used to lower thecost of private aviation6

WHEELS UP WILL MANAGE A “MISSION-APPROPRIATE”TOTAL SOLUTION FOR THE SOPHISTICATED PRIVATEAVIATION CONSUMERKing AirLight JetMidsize JetHeavy JetPrivate ShuttleThe average fractional / card program flight is less than two hours in length.7

WHEELS UP WILL INITIALLY FOCUS ON EIGHT KEY SERVICEAREAS WITH THE STRONGEST BUSINESS AND REGIONALDEMANDSEATTLELONDONCHICAGONYCDENVERLOS ANGELESDALLASPALM BEACH8

WHEELS UP TECHNOLOGY APPLICATIONS WILL MAXIMIZETHE USER EXPERIENCE WHILE REDUCING THE OVERALL COSTOF FLYINGRESERVEHITCHSPLITFLASHMembers can requestand confirm a flight.Features include: Flight tracking Custom catering GroundtransportationMembers can post anitinerary so that othermembers may jointhereby, potentiallyreducing the cost ofthe posting Member’sflight. Club Memberswill have the ability tonegotiate access toavailable seats andpaymenton a per seat basis.Members can posttheir desire to sharethe cost of a flight ona pro-rata basis (notper seat) and jointlycontact Wheels Upto arrange the flighton their behalves.Utilizes the crowdsourcing model. Whena set amount ofmembers request aflight, Wheels Up iscontacted to arrangethe flight on theirbehalf.PRIVATESHUTTLEMember only flightsto selected eventsby the seat (e.g.Super Bowl, TheMasters, Art Basel).9

WORLD-CLASS PARTNERSHIPS Total Aviation Solutions:- Access to the core King Air fleet at a significantlylower operating cost King Air aircraft are perfectly suited forregional flying King Air fleet to be operated by GAMAAviation- Strategic partnerships to provide members withtotal flying solutions and superior operations: Vista Jet: Exclusive partnership for 12Global 5000 / 6000’s to be operated inNorth America Cessna: Will provide Citation jets forWheels Up’s exclusive use Additional alliances with Jet Suite, JetAviation, Heliflite and Sky Service foradditional fixed and rotary wing offerings10

WHEELS UP’S RECORD KING AIR ORDER & PARTNERSHIPWITH BEECHCRAFT Wheels Up’s 1.4 billion order provides members withaccess to a fleet of the most economical and practicaltwin-engine aircraft for regional travel, the Beechcraft350i Beechcraft agreement includes exclusivity, ensuringWheels Up will be the only King Air Operator in a fleetformat Wheels Up has placed an order for 105 Beechcraft 350iaircraft, 35 of which are expected to be delivered by themiddle of 2015:Oct 20131Nov 20134Dec 20134Q1 20144Q2 20146Q3 20144Q4 20144Q1 20154Q2 2015411

FINANCING THE LARGEST EVER COMMERCIAL KING AIRAIRCRAFT ORDERIn November 2013, Jefferies arranged a 100 million delayed draw term loan facility- Provided long-term secured funding for 22 aircraft expected to deliver overfollowing 12 months- Completed in tandem with Wheels Up’s successful equity raise- Significant flexibility to company to complete launch and build-outJefferiesNovember 2013UndisclosedInitial CapitalizationSole Financial Advisor 100,000,000Secured Credit FacilitySole ArrangerCredit strengths included management team, business plan, and structuralenhancements- Led by Kenny Dichter, a pioneer in the expansion and democratization of privateaviation- Sales and operational team with significant industry experience- Strong support from airframe and engine manufacturer- Overcollateralization; Gama as operator; financial covenants12

STRUCTURING AND MARKETING: NOT YOUR TYPICAL GENERALAVIATION TRANSACTIONWheels Up approached the finance market with a different strategy as it was looking for a different type of lender- Primary focus was on the King Air 350i; broad user base, proven performance and reliability; strong residualvalueThe loan facility was structured to include a number of features typically included in syndicated aviation deals- EETC style depositary facility to prefund certain deliveries; Section 1110 benefit accrued to lenders- Club-style syndication to institutions with long-term investment focus- Assignment of manufacturer and engine service programsTHE CREDIT: WHEELS UPTHE ASSET: KING AIR 350i13

STRUCTURING AND MARKETING: NOT YOUR TYPICAL GENERALAVIATION TRANSACTIONTHE CREDIT: WHEELS UPStart Up / New Entrant- Didn’t fit borrower profile of most aviationlenders- Simultaneous retail equity and institutionaldebt raises- Selection of 135 partner; negotiation of jetlift partners- Onboarding of first 150 membersConservative Financial Model- Combination of “asset heavy” and “assetlight” strategies- Membership ramp-up governed by aircraftdelivery cadence- King Air business built out in “regional podfocus”- Flexibility built into purchase contract- Upsized equity offering due to strongdemandTHE ASSET: KING AIR 350iProven Workhorse / First Commercial Fleet- Over 7,000 King Airs built to date; 6,300 stillin service- Pratt & Whitney PT-6A with Gold ESP- Beechcraft provides all major maintenance- 350”i” offers jet-like interior and amenitiesStrategic and Core Asset to Wheels Up BusinessPlan- Ideal for Wheels Up’s regional hub model- Offers access to smaller airports withshorter runways- Lower direct operating costs open market tonew customers- Exclusivity with Beechcraft creates barriersto entry14

2013 Wheels Up. Confidential & Proprietary. All rights reserved.15

In 2001, members of our team founded Marquis Jet, the first fractional jet card program - Revolutionized and democratized the private aviation industry as well as significantly grew the category In 2013, Wheels Up is the first membership-based, high-tech and high-touch private aviation club