HILLSBOROUGH COUNTY AVIATION AUTHORITY AMENDMENT NO. 18 TO AMENDMENT AND RESTATEMENT OF LEASE AND LICENSE AGREEMENT FOR

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1 HILLSBOROUGH COUNTY AVIATION AUTHORITY AMENDMENT NO. 18 TO AMENDMENT AND RESTATEMENT OF LEASE AND LICENSE AGREEMENT FOR COMMERCIAL FIXED BASE OPERATION TAMPA EXECUTIVE AIRPORT SKYPORT HOLDINGS TAMPA, LLC d/b/a VOLO AVIATION Board Date: PREPARED BY: HILLSBOROUGH COUNTY AVIATION AUTHORITY REAL ESTATE DEPARTMENT ATTN: MARSHA DANIELSON TAMPA INTERNATIONAL AIRPORT P. O. BOX TAMPA, FLORIDA 33622

2 HILLSBOROUGH COUNTY AVIATION AUTHORITY AMENDMENT NO. 18 TO AMENDMENT AND RESTATEMENT OF LEASE AND LICENSE AGREEMENT FOR COMMERCIAL FIXED BASE OPERATION TAMPA EXECUTIVE AIRPORT THIS AMENDMENT to that certain Amendment and Restatement of Lease and License Agreement for Commercial Fixed Base Operation at, dated February 4, 1999, by and between HILLSBOROUGH COUNTY AVIATION AUTHORITY, a public body corporate under the laws of the State of Florida (hereinafter referred to as the "Licensor"), and SKYPORT HOLDINGS TAMPA, LLC d/b/a VOLO AVIATION, a limited liability company organized and operating under the laws of the State of Florida and authorized to conduct business in the State of Florida (hereinafter referred to as "Licensee") (hereinafter individually and collectively referred to as "Party" or "Parties"), is entered into this day of, 2015 (hereinafter referred to as "Amendment No. 18"). WITNESSETH: WHEREAS, on February 4, 1999, Licensor and Leading Edge Aviation Services, Inc. entered into an Amendment and Restatement of the Lease and License Agreement for Commercial Fixed Base Operation (hereinafter referred to as the Agreement ); and WHEREAS, on June 1, 2000, the Agreement was amended to incorporate a settlement agreement addressing delays in completion of the new terminal building; add the requirement to maintain hangar keeper's liability insurance; add a provision for transition to 24-hour staffing; and adjust the term (hereinafter referred to as "Amendment No. 1"); and WHEREAS, on August 2, 2001, the Agreement was amended to delete the minimum fee requirement on specific office space; to provide for reevaluation and adjustment of utility fees and charges; to adjust staffing requirements; and to reimburse for public facility supplies (hereinafter referred to as "Amendment No. 2"); and WHEREAS, on October 4, 2001, the Agreement was amended to temporarily adjust the minimum hours of operation (hereinafter referred to as "Amendment No. 3"); and WHEREAS, on December 13, 2001, the Agreement was amended to provide relief measures resulting from the Federal Aviation Administration s airspace restrictions from September 11, 2001 through October 17, 2001 (hereinafter referred to as "Amendment No. 4"); and WHEREAS, on March 7, 2002, the Agreement was amended to add two new hangar facilities known as Storage Hanger C and T-Hangar 3 (hereinafter referred to as "Amendment No. 5"); and Amendment No. 18 to Amendment & Restatement of April 17, 2015

3 WHEREAS, on September 23, 2002, the Agreement was amended to temporarily waive the required annual audited statement of gross receipts for the 2002 Agreement year (hereinafter referred to as "Amendment No. 6"); and WHEREAS, on April 9, 2003, as a result of difficulty in securing tenants, the Agreement was amended to remove the minimum annual rent obligation for Storage Hangar C for the initial term of the Agreement while retaining the requirement to pay a graduating percentage of gross rental receipts (hereinafter referred to as "Amendment No. 7"); and WHEREAS, on July 10, 2003, the Agreement was amended to reduce the minimum annual rent as a result of the conversion of a shade hangar to a tie-down area and to correct a scrivener s error (hereinafter referred to as "Amendment No. 8"); and WHEREAS, on November 6, 2003, the Agreement was amended to incorporate by reference the Licensor s Operating Directive for contractual insurance terms and conditions (hereinafter referred to as "Amendment No. 9"); and WHEREAS, on May 7, 2004, the Agreement was amended to temporarily waive the required annual audited statement of gross receipts for the 2003 Agreement year (hereinafter referred to as "Amendment No. 10"); and WHEREAS, on April 7, 2005, the Agreement was amended to temporarily adjust the minimum annual rental for T-Hangar 7 and T-Hangar 12 during construction of the planned renovations; to add the new hangar facility known as T-Hangar 2; to clarify the due date for payment of electrical service; and to revise Exhibit 1 accordingly (hereinafter referred to as "Amendment No. 11"); and WHEREAS, on June 27, 2005, the Agreement was amended to incorporate the terms and conditions of the settlement agreement dated May 2005; to clarify the remedy for failure to provide reports or to pay fees and charges required under the Agreement; to provide for the exercise of an additional fiveyear renewal period under terms and conditions mutually agreeable to both Parties; and to correct the minimal annual rental adjustment for T-Hangars 7 and 12 during construction of planned renovations (hereinafter referred to as "Amendment No. 12"); and WHEREAS, on October 6, 2005, the Agreement was amended to replace the requirement to submit an independent annual certified statement of gross receipts with the requirement to provide a written statement of annual gross receipts certified by the president and to require submittal of monthly tenant listing reports (hereinafter referred to as "Amendment No. 13"); and Amendment No. 18 to Amendment & Restatement of April 17, 2015

4 WHEREAS, on June 1, 2006, the Agreement was amended to delete the requirement to provide environmental and fuel tank insurance; to add the requirement to maintain in-flight hangarkeeper s insurance; to incorporate standard environmental regulations; and to delete contract language that had previously been deleted or restated (hereinafter referred to as "Amendment No. 14"); and WHEREAS, on June 1, 2006, the Parties entered the first renewal period, which extended the term of the Agreement to May 31, 2010; and WHEREAS, on August 9, 2006, the Parties amended the Agreement to remove the minimum annual rent requirement for Hangar C for the remainder of the first renewal period (hereinafter referred to as "Amendment No. 15"); and WHEREAS, on May 7, 2009, the Parties amended the Agreement to extend the term by adding a five-year renewal option to terminate May 31, 2020; to maintain the agent's fee on existing hangar rental receipts at 40% effective October 1, 2009 through the third renewal option period; to add the newly constructed fully enclosed 17-space T-Hangar N in Area D to the rental property with a leasing agent's fee of 40% effective May 1, 2009 through the third renewal option period; to establish hangar rental rate controls by the Licensor; to provide that the Licensor pays utility charges for the rental hangars; to eliminate facility use charges previously assessed by the FBO operator on hangar rentals; and to recognize the change of the name of Vandenberg Airport to in the Agreement period (hereinafter referred to as "Amendment No. 16"); and WHEREAS, on May 1, 2014, the Licensor consented to an assignment and assumption of the Agreement from Leading Edge Aviation Services, Inc. to Licensee; and WHEREAS, on May 1, 2014, the Parties amended the Agreement to extend the existing term of the Agreement to May 31, 2024 and to provide an opportunity for renegotiation of the Agreement at a later date (herein after referred to as Amendment No. 17 ); and WHEREAS, this Amendment designates Hangar A, B and C as commercial and storage hangars, permits sublessees to perform certain services with the written consent of Licensor s Chief Executive Officer or designee, adds a security deposit requirement, and revises notice contact information. NOW, THEREFORE, for and in consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency whereof are hereby mutually acknowledged, the Parties do agree that the Agreement is amended as follows: 1. The above recitals are true and correct and are incorporated herein. Amendment No. 18 to Amendment & Restatement of April 17, 2015

5 2. Any and all references in the Agreement to Executive Director or Interim Executive Director will henceforth mean Chief Executive Officer. 3. Any and all references in the Agreement to Storage Hangar B or Aircraft Storage Hangar B will henceforth mean Hangar B. 4. Any and all references in the Agreement to Storage Hangar C or Aircraft Storage Hangar C will henceforth mean Hangar C. 5. ARTICLE 1, PREMISES AND PRIVILEGE, Paragraph 1.5, Privileges, Uses and Rights, Subparagraph O, is hereby deleted in its entirety and replaced by the following: O. With reference to T-Hangar 2, T-Hangar 3, T-Hangar N, Shade Hangar 4, Shade Hangar 5, T-Hangar 7, Taxi-Thru Hangar 8, Taxi-Thru Hangar 9, Taxi-Thru Hangar 10, Taxi-Thru Hangar 11, T-Hangar 12, T-Hangar 13, and T-Hangar 14 as shown on Exhibit 1, Leased Premises, such hangars are to be used for the storage of aircraft with the specific right hereby being granted to the Licensee to sublease to tenants the hangar units and associated storage rooms. 6. ARTICLE 1, PREMISES AND PRIVILEGE, Paragraph 1.5, Privileges, Uses and Rights, is hereby amended by adding the following Subparagraph P: P. With reference to Hangar A, Hangar B and Hangar C as shown on Exhibit 1, Leased Premises, such hangars are designated for use as commercial and/or storage hangars. 7. ARTICLE 1, PREMISES AND PRIVILEGE, Paragraph 1.6, Minimum General Aviation Commercial Services to be Provided by Licensee, is hereby deleted in its entirety and replaced by the following: 1.6 Minimum General Aviation Commercial Services to be Provided by Licensee: As part of the consideration hereunder, Licensee shall provide with its own employees, a minimum of the following services: A. Tie-down and hangar storage; B. Sale and into plane dispensing of aviation fuels; C. Adequate ramp service for general aviation aircraft users, with a qualified attendant available on the ramp for the purpose of providing aircraft guidance, aircraft parking, tie-down and after hour on-call service; and D. Operation of a fuel farm facility for the storage, handling and delivery of aviation fuel products. Amendment No. 18 to Amendment & Restatement of April 17, 2015

6 It is understood that Licensee has submitted a Proposal to the Licensor for the operation of the commercial fixed base operation at the Airport entitled, Proposal and Business Plan dated July 11, 1994 and said Proposal and Business Plan has been amended by Business Plan Revision dated July 11, 1998, and said Proposal and Amendment have been used as the basis for the award of this License. The Proposal, in its entirety, is attached hereto (Attachment #1) and becomes a part hereof and said Proposal shall constitute a commitment on behalf of Licensee to perform satisfactorily and in accordance with the Proposal. To the extent that the Proposal commits to general aviation commercial services beyond the minimum services contained herein, the provisions of the Proposal shall govern. 8. ARTICLE 4, OBLIGATIONS OF LICENSEE, Paragraph 4.1, Licensee Covenants and Agrees as follows, is hereby amended by adding the following Subparagraph U: U. Security for Payment 1. Unless Licensee has maintained an agreement similar to this Agreement with Licensor during the 18 months prior to the commencement date of this Agreement without the occurrence of any act or omission that would have been an event of default enumerated in this Agreement, Licensee shall secure payment for the rents, tax assessments, charges, fees and other payments required hereunder. In such event, Licensee shall comply with either of the following two options prior to the commencement of this Agreement and maintain such security in effect during the term of this Agreement: a. Licensee shall post with Licensor a separate surety bond to be maintained throughout the term of this Agreement in an amount equal to three months rent of the Leased Premises and fees as required hereunder. Such bond shall be issued by a surety company acceptable to Licensor and authorized to do business in the State of Florida, and shall be in a form and content satisfactory to Licensor; or b. Licensee shall deliver to Licensor a separate irrevocable letter of credit drawn in favor of Licensor upon a bank that is satisfactory to Licensor and that is authorized to do business in the State of Florida. Said irrevocable letter of credit shall be in an amount equal to three months rent of the Leased Premises and fees as required hereunder. 2. In the event Licensee fails to perform the payment terms and conditions of this Agreement, Licensor, in addition to any other rights and remedies available to Amendment No. 18 to Amendment & Restatement of April 17, 2015

7 Licensor at law or in equity, may at any time apply the security or any part thereof toward the payment of Licensee's obligations under this Agreement. In such an event, within five days after notice, Licensee shall restore the security to its original amount. Licensor shall not be required to pay Licensee any interest on the security. 3. In the event Licensee has satisfactorily performed all payment terms, conditions and covenants contained herein for 18 consecutive months, any security provided pursuant to this Article may be returned to Licensee upon written request. Upon the expiration of this Agreement, Licensor shall return any security provided pursuant to this Article within 30 days subject to any outstanding rents, fees or other payments due hereunder. 4. Notwithstanding the foregoing, Licensor shall have the right in its sole discretion to impose or re-impose the requirements of Paragraph 1 above on Licensee upon occurrence of any act or omission that would have been an event of default enumerated in this Agreement. 9. ARTICLE 6, MAINTENANCE OBLIGATIONS OF LICENSEE, Paragraph 6.2, Subparagraph C, is hereby deleted in its entirety and replaced by the following: C. Hangars A, B, and C and Aircraft T-Hangars 7 (Hangar No ), 12 (Hangar No ), 13 (Hangar No ), and 14 (Hangar Nos ): Licensee shall be responsible for all maintenance, repair, and upkeep of the interior of such hangars, including routine maintenance of the structural beams, purlins, interior metal partitions and other interior structures. Licensee shall re-lamp and maintain electrical fixtures and outlets. Licensee shall maintain the floor within the hangars, and shall provide routine maintenance (routine lubrication and minor adjustment) of hangar doors. Licensee shall be responsible for the cost of all utilities (electricity, water, gas, telephone, refuse, garbage collection, etc.), all lawful taxes, use and occupancy permits or licenses required by law. It is anticipated that Licensor shall undertake a Capital Improvement Project during the term of this Agreement to rehabilitate Hangar Buildings No. 7, 12 and 14. During these rehabilitation projects, Licensee and Licensor understand that it shall be necessary to vacate those hangar units. No claims for loss of use shall be made by Licensee during these periods. 10. ARTICLE 7, RENTALS AND FEES, Paragraph 7.1, Subparagraph B, Minimum Privilege Fee, is hereby deleted in its entirety and replaced by the following: Amendment No. 18 to Amendment & Restatement of April 17, 2015

8 B. Minimum Annual Privilege Fee: The Minimum Annual Privilege Fee is the greater of Twenty-Five Thousand Dollars ($25,000.00), payable in monthly installments of $2,083.33, or three percent (3%) of Gross Receipts plus one point four percent (1.4%) of Turbine Engine Outside Services Gross Receipts, as adjusted in accordance with Article 7.4.E. 11. ARTICLE 7, RENTALS AND FEES, Paragraph 7.1, Subparagraph C, is hereby deleted in its entirety and replaced by the following: C. Hangar A, B and C: The minimum annual rental shall be Sixty percent (60%) of the Gross Rental Receipts. 12. ARTICLE 7, RENTALS AND FEES, Paragraph 7.1, Subparagraph D, is hereby deleted in its entirety and replaced by the following: D. Hangar Building Numbers 4, 5, 7, 8, 9, 10, 11, 12, 13 and 14: The minimum annual rental shall be Sixty percent (60%) of the Gross Rental Receipts. 13. ARTICLE 7, RENTALS AND FEES, Paragraph 7.1, Subparagraph E, is hereby deleted in its entirety and replaced by the following: E. Office Rentals- FBO Terminal Building: The minimum annual rental shall be Eighty-eight percent (88%) of the Gross Rental Receipts. 14. ARTICLE 7, RENTALS AND FEES, Paragraph 7.1, Subparagraph J, is hereby deleted in its entirety and replaced by the following: J. T-Hangars 2, 3, and N: The minimum annual rental shall be Sixty percent (60%) of the Gross Rental Receipts. 15. ARTICLE 7, RENTALS AND FEES, Paragraph 7.1, Subparagraphs L, M, and N, are hereby deleted in their entirety and replaced by the following: L. This subparagraph is intentionally deleted. M. This subparagraph is intentionally deleted. N. This subparagraph is intentionally deleted. 16. ARTICLE 7, RENTALS AND FEES, Paragraph 7.2, Gross Receipts, is hereby deleted in its entirety and replaced by the following: Amendment No. 18 to Amendment & Restatement of April 17, 2015

9 7.2 Gross Receipts: A. The term Gross Receipts as used herein shall be construed to mean, for all purposes hereof, the aggregate dollar amount of all sales made and services performed (whether for cash, credit or otherwise) of every kind and nature, together with the aggregate dollar amount of all exchange of goods, wares, merchandise and services for like property or services, valued at the retail market price thereof, as if the same had been sold for cash or for the fair and reasonable value thereof. The only exclusions to the above definitions shall be: 1. Refunds and discounts to customers which have been included in gross sales. 2. The amount of any sales, use, and excise taxes levied upon retail sales where such tax has been charged to the customer. 3. Aircraft sales, fuel sales, and Gross Rental Receipts from Hangars A, B and C, Hangar Building Numbers 4-14, T-Hanger 2, T-Hangar 3, and T- Hangar N, and Office Rentals. 4. Aircraft charter operations. 5. Vending machine income. B. The term Gross Rental Receipts as used herein shall be construed to mean, for all purposes hereof, the aggregate dollar amount of all rents from the leasing or subleasing of the Leased Premises described herein (whether for cash, credit or otherwise) of every kind and nature, together with the aggregate dollar amount of all exchanges of goods, wares, merchandise and services for like property or services, valued at the retail market price thereof, as if the same had been sold for cash or for the fair and reasonable value thereof. C. The term Turbine Engine Outside Services Gross Receipts shall be construed to mean, for all purposes hereof, the aggregate amount of all sales made and services performed by an outside service provider on a complete turbine engine assembly removed from the associated aircraft by Licensee and sent out by Licensee for repair or overhaul at the outside service provider s facility for cash or credit, or otherwise, of every kind, name and nature, together with the aggregate Amendment No. 18 to Amendment & Restatement of April 17, 2015

10 amount of all exchange of goods, wares, merchandise, and services for like property or services, at the selling price thereof, as if the same had been sold for cash or for the fair and reasonable value thereof, whichever is greater. 17. ARTICLE 7, RENTALS AND FEES, Paragraph 7.4, Subparagraphs D, E, F, and G are hereby deleted in their entirety and replaced by the following: D. Annual Certified Statement: Licensor and Licensee acknowledge and agree that on or before June 15 of each year of this Agreement, Licensee shall submit a written statement (hereinafter referred to as Annual Certified Statement ) that will reflect a monthly breakdown of all Gross Receipts (exclusive of the items listed in Article 7.2 above as excluded from the definition of Gross Receipts) received by Licensee from the operation of its business at the Airport during the preceding 12-month contract year (June 1 May 31). The Annual Certified Statement shall also reflect all fuel flowage fees, landing fees, hangar rentals and any other revenues that Licensee is required to remit to Licensor under the terms of this Agreement. The Annual Certified Statement shall be certified by a senior financial officer of Licensee stating that, in his or her opinion, the Minimum Annual Privilege Fee and minimum annual rent paid by Licensee to Licensor during the reporting year was made in accordance with the terms of this Agreement. Such written statement shall be submitted in a form acceptable to Licensor. If it appears from the Annual Certified Statement that 3% of the Gross Receipts plus 1.4% of the Turbine Engine Outside Services Gross Receipts exceed the applicable Minimum Annual Privilege Fee paid by Licensee to Licensor, Licensor shall invoice Licensee for the overage of the Minimum Annual Privilege Fee due. Licensee s payment shall be due 15 days from the date of such invoice. If Licensee s Annual Certified Statement shows that Gross Receipts were overreported, Licensor shall issue a credit invoice to be taken against the next invoice payment due from Licensee. E. Adjustment of Minimum Annual Privilege Fee: The Minimum Annual Privilege Fee (as described in Article 7.1.B) will be adjusted each year to the greater of three percent (3%) of Licensee s Gross Receipts plus one point four percent (1.4%) of the Turbine Engine Outside Services Gross Receipts, as shown in the Annual Certified Statement, or 85% of the previous year s Minimum Annual Privilege Fee; however, in no event, will the Minimum Annual Privilege Fee be less than Twenty-Five Thousand Dollars ($25,000.00) per year. Said adjustment of the Minimum Annual Privilege Fee shall be made by written notice from Licensor to Licensee to be effective June 1 of the then current contract year, without formal amendment of this Agreement. Amendment No. 18 to Amendment & Restatement of April 17, 2015

11 F. With respect to the percent of privilege fees and rental receipts described in this Article, it is understood and agreed that the Licensee shall, on or before the tenth (10 th ) of each month, submit a completed General Aviation Gross Receipt Form (to be provided by Licensor) along with any monies due from the previous month representing any overage above the Minimum Annual Privilege Fee and minimum hangar rentals. G. With respect to the payment of the percent of Gross Rental Receipts in Article 7.1 and 7.2, it is understood and agreed that the Licensee shall submit, on or before the tenth (10 th ) of each month, a completed General Aviation Gross Receipt Form (to be provided by Licensor) along with payment for the preceding month. H. For each month during the term of this Agreement and any renewal term, Licensee shall submit, on or before the 10 th of each month, a tenant listing showing the tenant name, facility rented, and rental rate of all tenants leasing hangars, facilities, or other property at Airport. In the case of hangar rentals, the tenant listing shall include a description of the aircraft stored in the hangar, including manufacturer, model, and year made. 18. ARTICLE 7, RENTALS AND FEES, Paragraph 7.5, Audit by Authority, is hereby deleted in its entirety and replaced by the following: 7.5 Licensor s Right to Perform Audits, Inspections, or Attestation Engagements: Upon written notice at any time or times during the term of the Agreement or within three years after the end of the Agreement, Licensor, or its duly authorized representative, shall be permitted to initiate and perform audits, inspections or attestation engagements over Licensee s books and records for the purpose of verifying the Gross Receipts hereunder or over selected operations performed by Licensee under this Agreement for the purpose of determining compliance with the Agreement. Access shall be granted to all of Licensee s records directly pertinent to this Agreement. If the records are kept at locations other than the Airport, Licensee shall arrange for said records to be brought to a location convenient to Licensor s auditors to conduct the engagement as set forth in this Article. Or, Licensee may transport Licensor s team to Licensee s headquarters for purposes of undertaking said engagement. In such event, Licensee shall pay reasonable costs of transportation, food and lodging for Licensor s team. Licensor has the right during the engagement to interview Licensee s employees, sub-consultants, and subcontractors, make photocopies, and inspect any and all records at reasonable times. Amendment No. 18 to Amendment & Restatement of April 17, 2015

12 Licensee agrees to deliver or provide access to all records requested by Licensor s auditors within 14 calendar days of the request at the initiation of the engagement and to deliver or provide access to all other records requested during the engagement within 7 calendar days of each request. The parties recognize that Licensor shall incur additional costs if records requested by Licensor s auditors are not provided in a timely manner and that the amount of those costs is difficult to determine with certainty. Consequently, the parties agree that Licensee may be charged liquidated damages of $100.00, in addition to all other contractual financial requirements, for each item in a records request, per calendar day, for each time Licensee is late in submitting requested records to perform the engagement. Accrual of fee shall continue until specific performance is accomplished. If, as a result of any engagement, it is determined that Licensee owes additional rent, fees or charges to Licensor, Licensee shall pay such amounts and Licensor may assess interest up to 12% on the amount due from the date the amount was initially due. If it is determined that Licensee has underreported Gross Receipts or underpaid fees related to Gross Receipts by three percent (3%) or more, Licensee shall also pay for the entire cost of the engagement. 19. ARTICLE 7, RENTALS AND FEES, Paragraph 7.7, Adjustment of Minimum Annual Privilege Fee, is hereby deleted in its entirety and replaced by the following: 7.7 This paragraph is intentionally deleted. 20. ARTICLE 7, RENTALS AND FEES, Paragraph 7.8, Adjustment of Minimum Annual Rental for Hangar, is hereby deleted in its entirety and replaced by the following: 7.8 This paragraph is intentionally deleted. 21. ARTICLE 7, RENTALS AND FEES, Paragraph 7.9, Adjustment of Minimum Annual Office Rentals - FBO Terminal Building, is hereby deleted in its entirety and replaced by the following: 7.8 This paragraph is intentionally deleted. 22. ARTICLE 9, ASSIGNMENT AND SUBLETTING, Paragraph 9.1, Subparagraphs B, C and D, are hereby deleted in their entirety and replaced by the following: B. The Licensee may not sell, assign, or transfer this license or any position thereof, except as provided herein. The Licensor must approve in writing the managing officers and the chief executive officers of the Licensee, and no capital stock of the Licensee shall be assigned, sold, or in any way transferred to any person or persons, firm or corporation, Amendment No. 18 to Amendment & Restatement of April 17, 2015

13 without the prior written consent and approval of the Licensor, which consent shall not be unreasonably withheld. At all times during this Agreement, Brian Ciambra shall own no less than fifty-one percent (51%) of the financial interest in the assets of the Licensee s limited liability company and shall retain a controlling interest in Licensee s limited liability company. C. Licensor shall have the right to review and approve any manager who runs the day-today operations of the facility for Licensee. Such approval shall not be unreasonably withheld. In the event Licensor is dissatisfied with such manager s performance, Licensor shall so notify Licensee in writing and Licensee shall remedy any problems identified or shall replace such manager with a new manager acceptable and approved by Licensor within thirty (30) days of notification of dissatisfaction of such manager s performance. It is agreed that Licensor does hereby approve Brian Ciambra as the Manager who shall run the day-to-day operations of the facility for the Licensee, and any replacement of Brian Ciambra by Licensor shall be pursuant to the provisions of this paragraph. D. Licensee may sublease part of the Leased Premises or Fixed Improvements thereon only with the prior written approval of Licensor. Such sublease must be for airport purposes or in connection with aviation uses being conducted on the Leased Premises. 23. ARTICLE 9, ASSIGNMENT AND SUBLETTING, Paragraph 9.1 is amended by adding Subparagraph E as follows: E. Licensee may not subcontract its responsibility to conduct core fixed base operation services as defined in Paragraph 1.6 of this Agreement. However, Licensee may subcontract other services to a qualified operator with the prior written approval of Licensor. Such subcontractor must be registered and in good standing with the Florida Division of Corporations to conduct business in the State of Florida. 24. ARTICLE 10, Section 10.2, Licensee s Insurance, is hereby deleted in its entirety and replaced by the following: 10.2 Insurance Coverage and Limits Licensee shall maintain the following limits and coverage uninterrupted or amended through the term of this Agreement. In the event Licensee becomes in default of the following requirements, Licensor reserves the right to take whatever actions deemed necessary to protect its interests. Required liability and property insurance policies, other than Workers' Compensation / Employer's Liability, shall provide that Licensor, members Amendment No. 18 to Amendment & Restatement of April 17, 2015

14 of Licensor's governing body, and Licensor's officers, volunteers, and employees are included as additional insureds Limits and Requirements A. Workers Compensation / Employer s Liability The minimum limits of Workers' Compensation / Employer's Liability insurance (inclusive of any amount provided by an umbrella or excess policy) are: Part One: Florida Statutory Part Two: Each Accident $1,000,000 Disease Policy Limit $1,000,000 Disease Each Employee $1,000,000 B. Commercial General Liability The minimum limits of insurance (inclusive of any amounts provided by an umbrella or excess policy) covering the work performed pursuant to this Agreement shall be the amounts specified herein. Coverage shall be provided for liability resulting out of, or in connection with, ongoing operations performed by, or on behalf of, the Licensee under this Agreement or the use or occupancy of Licensor s premises by, or on behalf of, the Licensee in connection with this Agreement. Coverage shall be no more restrictive than form CG Additional insurance coverage shall be no more restrictive than ISO Form CG Agreement Specific General Aggregate $5,000,000 Personal and Advertising Injury Each Occurrence $5,000,000 Products and Completed Operations $5,000,000 Each Occurrence $5,000,000 C. Business Auto Liability Coverage shall be provided for all owned, hired and non-owned vehicles. Coverage shall be no more restrictive than form CA The minimum limits of insurance (inclusive of any amounts provided by an umbrella or excess policy) covering the work performed pursuant to this Agreement shall be: Each Occurrence Bodily Injury and Property Damage Combined $1,000,000 Amendment No. 18 to Amendment & Restatement of April 17, 2015

15 D. Hangarkeepers Legal Liability Insurance The minimum limits of Hangarkeeper's Legal Liability insurance (inclusive of any amounts provided by an umbrella or excess policy) covering aircraft in the care, custody, or control of Licensee (including all in-flight aircraft operations) are: Each Aircraft $1,000,000 Each Occurrence All Aircraft $1,000,000 E. Aircraft Liability Insurance The minimum limits of Aircraft Liability insurance (inclusive of any amounts provided by an umbrella or excess policy), including Passenger s Liability Coverage, covering all owned, leased, hired and non-owned aircraft are: Bodily Injury, Personal Injury and Property Damage Liability $1,000,000 Combined single limit F. Environmental Impairment Fuel Tank Liability Licensor shall maintain fuel tank pollution liability insurance for bodily injury and property damage liability for the fuel storage tanks, piping, and containment system owned by Licensor and leased to Licensee under this Agreement. It is understood and agreed by Licensee that the coverage carried by Licensor is only for the aforementioned fuel tanks, piping, and containment system and does not provide any liability protection to Licensee for bodily injury, pollution or other environmental impairment arising out of, or in connection with, Licensee s use and occupancy of the Leased Premises. Licensee shall remain fully liable for any bodily injury, pollution or environmental impairment occurring as a result of its operations Conditions of Acceptance S The insurance maintained by Licensee must conform at all times with Exhibit 4, Standard Procedure S250.06, Contractual Insurance Terms and Conditions, in effect as of the date of this Agreement and as may be amended from time to time. 25. ARTICLE 11, PROPERTY, FIRE, AND ALLIED INSURANCE, is hereby deleted in its entirety and replaced by the following: A. Both Licensee and Licensor shall carry insurance in the form of fire, lightning, extended coverage, vandalism, malicious mischief, and sinkhole coverage (hereinafter called "Insurance Coverage") on the Leased Premises and Fixed Improvements (in the case of Amendment No. 18 to Amendment & Restatement of April 17, 2015

16 Licensor) and on Licensee's Leasehold Improvements, Trade Fixtures, contents, and inventory (in the case of Licensee), and such insurance coverage authorizes a waiver of subrogation between Licensor and Licensee, and the Parties wish to enter into such waiver of subrogation to the extent of such insurance coverage; therefore, to the extent that Licensee collects under its insurance coverage, Licensee waives any and all claims against Licensor, members of the Licensor s governing body, and the Licensor s officers, volunteers, and employees for loss or damage to the Licensee's property resulting from risks included in such insurance coverage. B. In the event that Licensee shall at any time fail to furnish Licensor with the certificate or certificates required under this Article, Licensor, upon written notice to Licensee of its intention so to do, shall have the right to secure the required insurance, at the cost and expense of Licensee, and Licensee agrees to promptly reimburse Licensor for the cost thereof, plus fifteen percent (15%) for administrative overhead. 26. ARTICLE 36, NOTICES, is hereby deleted in its entirety and replaced by the following: All notices or communications whether to Licensor or to Licensee pursuant hereto shall be deemed validly given, served, or delivered, upon receipt by the Party by hand delivery, or three days after depositing such notice or communication in a postal receptacle, or one day after depositing such notice or communication with a reputable overnight courier service, and addressed as follows: TO LICENSOR: TO LICENSEE: (MAIL DELIVERY) (MAIL DELIVERY) HILLSBOROUGH COUNTY AVIATION AUTHORITY SKYPORT HOLDINGS TAMPA, LLC TAMPA INTERNATIONAL AIRPORT 6530 TAMPA EXECUTIVE AIRPORT ROAD P. O. BOX TAMPA, FL TAMPA, FLORIDA ATTN: CHIEF EXECUTIVE OFFICER ATTN: CHIEF EXECUTIVE OFFICER, WITH A COPY TO THE DIRECTOR OF OPERATIONS OR OR Amendment No. 18 to Amendment & Restatement of April 17, 2015

17 TO LICENSOR: (HAND DELIVERY) HILLSBOROUGH COUNTY AVIATION AUTHORITY TAMPA INTERNATIONAL AIRPORT 4160 GEORGE J. BEAN PARKWAY SUITE 2400, ADMINISTRATION BUILDING 2ND LEVEL, RED SIDE TAMPA, FLORIDA ATTN: CHIEF EXECUTIVE OFFICER, WITH A COPY TO THE DIRECTOR OF OPERATIONS TO LICENSEE: (HAND DELIVERY) SAME AS ABOVE or to such other address as either Party may designate in writing by notice to the other Party delivered in accordance with the provisions of this Article. If the notice is sent through a mail system, a verifiable tracking documentation, such as a certified return receipt or overnight mail tracking receipt, is encouraged. 27. Exhibit 4, Standard Procedure S250.06, Contractual Insurance Terms and Conditions, is hereby added to the Agreement. 28. Except as otherwise stated herein, all other terms and conditions of the Agreement as amended remain in full force and affect and are hereby ratified and confirmed. The Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10, Amendment No. 11, Amendment No. 12 including the incorporation of the Settlement Agreement dated May 2005, Amendment No. 13, Amendment No. 14, Amendment No. 15, Amendment No. 16, Amendment No. 17, and this Amendment No. 18 represent the entire understanding between the Parties on the issues contained therein, either written or oral, and may be amended only by written instrument signed by both Parties. (Remainder of Page Intentionally Left Blank) Amendment No. 18 to Amendment & Restatement of April 17, 2015

18 IN WITNESS WHEREOF, the parties hereto have set their hands and corporate seals on this day of, ATTEST: HILLSBOROUGH COUNTY AVIATION AUTHORITY By: Victor D. Crist, Secretary Robert I. Watkins, Chairman Address: P. O. Box Address: P. O. Box Tampa, FL Tampa, FL Signed, sealed, and delivered in the presence of: Witness Signature Print Name LEGAL FORM APPROVED: By: David Scott Knight Assistant General Counsel Witness Signature Print Name HILLSBOROUGH COUNTY AVIATION AUTHORITY STATE OF FLORIDA COUNTY OF HILLSBOROUGH The foregoing instrument was acknowledged before me this day of, 2015, by Robert I. Watkins in the capacity of Chairman, and by Victor D. Crist in the capacity of Secretary, of the Board of Directors, Hillsborough County Aviation Authority, a public body corporate under the laws of the State of Florida, on its behalf. They are personally known to me and they did not take an oath. (Stamp or seal of Notary) Signature of Notary Type or print name of Notary Date of Commission Expiration (if not on stamp or seal) Amendment No. 18 to Amendment & Restatement of April 17, 2015

19 SKYPORT HOLDINGS TAMPA, LLC D/B/A VOLO AVIATION Signed in the presence of: Witness Signature Print Name Witness Signature Print Name By: Title: Print Name Print Address SKYPORT HOLDINGS TAMPA, LLC D/B/A VOLO AVIATION STATE OF COUNTY OF The foregoing instrument was acknowledge before me this day of, 2015, by in the capacity of, (Individual s Name) (Individual s Title) at a (Name of organization or Licensee, if any) (Corporation/Partnership/Sole Proprietor/Other) on its behalf. and has produced (He is/she is) (personally known to me / not personally known to me) the following document of identification. (Stamp or seal of Notary) Signature of Notary Type or print name of Notary Date of Commission Expiration (if not on stamp or seal) Amendment No. 18 to Amendment & Restatement of April 17, 2015

20 STANDARD PROCEDURE Number: S Subject: Aviation Authority CONTRACTUAL INSURANCE TERMS AND CONDITIONS Effective: 05/31/2002 Revised: 07/16/2014 Page: 1 of 7 PURPOSE: To establish the insurance terms and conditions associated with contractual insurance requirements. This Standard Procedure is applicable to all companies with Authority contracts. Any exceptions to the following conditions or changes to required coverages or coverage limits must have prior written approval from the Vice President of Facilities and Administration or designee. INSURANCE COVERAGE: A. Procurement of Coverage: With respect to each of the required coverages, the company will, at the company s expense, procure, maintain and keep in force the amounts and types of insurance conforming to the minimum requirements set forth in the applicable contract. Coverages will be provided by insurance companies eligible to do business in the State of Florida and having an AM Best rating of A- or better and a financial size category of VII or better. Utilization of non-rated companies or companies with AM Best ratings lower than A- or a financial size category lower than VII may be approved on a case by case basis by Risk Management. B. Term of Coverage: Except as otherwise specified in the contract, the insurance will commence on or prior to the effective date of the contract and will be maintained in force throughout the duration of the contract. Completed operations coverage may be required to be maintained on specific commercial general liability policies effective on the date of substantial completion or the termination of the contract, whichever is earlier. If a policy is written on a claims made form, the retroactive date must be shown and this date must be before the earlier of the date of the execution of the contract or the beginning of contract work, and the coverage must respond to all claims reported within three years following the period for which coverage is required unless stated otherwise in the contract. C. Reduction of Aggregate Limits: EXHIBIT 4 Page 1 of 7

21 STANDARD PROCEDURE Number: S Subject: Aviation Authority CONTRACTUAL INSURANCE TERMS AND CONDITIONS Effective: 05/31/2002 Revised: 07/16/2014 Page: 2 of 7 If the aggregate limit is exhausted, the company will immediately take all possible steps to have it reinstated. The general liability policies shall include a per policy endorsement providing that the limits of such insurance specified in the contract shall apply solely to the work under the contract without erosion of such limits by other claims or occurrences. 1. Cancellation Notice Each of the insurance policies will be specifically endorsed to require the insurer provide the Authority with 30 days written notice prior to the cancellation of the policy. The endorsement will specify that such notice will be sent to: D. No waiver by approval/disapproval: Hillsborough County Aviation Authority Attn.: Chief Executive Officer Tampa International Airport Post Office Box Tampa, Florida The Authority accepts no responsibility for determining whether the company s insurance is in full compliance with the insurance required by the contract. Neither the approval by the Authority nor the failure to disapprove the insurance furnished by the company will relieve the company of their full responsibility to provide the insurance required by the contract. E. Future Modifications Changes in Circumstances: 1. Changes in Coverages and Required Limits of Insurance The coverages and minimum limits of insurance required by the contract are based on circumstances in effect at the inception of the contract. If in the opinion of the Authority, circumstances merit a change in such coverages or minimum limits of insurance required by the contract, the Authority may change the coverages and minimum limits of insurance required, and the company will, EXHIBIT 4 Page 2 of 7

22 STANDARD PROCEDURE Number: S Subject: Aviation Authority CONTRACTUAL INSURANCE TERMS AND CONDITIONS Effective: 05/31/2002 Revised: 07/16/2014 Page: 3 of 7 within 60 days of receipt of written notice of a change in the coverages and minimum limits required, comply with such change and provide evidence of such compliance in the manner required by the contract. Provided, however, that no change in the coverages or minimum limits of insurance required will be made until at least two years after inception of the contract. Subsequent changes in the coverages or minimum limits of insurance will not be made until at least two years after any prior change unless extreme conditions warrant such change and are agreeable to both parties. If in the opinion of the Authority compliance with the insurance requirements is not commercially practicable for the company, at the written request of the company, the Authority may, at its sole discretion and subject to any conditions it deems appropriate, relax or temporarily suspend, in whole or in part, the insurance requirements which would otherwise apply to the company. Any such modification will be subject to the prior written approval of the Vice President of Facilities and Administration or designee, and subject to the conditions of such approval. F. Proof of Insurance Insurance Certificate: 1. Prior to Work, Use or Occupancy of Authority Premises The company will not commence work, use or occupy Authority premises in connection with the contract until the required insurance is in force, preliminary evidence of insurance acceptable to the Authority has been provided to the Authority, and the Authority has granted permission to the company to commence work, use or occupy the premises in connection with the contract. 2. Proof of Insurance Coverage As preliminary evidence of compliance with the insurance required by the contract, the company will furnish the Authority with a certificate(s) of insurance satisfactory to the Authority. This certificate must be signed by an authorized representative of the insurer. If requested by the Authority, the company will, EXHIBIT 4 Page 3 of 7

23 STANDARD PROCEDURE Number: S Subject: Aviation Authority CONTRACTUAL INSURANCE TERMS AND CONDITIONS Effective: 05/31/2002 Revised: 07/16/2014 Page: 4 of 7 within 30 days after receipt of written request from the Authority, provide the Authority, or make available for review, certificates of insurance, copies of required endorsements and/or a certified complete copy of the policies of insurance. The company may redact those portions of the insurance policies that are not relevant to the coverage required by the contract. The company will provide the Authority with renewal or replacement evidence of insurance, acceptable to the Authority, prior to expiration or termination of such insurance. The insurance certificate must: a. Indicate that, to the extent required by the contract, the Authority, members of the Authority's governing body, and the Authority's officers, agents, volunteers and employees are included as Additional Insureds and the insurer has waived its subrogation rights against the Authority; b. Indicate that the certificate has been issued in connection with the contract; c. Indicate the amount of any deductible or self-insured retention applicable to all coverages; d. Identify the name and address of the certificate holder as: Hillsborough County Aviation Authority Attn.: Chief Executive Officer Tampa International Airport Post Office Box Tampa, Florida and; e. Be signed and dated using approved methods by an individual who is an authorized representative of each insurer, whose insurance is the subject of the certificate and who is authorized by each such insurer to issue the certificate of insurance as modified. Facsimile signatures are acceptable. EXHIBIT 4 Page 4 of 7

24 STANDARD PROCEDURE Number: S Subject: Aviation Authority CONTRACTUAL INSURANCE TERMS AND CONDITIONS Effective: 05/31/2002 Revised: 07/16/2014 Page: 5 of 7 G. Deductibles / Self Insurance: 1. All property and builders risk deductibles, as well as all self-insured retentions or any schemes other than a fully insured program, must be approved by the Vice President of Facilities and Administration or designee. The company agrees to provide all documentation necessary for the Authority to review the deductible or alternative program. 2. The company will pay on behalf of the Authority, or any member of the Authority's governing body or any officer or employee of the Authority, any deductible or self-insured retention (SIR) which, with respect to the required insurance, is applicable to any claim by or against the Authority, or any member of the Authority's governing body, or any officer or employee of the Authority. 3. The contract by the Authority to allow the use of a deductible or self-insurance program will be subject to periodic review by Risk Management. If, at any time, the Authority deems that the continued use of a deductible or self-insurance program by the company should not be permitted, the Authority may, upon 60 days written notice to the company, require the company to replace or modify the deductible or self-insurance in a manner satisfactory to the Authority. 4. Any deductible amount or SIR program will be included and clearly described on the certificate prior to any approval by the Authority. This is to include fully insured programs as to a zero deductible per the policy. Authority reserves the right to deny any certificate not in compliance with this requirement. H. Company s Insurance Primary: The company s required insurance will apply on a primary basis. Any insurance maintained by the Authority will be excess and will not contribute to the insurance provided by or on behalf of the company. The company will have all policies on which the Authority is named an additional insured or otherwise required by contract endorsed so that Florida law (including but not limited to Part II of Chapter 627 of the Florida EXHIBIT 4 Page 5 of 7

25 STANDARD PROCEDURE Number: S Subject: Aviation Authority CONTRACTUAL INSURANCE TERMS AND CONDITIONS Effective: 05/31/2002 Revised: 07/16/2014 Page: 6 of 7 Statutes) will govern any and all disputes concerning the policy. I. Company s Failure to Comply with Insurance Requirements: 1. Authority's Right to Procure Replacement Insurance If, after the inception of the contract the company fails to fully comply with the insurance requirements of the contract, in addition to and not in lieu of any other remedy available to the Authority provided by the contract, the Authority may, at its sole discretion, procure and maintain on behalf of the company, insurance which provides, in whole or in part, the required insurance. 2. Replacement Coverage at Sole Expense of Company The entire cost of any insurance procured by the Authority will be paid by the company. At the option of the Authority, the company will either directly pay the entire cost of the insurance or immediately reimburse the Authority for any costs incurred by the Authority including premium and a 15% administration cost. a. Company to Remain Fully Liable Except to the extent any insurance procured by the Authority actually provides the insurance coverage required by the contract, the company will remain fully liable for full compliance with the insurance requirements in the contract. b. Authority's Right to Terminate, Modify, or Not Procure Any insurance procured by the Authority is solely for the Authority's benefit and is not intended to replace or supplement any insurance coverage which otherwise would have been maintained by the company. Authority is not obligated to procure any insurance pursuant to these requirements and retains the right, at its sole discretion, to terminate any such insurance which might be procured by the Authority. EXHIBIT 4 Page 6 of 7