On September 26, 2023, Erik Snell notified the Board of Directors of Wheels Up Experience Inc. of his resignation from the Board, effective immediately. The departure of Mr. Snell is not related to any disagreement with the Company or the Board regarding any matter related to the Company?s operations, policies or practices. (d) In order to fill the vacancy on the Board following the resignation of Mr. Snell, on September 26, 2023, the Board resolved to appoint Lee Moak to the Board, effective as of September 26, 2023.

As a Class III director, Mr. Moak will have an initial term as a director until the 2024 annual meeting of the Company?s stockholders and his successor is duly elected and qualified. Mr. Moak, age 66, currently serves as Chief Executive Officer of Intrepid LLC, a business consulting firm he co-founded in January 2015. Previously, Mr. Moak was a Boeing 767 Captain at Delta Air Lines Inc., for whom he served as a pilot from 1988 until 2014, and was President and Chief Operating Officer of the Air Line Pilots Association from 2010 until 2014.

He began his career by attending the United States Marine Corps Officer Candidate School in 1977, and later became a Marine Corps and Navy fighter pilot, retiring from military service in 2001 after holding the ranks of Captain in the United States Marine Corps and Commander in the United States Navy. Mr. Moak currently serves on the United States Postal Service (?USPS?) Board of Governors, an appointment he has held since being confirmed by the United States Senate on June 18, 2020, and will continue to hold until the end of his appointment on December 8, 2023. He currently chairs the USPS Board of Governors?

Compensation and Governance Committee and serves on the Audit and Finance Committee. Mr. Moak has also served on the Board of Directors of Grupo Aeroméxico S.A.B. de C.V. since March 2022 and the Board of Directors of Reliable Robotics Corporation since April 2023. He also served on the AFL-CIO Executive Council and Financial Oversight Committee for the AFL-CIO Transportation Trades Department, had a seat on the U.S. Federal Aviation Administration (?FAA?) NextGen Advisory Committee, and was a member of the FAA Management Advisory Council on management, policy, spending and regulatory matters.

Mr. Moak earned his bachelor?s degree from the University of West Florida. There are no family relationships between Mr. Moak and any director, executive officer or person nominated or chosen by the Company to become a director or executive officer of the Company. Mr. Moak was appointed to the Board pursuant to the Investment and Investor Rights Agreement, dated as of September 20, 2023 (the ?Investor Rights Agreement?), by and among, inter alia, the Company and Delta Air Lines Inc., as a Delta Director (as defined in the Investor Rights Agreement); provided, that he is not a party to such agreement in his individual capacity.

Otherwise, there are no arrangements or understandings between Mr. Moak and any other person pursuant to which he was appointed to serve on the Board. There are no transactions between Mr. Moak and the Company that would require disclosure under Item 404(a) of Regulation S-K. It is expected that Mr. Moak will receive similar compensation for his service as other similarly situated directors. In addition, the Board appointed Adam Zirkin as Chairperson of the Board, effective as of September 20, 2023, and redetermined Board committee assignments as follows: (i) each of Andrew Davis (Chair), Timothy Armstrong and Lee Moak will serve on the Audit Committee of the Board; (ii) each of Adam Zirkin (Chair), David Adelman and Zachary Lazar will serve on the Compensation Committee of the Board; (iii) each of Jeffrey Nedelman (Chair), Timothy Armstrong and Adam Cantor will serve on the Nominating and ESG Committee of the Board; and (iv) each of Lee Moak (Chair), Alain Bellemare and Adam Zirkin will serve on the Safety and Security Committee of the Board.