Wheels Up Supplier Code of Conduct

Wheels Up and its affiliates (collectively, “Wheels Up”) is committed to the highest standards of safety, customer service, ethical conduct, and environmental protection. We hold our employees and our business partners equally to such standards. For this reason, Wheels Up has established this Supplier Code of Conduct to set expectations for all suppliers and business partners doing business with Wheels Up.

We must ensure that our business activities are conducted with integrity and high ethical standards, and that they follow legal and administrative requirements. We will only conduct business with companies that share this commitment. A failure by any supplier to follow these standards can result in actions by Wheels Up, up to and including termination of any contract, disclosure of legal violations to the appropriate authorities and/or pursuit of other legal remedies.

Please review this Supplier Code of Conduct carefully and ensure that your company’s employees, contractors, consultants, subcontractors, and any representatives who deal with Wheels Up are informed of these standards. Suppliers must notify Wheels Up when they are in violation of this Supplier Code of Conduct. Wheels Up may audit Suppliers or inspect their facilities to ensure compliance.

Please note that all of the requirements in your contract(s) with Wheels Up continue to apply, and that nothing in this document may be read as excusing performance from any contractual requirement. This guide is a summary of some of the requirements for dealing with Wheels Up and does not purport to cover all of the legal and ethical standards that may apply to a supplier’s dealings with us. Any questions regarding legal matters should be discussed with your own company’s legal counsel.

1 - Legal ComplianceWheels Up is committed to lawful and ethical conduct in all of its endeavors. We expect all Wheels Up suppliers to act accordingly in conducting our business, including in jurisdictions outside the United States. All suppliers are required to comply with all applicable laws, rules and regulations, domestic and international.

Antitrust and Fair Competition: Suppliers must comply with all applicable antitrust and competition laws. They may not participate in any agreement with competitors, whether explicit or tacit, to fix prices, allocate markets, limit capacity, or undermine the integrity of any competitive bidding process.

Boycotts: Suppliers must not participate in international boycotts that are not sanctioned by the United States government.

Compliance with Anti-Corruption and Anti-Bribery Laws: Suppliers must comply with the U.S. Foreign Corrupt Practices Act (FCPA) and anti-bribery and anti-corruption laws and regulations in countries where they do business. Suppliers may not promise, offer or give money or anything of value to another person while having reason to believe that all, or a portion, of the money or thing of value may be offered, given, or promised, directly or indirectly, to a foreign official for the purpose of influencing any act or decision of that foreign official related to Wheels Up. In addition, suppliers must accurately and clearly record and document any payments to public officials in all documents provided to Wheels Up, including invoices, as well as in the supplier’s books and records.

2 - Labor and Human RightsWheels Up is committed to fostering human rights and supporting the communities we live in. Wheels Up will not engage any supplier that manufactures or produces items that are produced in whole or in part with sweatshop labor, forced labor, indentured labor, abusive forms of child labor or exploitation of children as workers. Wheels Up encourages its suppliers to join its efforts in condemning all forms of forced labor, human trafficking and sexual exploitation including child prostitution and child pornography.

Additionally, Wheels Up requires that suppliers:

• make reasonable effort to ensure that they do not engage any manufacturer that:
- employs individuals under the age of 15;
- fails to prohibit worker abuse, harassment, or discrimination;
- fails to recognize and respect workers’ rights of freedom of association and collective bargaining;
- fails to pay workers minimum or prevailing industry wage, whichever is higher, and provide mandated benefits;
- fails to provide workers with a safe and healthy environment;
- fails to cap mandatory overtime at 12 hours per work week; or
- fails to provide workers one day off each seven-day

• comply with all applicable minimum wage laws and maximum hours laws
• not participate in human trafficking or sexual exploitation
• respect the right of freedom of association

3 - Health and Safety

Suppliers must provide and maintain a safe and healthy work environment and perform services in a manner that complies with all laws and regulations. Hostility, harassment, unwelcome sexual advances and other unprofessional conduct are not tolerated.

Violence or threats of violence are also prohibited. All supplier employees need to know and follow Wheels Up’s work rules, including prohibitions on:

• unsafe work practices
• possession or use of illegal substances, alcohol and other intoxicants while on Wheels Up’s premises or while conducting business with or for Wheels Up
• misuse of legal drugs, or other substances including prescription medications and supplements
• possession or use of weapons, including but not limited to firearms while on Wheels Up’s premises or while conducting business with or for Wheels Up

Wheels Up may ask to review and supplier shall provide worker injury performance data, such as OSHA’s worker safety metrics.

4 - Environment

Wheels Up is committed to doing more for the environment than simply complying with legal requirements. Compliance with laws is the foundation of our environmental commitment, but Wheels Up is aiming higher. We want our company to be known for environmental excellence. We expect our suppliers to share this commitment. We encourage our suppliers to consistently look for new and better ways to conserve resources, reduce the impact of products in use, and reduce manufacturing waste. We expect suppliers to:

• Meet legal and regulatory requirements at a minimum
• Act in an environmentally responsible way
• Use non-hazardous materials where feasible
• Minimize the impact of waste materials on the environment through effective controls and recycling
• Prevent pollution or establish mitigation programs
• Reduce greenhouse gas emissions wherever feasible
• Conduct environmental compliance audits to ensure compliance
• Use natural resources efficiently

Where appropriate, we encourage suppliers to seek product certifications as a means to validate and communicate their sustainable practices.

5 - Information Security and Data Privacy

Wheels Up defines information security as the protection of information assets and the management of risks to those assets. Wheels Up expects suppliers to have information security and privacy programs in place to ensure the confidentiality, integrity, and availability of the information necessary to achieve longterm business success as well as maintain the security and privacy of all employees and customers and compliance with local applicable privacy laws.

Where required by the nature of the product or service provided to Wheels Up, Wheels Up will, at its discretion, require suppliers to submit to a vendor risk management assessment or due diligence review. The Wheels Up Third Party Cybersecurity and Privacy Policy can be made available upon request.

6 - Protection of Intellectual Property

Wheels Up’s intellectual property includes its proprietary and confidential information, any material subject to copyright, its innovations and patentable inventions, trade secrets, and its trade and service marks including the Wheels Up name and logo. Suppliers may not use any of Wheels Up’s intellectual property or use the supplier’s relationship with Wheels Up for any purpose including promotions, except as expressly provided in a supplier’s contract or as approved by an authorized Wheels Up Marketing representative.

7 - Accuracy of ReportingIt is imperative that Wheels Up’s suppliers provide data accurately and promptly, as this is critical to our members’ and customers’ safety, customer service, legal compliance, and financial results. Examples of supplier–reported information include the following:

• Lead times
• Quality specifications
• Service and shipping data
• Prices and invoices
• Productivity volume (capacity)
• Types of products/services
• Audit–related disclosures
• Repair requirements and measurements
• Expense reporting
• Information regarding any possible misconduct or risk to safety

8 - Insider Information

Federal laws protect the investing public by making it illegal for those with “inside information” to use that information in buying or selling securities (stocks, bonds, options, etc.). This important rule can apply to anyone at Wheels Up and their families, and to suppliers who deal with Wheels Up.

If a supplier has knowledge of any Wheels Up material information that is non-public, this is insider information. It must be kept confidential and they must not buy or sell Wheels Up or other related securities using the non-public information.

United States securities laws prohibit any person who has received from an issuer material, non-public information (which may include the matters which are the subject of this agreement) from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

9 - Use of Wheels Up’s Facilities

Suppliers use of Wheels Up property or facilities is limited to providing the services under contract to Wheels Up.

10 - Roles and Responsibilities

Wheels Up Procurement, in tandem with Wheels Up’s business units, is responsible for identifying, building and maintaining supplier relationships, which involve a long-term commitment by Wheels Up to work together for the mutual benefit of all parties, to include Wheels Up members and customers.

• The Procurement team is responsible for developing supply chain strategies, soliciting the market for bids, leading negotiations and the supplier selection process, facilitating corporate supplier relationships, and crafting supplier contracts.
• Procurement should be contacted in the event a supplier or potential supplier is approached by any Wheels Up employee outside the Procurement organization regarding negotiations for substantial price or scope changes, or any other material contract–related items. Procurement should be notified of any site visit by suppliers that relates to material changes to existing business, negotiation on new business or termination of a contract.
• Wheels Up business units and Procurement are jointly responsible for identifying business needs and opportunities, managing supplier relationships, measuring vendor performance and ultimately improving interfaces and performance.
• Wheels Up business units generally manage the day-to-day performance of suppliers and the execution or delivery of goods or services.

Any wrongful influence upon a Wheels business unit or Procurement team member by a supplier is not acceptable and will face lasting consequences. Likewise, Wheels Up personnel must not wrongfully influence suppliers. Either situation will lead to adverse implications for both parties up to and including termination.

11. Supplier Performance Program

Suppliers may at some point be asked to participate in Wheels Up’s Supplier Performance Program, which is a combination of a supplier scorecard and regularly scheduled business reviews. Suppliers should participate in the scorecard program. The scorecard, a collaborative effort between Wheels Up stakeholders and suppliers, measures several aspects of performance, such as service level, product lead-time, unit cost, operational impact, responsiveness, and quality. The frequency of business reviews is determined by the nature of the product or service provided by the supplier as well as the supplier’s performance level on the scorecard. Suppliers are expected to meet and exceed minimum standards set on the scorecard.

12. Unsolicited Bidding

Wheels Up welcomes proposals from suppliers that will aid Wheels Up in becoming more efficient and competitive. However, Wheels Up will not tolerate attempts to circumvent its procurement policies and procedures. It is both Wheels Up’s and the supplier’s responsibility to reasonably ensure that these procedures are being followed.

13. Supplier–Furnished Gifts, Meals, and Entertainment

Wheels Up recognizes that the management of business transactions may include entertainment such as dinners and social events. However, accommodations such as these, when abused, can damage our reputation, harm our business, and could even break the law. To help avoid these adverse consequences, suppliers are required to know and follow Wheels Up’s policy on gifts, meals, and entertainment contained in Wheels Up’s Code of Conduct and Business Ethics. You should be aware that, in many ways, Wheels Up’s policy on receiving gifts, meals, and entertainment goes beyond what the law requires. Employees with procurement responsibilities are also subject to special restrictions, in keeping with Wheels Up’s desire to maintain the integrity of our procurement processes. From time to time, Wheels Up employees are allowed to receive a gift, meal or entertainment from a current or potential business partner, but employees are required to use good judgment and avoid situations in which a gift might diminish – or appear to diminish – the objectivity and professionalism of Wheels Up employees.

a - Gifts

• Wheels Up does not promote the use of gifts from suppliers and expects suppliers to use sound judgement when considering gifts to Wheels Up employees. Wheels Up expressly discourages the use of gifts where they may influence supplier selection or business decisions.
• Wheels Up employees may accept gifts under $50 in most cases unless the gift violates any of the conditions set out below.
• Corporate gifts to commemorate major achievements between Wheels Up and a supplier may be accepted, provided they are not offered during a bid or negotiation and are approved by a vice president. Upon an employee’s departure from Wheels Up, such corporate gifts may be retained by Wheels Up.
• A gift is considered transferable to another person. This includes physical items or property as well as transferrable non-physical items of value. Entertainment gifts that are non-transferrable are covered in the subsequent section.
• Employees may not accept gifts above $50. If declining the gift is culturally insensitive or impractical, employees may accept the gift but are required to report to Human Resources. Following such reporting, employees may be required to donate the gift to a Wheels Up-sponsored charity.

b - Ordinary Business Meals and Entertainment

• Employees may accept occasional business meals for valid business purposes.
• Employees may accept occasional ordinary entertainment such as rounds of golf, sporting events, and theater or event tickets as long as such tickets are not transferred to non-employees.
• Employees may accept invitations to events where multiple vendors or customers are involved, such as a trade show, educational conference, sporting event or charitable golf tournament, but supervisor approval is required, and the supplier may not pay for travel related to our employees to attend. Employees must expense the cost to Wheels Up.

c - Premium Gifts, Entertainment, or Travel

Wheels Up employees may not accept premium gifts, entertainment, or travel unless there is a compelling business reason to do so. Wheels Up employees must respectfully decline tickets to playoff sporting events, championships or major tournaments, including events such as the Olympics, Super Bowl, the Masters, World Cup, Academy Awards or Grammy Awards. Similarly, Wheels Up employees must decline to attend meetings in premium or resort locations and meetings where non-business activities are a significant and expensive component of the trip. If there is a compelling business reason for a Wheels Up employee to attend or accept premium gifts or entertainment, the employee must obtain approval from their Wheels Up Upper Leadership Team head in writing prior to acceptance, and the supplier may not pay for Wheels Up employees’ travel to attend. Employees must pay for their travel to and attendance at these events and expense the cost to Wheels Up.

d - Overarching Conditions

Regardless of the value of any gift, meal or entertainment, Wheels Up employees may not:

• Accept any gift or entertainment that would be illegal or result in any violation of law.
• Accept any gift of cash or cash equivalents (such as gift cards, gift certificates, loans, stock, or stock options).
• Accept anything as part of an agreement to do something in return for the gift.
• Accept a gift or entertainment while in active bid or negotiation process.
• Accept any gift or entertainment where it could cause or give the appearance of causing Wheels Up to receive any favor in return for the gift or entertainment.
• Participate in any entertainment with a supplier that is unsavory, sexually oriented, or otherwise violates Wheels Up's commitment to dignity and mutual respect.
• Participate in any activity that they know would cause the person giving the gift or entertainment to violate his or her own employer's standards.
• Solicit gifts or entertainment from a supplier.

14 - Conflicts of Interest

Even the appearance of a conflict of interest can be damaging to Wheels Up or the supplier. For this reason, suppliers and Wheels Up employees and representatives have to stay free of activities that could appear to create a conflict of interest. Wheels Up’s suppliers must disclose to Wheels Up promptly all information regarding financial and personal relationships or arrangements the supplier, its representatives, employees, or their close relatives have with Wheels Up employees or representatives or their close relatives, if those relationships or arrangements could appear to influence the outcome of a negotiation or purchasing decision or that violate Wheels Up’s standards.

Unless otherwise approved by Wheels Up’s Chief Legal Officer, if a former Wheels Up employee works for a supplier, whether as an employee or agent, the supplier must wait two years before allowing the former employee to have any responsibility in connection with Wheels Up’s business with the supplier. The two years start from the former employee’s last employment date at Wheels Up. This limit helps avoid any appearance of favoritism and misuse of Wheels Up information.

Unless otherwise approved by the Wheels Up Chief Legal Officer, for one year following separation of employment from Wheels Up for any reason, a person formerly employed by Wheels Up at the Director level or above in a department other than Procurement, may not on a vendor’s behalf, in connection with a vendor’s business or potential business with Wheels Up, engage with Wheels Up personnel in any communications, meetings, RFPs, or negotiations, or direct others to do so.

This policy is in addition to Wheels Up policies, severance and other enforceable agreements, and applicable laws that prohibit former employees from disclosing Wheels Up proprietary and confidential information to vendors or using that information to benefit a vendor for any reason.

15. Duty to Report Violations; Non-Retaliation Policy

Suppliers are required to promptly report to Wheels Up any violations of these standards committed by their own employees or representatives, or by any employee or representative of Wheels Up. Complaints or concerns can be submitted anonymously (where allowed by law) through the following methods:

• Website: www.lighthouse-services.com/wheelsup
• Phone: 833-480-0001
• E-mail: [email protected] (must include supplier company name with report)

Wheels Up prohibits any form of retaliation against anyone who in good faith reports suspected misconduct. A supplier’s disclosure to Wheels Up of misconduct by the supplier’s employee(s) does not guarantee that the misconduct will not adversely impact Wheels Up’s continued relationship with that supplier. However, Wheels Up will generally view such a disclosure as evidence of the supplier’s good faith intent to follow Wheels Up’s rules for supplier relationships. Suppliers are expected to cooperate fully in any investigation of potential misconduct.