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Velo X Pre-Order Agreement

88909:00002:201434517-5

RESERVATION AND WARRANTY AGREEMENT

Velo X Aerospace

This Reservation and Warranty Agreement (the “Agreement”) is a legal contract that contains the
only terms between Velo X Aerospace, LLC (the “Company” or “Seller”), and the individual or
entity listed as the Buyer (“you” or the “Buyer”) that govern the pre-order purchase and reservation
of the Product (as defined below). By clicking “I Agree” and/or submitting your pre-order request,
you represent that (i) you wish to reserve the Product, (ii) you agree to be bound by the terms of
this Agreement, and (iii) that you have the authority to act on behalf of the Buyer.

1. Terms and Conditions Your purchase and use of the Velocitor X-1, a cutting-edge
personal electric vertical take-off and landing (eVTOL) aircraft (the “Product”), will be governed
by this Agreement. This Agreement comprises the entire agreement between the parties, and
supersedes all prior or contemporaneous understandings, agreements, negotiations, representations
and warranties, and communications, both written and oral. This Agreement will prevail over any
of your general terms and conditions of purchase or subsequent writings related to the Product.
Processing your Deposit does not constitute acceptance of any additional or conflicting terms and
conditions and any such additional or conflicting terms will not serve to modify or amend this
Agreement.

2. Reservation

(a) Offer. This Agreement authorizes you to pre-order the Product. Each pre-order you
submit (“Pre-Order”) constitutes an offer to purchase the Product. Pre-Orders are submitted, and
the offer is made, when you provide all required information during the reservation process.

(b) Effective Date. This Agreement is formed and becomes effective when the
Company receives from Buyer: i) a validly executed copy of this Agreement, and ii) full payment
of the Deposit, as defined in this Agreement. Once this Agreement becomes effective, Buyer will
be placed on the reservation list of buyers for the Product and Company will provide Buyer their
order position and estimated fulfillment date.

(c) Reservation Information. When placing a Pre-Order for the Product, you must
provide accurate and complete information, including your name, delivery address, and billing
details on the appropriate form through the Company’s website sales page. You are responsible
for ensuring this information is updated as necessary prior to delivery. Company is not liable for
issues arising from outdated or incorrect information. Updates can be made by emailing the
Company at [email protected].

(d) Acceptance. Pre-Orders are subject to acceptance by the Company and may be
rejected or cancelled for any reason at the Company’s sole discretion and at any time before
delivery of the Product. If we reject or cancel your Pre-Order, your sole remedy will be a refund
of your Deposit. We will notify you via the email address provided during reservation to confirm
acceptance of your Pre-Order, and any subsequent rejection or cancellation will be sent to the same
email address.

3. Restrictions on Sale; Right of Cancellation

The Company reserves the right to:

(a) Limit the number of Products available for Pre-Order;

(b) Limit the quantity of Products sold to a single person or entity;

You must be at least 18 years old to pre-order the Product. By agreeing to this Agreement, you
represent and warrant that you meet this age requirement.

4. Reservation Deposit; Purchase Price

To secure your Pre-Order, a non-refundable deposit of $5,000 USD (the “Deposit”) is required at
the time of reservation. By submitting your Pre-Order, you expressly authorize the Company to
charge your provided payment method for the Deposit.

The purchase price for the Product is $156,000 USD (the “Purchase Price”). The Purchase Price
is exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of
any kind imposed by any governmental authority on any amounts payable by Buyer. The Purchase
Price is subject to adjustment by Company in its sole discretion from time to time based on certain
business factors including, but not limited to, paint schemes, training packages, and additional
features and options. Company will communicate changes to the Purchase Price to Buyer as
changes occur and Buyer may cancel their order at any time; provided, however, that the Deposit
is nonrefundable. Buyer shall also be responsible for any additional charges, costs and taxes arising
out of or in connection with the purchase of the Product; provided, that, Buyer shall not be
responsible for any taxes imposed on, or with respect to, Seller's income, revenues, gross receipts,
personnel or real or personal property or other assets.

Payment of the sum of $75,500 is due within 30 days before production of the Product begins, and
the remaining balance of the Purchase Price, as adjusted, must be paid upon completion of the
Product, prior to delivery.

5. Payment Terms

(a) Seller shall issue an invoice to Buyer for amounts payable under Section 4. Buyer
shall pay all invoiced amounts due to Seller within 5 days from the date of Seller's invoice. Buyer
shall make all payments hereunder by cash, wire transfer, or other immediately available funds.
All amounts indicated under this Agreement are U.S. Dollars.

(b) Buyer shall pay interest on all late payments at highest rate permissible under
applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all
costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In
addition to all other remedies available under these Terms or at law (which Seller does not waive
by the exercise of any rights hereunder). For avoidance of doubt, Company’s remedies under this
Section 5(b) are in addition to Company’s ongoing right to cancel this Agreement at any time and
for any reason.

(c) Buyer shall not withhold payment of any amounts due and payable by reason of
any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or
otherwise.

6. Warranty and Liability

(a) Limited Warranty. The Product will include a limited warranty, provided at or
before delivery, and valid for 6 months from the delivery date ("Limited Warranty"). The Limited
Warranty excludes the Product's propellers. A written copy of the Limited Warranty is available
at: www.veloxaerospace.com/warranty. EXCEPT FOR THE LIMITED WARRANTY, SELLER
MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCT,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE. Products manufactured by a third party ("Third Party
Product") may be contained in the goods provided by Seller. Third Party Products are not covered
by the Limited Warranty, but Company will make reasonable efforts to pass through to you any
third-party warranties applicable to the Product. For the avoidance of doubt, SELLER MAKES
NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY
PRODUCT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, OR WARRANTY
OF FITNESS FOR A PARTICULAR PURPOSE. Seller shall not be liable for a breach of warranty
unless Buyer complies with the warranty claim procedure described in the Limited Warranty.

(b) Remedies. The Limited Warranty describes remedies available to Buyer. THE
REMEDIES SET FORTH IN THE LIMITED WARRANTY SHALL BE THE BUYER’S SOLE
AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF
THE LIMITED WARRANTY. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR
ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY
ATTORNEY FEES, OR FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL SELLER’S AGGREGATE
LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, OR OTHERWISE,
EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCT SOLD
HEREUNDER.

7. Refund Policy
With respect to Buyer, all Pre-Orders and Deposits are final, non-cancelable, and non
refundable, except as specified in this Agreement or where required by applicable law.

8. Shipment and Delivery

(a) Product Availability. The Velocitor X-1 is currently being pre-sold and may not
yet be ready for fulfillment at the time of your Pre-Order. Estimated Product availability timelines
will be communicated during the order process, but actual fulfillment dates depend on various
factors, including manufacturing and regulatory compliance. Company makes no representation
or warranty regarding expected delivery date.

(b) Buyer Fulfillment. The Product will be delivered free on board (“FOB”) at the
Company’s Michigan factory, located at 3001 W. Airport Road, Hastings, MI 49058 (the “Factory
Location”). Title and risk of loss transfer to you once the Product is tendered for delivery. Buyer
is responsible for Product pickup or for the procurement and cost of shipment from the Factory
Location.

(c) Company Delivery. Buyer may request in writing, and Company in its sole
discretion, may agree to arrange for shipping and delivery of the Product, at Buyer’s expense, to a
location designated by Buyer (the “Delivery Point”). If shipment is arranged by the Company:

(i) Title and risk of loss transfer to Buyer when the Product is loaded onto the
carrier, FOB Factory Location. Seller shall not be liable for any delays, loss, or damage in transit.

(ii) The carrier will insure the Product during transit, at buyer’s expense, and
Buyer will be the beneficiary of any claims for damages or losses during shipment.

(iii) Buyer shall be responsible for providing all equipment and labor reasonably
suited for receipt of the Product at the Delivery Point.

If for any reason Buyer fails to accept delivery of the Product on the Buyer’s delivery date at the
Delivery Point, or if Seller is unable to deliver the Product at the Delivery Point on such date
because Buyer has not provided appropriate equipment, labor, instructions, documents, licenses or
authorizations, then the Product shall be deemed to have been delivered, and Seller, at its option,
may store the Product until Buyer picks it up, whereupon Buyer shall be liable for all related costs
and expenses, including, without limitation, loading, storage, and insurance.

9. Inspection and Rejection of Nonconforming Goods

(a) Buyer shall inspect the Product immediately upon delivery of the Product
("Inspection Period"). Buyer will be deemed to have accepted the Product when Buyer signs the
Seller’s acceptance document confirming that the Product was received as ordered. Buyer shall
notify Seller in writing of a Nonconforming Product during the Inspection Period and furnishes
such written evidence or other documentation. "Nonconforming Product" means that the Product
shipped is different than identified in Buyer's Pre-Order or is damaged or missing components.

(b) If Buyer timely notifies Seller of a Nonconforming Product, Seller shall, in its sole
discretion, (i) repair the Product such that it is no longer a Nonconforming Product; (ii) replace
such Nonconforming Product with a conforming Product, or (iii) credit or refund the Purchase
Price for such Nonconforming Product, together with any reasonable shipping and handling
expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of
loss, the Nonconforming Product to the Factory Location. If Seller exercises its option to replace
the Nonconforming Product, Seller shall, after receiving Buyer's shipment of the Nonconforming
Product, ship to Buyer, at Buyer's expense and risk of loss, the replaced Product to the Delivery
Point.

(c) Buyer acknowledges and agrees that the remedies set forth in this Section are
Buyer's exclusive remedies for the delivery of a Nonconforming Product. Except as provided under
this Section, all sales of a Product to Buyer are final, and Buyer has no right to return a Product
purchased under this Agreement to Seller.

10. Additional Terms

(a) Compliance with Laws.

The use of the Product may be subject to various laws, regulations, and ordinances in your
jurisdiction. For users in the United States, these include, but are not limited to, the Light Sport
Aircraft regulations as outlined in 14 C.F.R. Part 91 of the Federal Aviation Regulations (FAR).
These regulations establish operating rules for light sport aircraft, including how, when, and where
such vehicles may be flown. It is your responsibility to ensure compliance with all relevant laws,
regulations, and ordinances before use. If you are uncertain about legal compliance in your
jurisdiction, please refrain from placing a pre-order or proceeding with the use of the Product until
you confirm adherence to applicable rules. By executing this Agreement, Buyer agrees to maintain
in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry
out its obligations under this Agreement.

(b) Compliance with Documentation and Terms.

You agree to use the Product strictly in accordance with the user manuals, directions,
specifications, and training requirements provided by Seller (the "Documentation"). This includes
participation in any factory-authorized training programs specified by Seller. Failure to adhere to
the Documentation or complete the required training may result in improper operation of the
Product, injury, or death.

Products may be subject to export control laws and regulations of the United States and other
countries. You are solely responsible for complying with applicable export control laws. You
represent that you will not export, re-export, or transfer the Product, either directly or indirectly,
outside the United States without obtaining proper authorization from relevant governmental
agencies.

(d) Privacy.

If you provide personal information to Pre-Order the Product, Seller will use it as necessary to
fulfill your order, as specified in this Agreement, or as outlined in the Seller’s Privacy Policy
(available at: https://veloxaerospace.com/privacy-policy/). Your information may also be used to
create anonymized aggregate data, which may be shared with commercial partners.

11. Intellectual Property

All intellectual property rights in the Product are owned by Seller and its licensors. Except as
expressly granted in this Agreement, Seller reserves all rights related to the Product. Seller grants
no licenses of any kind to Buyer, and any attempt to use, recreate, or license Seller’s intellectual
property is strictly prohibited.

12. Indemnification

Buyer agrees to indemnify and hold Seller, its parent companies, subsidiaries, affiliates, officers,
employees, agents, partners, and licensors (collectively, the “Seller Parties”) harmless from any
losses, costs, liabilities, and expenses (including reasonable attorney fees) arising out of or relating
to:
(a) your use or inability to use the Product;
(b) your violation of this Agreement;
(c) your violation of any rights of another party; or
(d) your violation of applicable laws, rules, or regulations.

Seller reserves the right, at Buyer’s expense, to assume the exclusive defense and control of any
matter subject to indemnification by you, in which case you agree to cooperate fully with Seller in
asserting any available defenses. This provision does not require you to indemnify Seller for
unconscionable commercial practices, fraud, deception, false promises, misrepresentations, or the
omission of material facts.

13. Force Majeure

Neither party shall be liable for any failure to perform its obligations due to circumstances beyond
its control (except for any obligations of Buyer to make payments to Seller), including, but not
limited to, Acts of God, terrorism, war, political insurgence, insurrection, riot, civil unrest, acts of
civil or military authority, natural disasters, labor shortages, inability to source raw materials or
components from third party vendors, material shortages due to tariffs, or any other unforeseen
events that prevent fulfillment of obligations under this Agreement. Affected parties shall notify
the other party and take reasonable measures to resume compliance as soon as possible.

14. Modification of this Agreement

This Agreement may only be amended or modified in a writing which specifically states that it
amends this Agreement and is signed by an authorized representative of each party.

15. Entire Agreement and Survival

This Agreement constitutes the entire agreement between Buyer and Seller regarding your Pre
Order, superseding all prior agreements. Any provisions that naturally survive termination,
including ownership rights, disclaimers, indemnification, and limitation of liability, will remain
effective.

16. Waiver and Severability

Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision.
If any provision is deemed unenforceable by a court of competent jurisdiction, the remainder of
the Agreement will remain in full force and effect.

17. Dispute Resolution

18. In the event of any dispute, claim or disagreement arising out of or relating to this
Agreement or the breach thereof, the parties shall use their best efforts to settle such dispute,
claim or disagreement. They shall consult and negotiate with each other by good faith
discussion and mediation with a mutually selected mediator in an attempt to reach a just and
equitable solution satisfactory to both parties. Should such discussions and mediation fail to
resolve the dispute, any party may give the other a written notice of any remaining dispute.
Upon notice by either party to the other, all disputes, claims, questions, or differences
(including issues relating to the formation of this Agreement and the validity of this
arbitration clause) shall be finally settled by binding arbitration in accordance with the
commercial rules of the American Arbitration Association (“AAA”), but not administered
by AAA, and judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction. There shall be one arbitrator and any provisional remedy which
would be available from a court of law shall be available from the arbitrator to the parties
to this Agreement pending arbitration. The arbitrator shall be selected by the mutual
agreement of the parties. If the parties cannot agree on a neutral arbitrator, the parties will
each select an arbitrator, and the two arbitrators selected will select a third arbitrator to
administer the proceedings. The arbitration proceedings shall be conducted in Kent County,
Michigan, as determined by the arbitrator. All fees and expenses of the arbitration shall be
borne by the parties equally and initially each party shall bear the expense of its own counsel,
experts, witnesses and preparation and presentation of evidence. However, the prevailing
party shall be entitled to an award of reasonable attorneys’ fees, costs and expenses in the
discretion of the arbitrator. .

Assignment

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement
without the prior written consent of Seller. Any purported assignment or delegation in violation of
this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations
under this Agreement.

19. Exclusive Venue

Subject to the requirements of Section 17 (Arbitration), any legal suit, action or proceeding arising
out of or relating to this Agreement shall be instituted in the federal courts of the United States of
America or the courts of the State of Michigan in each case located in the City of Grand Rapids
and County of Kent, and each party irrevocably submits to the exclusive jurisdiction of such courts
in any such suit, action or proceeding.

20. Governing Law

This Agreement will be governed by the laws of the State of Michigan, excluding conflict-of- law
principles. The United Nations Convention on Contracts for the International Sale of Goods does
not apply.

21. Notice

You are responsible for providing Velo X Aerospace with a valid email address for official
communication. Notices sent to your last provided email address are deemed effective. You can
contact Velo X Aerospace at [email protected] or via mail to its designated address.

Velo X Aerospace
3001 West Airport Rd
Hastings, MI 49058

22. Consent to Electronic Communications

By interacting with Velo X Aerospace online, you consent to electronic communication. This
consent satisfies any legal requirements for written communication.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by
their duly authorized representatives as of the Effective Date.

BUYER: Seller:

Velo X Aerospace

By: President

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Signed by Galen Geigley
Signed On: July 1, 2025

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June 11, 2025 9:19 am EDT

Velo X Pre-Order Agreement Uploaded by Galen Geigley - [email protected] IP 135.129.79.205

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