Contest Rules and Eligibility Requirements

1. The entry must involve a technology, product, service, or process that is relevant to urban air mobility.

2. To be considered eligible for the competition, teams must be available to attend the SkyDefy judging event at AirVentures in Oshkosh, WI, on July 26th, 2017.

3.The Airbus Ventures Managing Directors reserve the right to make a final determination of a team’s eligibility.

TEAM MEMBERSHIP AND OWNERSHIP

4. A team must be comprised of at least two individuals.

5. At least 50% of formal team members identified in the competition submission documentation must be enrolled at least as half-time students.

6. Formal team members may be citizens of foreign countries.

7. In the case of a for-profit business, (a) for a corporation, Student Members must collectively control at least 50% of the team’s company equity and voting interests upon incorporation; and (b) for other forms of for-profit business entities (e.g., LLCs, partnerships), Student Members must collectively control at least 50% of the voting rights (e.g., to elect the board of directors or other governing body) of the team’s company upon formation of the business entity.

8. In the case of not-for-profit business entities (e.g., 501(c)3), Student Members must collectively control at least 50% of the voting rights to elect the board of directors or other governing body of the team’s business entity upon formation of that business entity.

9. All formal team members must demonstrate ownership by way of right to participate in the election of management in the legal business entity and an equity interest in the case of a for-profit business.

10. Only student members can present the business plan, but all team members (student and non-student) are allowed to answer questions from the judging panels.

11. The following individuals (including any individuals participating as part of a team) are not eligible regardless of whether they meet the criteria set forth above: (i) The Managing Directors and the Judging and Mentor Leads from the SkyDefy team; (ii) any individual who employs the Sponsor or Participating Organizations  as an employee or agent; (iii) any individual who owns or controls an entity for whom the Sponsor or Participating Organizations is an employee, officer, director, or agent; (iv) any individual who has a material business or financial relationship with any Sponsor or Participating Organizations; (v) any individual who is a member of any Sponsor or Participating Organizations  ’s immediate family or household; (vi) any individual who has been convicted of a felony; (vii) any employee, representative or agent of the Sponsor or Participating Organizations, as well as any employee, representative, or agent of an advertising agency, contractor or other individual or organization involved with the design, production, promotion, execution, or distribution of the Airbus Ventures SkyDefy Innovation Prize; and all members of the immediate family or household of any such employee, representative, or agent. Sponsor reserves the right to confirm the eligibility of all Contestants, and Sponsor’s decision in such matters will be final.

TEAM STATUS

12. Teams that have secured capital in excess of $100,000 prior to the entry deadline are not eligible to enter.

13. Teams that have secured capital less than $100,000 prior to the entry deadline must submit an additional document upon entry disclosing the amounts and sources of capital. (See Below IP Disclosure Document)

14. Teams that have received research or grant funding are eligible to compete, provided that the funding was explicitly awarded for research, technology, or product development activities.

15. Teams that have generated revenue from sales or contracts prior to the entry deadline must submit an additional document upon entry disclosing the amounts and sources of revenue. (Download Form Here)

16. Teams must be incorporated or otherwise organized as a legal business entity in the U.S. and have an Employer Identification Number (EIN) prior to June 1st, 2017, to be eligible to receive the Grand Prize award. Teams are advised that, in general, the earlier they incorporate or otherwise form their legal entities (e.g., LLCs, partnerships, 501(c)(3)), the greater the tax benefits.

CONTENT AND INTELLECTUAL PROPERTY

17. All descriptions of business plans contained in competition entries must be the original work of the entrants.

18. All information contained within all materials entered into the competition must be factual.

19. Entrants are not required to be the original creators, inventors, or owners of the intellectual property underlying their business plans. However, teams that rely on intellectual property that has been created or invented or is owned by a third party (“Third-Party IP”) must demonstrate that they have obtained written permission from any such third party to use the Third-Party IP as a basis to support their business plan before April 1st, 2017. Such permission should include not only the general right to rely on the Third-Party IP as a basis for the business plan, but should also include the right to reference or reproduce any figures, images, etc., that are included in the business plan. Full attribution should be given whenever an entrant relies on any Third-Party IP. Teams must also describe the nature and extent of any interactions or agreements they have or have had with Third-Party IP owners as part of the Intellectual Property Disclosure Statement submitted upon entry.

20. It is the responsibility of the entrant to ensure that no third party, such as a research sponsor or research assistant who participated in their research, has any rights on the contents that may prevent its exploitation.

21. Each contestant will be responsible for taking any and all actions that he or she deems to be necessary in order to protect his or her intellectual property rights prior to filing a submission with Airbus Ventures SkyDefy. Such actions may include, without limitation, consulting with a patent attorney and filing patent applications under U.S. and/or foreign patent laws. These rules do not require any such actions. Airbus Ventures disclaims any responsibility to take any action to protect any contestant’s intellectual property rights. Airbus Ventures does not intend to take, through any mechanism, any ownership stake in any intellectual property related to contestant materials submitted in relation to the 2017 SkyDefy.

22. Plagiarism of any kind, including reproduction of images or other content without reference to the original source, or without permission from the content owner or creator where appropriate, is strictly forbidden and will result in disqualification from the SkyDefy. The decision to disqualify a team shall be at the sole discretion of the SkyDefy Managing Directors. Any images or other content contained in an entrant’s competition submission materials must include all necessary citations for the team to be eligible for monetary prizes.

23. Entering teams are expected to take steps to protect the intellectual property described in their entries (whether it be their own intellectual property or Third-Party IP) through appropriate intellectual property filings and notices (patent, copyright, etc.) after seeking independent legal counsel and/or coordinating with the owners of any Third-Party IP. Entering teams are also encouraged to pursue appropriate licensing arrangements with the owners of Third-Party IP, although such licensing arrangements do not need to be finalized to participate in the competition.

24. Entering teams must be prepared to provide documentation to validate any claims that are made concerning the intellectual property underlying their business plans, including any claims concerning the licensing of Third-Party IP.

25. Entries that include software as a component should make clear which elements of the software product have been created by the team. It is the responsibility of such entrants to ensure they have acquired all necessary rights to the elements of the software product that are not the sole property of the team and are necessary for executing the business plan.

CONFIDENTIALITY

26. Only the SkyDefy Managing Directors, the Judging and Mentor Leads from the SkyDefy Organizing Team, and the Judging Panels will have access to entry materials. Entering teams must recognize that any information submitted through entries is at risk of “public disclosure”, but neither Sponsor nor Participating Organizations shall be liable for such disclosure.

27. The Organizing Team, Judging Panels, Mentors, Sponsors, Participating Organizations and other affiliates of the SkyDefy will not enter into non-disclosure agreements with entering teams.

JUDGING

28. Written feedback will be provided by the SkyDefy Organizing Team for each entry, irrespective of whether the team progresses through the competition.

29. Click here for the judging criteria against which the Judging Panel will assess all business plan submissions to the competition.

30. All prizes are awarded at the discretion of the Judging Panel and all judging decisions are final and not subject to appeal.

31. The SkyDefy Managing Directors, after consultation with the Judging Panel, reserve the right not to award a prize should no worthy entries be available.

32. Should the Judging Panel identify a concern that, in its opinion, causes the entry to violate the SkyDefy Rules and Conditions of Eligibility then it will advise the Managing Directors as such. The Managing Directors will make the final decision whether to disqualify the entry.

MISCELLANEOUS

33. Failure (i) to comply with these Rules and Conditions of Eligibility or (ii) to accurately make any disclosures required by Sponsor or its affiliates, as determined at the sole discretion of the SkyDefy Managing Directors, may result in disqualification from the Airbus Ventures SkyDefy and/or the requirement that any SkyDefy awards be forfeited and/or returned.

34. These Rules and Conditions of Eligibility may be revised periodically by the Airbus Ventures SkyDefy. In the event that they are changed after an entrant’s contest submission has been received, but prior to the contest judging, such entrant shall have the opportunity to make any changes to its submission to ensure compliance with the most recent Rules and Conditions of Eligibility.

35. All Prizes are stated in U.S. Dollars. All of the Prizes will be drawn from Airbus Ventures SkyDefy funds (which may have been contributed by one or more sponsors), and will be delivered to the Prize winners no later than August 30, 2017. Prizes awarded to Team Contestants will be in the names of all members of the Team Contestant and will be delivered to the Primary Contact Person named in the Application. Airbus Ventures is required to withhold applicable federal income taxes from US winners of Prizes valued at more than Five Thousand Dollars ($5,000).

36. Contestants agrees that Airbus Ventures may use his or her name, city of residence, image and likeness in publications and promotional materials. Airbus Ventures agrees that contestants may use Airbus Venture’s name in publications in relation to contestant’s participation in the 2017 Airbus Ventures SkyDefy Innovation Prize; however, contestant is not authorized to use any Airbus or Airbus Ventures logo, nor to state or imply that Airbus or Airbus Ventures approves or endorses Contestant or Contestant’s Solution.

37. Contestant agrees that Airbus Ventures may photograph and/or create videos, motion pictures and/or other visual or audiovisual works of all or any part of the Presentations and question and answer periods and awarding of Prizes (collectively, the “Images”) and to use, re-use, publish and re-publish, display, perform and reproduce the Images in whole or in part, with or without alteration or modification, without Contestant’s inspection or approval, individually or in conjunction with other photographs, pictures, motion pictures, audio works, audiovisual works, representations, images, likenesses, captions, text, or other matter for use in any or all manner and in any or all media, whether now known or later invented, in any geographic territory, channel of trade or market, in connection with Airbus Venture’s activities, programs, publications and publicity. Contestant acknowledges and agrees that Contestant does not have any interest (whether under copyright or otherwise) in any of the Images or any works created using the Images.

38. RELEASE AND LIMITATIONS OF LIABILITY. BY PARTICIPATING IN THE AIRBUS VENTURES SKYDEFY COMPETITION, CONTESTANTS AGREE TO RELEASE AND

HOLD HARMLESS SPONSOR AND PARTICIPATING ORGANIZATIONS, AND THEIR AFFILIATES, ADVERTISING AND PROMOTIONAL AGENCIES, THE JUDGES, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS (THE “PROMOTION PARTIES”) FROM AND AGAINST ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF THEIR PARTICIPATION IN THE SKYDEFY COMPETITION,  INCLUDING WITHOUT LIMITATION ANY CLAIM OR CAUSE OF ACTION ARISING DIRECTLY OR INDIRECTLY FROM PERSONAL INJURIES OR PROPERTY DAMAGE INCURRED IN CONNECTION WITH CREATING OR TESTING ANY ELEMENT, MODEL OR OTHER EMBODIMENT OF ALL OR ANY PART OF CONTESTANT’S SOLUTION. EACH CONTESTANT FURTHER AGREES THAT IN ANY CAUSE OF ACTION, THE PROMOTION PARTIES’ LIABILITY WILL BE LIMITED TO THE COST OF PARTICIPATING IN THE PROMOTION, AND IN NO EVENT SHALL THE PROMOTION PARTIES BE LIABLE FOR ATTORNEYS’ FEES, PUNITIVE, CONSEQUENTIAL, DIRECT OR INDIRECT DAMAGES, AND EACH PARTICIPANT WAIVES THE RIGHT TO CLAIM ANY AND ALL DAMAGES WHATSOEVER.

Release of Claims (General). Each Contestant agrees to: (i) indemnify and hold Airbus Ventures and the Promotion Parties harmless from any and all liability resulting or arising directly or indirectly from the 2017 SkyDefy Competition, and (ii) release all rights to bring any claim, action

or proceeding against the Promotion Parties for any reason. Some jurisdictions may not allow the limitations or exclusions of liability for incidental or consequential damages or exclusion of implied warranties, so some of the above limitations or exclusions may not apply.

Release of Claims (California). Each Contestant acknowledges that there is a possibility that, subsequent to his or her involvement with the 2017 SkyDefy Competition and adherence to these Official Rules, he or she may discover facts or incur or suffer claims which were unknown or unsuspected at the time of agreeing to these Official Rules, and which if known by him or her at that time might have materially affected his or her decision to participate in the 2017 SkyDefy Competition. Such Contestants acknowledge and agree that by reason of these Official Rules, and the release contained in the preceding subsections, he or she is assuming any risk of such unknown facts and such unknown and unsuspected claims. Such Contestants acknowledge that they have read these Official Rules and, as such, hereby have been advised of the existence of Section 1542 of the California Civil Code, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

Full Release. Notwithstanding such provisions of the California Civil Code, this release shall constitute a full release in accordance with its terms. Such Contestants knowingly and voluntarily waive any statute, law, or rule of similar effect, and acknowledge and agree that this waiver is an essential and material term of this release, and without such waiver he or she would not have been permitted to participate in the 2017 SkyDefy Competition or compete for or receive a Prize. Such Contestants acknowledge and understand the significance and consequence of this release and of this specific waiver of such laws.

FEDERAL AVIATION REGULATIONS. Each contestant will be responsible for ensuring his or her compliance with all applicable Federal Aviation Regulations, and agrees to indemnify and hold Sponsor and the Participating Organizations harmless from any and all liability resulting or arising directly or indirectly from any lack or failure or defect in such compliance.

39. DISPUTES. THIS AGREEMENT WILL BE INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF STATE OF NEW YORK, WITHOUT APPLICATION OF ANY CONFLICT OF LAWS PROVISIONS WHICH COULD RESULT IN THE APPLICATION OF LAWS OF ANY OTHER JURISDICTION OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

Any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this 2017 SkyDefy competition, but in no event attorneys' fees; and (3) under no circumstances will Contestants be permitted to obtain awards for, and Contestants hereby waive all rights to claim, indirect, punitive, incidental and consequential damages and any other damages (other than for actual out-of- pocket expenses), and any and all rights to have damages multiplied or otherwise increased.

Each of the Parties hereby irrevocably and unconditionally consents to the exclusive personal jurisdiction  and venue in and before the United States District Court for the Southern District of New York, or if such court does not have subject matter jurisdiction, the courts sitting in the City of New York, Borough of Manhattan, State of New York, and any appellate court from any thereof, for the purposes of any suit, action, or other proceeding arising out of or in connection with this Agreement. The Parties waive any right to assert that the aforementioned courts are inconvenient and the case should be dismissed pursuant to the doctrine of forum non conveniens or transferred to another court.

40. CONSUMER DISCLOSURE. You have not yet won. Disclosure copies of Airbus Venture's IRS Form 990 are available by sending a written request marked "Airbus Ventures Form 990" to the 2017 SkyDefy Competition address.

41. ADDITIONAL CONDITIONS AND INFORMATION. Airbus Ventures assumes no responsibility for any computer, software, online, Internet or technological malfunctions or for lost, late, stolen, incomplete, illegible, inaccurate, undelivered, delayed, mutilated, postage-due or misdirected mail, correspondence, requests, claims or other errors or problems in connection with or relating to the 2017 SkyDefy Competition. Airbus Ventures is not responsible for interrupted or unavailable network server or other connections, miscommunications, failed telephone or computer transmissions or jumbled, scrambled or misdirected entries or transmissions; phone, electrical, network, computer hardware or software or program malfunctions, failures or difficulties; other errors, omissions, interruptions, or deletions of any kind whether human, mechanical or electronic or for any damage to any person's computer related to participating in the 2017 SkyDefy Competition nor for entries that cannot for any reason be downloaded or incorrect or inaccurate entry information, whether caused by Internet users or by any of the equipment or programming associated with or used in the 2017 SkyDefy Competition or by any technical or human errors which may occur in the processing of any entries in this 2017 SkyDefy Competition. Persons found tampering with or abusing any aspect of this 2017 SkyDefy Competition, as solely determined by Airbus Ventures and its affiliates, will be disqualified and may be subject to prosecution. If for any reason the 2017 SkyDefy Competition is not capable of being conducted as contemplated in the Official Rules, or if, in the judgment of Sponsor, the Airbus Ventures SkyDefy Innovation Prize is compromised by virus, bugs, malware, malicious code, computer software routines designed to permit unauthorized access to or use of a Sponsor or Participating Organizer’s IT system, non-authorized human intervention, computer or software failures, or other causes beyond the control of Sponsor, which compromises the administration, security, fairness or proper play of the 2017 SkyDefy Competition, Sponsor reserves the right, in its sole discretion, to discontinue, suspend or terminate or modify the 2017 SkyDefy Competition. To obtain a copy of these rules by mail, send a self-addressed, postage paid (Canadian residents may include an International Reply Coupon in lieu of a United States Postal Service stamp; VT residents mailing from VT may omit return envelope postage), business-size envelope to the 2017 SkyDefy Competition Address.

42. The 2017 SkyDefy Competition is VOID WHERE PROHIBITED.