Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On May 5, 2021, Experience Investment Corp. (the
“Company”) held a special meeting of stockholders via remote communication (the “Special Meeting”) in connection
with the Agreement and Plan of Merger, dated as of December 14, 2020 (as amended or modified from time to time, the “Merger Agreement”),
with Experience Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”) and Blade
Urban Air Mobility, Inc., a Delaware corporation (“Blade”), providing for, among other things, and subject to the terms and
conditions therein, a business combination between Blade and the Company pursuant to the proposed merger of Merger Sub with and into Blade
with Blade continuing as the surviving entity (the “Merger” and, together with the other transactions contemplated by the
Merger Agreement, the “Transactions”). As of the close of business on March 17, 2021, the record date for the Special Meeting,
there were 34,375,000 shares of the Company’s common stock, par value $0.001 per share, (“Common Stock”) outstanding
and entitled to vote, of which the holders of 18,722,047 shares of Common Stock were present or represented by proxy at the Special Meeting,
which number constituted a quorum.
Set forth below are the final voting results for
each of the matters submitted to a vote of the stockholders of the Company at the Special Meeting:
Proposal 1: The Business Combination Proposal.
A proposal to adopt the Merger Agreement and approve
the transactions contemplated thereby.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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19,442,673
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1,087,824
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35,420
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0
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Proposal 2: The Charter Proposal.
A proposal to approve and adopt the second amended
and restated certificate of incorporation of the Company.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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19,418,816
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1,089,646
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57,455
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0
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Proposal 3: The Governance Proposal.
Proposals to vote on, on a non-binding advisory
basis, certain governance provisions in the second amended and restated certificate of incorporation presented separately in accordance
with the United States Securities and Exchange Commission Requirements:
Proposal 3A: To cause the
Company to not be governed by Section 203 of the Delaware General Corporate Law (“DGCL”) and, instead, include a
provision in the second amended and restated certificate of incorporation that is substantially similar to Section 203 of the
DGCL.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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16,517,827
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3,974,752
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73,338
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0
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Proposal 3B: To approve an
increase of the Company’s total number of authorized shares of all classes of capital stock from 111,000,000 shares to 402,000,000
shares, which would consist of (i) increasing the authorized Company Class A common stock from 100,000,000 shares to 400,000,000 shares,
(ii) increasing the authorized Company preferred stock from 1,000,000 shares to 2,000,000 shares and (iii) eliminating the Company Class
B common stock.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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19,012,928
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1,447,031
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95,958
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0
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Proposal 3C: To approve
provisions in the second amended and restated certificate of incorporation that provide that certain transactions are not
“corporate opportunities” and that each of Experience Sponsor LLC and each member of the board of directors of the
Company (the “Board”) who is not an employee of the Company and their respective affiliates and the investment funds
affiliated with them and their respective successors and affiliates and all of their respective partners, principals, directors,
officers, members, managers, equity holders and/or employees, including any of the foregoing who serve as officers or directors of
the Company are not subject to the doctrine of corporate opportunity.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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19,328,167
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1,158,702
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79,048
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0
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Proposal 4: The Incentive Plan Proposal.
A proposal to approve and adopt the 2021 Omnibus
Incentive Plan and the material terms thereunder, including the authorization of the initial share reserve thereunder.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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19,227,919
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1,259,321
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78,677
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0
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Proposal 5: The Director Election
Proposal.
A proposal to approve the election of each of
seven directors to serve staggered terms on the Board until immediately following the annual meeting of Company stockholders for the
calendar year ended December 31, 2021 (Class I), 2022 (Class II) and 2023 (Class III), as applicable, and until their respective
successors are duly elected and qualified.
To approve the election of Edward Philip to the
Board as a Class I director:
Votes Cast For
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Votes Cast Against
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Abstentions
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19,433,247
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0
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1,132,670
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To approve the election of David Zaslav to the
Board as a Class I director:
Votes Cast For
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Votes Cast Against
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Abstentions
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19,284,911
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0
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1,281,006
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To approve the election of Eric Affeldt to the
Board as a Class II director:
Votes Cast For
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Votes Cast Against
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Abstentions
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19,368,492
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0
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1,197,425
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To approve the election of Kenneth Lerer to the
Board as a Class II director:
Votes Cast For
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Votes Cast Against
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Abstentions
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20,498,562
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0
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67,355
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To approve the election of Jane Garvey to the Board
as a Class III director:
Votes Cast For
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Votes Cast Against
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Abstentions
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20,492,316
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0
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73,601
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To approve the election of Robert Wiesenthal to
the Board as a Class III director:
Votes Cast For
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Votes Cast Against
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Abstentions
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20,489,146
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0
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76,771
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To approve the election of Susan Lyne to the Board
as a Class III director:
Votes Cast For
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Votes Cast Against
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Abstentions
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20,506,980
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0
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58,937
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Proposal 6: The Nasdaq Proposal.
A proposal to approve for purposes of complying
with Nasdaq Rules 5635(a), (b) and (d), the issuance of (i) more than 20% of the Company’s issued and outstanding shares of common
stock in connection with the Transactions, and more than 20% of the Company’s issued and outstanding shares to a single holder (which
may constitute a change of control under the Nasdaq Rules); and (ii) shares of Class A Common Stock to a director, officer or Substantial
Shareholder (as defined by Nasdaq Rule 5635(e)(3)) in connection with the Transactions.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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19,319,826
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1,165,248
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80,843
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0
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Proposal 7: The Adjournment Proposal.
A proposal to approve the adjournment of the Special
Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Proposal, the Governance Proposal,
the Incentive Plan Proposal, the Director Election Proposal and the Nasdaq Proposal.
Votes Cast For
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Votes Cast Against
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Abstentions
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Broker Non-Votes
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19,336,355
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1,167,417
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62,145
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0
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