LAW OFFICE OF JOHN MIETUS, LLC

6701 DEMOCRACY BOULEVARD, SUITE 300

BETHESDA, MD 20817-7500

JOHN R. MIETUS, JR. 

(202) 747-5212

john@mietuslaw.com

March 9, 2015

BY ELECTRONIC MAIL

Ms. Catherine O’Toole

Air Carrier Fitness Division

Department of Transportation

1200 New Jersey Avenue, SE

Washington, DC 20590

Re: Eastern Air Lines Group, Inc., Dockets OST-2014-0012/0013

Dear Ms. O’Toole:

By letter dated March 3, 2015, you requested that Eastern Air Lines Group, 

Inc. (“Eastern”) provide certain additional information relating to the abovecaptioned applications. Eastern’s responses to your inquiries (in bold below) follow.

Please provide information regarding Series B stock [sic]. Such 

description should include: the number of shares outstanding by 

class or series, convertibility into other classes or series of stock; 

representation on the board of directors, voting rights, entitlement 

to dividend, consequences of failure to pay such dividends, and 

liquidation preferences.

Eastern understands this inquiry to relate to Class B member interests in VV-DC 

Eastern Investments, LLC. The VV-DC Limited Liability Company Agreement, 

Confidential Exhibit D, names Messrs. Vincent Viola and Douglas Cifu as the sole 

Managing Members; there is no provision for a Board of Directors or for member 

voting rights. The agreement provides that "Managing Members shall make all 

decisions regarding the business, activities and operations of the Company. . . in 

their sole discretion without the consent of any other Member" and that other 

members "shall not participate in the control, management, direction or operation of 

the activities or affairs of the Company and shall have no power to act for or bind 

the Company."

The VV-DC agreement does not provide for the conversion of member interests 

between classes, and it designates Percentage Interests for accounting and 

distribution purposes. Messrs. Viola and Cifu are Class A members and hold 

85.07% and 9.45% of the LLC's Percentage Interests, respectively. Class B interests 

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

EASTERN AIR LINES GROUP, INC.

Eastern Air Lines Group, Inc. (the “Corporation”), a corporation organized and existing

under and by virtue of the provisions of the General Corporation Law of the State of Delaware

(the “General Corporation Law”)

DOES HEREBY CERTIFY:

A. That the name of the Corporation is Eastern Air Lines Group, Inc., and that the

Corporation was originally incorporated pursuant to the General Corporation Law on October

19, 2011 under the name Eastern Air Lines Group, Inc.

B. That, pursuant to Section 242 and 245 of the General Corporation Law, the Board

of Directors duly adopted resolutions proposing to amend and restate the Certificate of

Incorporation of the Corporation, declaring said amendment and restatement to be advisable and

in the best interests of the Corporation. Pursuant to Section 228 of the General Corporation Law,

the stockholders of the Corporation have approved the foregoing amendment and restatement of

the Certificate of Incorporation.

C. That the Amended and Restated Certificate of Incorporation of the Corporation be

amended and restated in its entirety to read as follows:

FIRST. The name of the Corporation is Eastern Air Lines Group, Inc.

SECOND. The address of the registered office of the Corporation in the State of

Delaware is 1209 Orange Street, City of Wilmington, County of New Castle 19801. The name of

its registered agent at such address is The Corporation Trust Company.

THIRD. The nature of the business or purposes to be conducted or promoted is to

engage in any lawful act or activity for which corporations may be organized under the General

Corporation Law.

FOURTH. The total number of shares of all classes of stock which the Corporation

shall have authority to issue is 68,000,000 which shall be divided as follows: (i) 45,000,000

shares of Common Stock, $0.001 par value per share (“Common Stock”), and (ii) 23,000,000

shares of Preferred Stock, $0.001 par value per share (“Preferred Stock” and together with

"Common Stock" shall collectively be referred to as "Shares"). The Preferred Stock authorized

may be issued from time to time in one or more series. Subject to compliance with applicable

protective voting rights that have been or may be granted to the Preferred Stock or any series

thereof in protective provisions (including the protective provisions applicable to the Series A

Preferred Stock in Section 3.3 of this Article Fourth) (collectively, “Protective Provisions”), the

Board of Directors is hereby authorized to fix or alter the rights (including voting rights),

preferences, powers, privileges and restrictions granted to or imposed upon additional series of

Preferred Stock (for clarity, other than the Series A Preferred Stock), and the number of shares

Eastern Air Lines

Exhibit 27

(28 pages)
constituting any such series and the designation thereof. Subject to compliance with the

applicable Protective Provisions, the rights, privileges, preferences and restrictions of any such

additional series may be subordinated to, or pari passu with (including, without limitation,

provisions with respect to liquidation and acquisition preferences, redemption and/or approval of

matters by vote or written consent), or senior to any of those of any present or future class or

series of Preferred Stock or Common Stock. Subject to compliance with the Protective

Provisions, the Board of Directors is also authorized to increase or decrease the number of shares

of any series (other than the Series A Preferred Stock), prior or subsequent to the issuance of

such series, but not below the number of shares of such series then outstanding. In case the

number of shares of any series shall be so decreased, the shares constituting such decrease shall

resume the status that they had prior to the adoption of the resolution originally fixing the

number of shares of such series.

The following is a statement of the designations and the powers, privileges and rights, and the

qualifications, limitations or restrictions thereof in respect of each class of capital stock of the

Corporation.

A. COMMON STOCK

1. General. The voting, dividend and liquidation rights of the holders of the

Common Stock are subject to and qualified by the rights, powers and preferences of the holders

of the Preferred Stock set forth herein.

2. Voting. Subject to Article Sixth, the holders of the Common Stock are

entitled to one vote for each share of Common Stock held at all meetings of stockholders (and

written actions in lieu of meetings). There shall be no cumulative voting. The number of

authorized shares of Common Stock may be increased or decreased (but not below the number

of shares thereof then outstanding) by the affirmative vote of the holders of shares of capital

stock of the Corporation representing a majority of the votes represented by all outstanding

shares of capital stock of the Corporation entitled to vote (with the holders of the Series A

Preferred Stock voting with the holders of the Common Stock together as a class on an as

converted basis), irrespective of the provisions of Section 242(b)(2) of the General Corporation

Law.

B. PREFERRED STOCK

23,000,000 shares of the authorized and unissued Preferred Stock of the Corporation are hereby

designated “Series A Preferred Stock” with the following rights, preferences, powers,

privileges and restrictions, qualifications and limitations.

1. Dividends. The Corporation shall not declare, pay or set aside any

dividends on shares of any other class or series of capital stock of the Corporation (other than

dividends on shares of Common Stock payable in shares of Common Stock) unless (in addition

to the obtaining of any consents required elsewhere in this Second Amended and Restated

Certificate of Incorporation) the holders of the Series A Preferred Stock (the "Series A Preferred
Stockholders") then outstanding shall simultaneously receive a dividend on each outstanding

share of Series A Preferred Stock in an amount at least equal to (i) in the case of a dividend on

Common Stock or any class or series that is convertible into Common Stock, that dividend per

share of Series A Preferred Stock as would equal the product of (A) the dividend payable on

each share of such class or series determined, if applicable, as if all shares of such class or series

had been converted into Common Stock and (B) the number of shares of Common Stock

issuable upon conversion of a share of Series A Preferred Stock, in each case calculated on the

record date for determination of holders entitled to receive such dividend or (ii) in the case of a

dividend on any class or series that is not convertible into Common Stock, at a rate per share of

Series A Preferred Stock determined by (A) dividing the amount of the dividend payable on each

share of such class or series of capital stock by the original issuance price of such class or series

of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split,

combination or other similar recapitalization with respect to such class or series) and (B)

multiplying such fraction by an amount equal to the Series A Original Issue Price (as defined

below); provided that, if the Corporation declares, pays or sets aside, on the same date, a

dividend on shares of more than one class or series of capital stock of the Corporation, the

dividend payable to the Series A Preferred Stockholders pursuant to this Section 1 shall be

calculated based upon the dividend on the class or series of capital stock that would result in the

highest Series A Preferred Stock dividend. The “Series A Original Issue Price” shall mean

$0.25601639 per share, subject to appropriate adjustment in the event of any stock dividend,

stock split, combination or other similar recapitalization with respect to the Series A Preferred

Stock.

2. Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidations

and Asset Sales.

2.1 Preferential Payments to Series A Preferred Stockholders. In the

event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation

or Deemed Liquidation Event (as defined below), subject to the rights, privileges and

preferences of any other class or series of Preferred Stock set forth in a Certificate of

Designation or Incorporation, the holders of shares of Series A Preferred Stock then outstanding

shall be entitled to be paid out of the assets of the Corporation available for distribution to its

stockholders before any payment shall be made to the holders of Common Stock by reason of

their ownership thereof, an amount per share equal to the greater of (i) the Series A Original

Issue Price, plus any accrued dividends, if any, declared but unpaid thereon, or (ii) such amount

per share as would have been payable had all shares of Series A Preferred Stock been converted

into Common Stock pursuant to Section 4 immediately prior to such liquidation, dissolution,

winding up or Deemed Liquidation Event (the amount payable pursuant to this sentence is

hereinafter referred to as the “Series A Liquidation Amount”). If upon any such liquidation,

dissolution or winding up of the Corporation or Deemed Liquidation Event, the assets of the

Corporation available for distribution to its stockholders shall be insufficient to pay the holders

of shares of Series A Preferred Stock the full amount to which they shall be entitled under this

Subsection 2.1, the holders of shares of Series A Preferred Stock shall share ratably in any

distribution of the assets available for distribution in proportion to the respective amounts which

would otherwise be payable in respect of the shares held by them upon such distribution if all

amounts payable on or with respect to such shares were paid in full.
2.2 Payments to Holders of Common Stock. In the event of any

voluntary or involuntary liquidation, dissolution or winding up of the Corporation or Deemed

Liquidation Event, after the payment of all preferential amounts required to be paid to the

holders of shares of Series A Preferred Stock and all other class or series of Preferred Stock (to

the extent set forth in a Certificate of Designation or Incorporation), the remaining assets of the

Corporation available for distribution to its stockholders shall be distributed among the holders

of shares of Common Stock, pro rata based on the number of shares held by each such holder.

2.3 Deemed Liquidation Events.

2.3.1 Definition. Each of the following events shall be

considered a “Deemed Liquidation Event”:

(a) a merger or consolidation in which

(i) the Corporation is a constituent party, or

(ii) a subsidiary of the Corporation is a

constituent party and the Corporation issues shares of its capital stock pursuant to such merger or

consolidation, except, in the case of both clause (i) and (ii), any such merger or consolidation

involving the Corporation or a subsidiary in which the shares of capital stock of the Corporation

outstanding immediately prior to such merger or consolidation continue to represent, or are

converted into or exchanged for shares of capital stock that represent, immediately following

such merger or consolidation, at least a majority, by voting power, of the outstanding capital

stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation

is a wholly owned subsidiary of another corporation immediately following such merger or

consolidation, the parent corporation of such surviving or resulting corporation; or

(b) the sale, lease, transfer, exclusive license or other

disposition, in a single transaction or series of related transactions, by the Corporation or any

subsidiary of the Corporation of all or substantially all the assets of the Corporation and its

subsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of one

or more subsidiaries of the Corporation if substantially all of the assets of the Corporation and its

subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale,

lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the

Corporation.

2.3.2 Effecting a Deemed Liquidation Event.

(a) The Corporation shall not have the power to effect a

Deemed Liquidation Event referred to in Section 2.3.1(a)(i) unless the agreement or plan of

merger or consolidation for such transaction (the “Merger Agreement”) provides that the

consideration payable to the stockholders of the Corporation, if any, shall be allocated among the

holders of capital stock of the Corporation in accordance with Sections 2.1 and 2.2, and is

otherwise approved in accordance herewith, including compliance with the Protective Provisions

hereof.
(b) In the event of a Deemed Liquidation Event

referred to in Section 2.3.1(a) or 2.3.1(b), if the Corporation does not effect a dissolution of the

Corporation under the General Corporation Law within 30 days after such Deemed Liquidation

Event, then (i) the Corporation shall send a written notice to each holder of Series A Preferred

Stock no later than the 30th day after the Deemed Liquidation Event advising such holders of

their right (and the requirements to be met to secure such right) pursuant to the terms of the

following clause (ii) to require the redemption of such shares of Series A Preferred Stock, and

(ii) if the holders of at least a majority of the then outstanding shares of Series A Preferred Stock

so request in a written instrument delivered to the Corporation not later than 90 days after such

Deemed Liquidation Event, subject to the rights, privileges and preferences of any other class or

series of Preferred Stock set forth in a Certificate of Designation or Incorporation, the

Corporation shall use the consideration received by the Corporation for such Deemed

Liquidation Event (net of any retained liabilities associated with the assets sold or technology

licensed, as determined in good faith by the Compensation Committee), together with any other

assets of the Corporation available for distribution to its stockholders, all to the extent permitted

by Delaware law governing distributions to stockholders (the “Available Proceeds”), on the

earlier of the (A) date that is ten (10) business days after the date set forth in the notice sent by

the holders of a majority of the Series A Preferred Stock pursuant to Section 2.3.2(b)(ii) or (B)

120th day after such Deemed Liquidation Event (the earlier of (A) and (B) is the “Redemption

Date”), to redeem all outstanding shares of Series A Preferred Stock at a price per share equal to

the Series A Liquidation Amount. Notwithstanding the foregoing, in the event of a redemption

pursuant to the preceding sentence, if the Available Proceeds are not sufficient to redeem all

outstanding shares of Series A Preferred Stock, the Corporation shall ratably redeem each

holder’s shares of Series A Preferred Stock and the shares of all other classes and series of

Preferred Stock then outstanding, if any (to the extent and with the priority of such other classes

and series of Preferred Stock as set forth in a Certificate of Designation or Incorporation) to the

fullest extent of such Available Proceeds, and shall redeem the remaining shares of Series A

Preferred Stock and shares of such other Preferred Stock as soon as it may lawfully do so under

Delaware law governing distributions to stockholders.

(c) In the event of a redemption pursuant to Section

2.3.2(b), following receipt of notice from the holders of a majority of the Series A Preferred

Stock, the Corporation shall send written notice of the mandatory redemption (the “Redemption

Notice”) to each holder of record of Series A Preferred Stock not less than 10 days prior to each

Redemption Date. Each Redemption Notice shall state:

(i) the number of shares of Series A Preferred

Stock held by the holder that the Corporation shall redeem on the Redemption Date specified in

the Redemption Notice;

(ii) the Redemption Date; and

(iii) that the holder is to surrender to the

Corporation, in the manner and at the place designated, his or its certificate or certificates

representing the shares of Series A Preferred Stock to be redeemed.
(d) On or before the applicable Redemption Date, each

holder of shares of Series A Preferred Stock to be redeemed on such Redemption Date, unless

such holder has exercised his or its right to convert such shares as provided in Section 4, shall

surrender the certificate or certificates representing such shares (or, if such registered holder

alleges that such certificate has been lost, stolen or destroyed, a lost certificate affidavit and

agreement reasonably acceptable to the Corporation to indemnify the Corporation against any

claim that may be made against the Corporation on account of the alleged loss, theft or

destruction of such certificate) to the transfer agent designated by the Corporation (the “Transfer

Agent”), in the manner and at the place designated in the Redemption Notice, and thereupon the

Series A Liquidation Amount for such shares shall be payable to the order of the person whose

name appears on such certificate or certificates as the owner thereof. In the event less than all of

the shares of Series A Preferred Stock represented by a certificate are redeemed, a new

certificate representing the unredeemed shares of Series A Preferred Stock shall promptly be

issued to such holder.

(e) If the Redemption Notice shall have been duly

given, and if on or before the applicable Redemption Date the Series A Liquidation Amount

payable upon redemption of the shares of Series A Preferred Stock to be redeemed is paid or

tendered for payment or deposited with an independent payment agent so as to be available

therefor in a timely manner, then notwithstanding that the certificates evidencing any of the

shares of Series A Preferred Stock so called for redemption shall not have been surrendered,

dividends, if any, with respect to such shares of Series A Preferred Stock shall cease to accrue

after such Redemption Date and all rights with respect to such shares shall forthwith after the

Redemption Date terminate, except only the right of the holders to receive the Series A

Liquidation Amount without interest upon surrender of their certificate or certificates therefor.

(f) Prior to the distribution or redemption provided for

in Section 2.3.2, the Corporation shall not expend or dissipate the Available Proceeds, except to

discharge expenses incurred in connection with such Deemed Liquidation Event and to pay

amounts due to the Series A Preferred Stockholders and the holders of other classes or series of

Preferred Stock then outstanding, if any, pursuant to the terms thereof as set forth in a Certificate

of Designation or Incorporation.

2.3.3 Amount Deemed Paid or Distributed. The amount deemed

paid or distributed to the holders of capital stock of the Corporation upon any such merger,

consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cash

or the value of the property, rights or securities paid or distributed to such holders by the

Corporation or the acquiring person, firm or other entity. The value of such property, rights or

securities shall be determined in good faith by the Compensation Committee.

3. Voting.

3.1 Election of Directors. Each Stockholder agrees to vote all of his,

her or its Shares having voting power (and any other Shares over which he, she or it exercises

voting control), in connection with the election of directors to the Board of Directors as

specifically provided herein. Notwithstanding anything contained herein to the contrary, each
person who is set forth in the definition of Compensation Committee contained in Section

4.4.1(c) hereof shall be selected to serve as a member of the Compensation Committee of the

Board of Directors and pursuant to Section 141(a) of the General Corporation Law, the

Compensation Committee, and not the Board of Directors, shall manage the business and affairs

of the Corporation to the extent specifically provided in this Second Amended and Restated

Certificate of Incorporation and the Amended and Restated Stockholders Agreement. Subject to

the provisions of this Section 3.1 and Section 3.2, the Board of Directors shall be initially

comprised of five (5) members as follows: (i) two (2) of which shall be selected by the Viola

Investor (as defined in the Amended and Restated Stockholders Agreement) and shall initially be

filled by Douglas Cifu and Vincent Viola (the "Viola Directors"), (ii) one (1) of which shall be

selected by 1848 and shall initially be filled by Joseph E. DaGrosa, Jr. (the "1848 Director"),

and (iii) the remaining two (2) seats shall initially be filled by Edward J. Wegel and William

Owens (collectively, the "Other Directors"). Additional members of the Board of Directors may

be selected by a majority-in-interest of the Series A Preferred Stockholders (voting together with

the holders of Common Stock on an as converted basis or if all of such Series A Preferred Stock

are converted into Common Stock, then by a majority-in-interest of the holders of Common

Stock) ( the "Majority Interest Holders").

3.2 Removal; Vacancies. Any Viola Director and any Other Director

(as well as any additional members of the Board of Directors selected by the Majority Interest

Holders) may be removed and/or any vacancy occurring for any reason whatsoever with respect

to any such Board seats shall be filled by the Majority Interest Holders. Any Board member

appointed by 1848 may be removed and/or any vacancy occurring for any reason whatsoever

with respect to such Board seat shall be filled by 1848. Each Stockholder agrees to vote all of

his, her or its Shares having voting power (and any other Shares over which he, she or it

exercises voting control) in such manner, or take any other action necessary or appropriate for

the removal of any director, and/or to ensure that any vacancy on the Board of Directors

occurring for any reason shall be filled as specifically provided for herein

3.3 Series A Preferred Stock Protective Provisions. So long as any

shares of Series A Preferred Stock are outstanding, and owned by the Viola Investor (as defined

in the Amended and Restated Stockholders Agreement), in addition to any other vote or approval

required by law, this Second Amended and Restated Certificate of Incorporation, the

Corporation's Amended and Restated Stockholders Agreement or Second Amended and Restated

Bylaws, the Corporation will not, without the written consent of the holders of at least 51% of

the Corporation’s Series A Preferred Stock, either directly or by amendment, merger,

consolidation, or otherwise (provided, however, that to the extent a majority of the Board of

Directors voting on the same action is comprised of directors which are selected by the Majority

Interest Holders, then no such separate consent shall be required):

3.3.1 liquidate, dissolve or wind-up the affairs of the

Corporation, or effect any merger or consolidation of the Corporation or any other Deemed

Liquidation Event;
3.3.2 amend, alter or repeal any provision of this Second

Amended and Restated Certificate of Incorporation, the Amended and Restated Stockholder

Agreement, and the Second Amended and Restated Bylaws of the Corporation;

3.3.3 create or authorize the creation of or issue any other

security convertible into or exercisable for any equity security, having rights, preferences or

privileges senior to or on parity with the Series A Preferred Stock, or increase the authorized

number of shares of Series A Preferred Stock;

3.3.4 purchase or redeem or pay any dividend on any Shares

prior to the Series A Preferred Stock;

3.3.5 create or authorize the creation of any debt, except with

respect to the replacement of the Working Capital Line of Credit as defined in the Amended and

Restated Stockholder Agreement.

3.3.6 approve the annual operating budget of the Corporation

and/or approve a material contract providing for the payment of more than $250,000 annually,

any contract not entered into in the ordinary course of business or that restricts the ability of the

Corporation to engage in any business or in any particular geography not otherwise provided for

in such budget;

3.3.7 create or hold capital stock in any subsidiary that is not a

wholly-owned subsidiary or dispose of any subsidiary stock or all or substantially all of any

subsidiary assets;

3.3.8 subject to Sections 3.1 and 3.2, increase or decrease the

size of the Board of Directors;

3.3.9 remove Ed Wegel as Chief Executive Officer or approve

any replacement as the Chief Executive Officer;

3.3.10 enter into any transaction between the Corporation or any

of its Subsidiaries and 1848 or any of its Affiliates; or

3.3.11 approve any additional equity or debt financing, including

the contemplated Qualified Public Offering; provided, however, that no consent of the Series A

Preferred Stockholders shall be required (a) if the per share value of such financing is at least

three times the Series A Original Issue Price, and any financing is junior to the Series A

Preferred Stock, (b) with respect to any issuance of equity securities under the Employee

Incentive Pool and Warrant Agreements (and/or pursuant to the exercise of any rights

thereunder), (c) with respect to any issuance of any equity securities in the $2.5M Raise, and (d)

with respect to any issuance of any equity securities in the Corporation in the Redemption

Issuances (as defined in the Amended and Restated Stockholders Agreement).

3.4 Minority Protective Provisions. So long as 1848 Capital Partners

LLC (“1848”) directly or indirectly owns at least 50% of the shares of Common Stock owned on
the date hereof, in addition to any other vote or approval required by law, this Second Amended

and Restated Certificate of Incorporation, the Corporation's Amended and Restated Stockholders

Agreement or Second Amended and Restated Bylaws, the Corporation will not, without the

written consent of 1848, either directly or by amendment, merger, consolidation, or otherwise:

3.4.1 amend, alter or repeal any provision of this Second

Amended and Restated Certificate of Incorporation, the Second Amended and Restated Bylaws,

or the Amended and Restated Stockholders Agreement of the Corporation (other than in

connection with any Qualified Public Offering);

3.4.2 purchase or redeem or pay any dividend on any Shares of

the Corporation;

3.4.3 remove Ed Wegel as Chief Executive Officer of the

Corporation or approve any replacement as the Chief Executive Officer of the Corporation;

3.4.4 enter into any transactions between the Corporation or any

of its Subsidiaries and any Series A Preferred Stockholder (or any such holder of Common Stock

if the Series A Preferred Stock is converted) or any of their Affiliates;

3.4.5 draw down, replace, terminate or repay the Working

Capital Line of Credit;

3.4.6 make any changes to the maximum number of shares of

Common Stock that may be issued under the Employee Incentive Pool (as defined in Section

4.4.1); or

3.4.7 issue any security of the Corporation (including without

limitation any security convertible into or exercisable for any equity security of the Corporation)

with a price per share of less than the Series A Original Issue Price; provided, however, that no

consent of 1848 shall be required (a) with respect to any issuance of equity securities under the

Employee Incentive Pool and Warrant Agreements (and/or pursuant to the exercise of any rights

thereunder), (b) with respect to any issuance of any equity securities in the $2.5M Raise, and (c)

with respect to any issuance of any equity securities of the Corporation in the Redemption

Issuances.

3.5 Observation Rights.

3.5.1 The Majority Interest Holders shall have the right to

designate a representative to observe all Board and Board committee meetings (the “MIH

Observer”), with all rights of observation and to receive simultaneously with the Board copies of

all documentation provided to the Board members in their capacities as such in connection with

any such meeting (including written consents in lieu of any meetings). The MIH Observer shall

receive timely notice of all Board meetings. The initial MIH Observer shall be Matthew

Caldwell.
3.5.2 New Eastern Air Lines, Inc., f/k/a Eastern Air Lines, Inc., a

Delaware corporation (“NEAL”) shall have the right to designate a representative to attend and

observe all meetings of the Corporation’s Stockholders (the “NEAL Observer”), with rights to

observe and to receive a copy of all correspondence and information delivered to the

Corporation’s Stockholders, from the date hereof so long as NEAL holds the Eastern Estate

Warrant.

4. Optional Conversion.

The holders of the Series A Preferred Stock shall have conversion rights as follows (the

“Conversion Rights”):

4.1 Right to Convert; Conversion Ratio. Each share of Series A

Preferred Stock shall be convertible, at the option of the holder thereof, at any time and from

time to time, and without the payment of additional consideration by the holder thereof, into

such number of fully paid and nonassessable shares of Common Stock as is determined by

dividing the Series A Original Issue Price by the Series A Conversion Price (as defined below)

in effect at the time of conversion. The “Series A Conversion Price” shall initially be equal to

the Series A Original Issue Price. Such initial Series A Conversion Price, and the rate at which

shares of Series A Preferred Stock may be converted into shares of Common Stock, shall be

subject to adjustment as provided below.

4.2 Fractional Shares. No fractional shares of Common Stock shall be

issued upon conversion of the Series A Preferred Stock. In lieu of any fractional shares to which

the holder would otherwise be entitled, the Corporation shall pay cash equal to such fraction

multiplied by the fair market value of a share of Common Stock as determined in good faith by

the Compensation Committee. Whether or not fractional shares would be issuable upon such

conversion shall be determined on the basis of the total number of shares of Series A Preferred

Stock the holder is at the time converting into Common Stock and the aggregate number of

shares of Common Stock issuable upon such conversion.

4.3 Mechanics of Conversion.

4.3.1 Notice of Conversion. In order for a holder of Series A

Preferred Stock to voluntarily convert shares of Series A Preferred Stock into shares of Common

Stock, such holder shall surrender the certificate or certificates for such shares of Series A

Preferred Stock (or, if such registered holder alleges that such certificate has been lost, stolen or

destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to

indemnify the Corporation against any claim that may be made against the Corporation on

account of the alleged loss, theft or destruction of such certificate), at the office of the Transfer

Agent, together with written notice that such holder elects to convert all or any number of the

shares of the Series A Preferred Stock represented by such certificate or certificates and, if

applicable, any event on which such conversion is contingent. Subject to the provisions

contained in the Amended and Restated Stockholders Agreement, such notice shall state such

holder’s name or the names of the nominees in which such holder wishes the certificate or

certificates for shares of Common Stock to be issued. If required by the Corporation, certificates
surrendered for conversion shall be endorsed or accompanied by a written instrument or

instruments of transfer, in form satisfactory to the Corporation, duly executed by the registered

holder or his or its attorney duly authorized in writing. The close of business on the later of the

date (x) such holder has requested to be the effective date of conversion as set forth in the

conversion notice delivered by such holder, and (y) of receipt by the Transfer Agent of such

certificates (or lost certificate affidavit and agreement) and notice shall be the time of conversion

(the “Conversion Time”), and the shares of Common Stock issuable upon conversion of the

shares represented by such certificate shall be deemed to be outstanding of record as of such

date. The Corporation shall, as soon as practicable after the Conversion Time, (i) issue and

deliver to such holder of Series A Preferred Stock, or to his or its nominees (subject to the

provisions contained in the Amended and Restated Stockholders Agreement), a certificate or

certificates for the number of full shares of Common Stock issuable upon such conversion in

accordance with the provisions hereof and a certificate for the number (if any) of the shares of

Series A Preferred Stock represented by the surrendered certificate that were not converted into

Common Stock, (ii) pay in cash such amount as provided in Section 4.2 in lieu of any fraction of

a share of Common Stock otherwise issuable upon such conversion and (iii) pay all other

accrued dividends, if any, declared but unpaid to which the shares of Series A Preferred Stock

converted are entitled.

4.3.2 Reservation of Shares. The Corporation shall at all times

when the Series A Preferred Stock shall be outstanding, reserve and keep available out of its

authorized but unissued capital stock, for the purpose of effecting the conversion of the Series A

Preferred Stock, such number of its duly authorized shares of Common Stock as shall from time

to time be sufficient to effect the conversion of all outstanding Series A Preferred Stock; and if at

any time the number of authorized but unissued shares of Common Stock shall not be sufficient

to effect the conversion of all then outstanding shares of the Series A Preferred Stock, the

Corporation shall take such corporate action as may be necessary to increase its authorized but

unissued shares of Common Stock to such number of shares as shall be sufficient for such

purposes, including, without limitation, engaging in best efforts to obtain the requisite

stockholder approval of any necessary amendment to this Second Amended and Restated

Certificate of Incorporation. Before taking any action which would cause an adjustment

reducing the Series A Conversion Price below the then par value of the shares of Common Stock

issuable upon conversion of the Series A Preferred Stock, the Corporation will take any

corporate action which may, in the opinion of its counsel, be necessary in order that the

Corporation may validly and legally issue fully paid and nonassessable shares of Common Stock

at such adjusted Series A Conversion Price.

4.3.3 Effect of Conversion. All shares of Series A Preferred

Stock which shall have been surrendered for conversion as herein provided shall no longer be

deemed to be outstanding and all rights with respect to such shares shall immediately cease and

terminate at the Conversion Time, except only the right of the holders thereof to receive shares

of Common Stock in exchange therefor, to receive payment in lieu of any fraction of a share

otherwise issuable upon such conversion as provided in Section 4.2 and to receive payment of all

dividends declared but unpaid to which the shares of Series A Preferred Stock converted are

entitled. Any shares of Series A Preferred Stock so converted shall be retired and cancelled and

may not be reissued as shares of such series and shall resume the status of authorized but
unissued shares of Preferred Stock which is undesignated as to series and the Corporation may

thereafter take such appropriate action (without the need for stockholder action) as may be

necessary to reduce the authorized number of shares of Series A Preferred Stock accordingly.

4.3.4 Taxes. The Corporation shall pay any and all issue and

other similar taxes that may be payable in respect of any issuance or delivery of shares of

Common Stock upon conversion of shares of Series A Preferred Stock pursuant to this Section 4.

The Corporation shall not, however, be required to pay any tax which may be payable in respect

of any transfer involved in the issuance and delivery of shares of Common Stock in a name other

than that in which the shares of Series A Preferred Stock so converted were registered, and no

such issuance or delivery shall be made unless and until the person or entity requesting such

issuance has paid to the Corporation the amount of any such tax or has established, to the

satisfaction of the Corporation, that such tax has been paid.

4.4 Adjustments to Series A Conversion Price for Diluting Issues.

4.4.1 Special Definitions. For purposes of this Article Fourth,

the following definitions shall apply:

(a) “Additional Shares of Common Stock” shall mean

all shares of Common Stock issued (or, pursuant to Section 4.4.3 below, deemed to be issued) by

the Corporation after the Series A Original Issue Date, other than (1) the following shares of

Common Stock and (2) shares of Common Stock deemed issued pursuant to the following

Options and Convertible Securities (clauses (1) and (2), collectively, “Exempted Securities”):

(i) shares of Common Stock, Options or

Convertible Securities issued as a dividend or distribution on Series A Preferred Stock;

(ii) shares of Common Stock, Options or

Convertible Securities issued by reason of a dividend, stock split, split-up or other distribution

on shares of Common Stock that is covered by Section 4.5, 4.6, or 4.7;

(iii) shares of Common Stock or Options issued

to employees, officers or directors of the Corporation or any of its subsidiaries pursuant to the

Employee Incentive Pool or warrants issued in connection with the Warrant Agreements

(together with shares of Common Stock or other equity securities issuable upon the exercise or

conversion or exchange, as applicable, of such options, warrants or other such equity securities);

(iv) shares of Common Stock or Convertible

Securities actually issued upon the exercise of Options or shares of Common Stock actually

issued upon the conversion or exchange of Convertible Securities, in each case provided such

issuance is pursuant to the terms of such Option or Convertible Security;

(v) shares of Common Stock, Options or

Convertible Securities issued by reason of a Qualified Public Offering, pursuant to the $2.5M

Raise, and in connection with the Redemption Issuances;
(vi) shares of Common Stock, Options or

Convertible Securities issued to banks, equipment lessors or other financial institutions, or to real

property lessors, pursuant to a debt financing, equipment leasing or real property leasing

transaction approved by the Compensation Committee (including shares underlying (directly or

indirectly) any such Options or Convertible Securities);

(vii) shares of Common Stock, Options or

Convertible Securities issued to suppliers or third party service providers in connection with the

provision of goods or services or issued to strategic partnerships or persons or entities involved

in collaboration or similar arrangements pursuant to transactions approved by the Compensation

Committee (including shares underlying (directly or indirectly) any such Options or Convertible

Securities); or

(viii) shares of Common Stock, Options or

Convertible Securities issued pursuant to the acquisition of another corporation by the

Corporation by merger, purchase of substantially all of the assets or other reorganization or to a

joint venture agreement, provided, that such issuances are approved by the Compensation

Committee (including shares underlying (directly or indirectly) any such Options or Convertible

Securities).

(b) "Compensation Committee" shall be initially

comprised of three (3) members, one (1) member selected by the Viola Investor who shall

initially be Douglas Cifu, one (1) member selected by 1848 who shall initially be Joseph E.

DaGrosa, Jr., and one (1) member jointly selected by 1848 and the Viola Investor (with each

such member able to be removed or replaced as set forth in the Amended and Restated

Stockholders Agreement). The Compensation Committee shall have such powers and authority

to act as set forth in this Second Amended and Restated Certificate of Incorporation and the

Amended and Restated Stockholders Agreement.

(c) “Convertible Securities” shall mean any evidences

of indebtedness, shares or other securities directly or indirectly convertible into or exchangeable

for Common Stock, but excluding Options.

(d) "Eastern Estate Warrant" shall mean that certain

Second Amended Warrant Agreement by and between the Corporation and New Eastern Air

Lines, Inc., f/k/a Eastern Air Lines, Inc., providing New Eastern Air Lines, Inc. with, among

other rights, a right to acquire Common Stock equal to 3% of the Shares outstanding of the

Corporation on a fully diluted basis following such exercise.

(e) "Employee Incentive Pool" shall mean that certain

plan created by the Compensation Committee of the Corporation which may issue Common

Stock or options on Common Stock in order to compensate the officers and directors of the

Corporation as it determines in its sole discretion.

(f) “Option” shall mean rights, options or warrants to

subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.
(g) “Series A Original Issue Date” shall mean the date

on which the first share of Series A Preferred Stock was issued.

(h) "Warrant Agreements" shall mean (i) the Eastern

Estate Warrant; and (ii) the Warrant Letter Agreements.

(i) "Warrant Letter Agreements" shall mean those

certain letter agreements to issue warrants to purchase Common Stock of the Corporation equal

to 1% of the Shares outstanding of the Corporation on a fully diluted basis (after taking into

account the issuance of Series A Preferred Stock to the Viola Investor and the issuance of equity

securities in connection with the $2.5M Raise) to each of Credit Agricole dated October 1, 2013

and Raymond James & Associates, Inc. dated August 8, 2013.

(j) "$2.5M Raise" shall mean the contemplated

subsequent capital raise of the Corporation (whether in the form of debt or equity) in the amount

of approximately $2.5 million.

4.4.2 No Adjustment of Series A Conversion Price. No

adjustment in the Series A Conversion Price shall be made as the result of the issuance or

deemed issuance of Additional Shares of Common Stock if the Corporation receives written

notice from the holders of at least a majority of the then outstanding shares of Series A Preferred

Stock agreeing that no such adjustment shall be made as the result of the issuance or deemed

issuance of such Additional Shares of Common Stock.

4.4.3 Deemed Issue of Additional Shares of Common Stock.

(a) If the Corporation at any time or from time to time

after the Series A Original Issue Date shall issue any Options or Convertible Securities

(excluding Options or Convertible Securities which are themselves Exempted Securities) or shall

fix a record date for the determination of holders of any class of securities entitled to receive any

such Options or Convertible Securities, then the maximum number of shares of Common Stock

(as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to

exercisability, convertibility or exchangeability but without regard to any provision contained

therein for a subsequent adjustment of such number) issuable upon the exercise of such Options

or, in the case of Convertible Securities and Options therefor, the conversion or exchange of

such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued

as of the time of such issue or, in case such a record date shall have been fixed, as of the close of

business on such record date.

(b) If the terms of any Option or Convertible Security,

the issuance of which resulted in an adjustment to the Series A Conversion Price pursuant to the

terms of Section 4.4.4, are revised as a result of an amendment to such terms or any other

adjustment pursuant to the provisions of such Option or Convertible Security (but excluding

automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such

Option or Convertible Security) to provide for either (1) any increase or decrease in the number

of shares of Common Stock issuable upon the exercise, conversion and/or exchange of any such

Option or Convertible Security or (2) any increase or decrease in the consideration payable to the
Corporation upon such exercise, conversion and/or exchange, then, effective upon such increase

or decrease becoming effective, the Series A Conversion Price computed upon the original issue

of such Option or Convertible Security (or upon the occurrence of a record date with respect

thereto) shall be readjusted to such Series A Conversion Price as would have obtained had such

revised terms been in effect upon the original date of issuance of such Option or Convertible

Security. Notwithstanding the foregoing, no readjustment pursuant to this clause (b) shall have

the effect of increasing the Series A Conversion Price to an amount which exceeds the lower of

(i) the Series A Conversion Price in effect immediately prior to the original adjustment made as

a result of the issuance of such Option or Convertible Security, or (ii) the Series A Conversion

Price that would have resulted from any issuances of Additional Shares of Common Stock (other

than deemed issuances of Additional Shares of Common Stock as a result of the issuance of such

Option or Convertible Security) between the original adjustment date and such readjustment

date.

(c) If the terms of any Option or Convertible Security

(excluding Options or Convertible Securities which are themselves Exempted Securities), the

issuance of which did not result in an adjustment to the Series A Conversion Price pursuant to

the terms of Section 4.4.4 (either because the consideration per share (determined pursuant to

Section 4.4.5) of the Additional Shares of Common Stock subject thereto was equal to or greater

than the Series A Conversion Price then in effect, or because such Option or Convertible

Security was issued before the Series A Original Issue Date), are revised after the Series A

Original Issue Date as a result of an amendment to such terms or any other adjustment pursuant

to the provisions of such Option or Convertible Security (but excluding automatic adjustments to

such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security)

to provide for either (1) any increase in the number of shares of Common Stock issuable upon

the exercise, conversion or exchange of any such Option or Convertible Security or (2) any

decrease in the consideration payable to the Corporation upon such exercise, conversion or

exchange, then such Option or Convertible Security, as so amended or adjusted, and the

Additional Shares of Common Stock subject thereto (determined in the manner provided in

Section 4.4.3(a)) shall be deemed to have been issued effective upon such increase or decrease

becoming effective.

(d) Upon the expiration or termination of any

unexercised Option or unconverted or unexchanged Convertible Security (or portion thereof)

which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment

to the Series A Conversion Price pursuant to the terms of Section 4.4.4, the Series A Conversion

Price shall be readjusted to such Series A Conversion Price as would have obtained had such

Option or Convertible Security (or portion thereof) never been issued.

(e) If the number of shares of Common Stock issuable

upon the exercise, conversion and/or exchange of any Option or Convertible Security, or the

consideration payable to the Corporation upon such exercise, conversion and/or exchange, is

calculable at the time such Option or Convertible Security is issued or amended but is subject to

adjustment based upon subsequent events, any adjustment to the Series A Conversion Price

provided for in this Section 4.4.3 shall be effected at the time of such issuance or amendment

based on such number of shares or amount of consideration without regard to any provisions for
subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses

(b) and (c) of this Section 4.4.3). If the number of shares of Common Stock issuable upon the

exercise, conversion and/or exchange of any Option or Convertible Security, or the consideration

payable to the Corporation upon such exercise, conversion and/or exchange, cannot be

calculated at all at the time such Option or Convertible Security is issued or amended, any

adjustment to the Series A Conversion Price that would result under the terms of this Section

4.4.3 at the time of such issuance or amendment shall instead be effected at the time such

number of shares and/or amount of consideration is first calculable (even if subject to subsequent

adjustments), assuming for purposes of calculating such adjustment to the Series A Conversion

Price that such issuance or amendment took place at the time such calculation can first be made.

4.4.4 Adjustment of Series A Conversion Price Upon Issuance of

Additional Shares of Common Stock. In the event the Corporation shall at any time after the

Series A Original Issue Date and prior to twenty-four (24) months from the date of filing of the

prior Amended and Restated Certificate of Incorporation, issue Additional Shares of Common

Stock (including Additional Shares of Common Stock deemed to be issued pursuant to Section

4.4.3), without consideration or for a consideration per share less than the applicable Series A

Conversion Price in effect immediately prior to such issue, then the Series A Conversion Price

shall be reduced, concurrently with such issue, to the consideration per share received by the

Corporation for such issue or deemed issue of the Additional Shares of Common Stock;

provided that if such issuance or deemed issuance was without consideration, then the

Corporation shall be deemed to have received an aggregate of $.001 of consideration for all such

Additional Shares of Common Stock issued or deemed to be issued.

4.4.5 Determination of Consideration. For purposes of this

Section 4.4, the consideration received by the Corporation for the issue of any Additional Shares

of Common Stock shall be computed as follows:

(a) Cash and Property: Such consideration shall:

(i) insofar as it consists of cash, be computed at

the aggregate amount of cash received by the Corporation, excluding amounts paid or payable

for accrued interest;

(ii) insofar as it consists of property other than

cash, be computed at the fair market value thereof at the time of such issue, as determined in

good faith by the Compensation Committee; and

(iii) in the event Additional Shares of Common

Stock are issued together with other shares or securities or other assets of the Corporation for

consideration which covers both, be the proportion of such consideration so received, computed

as provided in clauses (i) and (ii) above, as determined in good faith by the Compensation

Committee.

(b) Options and Convertible Securities. The

consideration per share received by the Corporation for Additional Shares of Common Stock

deemed to have been issued pursuant to Subsection 4.4.3, relating to Options and Convertible
Securities, shall be determined by dividing the total amount, if any, received or receivable by the

Corporation as consideration for the issue of such Options or Convertible Securities, plus the

minimum aggregate amount of additional consideration (as set forth in the instruments relating

thereto, without regard to any provision contained therein for a subsequent adjustment of such

consideration) payable to the Corporation upon the exercise of such Options or the conversion or

exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the

exercise of such Options for Convertible Securities and the conversion or exchange of such

Convertible Securities, by

(i) the maximum number of shares of Common

Stock (as set forth in the instruments relating thereto, without regard to any provision contained

therein for a subsequent adjustment of such number) issuable upon the exercise of such Options

or the conversion or exchange of such Convertible Securities, or in the case of Options for

Convertible Securities, the exercise of such Options for Convertible Securities and the

conversion or exchange of such Convertible Securities.

4.4.6 Multiple Closing Dates. In the event the Corporation shall

issue on more than one date Additional Shares of Common Stock that are a part of one

transaction or a series of related transactions and that would result in an adjustment to the Series

A Conversion Price pursuant to the terms of Section 4.4.4, and such issuance dates occur within

a period of no more than 90 days from the first such issuance to the final such issuance, then,

upon the final such issuance, the Series A Conversion Price shall be readjusted to give effect to

all such issuances as if they occurred on the date of the first such issuance (and without giving

effect to any additional adjustments as a result of any such subsequent issuances within such

period).

4.5 Adjustment for Stock Splits and Combinations. If the Corporation

shall at any time or from time to time after the Series A Original Issue Date effect a subdivision

of the outstanding Common Stock, the Series A Conversion Price in effect immediately before

that subdivision shall be proportionately decreased so that the number of shares of Common

Stock issuable on conversion of each share of such series shall be increased in proportion to such

increase in the aggregate number of shares of Common Stock outstanding. If the Corporation

shall at any time or from time to time after the Series A Original Issue Date combine the

outstanding shares of Common Stock, the Series A Conversion Price in effect immediately

before the combination shall be proportionately increased so that the number of shares of

Common Stock issuable on conversion of each share of such series shall be decreased in

proportion to such decrease in the aggregate number of shares of Common Stock outstanding.

Any adjustment under this Section shall become effective at the close of business on the date the

subdivision or combination becomes effective.

4.6 Adjustment for Certain Dividends and Distributions. In the event

the Corporation at any time or from time to time after the Series A Original Issue Date shall

make or issue, or fix a record date for the determination of holders of Common Stock entitled to

receive, a dividend or other distribution payable on the Common Stock in additional shares of

Common Stock, then and in each such event the Series A Conversion Price in effect immediately

before such event shall be decreased as of the time of such issuance or, in the event such a record
date shall have been fixed, as of the close of business on such record date, by multiplying the

Series A Conversion Price then in effect by a fraction:

(1) the numerator of which shall be the total number of

shares of Common Stock issued and outstanding immediately prior to the time of such issuance

or the close of business on such record date, and

(2) the denominator of which shall be the total number

of shares of Common Stock issued and outstanding immediately prior to the time of such

issuance or the close of business on such record date plus the number of shares of Common

Stock issuable in payment of such dividend or distribution.

Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend is

not fully paid or if such distribution is not fully made on the date fixed therefor, the Series A

Conversion Price shall be recomputed accordingly as of the close of business on such record date

and thereafter the Series A Conversion Price shall be adjusted pursuant to this Section as of the

time of actual payment of such dividends or distributions; and (b) no such adjustment shall be

made if the Series A Preferred Stockholders simultaneously receive a dividend or other

distribution of shares of Common Stock in a number equal to the number of shares of Common

Stock as they would have received if all outstanding shares of Series A Preferred Stock had been

converted into Common Stock on the date of such event.

4.7 Adjustment for Merger or Reorganization, etc. Subject to the

provisions of Sections 2.3 and 3.3, if there shall occur any reorganization, recapitalization,

reclassification, consolidation or merger involving the Corporation in which the Common Stock

(but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or other

property (other than a transaction covered by Sections 4.4 or 4.6), then, following any such

reorganization, recapitalization, reclassification, consolidation or merger, each share of Series A

Preferred Stock shall thereafter be convertible in lieu of the Common Stock into which it was

convertible prior to such event into the kind and amount of securities, cash or other property

which a holder of the number of shares of Common Stock of the Corporation issuable upon

conversion of one share of Series A Preferred Stock immediately prior to such reorganization,

recapitalization, reclassification, consolidation or merger would have been entitled to receive

pursuant to such transaction; and, in such case, appropriate adjustment (as determined in good

faith by the Compensation Committee) shall be made in the application of the provisions in this

Section 4 with respect to the rights and interests thereafter of the holders of the Series A

Preferred Stock, to the end that the provisions set forth in this Section 4 (including provisions

with respect to changes in and other adjustments of the Series A Conversion Price) shall

thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other

property thereafter deliverable upon the conversion of the Series A Preferred Stock.

4.8 Certificate as to Adjustments. Upon the occurrence of each

adjustment or readjustment of the Series A Conversion Price pursuant to this Section 4, the

Corporation at its expense shall, as promptly as reasonably practicable but in any event not later

than 10 days thereafter, compute such adjustment or readjustment in accordance with the terms

hereof and furnish to each holder of Series A Preferred Stock a certificate setting forth such
adjustment or readjustment (including the kind and amount of securities, cash or other property

into which the Series A Preferred Stock is convertible) and showing in detail the facts upon

which such adjustment or readjustment is based. The Corporation shall, as promptly as

reasonably practicable after the written request at any time of any holder of Series A Preferred

Stock (but in any event not later than 10 days thereafter), furnish or cause to be furnished to such

holder a certificate setting forth (i) the Series A Conversion Price then in effect, and (ii) the

number of shares of Common Stock and the amount, if any, of other securities, cash or property

which then would be received upon the conversion of Series A Preferred Stock.

4.9 Notice of Record Date. In the event:

(a) the Corporation shall take a record of the holders of

its Common Stock (or other capital stock or securities at the time issuable upon conversion of

the Series A Preferred Stock) for the purpose of entitling or enabling them to receive any

dividend or other distribution, or to receive any right to subscribe for or purchase any shares of

capital stock of any class or any other securities, or to receive any other security; or

(b) of any capital reorganization of the Corporation,

any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event;

or

(c) of the voluntary or involuntary dissolution,

liquidation or winding-up of the Corporation,

then, and in each such case, the Corporation will send or cause to be sent to the holders of the

Series A Preferred Stock a notice specifying, as the case may be, (i) the record date for such

dividend, distribution or right, and the amount and character of such dividend, distribution or

right, or (ii) the effective date on which such reorganization, reclassification, consolidation,

merger, transfer, dissolution, liquidation or winding-up is proposed to take place, and the time, if

any is to be fixed, as of which the holders of record of Common Stock (or such other capital

stock or securities at the time issuable upon the conversion of the Series A Preferred Stock) shall

be entitled to exchange their shares of Common Stock (or such other capital stock or securities)

for securities or other property deliverable upon such reorganization, reclassification,

consolidation, merger, transfer, dissolution, liquidation or winding-up, and the amount per share

and character of such exchange applicable to the Series A Preferred Stock and the Common

Stock. Such notice shall be sent at least 5 days prior to the record date or effective date for the

event specified in such notice.

5. Mandatory Conversion.

5.1 Trigger Events. Upon the closing of the sale of capital stock of the

Corporation or other equity securities that are junior in liquidation and dividend rights to the

Series A Preferred Stock in any offering (whether or not it is pursuant to a sale of shares of

Common Stock to the public in an initial public offering or secondary offering in accordance

with an effective registration statement under the Securities Act of 1933, as amended (the

"Qualified Public Offering")), resulting in at least $50 million of gross proceeds to the

Corporation (the “Mandatory Conversion Time”), (i) all outstanding shares of Series A
Preferred Stock shall automatically be converted into shares of Common Stock, at the then

effective conversion rate and (ii) such shares may not be reissued by the Corporation. Final

approval of the terms and provisions of such Qualified Public Offering will be subject to the

approval of the Viola Investor unless the Qualified Public Offering is undertaken at an equity

valuation per share which is equal to more than three times the value paid per share by the Viola

Investor as provided in the Amended and Restated Stockholders Agreement and otherwise with

customary terms and provisions for an equity offering.

5.2 Procedural Requirements for Mandatory Conversion. All holders

of record of shares of Series A Preferred Stock shall be sent written notice of the Mandatory

Conversion Time and the place designated for mandatory conversion of all such shares of Series

A Preferred Stock pursuant to this Section 5. Such notice need not be sent in advance of the

occurrence of the Mandatory Conversion Time. Upon receipt of such notice, each holder of

shares of Series A Preferred Stock shall surrender his or its certificate or certificates for all such

shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost

certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the

Corporation against any claim that may be made against the Corporation on account of the

alleged loss, theft or destruction of such certificate) to the Transfer Agent at the place designated

in such notice. If so required by the Corporation, certificates surrendered for conversion shall be

endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to

the Corporation, duly executed by the registered holder or by his or its attorney duly authorized

in writing. All rights with respect to the Series A Preferred Stock converted pursuant to Section

5.1, including the rights, if any, to receive notices and vote (other than as a holder of Common

Stock), will terminate at the Mandatory Conversion Time (notwithstanding the failure of the

holder or holders thereof to surrender the certificates at or prior to such time), except only the

rights of the holders thereof, upon surrender of their certificate or certificates (or lost certificate

affidavit and agreement) therefor, to receive the items provided for in the next sentence of this

Section 5.2. As soon as practicable after the Mandatory Conversion Time and the surrender of

the certificate or certificates (or lost certificate affidavit and agreement) for Series A Preferred

Stock, the Corporation shall issue and deliver to such holder, or to his, her or its nominees, a

certificate or certificates for the number of full shares of Common Stock issuable on such

conversion in accordance with the provisions hereof, together with cash as provided in Section

4.2 in lieu of any fraction of a share of Common Stock otherwise issuable upon such conversion

and the payment of all dividends declared but unpaid to which the shares of Series A Preferred

Stock converted are entitled. Such converted Series A Preferred Stock shall be retired and

cancelled and may not be reissued as shares of such series, and the Corporation may thereafter

take such appropriate action (without the need for stockholder action) as may be necessary to

reduce the authorized number of shares of Series A Preferred Stock accordingly.

5.3 Special Mandatory Conversion. In the event that any holder of

shares of Series A Preferred Stock does not participate in a Qualified Financing (as defined

below) by purchasing in the aggregate, in such Qualified Financing and within the time period

specified by the Corporation (provided that the Corporation has sent to each holder of Series A

Preferred Stock at least 10 days written notice of, and the opportunity to purchase its Pro Rata

Amount (as defined below) of, the Qualified Financing), such holder’s Pro Rata Amount, then

each share of Series A Preferred Stock held by such holder shall automatically, and without any
further action on the part of such holder, be converted into shares of Common Stock at the Series

A Conversion Price in effect immediately prior to the consummation of such Qualified

Financing, effective upon, subject to, and concurrently with, the consummation of the Qualified

Financing. For purposes of determining the number of shares of Series A Preferred Stock owned

by a holder, and for determining the number of Offered Securities (as defined below) a holder of

Series A Preferred Stock has purchased in a Qualified Financing, all shares of Series A Preferred

Stock held by affiliates of such holder shall be aggregated with such holder’s shares and all

Offered Securities purchased by affiliates of such holder shall be aggregated with the Offered

Securities purchased by such holder (provided that no shares or securities shall be attributed to

more than one entity or person within any such group of affiliated entities or persons). Such

conversion is referred to as a “Special Mandatory Conversion." For purposes hereof of this

Section 5.3, the following definitions shall apply: (i) “Offered Securities” shall mean the equity

securities of the Corporation set aside by the Board of Directors of the Corporation for purchase

by holders of outstanding shares of Series A Preferred Stock in connection with a Qualified

Financing, and offered to such holders; (ii) “Pro Rata Amount” shall mean, with respect to any

holder of Series A Preferred Stock, the lesser of (a) a number of Offered Securities calculated by

multiplying the aggregate number of Offered Securities by a fraction, the numerator of which is

equal to the number of shares of Series A Preferred Stock owned by such holder, and the

denominator of which is equal to the aggregate number of outstanding shares of Series A

Preferred Stock, or (b) the maximum number of Offered Securities that such holder is permitted

by the Corporation to purchase in such Qualified Financing, after giving effect to any cutbacks

or limitations established by the Board of Directors and applied on a pro rata basis to all Series A

Preferred Stockholders; and (iii) “Qualified Financing” shall mean any transaction involving

the issuance or sale of Additional Shares of Common Stock after the Series A Original Issue

Date that would result in the reduction of the Series A Conversion Price pursuant to the terms of

this Second Amended and Restated Certificate of Incorporation (without giving effect to the

operation of Subsection 4.4.2).

5.4 Procedural Requirements for Special Mandatory Conversion.

Upon a Special Mandatory Conversion, each holder of shares of Series A Preferred Stock

converted pursuant to Section 5.3 shall be sent written notice of such Special Mandatory

Conversion and the place designated for mandatory conversion of all such shares of Series A

Preferred Stock pursuant to Section 5.3. Upon receipt of such notice, each holder of such shares

of Series A Preferred Stock shall surrender his, her or its certificate or certificates for all such

shares (or, if such holder alleges that such certificate has been lost, stolen or destroyed, a lost

certificate affidavit and agreement reasonably acceptable to the Corporation to indemnify the

Corporation against any claim that may be made against the Corporation on account of the

alleged loss, theft or destruction of such certificate) to the Transfer Agent at the place designated

in such notice. If so required by the Corporation, certificates surrendered for conversion shall be

endorsed or accompanied by written instrument or instruments of transfer, in form satisfactory to

the Corporation, duly executed by the registered holder or by his, her or its attorney duly

authorized in writing. All rights with respect to the Series A Preferred Stock converted pursuant

to Section 5.3, including the rights, if any, to receive notices and vote (other than as a holder of

Common Stock), will terminate at the time of the Special Mandatory Conversion

(notwithstanding the failure ,of the holder or holders thereof to surrender the certificates for such

shares at or prior to such time), except only the rights of the holders thereof, upon surrender of
their certificate or certificates therefor (or lost certificate affidavit and agreement), to receive the

items provided for in the next sentence of this Section 5.4. As soon as practicable after the

Special Mandatory Conversion and the surrender of the certificate or certificates (or lost

certificate affidavit and agreement) for Series A Preferred Stock so converted, the Corporation

shall issue and deliver to such holder, or to his, her or its nominee, a certificate or certificates for

the number of full shares of Common Stock issuable on such conversion in accordance with the

provisions hereof, together with cash as provided in Section 4.2 in lieu of any fraction of a share

of Common Stock otherwise issuable upon such conversion and the payment of any declared but

unpaid dividends on the shares of Series A Preferred Stock converted and a new certificate for

the number of shares, if any, of Series A Preferred Stock represented by such surrendered

certificate and not converted pursuant to Section 5.3. Such converted Series A Preferred Stock

shall be retired and cancelled and may not be reissued as shares of such series, and the

Corporation may thereafter take such appropriate action (without the need for stockholder

action) as may be necessary to reduce the authorized number of shares of Series A Preferred

Stock accordingly.

6. Redeemed or Otherwise Acquired Shares. Any shares of Series A

Preferred Stock that are redeemed or otherwise acquired by the Corporation or any of its

subsidiaries shall be automatically and immediately cancelled and retired and shall not be

reissued, sold or transferred but shall resume the status of authorized but unissued shares of

Preferred Stock undesignated as to series. Neither the Corporation nor any of its subsidiaries

may exercise any voting or other rights granted to the Series A Preferred Stockholders following

redemption.

7. Preemptive Rights.

7.1 General. Subject to the terms and conditions of this Section 7.1,

Section 3.3.10, and applicable securities laws and any other provisions hereof (including without

limitation Section 3.4.8 hereof), if the Corporation proposes to offer, sell or issue any Shares

after the date hereof as determined by the Compensation Committee (the “New Securities”), the

Corporation shall first offer such New Securities to each Stockholder. The Corporation shall

give notice (the “Preemptive Notice”) to each Stockholder, stating (i) its bona fide intention to

offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the

price and terms upon which it proposes to offer such New Securities.

7.2 Procedural Requirements for Exercising Preemptive Rights. By

written notice to the Corporation within twenty (20) days after the Corporation delivers the

Preemptive Notice, each Stockholder may elect to purchase or otherwise acquire, at the price and

on the terms specified in the Preemptive Notice, up to that portion of such New Securities which

equals the proportion (expressed as a percentage) that the Shares then held by such Stockholder

bears to the total Shares then held by all of the Stockholders on a fully diluted (as converted)

basis. At the expiration of such twenty (20) day period, the Corporation shall promptly notify

each Stockholder that elects to purchase or acquire all the New Securities available to it (each, a

“Fully Exercising Stockholder”) of any other Stockholder’s failure to elect to purchase its or his

proportionate share of such New Securities. Each Fully Exercising Stockholder may elect to

purchase or acquire, in addition to the number of New Securities specified above, up to that
portion of the New Securities that were not subscribed for by the Stockholders which is equal to

the proportion that the Shares then held by such Fully Exercising Stockholder bears to the Shares

then held by all Fully Exercising Stockholders who wish to purchase such unsubscribed shares.

To exercise such secondary right, a Fully Exercising Stockholder must give notice to the

Corporation of its election to so exercise during the ten (10) day period commencing on the day

after the Corporation has notified the Fully Exercising Stockholders that there are unsubscribed

Shares. The closing of any sale pursuant to this Section 7.2 shall occur within the later of ninety

(90) days of the date that the Preemptive Notice is given and the date of initial sale of New

Securities pursuant to Section 7.3.

7.3 Second Offer. If the Stockholders have not elected to purchase or

acquire all New Securities set forth in the Preemptive Notice, the Corporation may, during the

ninety (90) day period beginning on the thirty first (31st) day after the Preemptive Notice was

given, offer and sell the remaining unsubscribed portion of such New Securities to any Person or

Persons at a price not less, and upon terms no more favorable to the offeree, than those specified

in the Preemptive Notice. If the Corporation does not enter into an agreement for the sale of the

New Securities within such period, or if such agreement is not consummated within sixty (60)

days of the execution thereof, the preemptive right provided in this Section 7.3 shall be deemed

to be revived and the Corporation shall not offer such New Securities again unless first reoffered

to the Stockholders in accordance with this Section 7.3.

7.4 Exclusions to Preemptive Rights. The preemptive rights granted in

this Section 7 shall not be applicable to and “New Securities” shall not include: (i) the issuance

of Common Stock upon conversion of any Series A Preferred Stock; (ii) the issuance of

Common Stock or options or other equity securities to officers or directors of the Corporation or

any of its Subsidiaries pursuant to the Employee Incentive Pool or the issuance of warrants in

connection with the Warrant Agreements (together with shares of Common Stock or other equity

securities issuable upon the exercise or conversion or exchange, as applicable, of such options,

warrants or other such equity securities); (iii) the issuance of equity securities in a Qualified

Public Offering; (iv) the issuance of equity securities in the $2.5M Raise; and (v) the issuance of

equity securities in connection with the Redemption Issuances.

8. Increase to Series A Preferred Stock Issuable Upon Draw Down of the

Working Capital Line of Credit. Notwithstanding anything contained herein to the contrary, to

the extent there is an initial draw down of the Working Capital Line of Credit (as defined in the

Amended and Restated Stockholders Agreement) in the amount of $500,000, pursuant to the

terms of the Senior Secured Note (as defined in the Amended and Restated Stockholders

Agreement), then the Series A Preferred Stockholder shall receive an additional 1,790,250 shares

of Series A Preferred Stock (subject to adjustments for stock splits, stock dividends and other

similar transactions) for no additional consideration. To the extent the initial draw down on the

Working Capital Line of Credit pursuant to the terms of the Senior Secured Note exceeds

$500,000, then in addition to the 1,790,250 shares of Series A Preferred Stock (subject to

adjustments for stock splits, stock dividends and other similar transactions), for each additional

increment of $500,000 drawn in the initial draw down, the Series A Preferred Stockholder shall

receive an additional 162,750 shares of Series A Preferred Stock (subject to adjustments for

stock splits, stock dividends and other similar transactions) for no additional consideration.
Following the initial draw down, the Series A Preferred Stockholder shall receive an additional

162,750 shares of Series A Preferred Stock (subject to adjustments for stock splits, stock

dividends and other similar transactions) for no additional consideration for each increment of

$500,000 drawn down on the Working Capital Line of Credit pursuant to the terms of the Senior

Secured Note. The issuance of the additional shares of Series A Preferred Stock provided herein

shall be (i) a condition precedent to the funding of the initial draw down of the Working Capital

Line of Credit and any and all additional draws, and (ii) accompanied by an appropriate

authorizing resolution of the Corporation. Each draw of the Working Capital Line of Credit

shall be approved in accordance with the terms thereof. The additional shares of Series A

Preferred Stock to be issued to the Series A Preferred Stockholder as provided in this Section 8

shall be contributed to the Corporation by the Existing Stockholders (as defined in the Amended

and Restated Stockholders Agreement) (or the indirect owners of the Existing Stockholders if a

Redemption Issuance has hereafter occurred with respect to any such indirect owners) and then

ultimately issued to the Series A Preferred Stockholder as provided below. Immediately

following any such draw down of the Working Capital Line of Credit as set forth in this Section

8 and without any action on the part of any Stockholder or the Corporation, the Existing

Stockholders (or the indirect owners of the Existing Stockholders if a Redemption Issuance has

hereafter occurred with respect to any such indirect owners) shall automatically contribute to the

Corporation a number of shares of Common Stock, on a proportionate basis (as determined

pursuant to the terms of the Amended and Restated Stockholders Agreement), equal to the

number of additional shares of Series A Preferred Stock to which the Series A Preferred

Stockholder shall be entitled pursuant to and as and when provided in this Section 8 (with the

number of shares of Common Stock to be contributed based upon the number of shares of

Common Stock into which the required number of shares of Series A Preferred Stock could be

converted at the time of such issuance hereinafter referred to as the “Required Conversion

Ratio”) and, contemporaneously with such contribution, the shares of Common Stock so

contributed shall be automatically converted into the required number of shares of Series A

Preferred Stock based upon the Required Conversion Ratio. On or about the date of each such

contribution, each Existing Stockholder (or the indirect owners of the Existing Stockholders if a

Redemption Issuance has hereafter occurred with respect to any such indirect owners) shall

surrender the certificate or certificates representing such shares of Common Stock to be

contributed (or, if such registered holder alleges that such certificate has been lost, stolen or

destroyed, a lost certificate affidavit and agreement reasonably acceptable to the Corporation to

indemnify the Corporation against any claim that may be made against the Corporation on

account of the alleged loss, theft or destruction of such certificate) to the Transfer Agent, in the

manner and at the place designated by the Transfer Agent, and after the receipt of such

certificate or certificates, (i) a new certificate representing the remaining Common Stock held by

each such Existing Stockholder (or indirect owner thereof, as applicable) following each such

contribution shall promptly be issued to such Existing Stockholder (or indirect owner thereof, as

applicable), and (ii) a new certificate representing the new Series A Preferred Stock to be issued

to the Series A Preferred Stockholder pursuant to the terms hereof following each such

contribution shall promptly be issued to such Series A Preferred Stockholder. The Series A

Conversion Price shall not be changed or altered by the provisions of this Section 8. Each of the

Existing Stockholders has provided, and by the execution of the Amended and Restated

Stockholders Agreement granted, the Viola Investor an irrevocable proxy coupled with an

interest to effect the issuance of the additional Series A Preferred Stock required by this Section
should such Existing Stockholder not tender its proportionate number of shares of Common

Stock to effectuate such issuance. Notwithstanding the foregoing, the Series A Preferred

Stockholder shall suffer dilution (together with all other holders of Shares of the Corporation) to

the extent of any future issuance of Shares in the Corporation after the date of filing of the prior

Amended and Restated Certificate, including with respect to any issuance of Shares in the

Corporation under the Employee Incentive Pool and Eastern Estate Warrant (and/or pursuant to

the exercise of any rights thereunder), but not with respect to any issuance of any Shares in the

Corporation in the $2.5M Raise or under the Warrant Letter Agreements (and/or pursuant to the

exercise of any rights thereunder).

9. Waiver. Any of the rights, powers, preferences and other terms of the

Series A Preferred Stock set forth herein may be waived on behalf of all Series A Preferred

Stockholders by the affirmative written consent or vote of the holders of at least a majority of the

shares of Series A Preferred Stock then outstanding.

10. Notices. Any notice required or permitted by the provisions of this Article

Fourth to be given to a holder of shares of Series A Preferred Stock shall be mailed, postage

prepaid, to the post office address last shown on the records of the Corporation, or given by

electronic communication in compliance with the provisions of the General Corporation Law,

and shall be deemed sent upon such mailing or electronic transmission.

FIFTH. Subject to any additional vote required by this Second Amended and

Restated Certificate of Incorporation or the Second Amended and Restated Bylaws, in

furtherance and not in limitation of the powers conferred by statute, the Board of Directors is

expressly authorized to make, repeal, alter, amend and rescind any or all of the Second Amended

and Restated Bylaws of the Corporation with the prior written consent of 1848 and the Viola

Investor.

SIXTH.

A. Non-Citizen Limitations on Voting Power. All (x) capital stock of, or other equity

interests in, the Corporation, (y) securities convertible into or exchangeable for shares of capital

stock, voting securities, or other equity interests in the Corporation, or (z) options, warrants, or

other rights to acquire the securities described in clauses (x) and (y), whether fixed or contingent,

matured or unmatured, contractual, legal, equitable or otherwise (collectively, “Equity

Securities”) shall be subject to the following limitations:

1. In no event shall persons or entities who fail to qualify as a “citizen of the

United States” as the term is defined in Section 40102(a)(15) of Subtitle VII of Title 49 of the

United States Code, as amended, and any similar legislation of the United States enacted in

substitution or replacement therefor, and as interpreted by the Department of Transportation, its

predecessors and successors, from time to time, including any agent, trustee, or representative of

such persons or entities (a “Non-Citizen”), be entitled to own (beneficially or of record) and/or

control more than (a) 24,9% of the aggregate votes of all outstanding Equity Securities of the

Corporation (the “Voting Cap Amount”) or (b) 49.0% of the total number of outstanding shares

of Equity Securities of the Corporation (the “Absolute Cap Amount” and together with the

Voting Cap Amount, the “Cap Amounts”).
2. Except as otherwise set forth in the Second Amended and Restated

Bylaws of the Corporation, the restrictions imposed by the Cap Amounts shall be applied to each

Non-Citizen in reverse chronological order based upon the date of registration (or attempted

registration in the case of the Absolute Cap Amount) on the separate stock record maintained by

the Corporation or any transfer agent for the registration of Equity Securities held by NonCitizens (the “Foreign Stock Record”) or the stock transfer records of the Corporation. At no

time shall the shares of Equity Securities held by Non-Citizens be voted, unless such shares are

registered on the Foreign Stock Record.

3. In the event that a Non-Citizen shall own (beneficially or of record) or

have voting control over any Equity Securities of the Corporation, the voting rights of such

persons shall be subject to automatic suspension to the extent required to ensure that the

Corporation is in compliance with the applicable provisions of law and regulations relating to

ownership or control of a United States air carrier. In the event that any transfer of Equity

Securities to a Non-Citizen would result in Non-Citizens owning (beneficially or of record) more

than the Absolute Cap Amount, such transfer shall be void and of no effect and shall not be

recorded in the books and records of the Corporation.

4. The Bylaws of the Corporation shall contain provisions to implement this

Article Sixth, including, without limitation, provisions restricting or prohibiting transfer of

shares of Equity Securities to Non-Citizens and provisions restricting or removing voting rights

as to Equity Securities owned or controlled by Non-Citizens. Any determination as to

ownership, control, or citizenship made by the Board of Directors shall be conclusive and

binding as between the Corporation and any stockholder for purposes of this Article Sixth.

B. Legends. Each certificate or other representative document for Equity Securities

(including each such certificate or representative document for Equity Securities issued upon any

permitted transfer of Equity Securities) shall contain a legend in substantially the following

form:

“THE SECURITIES REPRESENTED BY THIS

[CERTIFICATE/REPRESENTATIVE DOCUMENT] ARE SUBJECT TO

VOTING RESTRICTIONS WITH RESPECT TO [STOCK/WARRANTS, ETC.]

HELD BY PERSONS OR ENTITIES THAT FAIL TO QUALIFY AS

“CITIZENS OF THE UNITED STATES” AS THE TERM IS DEFINED IN

SECTION 40102(a)(15) OF SUBTITLE VII OF TITLE 49 OF THE UNITED

STATES CODE, AS AMENDED, IN ANY SIMILAR LEGISLATION OF THE

UNITED STATES ENACTED IN SUBSTITUTION OR REPLACEMENT

THEREFOR, AND AS INTERPRETED BY THE DEPARTMENT OF

TRANSPORTATION, ITS PREDECESSORS AND SUCCESSORS, FROM

TIME TO TIME. SUCH VOTING RESTRICTIONS ARE CONTAINED IN

THE SECOND AMENDED AND RESTATED CERTIFICATE OF

INCORPORATION AND THE SECOND AMENDED AND RESTATED

BYLAWS OF THE CORPORATION, AS THE SAME MAY BE AMENDED

OR RESTATED FROM TIME TO TIME. A COMPLETE AND CORRECT

COPY OF SUCH SECOND AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION AND THE SECOND AMENDED AND RESTATED

BYLAWS OF THE CORPORATION SHALL BE FURNISHED FREE OF

CHARGE TO THE HOLDER OF THE [TYPE OF SECURITIES]

REPRESENTED HEREBY UPON WRITTEN REQUEST TO THE

SECRETARY OF THE CORPORATION.”

SEVENTH. Elections of directors need not be by written ballot unless the Second

Amended and Restated Bylaws of the Corporation shall so provide.

EIGHTH. Meetings of stockholders may be held within or without the State of

Delaware, as the Second Amended and Restated Bylaws of the Corporation may provide. The

books of the Corporation may be kept outside the State of Delaware at such place or places as

may be designated from time to time by the Board of Directors or in the Second Amended and

Restated Bylaws of the Corporation.

NINTH. The Corporation shall not be governed by Section 203 of the General

Corporation Law.

TENTH. The Corporation shall provide indemnification of (and advancement of

expenses to) agents of the Corporation (and any other persons to which the General Corporation

Law permits the Corporation to provide indemnification) to the fullest extent permitted by

applicable law. To the fullest extent permitted by applicable law, and as may be determined by

the Compensation Committee in its sole discretion, the Corporation is authorized to provide

indemnification of (and advancement of expenses to) agents of the Corporation (and any other

persons to which the General Corporation Law permits the Corporation to provide

indemnification) through bylaw provisions, agreements with such agents or other persons, vote

of stockholders or disinterested directors or otherwise, in excess of the indemnification and

advancement otherwise permitted by Section 145 of the General Corporation Law subject only

to limits created by applicable law (statutory or non-statutory), with respect to actions for breach

of duty to the Corporation, its stockholders and others.

Any amendment, repeal or modification of the foregoing provisions of this Article Tenth shall

not adversely affect any right or protection of a director, officer, agent or other person existing at

the time of, or increase the liabilities of any director, officer or agent of the Corporation with

respect to any acts or omissions of such director, officer or agent occurring prior to such

amendment, repeal or modification.

ELEVENTH. Articles FOURTH and FIFTH of this Agreement shall terminate

upon the trading of the Common Stock of the Corporation on any national securities exchange,

NASDAQ or any over-the-counter markets, including the OTC Bulletin Board or an OTC

Market Group quotation system such as the OTCQB, except for the Employee Incentive Pool

and Sections 5.1, 5.2 and 8 of Article FOURTH.

[Signature on following page]

Eastern Air Lines

Exhibit 28

(1 page)