Exhibit 10.5


 


Flexjet, Inc.


Cuyahoga
County Airport

26180 Curtiss Wright Parkway

Cleveland, Ohio 44143


 


October 11, 2022


 


c/o Eldridge Industries, LLC


600 Steamboat Road, Suite 200


Greenwich, CT 06830


Attention: General Counsel


 


Re:         Eldridge
Back-Stop Letter Agreement


 


Ladies
and Gentleman:


 


Reference
is made to that certain Business Combination Agreement (as amended, supplemented and restated from time to time, the “BCA”),
dated as of the date hereof, by and among Flexjet, Inc. (“Flexjet”), Horizon Acquisition Corporation II (“SPAC”),
and the other parties thereto. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the BCA.


 


On
the terms and subject to the conditions set forth in this letter agreement (this “Agreement”), Eldridge hereby commits
and agrees to execute and deliver, or to cause one of its Affiliates to execute and deliver, a Subscription Agreement, substantially
in the form attached hereto as Exhibit A (or such other form as is contemplated by Section 1, the “Subscription
Agreement”) pursuant to which it shall purchase shares of Flexjet Common Stock, par value $0.0001 per share (the shares of
Flexjet Common Stock to be purchased by Eldridge or its Affiliate under the Subscription Agreement, the “Eldridge Subscribed
Stock”), at a purchase price of $10.00 per Flexjet Common Stock, for an aggregate purchase price equal to the aggregate amount
payable with respect to all SPAC Share Redemptions up to $145,000,000 (the “Back-Stop Amount”). The Back-Stop Amount shall
be reduced dollar-for-dollar to the extent  the sum of (x) the aggregate amount of subscriptions for shares of Flexjet Common
Stock made by additional PIPE Investors other than Eldridge or any of its Affiliates after the date hereof and (y) the Back-Stop Amount would exceed $275,000,000 in the aggregate.
Eldridge shall not, under any circumstances, be obligated to purchase, or to cause any of its Affiliates to purchase, any shares of Flexjet
Common Stock for an aggregate purchase price in excess of $145,000,000 in connection with this Agreement.


 


In
consideration of the covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, the parties hereto agrees as follows:


 






     


     


    

 


1.                Back-Stop.
Each of Eldridge and Flexjet hereby agrees that (a) it shall deliver to the other a duly executed counterpart to the Subscription
Agreement signed by it (or, in the case of Eldridge, one of its Affiliates) for an aggregate purchase price payable by Eldridge (or
its applicable Affiliate) equal to the Back-Stop Amount by no later than promptly following and on the same Business Day as the SPAC
Shareholders’ Meeting (but in no event earlier than any subscription agreement executed by Flexjet and any Third Party
Investor (as defined below)), and (b) Flexjet shall deliver to Eldridge or its applicable Affiliate the Eldridge Subscribed Stock
pursuant and subject to the terms and conditions of the Subscription Agreement. Flexjet and Eldridge each acknowledge and agree
that, following the date hereof, Flexjet is expected to seek to enter into one or more subscription agreements with certain
additional PIPE Investors (such potential investors who may subscribe, the “Third Party Investors”). In
connection therewith, it is contemplated that the form of subscription agreement initially provided to the Third Party Investors
will be in the same form as the Subscription Agreement, but that the Third Party Investors may require amendment or modification of
the terms of the form of subscription agreement as a condition to the execution and delivery thereof. To the extent that the
subscription agreement entered into by any Third Party Investor is so amended or modified, then the Subscription Agreement executed
and delivered by Eldridge or its applicable Affiliate pursuant to this Agreement shall be amended or modified in the same manner
such that Eldridge or its applicable Affiliate will sign and deliver the same form of subscription agreement as the Third Party
Investors, other than with respect to the $10 purchase price per share of Flexjet Common Stock to be purchased by Eldridge or its
Affiliate as described in this Agreement which shall not be amended or modified.


 


2.               
Back-Stop Commitment Fee. As consideration for the obligation of Eldridge hereunder to enter into the Subscription Agreement
and to purchase the Eldridge Subscribed Stock at the Closing thereunder, Flexjet agrees to pay to Eldridge at the Closing a fee equal
to 3% of the Back-Stop Amount actually funded by Eldridge or its Affiliates under the Subscription Agreement (the “Back-Stop
Commitment Fee”). The Back-Stop Commitment Fee shall be offset against the Back-Stop Amount payable by Eldridge or its applicable
Affiliate under the Subscription Agreement. Any amount of the Back-Stop Commitment Fee that is payable in cash shall be considered a
Company Transaction Expense payable by Flexjet to Eldridge at the Closing in accordance with the terms of the BCA.


 


3.               
Eldridge Representations and Warranties. Eldridge represents and warrants to Flexjet that:


 


(a)             
Eldridge (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization
and (ii) has the requisite power and authority to enter into, deliver and perform its obligations under this Agreement.


 


(b)            
This Agreement has been duly authorized, executed and delivered by Eldridge, and, assuming the due authorization, execution and
delivery of the same by Flexjet, this Agreement shall constitute the valid and legally binding obligation of Eldridge, enforceable against
Eldridge in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors generally and by the availability of equitable remedies.


 


(c)              The
execution, delivery and performance by Eldridge of this Agreement, the purchase of the Eldridge Subscribed Stock (if applicable) and
the compliance by Eldridge with all of the provisions of this Agreement and the consummation of the transactions contemplated herein
will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or
result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Eldridge pursuant to
the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which
Eldridge is a party or by which Eldridge is bound or to which any of the property or assets of Eldridge is subject; (ii) the
organizational documents of Eldridge; or (iii) any statute or any judgment, order, rule or regulation of any court or Governmental
Authority or body, domestic or foreign, having jurisdiction over Eldridge or any of its properties that, in the case of clauses
(i) and (iii), would reasonably be expected to have an Eldridge Material Adverse Effect. For purposes of this Agreement,
an “Eldridge Material Adverse Effect” means an event, change, development, occurrence, condition or effect with
respect to Eldridge that would reasonably be expected to have a material adverse effect on Eldridge’s ability to consummate
the transactions contemplated hereby, including the purchase of the Eldridge Subscribed Stock (if applicable).


 






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(d)            
Eldridge (i) is (x) an Institutional Account as defined in FINRA Rule 4512(c) and (y) a “qualified institutional buyer”
(as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule
501(a)(1), (2), (3), (7), (8) or (9) under the Securities Act), (ii) is acquiring the Eldridge Subscribed Stock (if applicable) only
for its own account and not for the account of others, or, if Eldridge is subscribing for the Eldridge Subscribed Stock as a fiduciary
or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or an institutional accredited
investor and Eldridge has full investment discretion with respect to each such account, and the full power and authority to make the
acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the
Eldridge Subscribed Stock (if applicable) with a view to, or for offer or sale in connection with, any distribution thereof in violation
of the Securities Act. Eldridge is not an entity formed for the specific purpose of acquiring the Eldridge Subscribed Stock, unless such
newly formed entity is an entity in which all of the equity owners are accredited investors and is an “institutional account”
as defined by FINRA Rule 4512(c).


 


(e)             
Eldridge understands that the Eldridge Subscribed Stock is being offered in a transaction not involving any public offering within
the meaning of the Securities Act and that the Eldridge Subscribed Stock has not been registered under the Securities Act. Eldridge understands
that if it acquires Eldridge Subscribed Stock under the Subscription Agreement, such Eldridge Subscribed Stock may not be offered, resold,
transferred, pledged or otherwise disposed of by Eldridge absent an effective registration statement under the Securities Act, except
(i) to Flexjet or a subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration requirements of the Securities
Act, and, in each of cases (i) and (ii), in accordance with any applicable securities Laws of the applicable states and other jurisdictions
of the United States, and as a result of these transfer restrictions, Eldridge may not be able to readily resell the Eldridge Subscribed
Stock and may be required to bear the financial risk of an investment in the Eldridge Subscribed Stock for an indefinite period of time.
Eldridge acknowledges and agrees that the Eldridge Subscribed Stock will not be eligible for offer, resale, transfer, pledge or disposition
pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”), absent a change in law, receipt of regulatory
no-action relief or an exemption, until at least one year from the filing of certain required information with the SEC after the Closing
Date. Eldridge understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of
any of the Eldridge Subscribed Stock.


 


(f)             
Eldridge understands that each book entry for the Eldridge Subscribed Stock shall contain a notation in substantially the following
form:


 


THIS SECURITY
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST
HEREIN, THE ACQUIRER:


 


(1) AGREES
FOR THE BENEFIT OF FLEXJET, INC. (THE “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY
OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH
SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE,
IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:


 






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(A) TO THE
COMPANY OR ANY SUBSIDIARY THEREOF, OR


 


(B) PURSUANT
TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR


 


(C) PURSUANT
TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


PRIOR TO THE
REGISTRATION OF ANY TRANSFER, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS
OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


(g)            
Eldridge understands and agrees that Eldridge is purchasing the Eldridge Subscribed Stock (if applicable) directly from Flexjet.
Eldridge further acknowledges that there have not been, and Eldridge hereby agrees that it is not relying on, any representations, warranties,
covenants or agreements made to Eldridge by Flexjet, any Participant Company (as defined below), any of their respective Affiliates or
any control persons, officers, directors, employees, partners, agents or representatives, any other party to the transactions contemplated
herein or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements
of Flexjet to be included in the Subscription Agreement. Eldridge acknowledges that certain information provided by Flexjet was based
on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to
a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially
from those contained in the projections. Eldridge further acknowledges that the information provided to Eldridge was preliminary and
subject to change, including in the Registration Statement that Flexjet intends to file with the SEC (which will include substantial
additional information about the Flexjet, the Participant Companies and the Transactions and will update and supersede the information
previously provided to Eldridge).


 


(h)            
In making its decision to purchase the Eldridge Subscribed Stock on the terms and subject to the conditions set forth in this
Agreement, Eldridge has relied solely upon independent investigation made by Eldridge and the representations and warranties made by
Flexjet to be included in the Subscription Agreement. Eldridge acknowledges and agrees that Eldridge has received such information as
Eldridge deems necessary in order to make an investment decision with respect to the Eldridge Subscribed Stock, including with respect
to Flexjet, SPAC, Epic Aero, Inc., the other parties to the BCA and their respective current and future subsidiaries (collectively, the
 “Participant Companies”) and the transactions contemplated herein.


 


(i)              
Eldridge represents and agrees that Eldridge and Eldridge’s professional advisors, if any, have had the full opportunity
to ask such questions, receive such answers and obtain such information as Eldridge and such undersigned’s professional advisors,
if any, have deemed necessary to make an investment decision with respect to the Eldridge Subscribed Stock. Without limiting the generality
of the foregoing, Eldridge acknowledges that it has reviewed SPAC’s filings with the SEC.


 






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(j)              
 Eldridge acknowledges that (i) Flexjet currently may have, and later may come into possession of, information regarding Flexjet
that is not known to Eldridge and that may be material to a decision to enter into this transaction (“Excluded Information”),
(ii) Eldridge has determined to enter into this transaction notwithstanding its lack of knowledge of the Excluded Information, and (iii)
no Participant Company shall have liability to Eldridge, and Eldridge hereby to the extent permitted by law waives and releases any claims
it may have against the Participant Companies with respect to the nondisclosure of the Excluded Information.


 


(k)            
Eldridge became aware of this offering of the Eldridge Subscribed Stock solely by means of direct contact between Eldridge and
a Participant Company or one of its respective representatives or Affiliates and the Eldridge Subscribed Stock was offered to Eldridge
solely by direct contact between Eldridge and the applicable Participant Company (or its respective representative or Affiliate). Eldridge
did not become aware of this offering of the Eldridge Subscribed Stock, nor was the Eldridge Subscribed Stock offered to Eldridge, by
any other means. Eldridge acknowledges that the Eldridge Subscribed Stock (i) was not offered by any form of general solicitation or
general advertising (within the meaning of Regulation D of the Securities Act) and (ii) is not being offered in a manner involving a
public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.


 


(l)              
Eldridge acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Eldridge
Subscribed Stock, including those set forth in SPAC’s filings with the SEC and the investor presentation dated October 2022 made
available to Eldridge by Flexjet prior to the execution of this Agreement. Eldridge understands the significant extent to which certain
of the disclosures contained in SPAC’s filings with the SEC prior to the date hereof shall not apply following the consummation
of the Transaction. Eldridge has such knowledge and experience in financial and business matters as to be capable of evaluating the merits
and risks of an investment in the Eldridge Subscribed Stock, and Eldridge has had an opportunity to seek, and has sought, such accounting,
legal, business and tax advice as Eldridge has considered necessary to make an informed investment decision. No Participant Company nor
any of its respective Affiliates has offered Eldridge any tax advice relating to Eldridge’s potential investment in the Eldridge
Subscribed Stock, or made any representations, warranties or guarantees regarding the tax consequences of Eldridge’s potential
investment in the Eldridge Subscribed Stock.


 


(m)           
Alone, or together with any professional advisors, Eldridge has adequately analyzed and fully considered the risks of an investment
in the Eldridge Subscribed Stock and determined that the Eldridge Subscribed Stock are a suitable investment for Eldridge and that Eldridge
is able at this time and in the foreseeable future to bear the economic risk of a total loss of Eldridge’s investment in Flexjet.
Eldridge acknowledges specifically that a possibility of total loss exists.


 


(n)            
Eldridge understands and agrees that no federal or state agency or any other government or Governmental Authority (whether foreign
or domestic) has passed upon or endorsed the merits of the offering of the Eldridge Subscribed Stock or made any findings or determination
as to the fairness of this investment.


 






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(o)             Eldridge
is not, and is not owned or controlled by or acting on behalf of (in connection with the transactions contemplated hereby), a
Sanctioned Person. Eldridge is not a non-U.S. shell bank or providing banking services to a non-U.S. shell bank. Eldridge represents
that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA
PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Eldridge
maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Eldridge also
represents that, to the extent required by applicable law, it maintains, either directly or through the use of a third-party
administrator, policies and procedures reasonably designed for the screening of any investors against Sanctions-related lists of
blocked or restricted persons. Eldridge further represents and warrants that the funds held by Eldridge and used to purchase the
Eldridge Subscribed Stock (if applicable) will be derived from lawful activities. For purposes of this Agreement,
 “Sanctioned Person” means at any time any person or entity: (i) listed on any Sanctions-related list of
designated or blocked or restricted persons, (ii) that is a national of, the government of, or any agency or instrumentality of
the government of, or resident in, or organized under the laws of, a country or territory that is the target of comprehensive
Sanctions from time to time (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region) or (iii) owned
or controlled by or acting on behalf of any of the foregoing. “Sanctions” means those trade, economic and
financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of law) administered,
enacted or enforced from time to time by (A) the United States (including without limitation the U.S. Department of the Treasury,
Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of Commerce), (B) the European Union and
enforced by its member states, (C) the United Nations and (D) Her Majesty’s Treasury.


 


(p)            
Eldridge, together with its Affiliates that will hold the Eldridge Subscribed Stock (if applicable), are not currently (and at
all times through the Closing will refrain from being or becoming) members of a “group” (within the meaning of Section 13(d)(3)
or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing
of equity securities of Flexjet (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 


(q)            
No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign
state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in Flexjet as a result of
the purchase and sale of Eldridge Subscribed Stock under the Subscription Agreement (if applicable) such that a declaration to the Committee
on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as
defined in 31 C.F.R. Part 800.208) over Flexjet from and after the Closing as a result of the purchase and sale of Eldridge Subscribed
Stock under the Subscription Agreement (if applicable).


 


(r)             
If Eldridge is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975 of
the Internal Revenue Code of 1986, as amended (the “Code”) or an employee benefit plan that is a governmental plan
(as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section
4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state,
local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying
assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”)
subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the Code, Eldridge represents and warrants
that (i) neither Flexjet, nor any of its respective Affiliates (the “Transaction Parties”) has acted as the Plan’s
fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Eldridge Subscribed Stock (if applicable),
and none of the Transaction Parties shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire,
continue to hold or transfer the Eldridge Subscribed Stock (if applicable) and (ii) the acquisition and holding of the Eldridge Subscribed
Stock (if applicable) will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code.


 


(s)             
At the applicable date, Eldridge or its applicable Affiliate will have sufficient funds to pay the Back-Stop Amount.


 






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(t)              
 No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the entry into
this Agreement by Eldridge or performance of its obligations hereunder.


 


(u)            
At all times at or prior to the Closing, Eldridge has no binding commitment to dispose of, or otherwise transfer (directly or
indirectly), any of the Eldridge Subscribed Stock.


 


(v)            
Eldridge acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information
relating to the Participating Companies.


 


4.               
Miscellaneous.


 


a.               
This Agreement shall terminate automatically and immediately (without prejudice to any claims that may arise before such termination)
upon the earliest of:


 


		i.	the mutual
                                            written agreement of Flexjet and Eldridge;



 


		ii.	the due execution
                                            and delivery of the Subscription Agreement by each of the parties thereto; and



 


		iii.	the date
                                            on which the BCA is terminated or otherwise expires in accordance with its terms.



 


b.               
This Agreement and the rights and obligations of the parties hereunder will be governed by and construed under and in accordance
with the laws of the State of Delaware without regard to the conflict of law rules or principles thereof. Each party hereto hereby irrevocably
and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts sitting in the
State of Delaware, and any appellate court therefrom, in any action or proceeding arising out of or relating to this Agreement or for
recognition or enforcement of any judgment relating thereto, and each of the parties hereto hereby irrevocably and unconditionally (i)
agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action
or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any
objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives,
to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such
court. Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereto hereby knowingly, voluntarily and intentionally
irrevocably waives the right to a trial by jury with respect to any litigation, dispute, claim, legal action or other legal proceeding
based hereon, or arising out of, under, or in connection with, this Agreement. Each party hereto acknowledges and agrees that in the
event of a breach of this Agreement, the non-breaching party shall be entitled to, in addition to any other remedy at law or in equity
to which they may be entitled, specific performance or other equitable relief, all without the necessity of posting any bond or other
security.


 


c.               
This Agreement shall be binding solely on, and inure solely to the benefit of, the parties hereto and their respective successors
and permitted assigns, and nothing set forth in this Agreement shall be construed to confer upon or give to any person other than the
parties hereto and their respective successors and permitted assigns any benefits, rights or remedies under or by reason of, or any rights
to enforce any provisions of this Agreement.


 






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d.               
 This Agreement supersedes any prior written or oral understanding or agreements between the parties hereto related to the subject
matter hereof (other than any confidentiality agreement, non-disclosure agreement or other confidentiality obligation). This Agreement
may be amended, modified or supplemented only by written agreement of the parties hereto. The headings set forth in this Agreement are
for convenience of reference only and shall not be used in interpreting this Agreement. This Agreement may be executed in any number
of counterparts (including by facsimile, PDF or other electronic document transmission), each of which shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including via www.docusign.com, PDF and any other electronic signature covered by the U.S. Federal ESIGN Act of 2000, Uniform Electronic
Transactions Act, the Electronic Signatures and Records Act or other applicable law) or other transmission method and any counterpart
so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


e.               
This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement
or the transactions contemplated hereby may only be brought against, the entities that are expressly named as parties hereto, and then
only with respect to the specific obligations set forth herein with respect to such party. Without limiting the generality of the foregoing,
no past, present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor
or representative of any named party to this Agreement and no past, present or future director, officer, employee, incorporator, member,
partner, stockholder, Affiliate, agent, attorney, advisor or representative of any of the foregoing shall have any liability (whether
in contract, tort, equity or otherwise) under or for any claim based on, arising out of, or related to this Agreement or the transactions
contemplated hereby.


 


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	 	Very truly yours,
	 	 
	 	FLEXJET, INC.
	 	 
	 	By:	/s/ Kenneth C. Ricci
	 	Name:	Kenneth C. Ricci
	 	Title:	President and Chairman




 


Signature
Page to Eldridge Back-Stop Letter Agreement 


 






     


     


    

 


	Accepted and agreed:	 
	 	 
	ELDRIDGE INDUSTRIES, LLC	 
	 	 
	By:	/s/ Todd L. Boehly	 
	Name: Todd L. Boehly	 
	Title Chief Executive Officer	 




 


Signature
Page to Eldridge Back-Stop Letter Agreement 


 






     


     


    

 


Exhibit
A


 


Form
of Subscription Agreement


 


Please
see attached.


 


Exhibit
A to Eldridge Back-Stop Letter Agreement 


 






     


     


    

  


FORM OF


SUBSCRIPTION AGREEMENT


 


This SUBSCRIPTION AGREEMENT
(this “Subscription Agreement”) is entered into on [●], 202[●], by and between Flexjet, Inc., a
Delaware corporation (“Flexjet”) and the undersigned subscriber (“Subscriber”). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA (as defined below).


 


WHEREAS, Flexjet entered
into that certain Business Combination Agreement, dated as of October 11, 2022, by and among Flexjet, Epic Aero, Inc., Horizon Acquisition
Corporation II (the “SPAC”), and the other parties thereto (as amended, supplemented or otherwise modified from
time to time, the “BCA”);


 


WHEREAS, in connection
with the transactions contemplated by the BCA, Subscriber desires to subscribe for and purchase from Flexjet, that number of shares of
Flexjet Common Stock set forth on the signature page hereto (the “Subscribed Shares”) for a purchase price of
$10.00 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Subscribed Shares
being referred to herein as the “Purchase Price”), and at the Closing, Flexjet desires to issue and sell to
Subscriber the Subscribed Shares in consideration of the payment of the Purchase Price by or on behalf of Subscriber to Flexjet, all on
the terms and subject to the conditions set forth herein; and


 


WHEREAS, on or prior
to the Closing, Flexjet is entering into subscription agreements (the “Other Subscription Agreements” and together
with this Subscription Agreement, the “Subscription Agreements”) with certain other investors (the “Other
Subscribers” and together with Subscriber, the “Subscribers”), pursuant to which such Other Subscribers
have agreed to subscribe for and purchase from Flexjet, and Flexjet desires to issue and sell to the Other Subscribers at the Closing,
shares of Flexjet Common Stock at the Per Share Price (the shares of the Other Subscribers, the “Other Subscribed Shares”).


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained,
and intending to be legally bound hereby, the parties hereto hereby agree as follows:


 


Section 1.               
Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees
to purchase, and Flexjet hereby agrees to issue and sell to Subscriber upon the payment of the Purchase Price, in each case, at the Closing,
the Subscribed Shares (such subscription and issuance, the “Subscription”).


 


Section 2.               
Closing; Delivery of Shares; Conditions.


 


(a)               
The consummation of the Subscription and the transactions contemplated hereby shall occur substantially simultaneously with,
and be conditioned upon the occurrence of, the Closing. The date on which the closing of the transactions contemplated herein occurs is
referred to as the “Subscription Closing Date”.


 






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(b)                At
least five Business Days before the anticipated Subscription Closing Date, Flexjet shall deliver written notice to Subscriber (the
 “Closing Notice”) specifying (i) the anticipated Subscription Closing Date and (ii) the wire instructions
for delivery of the Purchase Price to Flexjet. No later than three Business Days prior to the Subscription Closing Date set forth in
the Closing Notice, Subscriber shall deliver the Purchase Price for the Subscribed Shares by wire transfer of United States dollars
in immediately available funds to the account specified by Flexjet in the Closing Notice, such funds to be held by Flexjet in trust
for the benefit of Subscriber until the Closing (with Subscriber being treated as the beneficial owner of the Purchase Price until
the Closing). Upon satisfaction (or, if applicable, waiver) of the conditions set forth in Sections 2(d), 2(e) and 2(f),
Flexjet shall deliver to Subscriber (i) at the Closing, the Subscribed Shares in book entry form, free and clear of any liens or
other restrictions (other than those arising under this Subscription Agreement or applicable securities Laws), in the name of
Subscriber (or its nominee identified to Flexjet in writing no less than one Business Day prior to the Closing), and (ii) as
promptly as practicable after the Closing, evidence from Flexjet’s transfer agent of the issuance to Subscriber of the
Subscribed Shares (in book entry form and containing customary restrictive legends) on and as of the Subscription Closing Date. Upon
delivery of the Subscribed Shares to Subscriber (or its nominee, if applicable), in accordance with Section 2(b)(i), the
Purchase Price shall cease to be held by Flexjet in trust for the benefit of Subscriber and shall be owned by Flexjet.


 


(c)               
In the event that (i) the Closing does not occur within five Business Days after the anticipated Subscription Closing Date
specified in the Closing Notice or (ii) this Subscription Agreement is terminated prior to the Closing but after Subscriber has funded
the Purchase Price in accordance with the Closing Notice, then, in either case, unless otherwise agreed to in writing by Flexjet and Subscriber,
Flexjet shall promptly (but in no event later than seven Business Days after the anticipated Subscription Closing Date specified in the
Closing Notice or the date on which this Subscription Agreement is terminated, as applicable) return the Purchase Price so delivered by
Subscriber to Flexjet by wire transfer in immediately available funds to the account specified in writing by Subscriber to Flexjet, and
the Subscribed Shares (and any book entries in respect thereof) shall be deemed cancelled. Notwithstanding any such return or cancellation,
unless and until this Subscription Agreement is terminated in accordance with Section 6, Subscriber shall remain obligated (A)
to redeliver funds to Flexjet in escrow following Flexjet’s delivery to Subscriber of a new Closing Notice and (B) to consummate
the closing of the transactions herein on the Subscription Closing Date in accordance with this Subscription Agreement. For the purposes
of this Subscription Agreement, “Business Day” means a day other than a Saturday, Sunday or other day on which
commercial banks in New York, New York are authorized or required by Law to close.


 


(d)               
The closing of the transactions contemplated herein shall be subject to the satisfaction, or valid waiver by each of the
parties hereto, of the conditions that, on the Subscription Closing Date:


 


		(i)	no suspension of the qualification of the Subscribed Shares for offering or sale or trading in any jurisdiction,
or initiation or threatening of any proceedings for any of such purposes, shall have occurred;



 


		(ii)	(A) all conditions precedent to the closing of the Transactions set forth in the BCA shall have been satisfied
(as determined by the parties to the BCA) or waived (other than those conditions which, by their nature, are to be satisfied at the Closing
of the Transactions pursuant to the BCA) and (B) the closing of Company Merger be scheduled
to occur substantially concurrently with the closing of the transactions contemplated by this Subscription Agreement; and



  


		(iii)	no Governmental Authority shall have issued, enforced or entered any judgment or order, which is then
in effect and has the effect of making the consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting
consummation of the transactions contemplated hereby.



 






    2 


     


    

 


(e)               
The obligation of Flexjet to consummate the transactions contemplated herein shall be subject to the satisfaction or valid
waiver by Flexjet of the additional conditions that, on the Subscription Closing Date:


 


		(i)	all representations and warranties of Subscriber contained in this Subscription Agreement shall be true
and correct in all material respects (other than representations and warranties that are qualified as to materiality or Subscriber Material
Adverse Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing
(except for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects
as of such date (other than representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect,
which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the transactions
contemplated herein shall constitute a reaffirmation by Subscriber of each of the representations, warranties and agreements of Subscriber
contained in this Subscription Agreement as of the Closing; and



 


		(ii)	Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.



 


(f)                
The obligation of Subscriber to consummate the transactions contemplated herein shall be subject to the satisfaction or
valid waiver by Subscriber of the additional conditions that, on the Subscription Closing Date:


 


		(i)	all representations and warranties of Flexjet contained in this Subscription Agreement shall be true and
correct in all material respects (other than representations and warranties that are qualified as to materiality or Flexjet Material Adverse
Effect (as defined herein), which representations and warranties shall be true and correct in all respects) at and as of the Closing (except
for representations and warranties that speak as of a specific date, which shall be true and correct in all material respects as of such
date (other than representations and warranties that are qualified as to materiality or Flexjet Material Adverse Effect, which representations
and warranties shall be true and correct in all respects) as of such date), and consummation of the transactions contemplated herein
shall constitute a reaffirmation by Flexjet of each of the representations, warranties and agreements of Flexjet contained in this Subscription
Agreement as of the Closing;



 






    3 


     


    

 


		(ii)	no amendment of the BCA shall have occurred that would reasonably be expected to materially and adversely
affect the economic benefits that Subscriber would reasonably expect to receive under this Subscription Agreement, unless Subscriber has
consented in writing to such amendment; and



 


		(iii)	Flexjet shall have performed, satisfied and complied in all material respects with all covenants, agreements
and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing.



 


(g)               
Prior to or at the Closing, Subscriber shall deliver all such other information as is reasonably requested by Flexjet in
order for Flexjet to issue the Subscribed Shares to Subscriber, including a duly completed and executed Internal Revenue Service Form
W-9 or appropriate Form W-8.


 


Section 3.               
Flexjet Representations and Warranties. Flexjet represents and warrants to Subscriber that:


 


(a)               
Flexjet (i) is duly organized, validly existing and in good standing under the laws of the State of Delaware, (ii) has the
requisite corporate power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted
and to enter into, deliver and perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct
its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation)
in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with
respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have a Flexjet Material
Adverse Effect. For purposes of this Subscription Agreement, a “Flexjet Material Adverse Effect” means an event,
change, development, occurrence, condition or effect with respect to Flexjet and its subsidiaries, taken together as a whole (on a consolidated
basis), that, individually or in the aggregate, would reasonably be expected to have a material adverse effect on Flexjet’s ability
to consummate (A) the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares or (B) the Transactions.


 


(b)               
As of the Subscription Closing Date, the Subscribed Shares will be duly authorized and, when issued and delivered to Subscriber
against full payment therefor in accordance with the terms of this Subscription Agreement, will be validly issued, fully paid and non-assessable
and will not have been issued in violation of or subject to any preemptive or similar rights created under Flexjet’s Organizational
Documents (as adopted on or prior to the Subscription Closing Date) or the laws of its jurisdiction of incorporation.


 


(c)                This
Subscription Agreement has been duly authorized, executed and delivered by Flexjet, and, assuming the due authorization, execution
and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and legally binding obligation of
Flexjet, enforceable against Flexjet in accordance with its terms, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting the rights of creditors generally and by the availability of
equitable remedies.


 






    4 


     


    

 


(d)               
Assuming the accuracy of the representations and warranties of Subscriber, the execution and delivery of this Subscription
Agreement, the issuance and sale of the Subscribed Shares and the compliance by Flexjet with all of the provisions of this Subscription
Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any
of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance
upon any of the property or assets of Flexjet pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease,
license or other agreement or instrument to which Flexjet is a party or by which Flexjet is bound or to which any of the property or assets
of Flexjet is subject; (ii) the Organizational Documents of Flexjet; or (iii) any statute or any judgment, order, rule or regulation of
any court or Governmental Authority or body, domestic or foreign, having jurisdiction over Flexjet or any of its properties that, in the
case of clauses (i) and (iii), would reasonably be expected to have a Flexjet Material Adverse Effect.


 


(e)               
Assuming the accuracy of the representations and warranties of Subscriber, Flexjet is not required to obtain any consent,
waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or U.S. federal, state, local
or other Governmental Authority, self-regulatory organization (including the New York Stock Exchange (the “Stock Exchange”))
or other person in connection with the execution, delivery and performance by Flexjet of this Subscription Agreement (including, without
limitation, the issuance of the Subscribed Shares), other than (i) filings required by applicable local or U.S. state securities laws,
(ii) those required to consummate the Transactions as provided under the BCA, including under Section 8.2, (iii) the filing of notification
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, if applicable, and (iv) filings, the failure of which to obtain would
not be reasonably likely to have, individually or in the aggregate, a Flexjet Material Adverse Effect.


 


(f)                
Except for such matters as have not had and would not be reasonably likely to have a Flexjet Material Adverse Effect, there
is no (i) suit, action, proceeding or arbitration before a Governmental Authority or arbitrator pending, or, to the knowledge of Flexjet,
threatened in writing against Flexjet or (ii) judgment, decree, injunction, ruling or order of any Governmental Authority or arbitrator
outstanding against Flexjet.


 


(g)               
Neither Flexjet nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general
advertising (within the meaning of Regulation D under the Securities Act) in connection with any offer or sale of the Subscribed Shares.


 


(h)               
No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the sale
of the Subscribed Shares to Subscriber.


 


(i)                 There
are no securities or instruments issued by or to which Flexjet is a party containing anti-dilution or similar provisions that will
be triggered by the issuance of (i) the Subscribed Shares or (ii) the Other Subscribed Shares to be issued pursuant to any Other
Subscription Agreement, in each case, that have not been or will not be validly waived on or prior to the Subscription Closing
Date.


 






    5 


     


    

 


(j)                
The Other Subscription Agreements reflect (i) the same Per Share Price per Other Subscribed Share and (ii) other terms with
respect to the purchase of the Other Subscribed Shares that are no more favorable to the subscriber thereunder than the terms of this
Subscription Agreement, other than terms particular to the regulatory requirements of such subscriber or its affiliates or related funds.


 


Section 4.               
Subscriber Representations and Warranties. Subscriber represents and warrants to Flexjet that:


 


(a)               
If Subscriber is a legal entity, Subscriber (i) is duly organized, validly existing and in good standing under the laws
of its jurisdiction of incorporation or organization and (ii) has the requisite power and authority to enter into, deliver and perform
its obligations under this Subscription Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity to
enter into, deliver and perform its obligations under this Subscription Agreement.


 


(b)               
If Subscriber is a legal entity, this Subscription Agreement has been duly authorized, executed and delivered by Subscriber.
If Subscriber is an individual, Subscriber’s signature is genuine and the signatory has the legal competence and capacity to execute
this Subscription Agreement. Assuming the due authorization, execution and delivery of the same by Flexjet, this Subscription Agreement
shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors
generally and by the availability of equitable remedies.


 


(c)               
The execution, delivery and performance by Subscriber of this Subscription Agreement, the purchase of the Subscribed Shares
and the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated
herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under,
or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to
the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber
is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) if Subscriber is a
legal entity, the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court
or Governmental Authority or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case
of clauses (i) and (iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this
Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence,
condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s
ability to consummate the transactions contemplated hereby, including the purchase of the Subscribed Shares.


 


(d)                Subscriber
(i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a) under the Securities Act), (ii) is acquiring the Subscribed Shares only for its
own account and not for the account of others, or, if Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent
for one or more investor accounts, each owner of such account is a qualified institutional buyer or an accredited investor and
Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the
acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iii) is not acquiring the
Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act (and has provided Flexjet with the requested information on Annex A following the signature page hereto). Subscriber is
not an entity formed for the specific purpose of acquiring the Subscribed Shares, unless such newly formed entity is an entity in
which all of the equity owners are accredited investors and is an “institutional account” as defined by FINRA Rule
4512(c).


 






    6 


     


    

 


(e)               
Subscriber understands that the Subscribed Shares are being offered in a transaction not involving any public offering within
the meaning of the Securities Act and that the Subscribed Shares have not been registered under the Securities Act and that the Company
is not required to register the Subscribed Shares except as set forth in Section 5. Subscriber understands that the Subscribed
Shares may not be offered, resold, transferred, pledged or otherwise disposed of by Subscriber absent an effective registration statement
under the Securities Act, except (i) to Flexjet or a subsidiary thereof, or (ii) pursuant to an applicable exemption from the registration
requirements of the Securities Act, and, in each of cases (i) and (ii), in accordance with any applicable securities Laws of the applicable
states and other jurisdictions of the United States, and as a result of these transfer restrictions, Subscriber may not be able to readily
resell the Subscribed Shares and may be required to bear the financial risk of an investment in the Subscribed Shares for an indefinite
period of time. Subscriber acknowledges and agrees that the Subscribed Shares will not be eligible for offer, resale, transfer, pledge
or disposition pursuant to Rule 144 promulgated under the Securities Act (“Rule 144”), absent a change in law,
receipt of regulatory no-action relief or an exemption, until at least one year from the filing of certain required information with the
SEC after the Closing Date. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale,
pledge or transfer of any of the Subscribed Shares.


 


(f)                
Subscriber understands that each book entry for the Subscribed Shares shall contain a notation in substantially the following
form:


 


THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:


 


(1) AGREES FOR THE BENEFIT OF FLEXJET, INC. (THE
 “COMPANY”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR
TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE LAST ORIGINAL ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY
RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE
LAW, EXCEPT:


 


(A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF,
OR


 






    7 


     


    

 


(B) PURSUANT TO A REGISTRATION STATEMENT THAT
HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR


 


(C) PURSUANT TO AN EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE
WITH CLAUSE (2)(C) ABOVE, THE COMPANY AND THE TRANSFER AGENT RESERVE THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS
OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.


 


(g)               
Subscriber understands and agrees that Subscriber is purchasing the Subscribed Shares directly from Flexjet. Subscriber
further acknowledges that there have not been, and Subscriber hereby agrees that it is not relying on, any representations, warranties,
covenants or agreements made to Subscriber by Flexjet, any Participant Company (as defined below), any of their respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives, any other party to the transactions contemplated
herein or any other person or entity, expressly or by implication, other than those representations, warranties, covenants and agreements
of Flexjet set forth in Section 3. Subscriber acknowledges that certain information provided by Flexjet was based on projections,
and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety
of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those
contained in the projections. Subscriber further acknowledges that the information provided to Subscriber
was preliminary and subject to change, including in the Registration Statement that Flexjet intends to file with the SEC (which will include
substantial additional information about the Flexjet, the Participant Companies and the Transactions and will update and supersede the
information previously provided to Subscriber).


 


(h)               
In making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made
by Subscriber and the representations and warranties made by Flexjet in Section 3. Subscriber acknowledges and agrees that Subscriber
has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Shares,
including with respect to Flexjet, SPAC, Epic Aero, Inc., the other parties to the BCA and their respective current and future subsidiaries
(collectively, the “Participant Companies”) and the transactions contemplated herein.


 


(i)                
Subscriber represents and agrees that Subscriber and Subscriber’s professional advisors,
if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and
such undersigned’s professional advisors, if any, have deemed necessary to make an investment decision with respect to the Subscribed
Shares. Without limiting the generality of the foregoing, the Subscriber acknowledges that it has reviewed SPAC’s and Flexjet’s
filings with the SEC.


 






    8 


     


    

 


(j)                 Subscriber
acknowledges that (A) Flexjet currently may have, and later may come into possession of, information regarding Flexjet that is not
known to Subscriber and that may be material to a decision to enter into this transaction (“Excluded
Information”), (B) Subscriber has determined to enter into this transaction notwithstanding its lack of knowledge of
the Excluded Information, and (C) no Participant Company shall have liability to Subscriber, and Subscriber hereby to the extent
permitted by law waives and releases any claims it may have against the Participant Companies with respect to the nondisclosure of
the Excluded Information.


 


(k)               
Subscriber became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber and
a Participant Company or one of its respective representatives or affiliates and the Subscribed Shares were offered to Subscriber solely
by direct contact between Subscriber and the applicable Participant Company (or its respective representative or affiliate). Subscriber
did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares offered to Subscriber, by any other means.
Subscriber acknowledges that the Subscribed Shares (i) were not offered by any form of general solicitation or general advertising (within
the meaning of Regulation D of the Securities Act) and (ii) are not being offered in a manner involving a public offering under, or in
a distribution in violation of, the Securities Act, or any state securities laws.


 


(l)                
Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the
Subscribed Shares, including those set forth in SPAC’s filings with the SEC and the investor presentation dated October 11, 2022
made available to Subscriber by Flexjet prior to the execution of this Subscription Agreement. Subscriber understands the significant
extent to which certain of the disclosures contained in SPAC’s filings with the SEC prior to the date hereof shall not apply following
the consummation of the Transaction. Subscriber has such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Subscribed Shares, and Subscriber has had an opportunity to seek, and has sought,
such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision. No Participant
Company nor any of its respective affiliates has offered Subscriber any tax advice relating to Subscriber’s investment in the Subscribed
Shares, or made any representations, warranties or guarantees regarding the tax consequences of Subscriber’s investment in the Subscribed
Shares.


 


(m)             
Alone, or together with any professional advisors, Subscriber has adequately analyzed and fully considered the risks of
an investment in the Subscribed Shares and determined that the Subscribed Shares are a suitable investment for Subscriber and that Subscriber
is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in Flexjet.
Subscriber acknowledges specifically that a possibility of total loss exists.


 


(n)               
Subscriber understands and agrees that no federal or state agency or any other government or Governmental Authority (whether
foreign or domestic) has passed upon or endorsed the merits of the offering of the Subscribed Shares or made any findings or determination
as to the fairness of this investment.


 






    9 


     


    

 


(o)                Subscriber
is not, and is not owned or controlled by or acting on behalf of (in connection with the transactions contemplated hereby), a
Sanctioned Person. Subscriber is not a non-U.S. shell bank or providing banking services to a non-U.S. shell bank. Subscriber
represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the
USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that
Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act.
Subscriber also represents that, to the extent required by applicable law, it maintains, either directly or through the use of a
third-party administrator, policies and procedures reasonably designed for the screening of any investors against Sanctions-related
lists of blocked or restricted persons. Subscriber further represents and warrants that the funds held by Subscriber and used to
purchase the Subscribed Shares are derived from lawful activities. For purposes of this Subscription Agreement,
 “Sanctioned Person” means at any time any person or entity: (i) listed on any Sanctions-related list of
designated or blocked or restricted persons, (ii) that is a national of, the government of, or any agency or instrumentality of
the government of, or resident in, or organized under the laws of, a country or territory that is the target of comprehensive
Sanctions from time to time (as of the date of this Subscription Agreement, Cuba, Iran, North Korea, Syria, and the Crimea region)
or (iii) owned or controlled by or acting on behalf of any of the foregoing. “Sanctions” means those
trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force of
law) administered, enacted or enforced from time to time by (A) the United States (including without limitation the U.S. Department
of the Treasury, Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of Commerce), (B) the
European Union and enforced by its member states, (C) the United Nations and (D) Her Majesty’s Treasury.


 


(p)               
Subscriber, together with its affiliates that will hold the Subscribed Shares, are not currently (and at all times through
the Closing will refrain from being or becoming) members of a “group” (within the meaning of Section 13(d)(3) or Section 14(d)(2)
of the Exchange Act or any successor provision) acting for the purpose of acquiring, holding, voting or disposing of equity securities
of Flexjet (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).


 


(q)               
No foreign person (as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign
state have a substantial interest (as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in Flexjet as a result of
the purchase and sale of Subscribed Shares hereunder such that a declaration to the Committee on Foreign Investment in the United States
would be mandatory under 31 C.F.R. Part 800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over Flexjet
from and after the Closing as a result of the purchase and sale of Subscribed Shares hereunder.


 


(r)                 If
Subscriber is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), a plan, an individual retirement account or other arrangement that is subject to section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”) or an employee benefit plan that is a
governmental plan (as defined in section 3(32) of ERISA), a church plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as
described in section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any
other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an
entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a
 “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or section 4975 of the
Code, Subscriber represents and warrants that (i) neither Flexjet, nor any of its respective affiliates (the
 “Transaction Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with
respect to its decision to acquire and hold the Subscribed Shares, and none of the Transaction Parties shall at any time be relied
upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares and
(ii) the acquisition and holding of the Subscribed Shares will not result in a non-exempt prohibited transaction under ERISA or
Section 4975 of the Code.


 






    10 


     


    

 


(s)                
At the applicable date, Subscriber will have sufficient funds to pay the Purchase Price in escrow pursuant to Section
2.


 


(t)                
No broker or finder is entitled to any brokerage or finder’s fee or commission solely in connection with the entry
into this Subscription Agreement by Subscriber or performance of its obligations hereunder.


 


(u)               
At all times at or prior to the Closing, Subscriber has no binding commitment to dispose of, or otherwise transfer (directly
or indirectly), any of the Subscribed shares.


 


(v)               
Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information
relating to the Participating Companies.


 


(w)             
Subscriber is a United States citizen, as such term is defined and interpreted by courts of law, the United States Department
of Transportation and the Federal Aviation Administration pursuant to federal law, including but not limited to, 42 U.S.C. 40102(a)(15).


 






    11 


     


    

 


Section 5.               
Registration Rights. Without limitation of any obligations of Flexjet pursuant to the Registration Rights Agreement:


 


(a)                Flexjet
shall, within 30 calendar days after the Closing (the “Filing Deadline”), file with the SEC (at
Flexjet’s sole cost and expense) a registration statement registering the resale of the Subscribed Shares (the
 “Registration Statement”), and use its commercially reasonable efforts to have the Registration Statement
declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) the 60th calendar day (or
90th calendar day if the SEC notifies Flexjet that it will “review” the Registration Statement) following the earlier of
(A) the filing of the Registration Statement and (B) the Filing Deadline and (ii) the 5th Business Day after Flexjet
is notified (orally or in writing, whichever is earlier) by the SEC that the Registration Statement will not be
 “reviewed” or will not be subject to further review (such date, the
 “Effectiveness Deadline”); provided, however, that Flexjet’s
obligations to include Subscriber’s Subscribed Shares in the Registration Statement are contingent upon Subscriber furnishing
in writing to Flexjet such information regarding Subscriber, the securities of Flexjet held by Subscriber and the intended method of
disposition of the Subscribed Shares (which shall be limited to non-underwritten public offerings) as shall be reasonably requested
by Flexjet to effect the registration of the Subscribed Shares, and shall execute such documents in connection with such
registration as Flexjet may reasonably request that are customary of a selling stockholder in similar situations. Flexjet agrees
that, except for such times as Flexjet is permitted hereunder to suspend the use of the prospectus forming part of a Registration
Statement, Flexjet will use its reasonable best efforts to, at its expense, cause such Registration Statement or another
registration statement (which may be a “shelf registration statement”) to remain effective with respect to Subscriber,
keep any qualification, exemption or compliance under state securities laws which Flexjet determines to obtain continuously
effective with respect to Subscriber, and to keep the applicable Registration Statement or any subsequent shelf registration
statement free of any material misstatements or omissions, until the earlier of (i) two years from effective date of the
Registration Statement, (ii) the date on which all of the Subscribed Shares shall have been sold, or (iii) on the first date on
which the undersigned can sell all of its Subscribed Shares (or shares received in exchange therefor) under Rule 144 of the
Securities Act without limitation as to the manner of sale, the amount of such securities that may be sold and without the
requirement for Flexjet to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if
applicable); provided that, Flexjet shall be entitled to delay the filing or postpone the effectiveness of the
Registration Statement, and from time to time to require Subscriber not to sell under the Registration Statement or to suspend the
effectiveness thereof, if (A) Flexjet’s board of directors reasonably determines that in order for the Registration Statement
not to contain a material misstatement or omission, an amendment thereto would be needed, (B) the negotiation or consummation of a
transaction by Flexjet or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event
Flexjet’s board of directors reasonably believes would require additional disclosure by Flexjet in the Registration Statement
of material information that Flexjet has a bona fide business purpose for keeping confidential and the non-disclosure of which in
the Registration Statement would be expected, in the reasonable determination of Flexjet’s board of directors to cause the
Registration Statement to fail to comply with applicable disclosure requirements or (C) in the reasonable judgment of the
Flexjet’s board of directors, such filing or effectiveness or use of such Registration Statement would be seriously
detrimental to Flexjet (such circumstance, a “Suspension Event”); provided, however, that Flexjet
may not delay or suspend the Registration Statement on more than two occasions or for more than 90 consecutive calendar days, or
more than 120 total calendar days, in each case during any 12-month period. Upon receipt of any written notice from Flexjet
(which notice shall not contain any material non-public information regarding Flexjet) of the happening of any Suspension Event
during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or
related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the
prospectus) not misleading, Subscriber agrees that (1) it will immediately discontinue offers and sales of the Subscribed Shares
under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Subscriber
receives copies of a supplemental or amended prospectus (which Flexjet agrees to promptly prepare) that corrects the misstatements
or omissions referred to above and receives notice that any post-effective amendment has become effective or unless otherwise
notified by Flexjet that it may resume such offers and sales, and (2) it will maintain the confidentiality of any information
included in such written notice delivered by Flexjet unless otherwise required by law or subpoena. If so directed by Flexjet,
Subscriber will deliver to Flexjet or, in Subscriber’s sole discretion destroy, all copies of the prospectus covering the
Subscribed Shares in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all
copies of the prospectus covering the Subscribed Shares shall not apply (I) to the extent Subscriber is required to retain a copy of
such prospectus (x) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (y) in
accordance with a bona fide pre-existing document retention policy or (II) to copies stored electronically on archival servers as a
result of automatic data back-up.


 






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(b)               
Flexjet shall promptly advise Subscriber:


 


		(i)	when a Registration Statement or any amendment thereto has been filed with the SEC and when such Registration
Statement or any post-effective amendment thereto has become effective;



 


		(ii)	of any request by the SEC for amendments or supplements to any Registration Statement or the prospectus
included therein or for additional information;



 


		(iii)	of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement
or the initiation of any proceedings for such purpose;



 


		(iv)	of the receipt by Flexjet of any notification with respect to the suspension of the qualification of the
Subscribed Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and



 


		(v)	subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires
the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading
and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus,
in the light of the circumstances under which they were made) not misleading.



 


Notwithstanding
anything to the contrary set forth herein, Flexjet shall not, when so advising Subscriber of such events, provide Subscriber with any
material, nonpublic information regarding Flexjet other than to the extent that providing notice to Subscriber of the occurrence of the
events listed in (i) through (v) above constitutes material, nonpublic information regarding Flexjet or subjects the Subscriber to any
duty of confidentiality.


 


(c)               
Flexjet shall use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness
of any Registration Statement as soon as reasonably practicable.


 


(d)               
Except for such times as Flexjet is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part
of a Registration Statement as contemplated by this Subscription Agreement, Flexjet shall use its reasonable best efforts to as soon as
reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or
file any other required document so that, as thereafter delivered to purchasers of the Subscribed Shares included therein, such prospectus
will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.


 


(e)               
Flexjet shall use its reasonable best efforts to cause all Subscribed Shares to be listed on each securities exchange or
market, if any, on which the Flexjet Common Stock has been listed.


 






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Section 6.               
Termination. Except for Sections 6, 7 and 9, which shall survive any termination of this Subscription
Agreement, this Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations
of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier
to occur of (a) such date and time as the BCA is terminated in accordance with its terms, (b) upon the mutual written agreement of the
parties hereto to terminate this Subscription Agreement, and (c) on September 30, 2023; provided, that nothing herein will relieve
any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies
at Law or in equity to recover losses, liabilities or damages arising from such breach. Flexjet shall notify Subscriber of the termination
of the BCA promptly after any termination thereof.


 


Section 7.               
Trust Account Waiver. Subscriber hereby acknowledges that SPAC has established a trust account (the “Trust Account”)
containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring
simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders
and certain other parties (including the underwriters of the IPO). Subscriber acknowledges that, in connection with the Transactions and
as contemplated by the BCA, it is contemplated that the agreement governing the Trust Account will be assigned from SPAC to Flexjet with
effect as of the consummation of the SPAC Merger. For and in consideration of Flexjet entering into this Subscription Agreement, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (a) agrees that
it does not now and shall not at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the
Trust Account, and shall not make any claim against the Trust Account, regardless of whether such claim arises as a result of, in connection
with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract,
tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released
Claims”), (b) irrevocably waives any Released Claims that it may have against the Trust Account now or in the future as
a result of, or arising out of, any negotiations, contracts or agreements with Flexjet, and (c) will not seek recourse against the Trust
Account for any reason whatsoever; provided, however, that nothing in this Section 7 shall be deemed to limit any
Subscriber’s right to distributions from the Trust Account in accordance with the applicable terms of the SPAC’s Organizational
Documents or the Amended and Restated Flexjet Charter and Amended and Restated Flexjet Bylaws in respect of any SPAC Class A Common Stock
(prior to the closing of the SPAC Merger) or Flexjet Class A Common Stock (following the closing of the SPAC Merger) acquired by any means
other than pursuant to this Subscription Agreement or any Subscriber’s right, title, interest or claim to the Trust Account by virtue
of such Subscriber’s record or beneficial ownership of securities of SPAC or Flexjet acquired by any means other than pursuant to
this Subscription Agreement, including but not limited to any redemption right with respect to any such securities of SPAC or Flexjet.
Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon
by Flexjet and its affiliates to induce Flexjet to enter into this Subscription Agreement and Subscriber further intends and understands
such waiver to be valid, binding and enforceable against Subscriber under applicable Law.


 






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Section 8.               
Indemnity.


 


(a)               
 Flexjet agrees to indemnify and hold harmless, to the extent permitted by Law, the Subscriber, its directors, and officers,
employees, and agents, and each person who controls the Subscriber (within the meaning of the Securities Act or the Exchange Act) and
each affiliate of the Subscriber (within the meaning of Rule 405 under the Securities Act), to the extent the Subscriber is a seller under
the Registration Statement, from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation,
any reasonable attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) caused
by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration
Statement or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances
in which they were made) not misleading, except insofar as the same are caused by or contained in any information furnished in writing
to Flexjet by or on behalf of the Subscriber expressly for use therein.


 


(b)               
The Subscriber agrees, in connection with any Registration Statement under which the Subscriber is a seller, severally and
not jointly with any person that is a party to the Other Subscription Agreements, to indemnify and hold harmless Flexjet, its affiliates
and its and its affiliates’ directors, officers, employees and agents, and each person who controls Flexjet (within the meaning
of the Securities Act or the Exchange Act) against any losses, claims, damages, liabilities and expenses (including, without limitation,
reasonable attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) resulting
from any untrue statement of material fact contained in the Registration Statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make
the statements therein (in the case of a prospectus, in the light of the circumstances in which they were made) not misleading, but only
to the extent that such untrue statement or omission is contained (or not contained, in the case of an omission) in any information or
affidavit so furnished by or on behalf of the Subscriber expressly for use therein. In no event shall the liability of the Subscriber
be greater in amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Subscribed Shares giving
rise to such indemnification obligation.


 


(c)                Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to
indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (ii) permit such indemnifying
party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent.
An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more
than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable
judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of
such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.


 






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(d)               
The indemnification provided for under this Subscription Agreement shall remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer, director, employee, agent, affiliate or controlling person
of such indemnified party and shall survive the transfer of the Subscribed Shares.


 


(e)               
If the indemnification provided under this Section 8 from the indemnifying party is unavailable or insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying
party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party
and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made (or not made, in the case
of an omission) by, or relates to information supplied (or not supplied, in the case of an omission) by or on behalf of, such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses or other liabilities
referred to above shall be deemed to include, subject to the other limitations set forth in this Section 8, any legal or other
fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section
8 from any person who was not guilty of such fraudulent misrepresentation. Any contribution pursuant to this Section 8(e) by
any seller of Subscribed Shares shall be limited in amount to the amount of net proceeds received by such seller from the sale of such
Subscribed Shares pursuant to the Registration Statement. Notwithstanding anything to the contrary herein, in no event will any party
be liable for consequential, special, exemplary or punitive damages in connection with this Subscription Agreement.


 


Section 9.               
Miscellaneous.


 


(a)               
All notices, requests, demands, claims, and other communications hereunder shall be in writing and be deemed to have been
duly given (i) when delivered in person, (ii) three Business Days after being sent, if sent by registered or certified mail return receipt
requested, postage prepaid, (iii) one Business Day after being sent, if sent by FedEx or other nationally recognized overnight delivery
service, or (iv) when delivered by email with electronic confirmation of delivery, in each case, addressed to the intended recipient at
its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice
given in accordance with this Section 9(a).


 


(b)                Subscriber
acknowledges that Flexjet and others have relied and will rely on the acknowledgments, understandings, agreements, representations
and warranties of Subscriber contained in this Subscription Agreement; provided, however, that the foregoing clause of
this Section 9(b) shall not give Flexjet or any third party any rights other than as expressly set forth herein. Prior to the
Closing, Subscriber agrees to promptly notify Flexjet if it becomes aware that any of the acknowledgments, understandings,
agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects.
Subscriber acknowledges and agrees that the purchase by Subscriber of Subscribed Shares from Flexjet will constitute a reaffirmation
of the acknowledgments, understandings, agreements, representations and warranties herein by Subscriber as of the Closing. Flexjet
acknowledges that Subscriber will rely on the acknowledgments, understandings, agreements, representations and warranties of Flexjet
contained in this Subscription Agreement. Prior to the Closing, Flexjet agrees to promptly notify Subscriber if it becomes aware
that any of the acknowledgments, understandings, agreements, representations and warranties of Flexjet set forth herein are no
longer accurate in all material respects.


 






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(c)               
Each of Flexjet and Subscriber is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce
this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with
respect to the matters covered hereby.


 


(d)               
Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated
herein.


 


(e)               
Subscriber hereby acknowledges and agrees that it will not, nor will any person acting at Subscriber’s direction or
pursuant to any understanding with Subscriber, directly or indirectly offer, sell, pledge, contract to sell, sell any option, engage in
hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, of the Subscribed
Shares until the consummation of the Transactions (or the earlier termination of this Subscription Agreement in accordance with its terms).


 


(f)                
Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares
acquired hereunder, if any) may be transferred or assigned. Neither this Subscription Agreement nor any rights that may accrue to Flexjet
hereunder may be transferred or assigned (provided, that, for the avoidance of doubt, Flexjet may transfer the Subscription Agreement
and its rights hereunder solely in connection with the consummation of the Transactions and exclusively to another entity that controls,
is under the control of, or is under common control with, Flexjet). Notwithstanding the foregoing, Subscriber may assign its rights and
obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds or accounts managed or
advised by the investment manager who acts on behalf of Subscriber, if any) or, with Flexjet’s prior written consent, to another
person, provided that no such assignment shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such
obligations.


 


(g)               
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive
the Closing.


 


(h)                Flexjet
may request from Subscriber such additional information as Flexjet may reasonably deem necessary to evaluate the eligibility of
Subscriber to acquire the Subscribed Shares, and Subscriber shall provide such information as may be reasonably requested.
Subscriber acknowledges that Flexjet may file a copy of the form of this Subscription Agreement with the SEC as an exhibit to a
periodic report of Flexjet or a registration statement of Flexjet.


 






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(i)                
This Subscription Agreement may not be amended, modified or waived except by an instrument in writing, signed by each of
the parties hereto.


 


(j)                
This Subscription Agreement constitutes the entire agreement between the parties hereto, and supersedes all other prior
agreements, understandings, representations and warranties, both written and oral, between the parties hereto with respect to the subject
matter hereof.


 


(k)               
Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other person. Notwithstanding the foregoing, the parties hereto agree that
each of the Participant Companies that is not a party hereto is an express third-party beneficiary of this Subscription Agreement (the
 “Beneficiaries”). Each of the parties hereto acknowledge and agree that each of the parties hereto and each
of the Beneficiaries shall be entitled to seek and obtain equitable relief, without proof of actual damages, including an injunction or
injunctions or order for specific performance to prevent breaches of this Subscription Agreement and to enforce specifically the terms
and provisions of this Subscription Agreement to cause Flexjet to cause, or directly cause, Subscriber to fund the Purchase Price and
cause the Closing to occur on the Subscription Closing Date. Each party hereto further agrees that none of the parties hereto or any of
the Beneficiaries shall be required to obtain, furnish, or post any bond or similar instrument in connection with or as a condition to
obtaining any remedy referred to in this Section 9(k), and each party hereto irrevocably waives any right it may have to require
the obtaining, furnishing, or posting of any such bond of similar instrument.


 


(l)                 The
parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this
Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached and that money or other
legal remedies would not be an adequate remedy for such damage. It is accordingly agreed that the parties hereto shall be entitled
to equitable relief, including in the form of an injunction or injunctions to prevent breaches or threatened breaches of this
Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition
to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto
acknowledge and agree that Flexjet shall be entitled to specifically enforce Subscriber’s obligations to fund the Subscription
Amount and the provisions of the Subscription Agreement, in each case, on the terms and subject to the conditions set forth herein.
The parties hereto further acknowledge and agree: (i) to waive any requirement for the security or posting of any bond in connection
with any such equitable remedy; (ii) not to assert that a remedy of specific enforcement pursuant to this Section 9(l) is
unenforceable, invalid, contrary to applicable Law or inequitable for any reason; and (iii) to waive any defenses in any action for
specific performance, including the defense that a remedy at Law would be adequate. In connection with any proceeding for which
Flexjet is being granted an award of money damages, the Subscriber agrees that such damages, to the extent payable by such party,
shall include, without limitation, damages related to the consideration that is or was to be paid to Flexjet under the BCA, this
Subscription Agreement or both, and such damages are not limited to an award of out-of-pocket fees and expenses related to the BCA
and this Subscription Agreement.


 






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(m)             
In any dispute arising out of or related to this Subscription Agreement, or any other agreement, document, instrument or
certificate contemplated hereby, or any transactions contemplated hereby or thereby, the applicable adjudicating body shall award to the
prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the dispute
and the enforcement of its rights under this Subscription Agreement or any other agreement, document, instrument or certificate contemplated
hereby and, if the adjudicating body determines a party to be the prevailing party under circumstances where the prevailing party won
on some but not all of the claims and counterclaims, the adjudicating body may award the prevailing party an appropriate percentage of
the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the adjudication and the enforcement
of its rights under this Subscription Agreement or any other agreement, document, instrument or certificate contemplated hereby or thereby.


 


(n)               
 If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality
or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and
shall continue in full force and effect.


 


(o)               
No failure or delay by a party hereto in exercising any right, power or remedy under this Subscription Agreement, and no
course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or
partial exercise of any right, power or remedy under this Subscription Agreement by a party hereto, nor any abandonment or discontinuance
of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right
of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Subscription Agreement
shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances or
constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without
such notice or demand.


 


(p)               
This Subscription Agreement may be executed and delivered in counterparts (including by electronic mail or in .pdf) and
by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.


 


(q)               
This Subscription Agreement, and any claim or cause of action hereunder based upon, arising out of or related to this Subscription
Agreement (whether based on law, in equity, in contract, in tort or any other theory) or the negotiation, execution, performance or enforcement
of this Subscription Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard
to the principles of conflicts of laws that would otherwise require the application of the law of any other jurisdiction.


 






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(r)                
 EACH PARTY AND ANY PERSON ASSERTING RIGHTS AS A THIRD PARTY BENEFICIARY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL
BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.
THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING,
THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS Section
9(r) AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS,
IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.


 


(s)                
The parties hereto agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription
Agreement must be brought exclusively in the Court of Chancery of the State of Delaware or, to the extent such court does not have subject
matter jurisdiction, the Superior Court of the State of Delaware, or, if it has or can acquire jurisdiction, in the United States District
Court for the District of Delaware (collectively the “Designated Courts”). Each party hereby consents and submits
to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Subscription Agreement
may be brought in any other forum. Each party hereby irrevocably waives all claims of immunity from jurisdiction, and any objection which
such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right
to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or
inconvenient forum or venue. Each of the parties hereto also agrees that delivery of any process, summons, notice or document to a party
hereof in compliance with Section 9(a) of this Subscription Agreement shall be effective service of process for any action, suit
or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.


 


(t)                
This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon,
arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement,
may only be brought against the entities that are expressly named as parties or third party beneficiaries hereto and then only with respect
to the specific obligations set forth herein with respect to such party or third party beneficiary. No past, present or future director,
officer, employee, incorporator, manager, member, partner, stockholder, affiliate, agent, attorney or other representative of any party
hereto or of any affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations
or liabilities of any party hereto under this Subscription Agreement or for any claim, action, suit or other legal proceeding based on,
in respect of or by reason of the transactions contemplated hereby.


 






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(u)               
 If, any change in SPAC Class A Common Stock (prior to the consummation of the SPAC Merger) or the Flexjet Class A Common
Stock (following the consummation of the SPAC Merger) shall occur between the date hereof and immediately prior to the Closing by reason
of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares,
or any stock dividend, the number of Subscribed Shares issued to Subscriber shall be appropriately adjusted to reflect such change.


 


(v)               
Subscriber hereby consents to the publication and disclosure in any press release issued by Flexjet, SPAC or any other Participant
Company, any Form 8-K filed by Flexjet or SPAC with the SEC in connection with the execution and delivery of the BCA or the transactions
contemplated thereby and the Proxy Statement/Prospectus (and, as and to the extent otherwise required by the federal securities laws,
exchange rules, the SEC or any other securities authorities or any rules and regulations promulgated thereby, any other documents or communications
provided by Flexjet or SPAC to any Governmental Authority or to any securityholders of Flexjet or SPAC) of Subscriber’s identity
and beneficial ownership of the Subscribed Shares and the nature of Subscriber’s commitments, arrangements and understandings under
and relating to this Subscription Agreement and, if deemed appropriate by Flexjet or SPAC, a copy of this Subscription Agreement, all
solely to the extent required by applicable law or any regulation or stock exchange listing requirement. Subscriber will promptly provide
any information reasonably requested by Flexjet or SPAC for any regulatory application or filing made or approval sought in connection
with the Transactions (including filings with the SEC). Notwithstanding the foregoing, Flexjet shall provide to Subscriber a copy of any
proposed disclosure relating to Subscriber in accordance with the provisions of this Section 9(v) in advance of any publication
thereof and shall consider in good faith such revisions to such proposed disclosure as Subscriber shall reasonably request.


 


(w)             
Flexjet shall issue, or shall cause SPAC to issue, by 9:00 a.m., New York City time, on the fourth Business Day immediately
following the date hereof, one or more press releases or file with the SEC a Current Report on Form 8-K (collectively, the “Disclosure Document”)
disclosing all material terms of the transactions contemplated hereby and by the Other Subscription Agreements and in connection with
the Transaction. Upon the issuance of the Disclosure Document, to Flexjet’s knowledge, Subscriber (provided that Subscriber is not,
or is not an affiliate of any person who is, an existing investor in Flexjet) shall not be in possession of any material, non-public information
received from Flexjet, SPAC or their respective officers, directors, employees or agents, and Subscriber shall no longer be subject to
any confidentiality or similar obligations under any current agreement, whether written or oral with Flexjet, SPAC or any of their affiliates
in connection with the Transactions.


 


(x)                The
obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber
or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the
performance of the obligations of any Other Subscriber under this Subscription Agreement or any Other Subscriber or other investor
under the Other Subscription Agreements. The decision of Subscriber to purchase Subscribed Shares pursuant to this Subscription
Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any
information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of
operations, condition (financial or otherwise) or prospects of Flexjet, or any of its subsidiaries which may have been made or given
by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any
of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising
from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and
no action taken by Subscriber or any other investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and Other
Subscribers or any other investors as a partnership, an association, a joint venture or any other kind of entity, or create a
presumption that Subscriber and Other Subscribers or other investors are in any way acting in concert or as a group with respect to
such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber
acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no
Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Subscribed Shares or
enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its
rights, including, without limitation, the rights arising out of this Subscription Agreement, and it shall not be necessary for any
Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.


 


[Signature pages follow]


 






    21 


     


    

 


IN WITNESS WHEREOF,
each the parties hereto have executed or caused this Subscription Agreement to be executed by its duly authorized representative as of
the date first set forth above.


 


	 	FLEXJET, INC.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:  
	 	 
	 	 	Flexjet, Inc.

 Cuyahoga County Airport

 26180 Curtiss Wright Parkway 

Cleveland, Ohio 44143 

Attn: Kenneth Ricci  
	 	 	 
	 	with a copy (not to constitute notice) to:
	 	 
	 	 	White & Case LLP 

1221 Avenue of Americas

 New York, New York 10020-1095 

Attention:   Joel Rubinstein 

                    Daniel Nussen    
	 	 	 
	 	 	Email:    Joel.Rubinstein@whitecase.com
	 	 	              Daniel.Nussen@whitecase.com 
	 	 	 
	 	and	 
	 	 	 
	 	 	Sidley Austin LLP 

One South Dearborn 

Chicago, Illinois 60603 

Attention: Myles Pollin 

Email: mpollin@sidley.com     
	 	 	 
	 	and	 
	 	 	 
	 	 	Sidley
Austin LLP 
	 	 	2021 McKinney Avenue, Suite 2000
	 	 	Dallas, Texas 75201
	 	 	Attention:    Bill Howell 
	 	 	                     Ryan Scofield
	 	 	Email:   bhowell@sidley.com
	 	 	              rscofield@sidley.com



 


Signature Page to Subscription Agreement


 






     


     


    

 


	 	 	[SUBSCRIBER]
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Address for Notices:
	 	 
	 	 
	 	 
	 	Name in which shares are to be registered:
	 	 



 


	Number of Subscribed Shares subscribed for:	______________________	 
	 	 	 
	Price Per Subscribed Share:	$10.00	 
	 	 	 
	Aggregate Purchase Price:	$____________________	
     

     



You must pay the Purchase Price by wire transfer
of United States dollars in immediately available funds to the account of Flexjet specified by Flexjet in the Closing Notice.


 






     


     


    

 


ANNEX A



ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER 


 


This Annex A should be completed and signed by
Subscriber

and constitutes a part of the Subscription Agreement.


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS (Please check the box, if applicable)



 


		 ̈	Subscriber is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) (a “QIB”)



 


		 ̈	We are subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, and each owner of such account
is a QIB.



 


		B.	ACCREDITED INVESTOR STATUS (Please check the box)



 


		 ̈	Subscriber is an institutional “accredited investor” (within the meaning of Rule 501(a)(1),
(2), (3), (7), (8) or (9) under the Securities Act) or an entity in which all of the equity holders are accredited investors within the
meaning of Rule 501(a) under the Securities Act, and has marked and initialed the appropriate box below indicating the provision under
which it qualifies as an “accredited investor.”



 


		C.	AFFILIATE STATUS

(Please check the applicable box)



 


SUBSCRIBER:


 


 ̈ is:


 


 ̈ is not:


 


an “affiliate”
(as defined in Rule 144 under the Securities Act) of Flexjet or acting on behalf of an affiliate of Flexjet.


 


Rule 501(a), in relevant part,
states that an “accredited investor” shall mean any person who comes within any of the below listed categories, or who the
issuer reasonably believes comes within any of the below listed categories, at the time of the sale of the securities to that person.
Subscriber has indicated, by marking and initialing the appropriate box below, the provision(s) below which apply to Subscriber and under
which Subscriber accordingly qualifies as an “accredited investor.”


 


		 ̈	Any bank, registered broker or dealer, insurance company, registered investment company, business development
company, or small business investment company;



 


		 ̈	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality
of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000, or,
if a self-directed plan, with investment decisions made solely by persons that are accredited investors;



 






     


     


    

 


		 ̈	Any private business development company as defined in Section 202(a)(22) of the Investment Advisers Act
of 1940;



 


		 ̈	Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974,
if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess
of $5,000,000;



 


		 ̈	Any corporation, similar business trust, partnership or any organization described in Section 501(c)(3)
of the Internal Revenue Code, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of
$5,000,000;



 


		 ̈	Any director, executive officer, or general partner of the issuer of the securities being offered or sold,
or any director, executive officer, or general partner of a general partner of that issuer;



 


		 ̈	Any natural person whose individual net worth, or joint net worth with that person’s spouse, at
the time of his purchase exceeds $1,000,000. For purposes of calculating a natural person’s net worth: (a) the person’s primary
residence must not be included as an asset; (b) indebtedness secured by the person’s primary residence up to the estimated fair
market value of the primary residence must not be included as a liability (except that if the amount of such indebtedness outstanding
at the time of calculation exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary
residence, the amount of such excess must be included as a liability); and (c) indebtedness that is secured by the person’s primary
residence in excess of the estimated fair market value of the residence must be included as a liability;



 


		 ̈	Any natural person who had an individual income in excess of $200,000 in each of the two most recent years
or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching
the same income level in the current year;



 


		 ̈	Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring
the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii);



 


		 ̈	Any entity in which all of the equity owners are accredited investors; or



 


		 ̈	Any entity, of a type not listed above, not formed for the specific purpose of acquiring the securities
offered, owning investments in excess of $5,000,000.



  


This page should be completed
by Subscriber and constitutes a part of the Subscription Agreement.


 






     


     


    

 


	 	SUBSCRIBER:
	 	Print Name: 
	 	 	 
	 	By: 	 
	 	Name:	 
	 	Title: