Exhibit 10.2


 


NEW
WARRANT AGREEMENT


 


THIS NEW WARRANT
AGREEMENT (this “Agreement”), dated as of [●], 2023, is made and entered into between Flexjet, Inc., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust
company, as warrant agent (in such capacity, the “Warrant Agent”).


 


Certain terms used
herein are defined in Section 8.10, if not defined elsewhere herein.


 


RECITALS


 


WHEREAS, the warrants
issued hereunder are referred to herein as the “Warrants,” and will be initially issued to Directional and Sponsor
as specified in the BCA and the Exchange Agreement. In each case, the Warrants will be issued in two Tranches;


 


WHEREAS, the Company
wants to provide for (i) the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, the respective
rights, limitation of rights and immunities of the Company, the Warrant Agent and the holders of the Warrants and (ii) certain other
matters; and


 


WHEREAS, all acts
and things have been done and performed that are necessary (i) to make the Warrants, as provided herein, the valid, binding and legal
obligations of the Company (subject, in the case of Physical Warrant Certificates (as defined below), if Physical Warrant Certificates
are issued, to their being executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent) and (ii) to authorize
the execution and delivery of this Agreement;


 


NOW, THEREFORE,
in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1.              
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company in relation
to the Warrants in accordance with the terms and conditions of this Agreement. The Warrant Agent hereby accepts such appointment and
agrees to perform as such agent in accordance with the terms and conditions set forth in this Agreement.


 


2.              
Warrants.


 


2.1           
Definition of “Common Stock”; Initial Issuance of Warrants; Certain Terms of the Warrants.


 


(a)            
“Common Stock” means initially the shares of common stock, par value $0.0001 per share, of the Company, until
other securities become Common Stock pursuant to this Agreement. As the context requires, the term means the securities of that class
or the securities deliverable upon exercise of the Warrants.


 


(b)            
Each Warrant shall entitle the holder thereof, upon the exercise thereof pursuant to this Agreement, to delivery of Common Stock,
upon the terms and subject to the conditions of this Agreement.


 






     


     


    

 


(c)            
 As contemplated by the BCA and Exchange Agreement, at or about the Company Merger Effective Time (as defined in the BCA), the
Warrants shall be initially issued in two tranches (“Tranches”), consisting of “Tranche 1” and
 “Tranche 2”. The two Tranches shall be identical, except as to Exercise Price (as defined below), as provided in Section
2.1(e).


 


(d)            
Warrants of each Tranche shall be initially issued as follows (expressed as the number of shares of Common Stock initially deliverable
upon exercise of such Warrants) to the following holders:


 


	Holder/Total	Tranche
    1	Tranche
    2	Total
	Directional	10,000,000	10,000,000	20,000,000
	Sponsor	10,000,000	10,000,000	20,000,000
	Total	20,000,000	20,000,000	40,000,000


 


Each number of shares
of Common Stock set forth above is subject to adjustment pursuant to this Agreement.


 


(e)            
The exercise price of the Warrants per Warrant Share (the “Exercise Price”) shall be:


 


		·	For
                                            Tranche 1: $10.00.



 


		·	For
                                            Tranche 2: $15.00.



 


Each such Exercise
Price is subject to adjustment pursuant to this Agreement.


 


(f)             
The period during which the Warrants can be exercised (the “Exercise Period”) shall begin on the date hereof
and end at 5:00 p.m. New York City time on the 10th anniversary of the date of the Company Merger Effective Time, or, if such anniversary
date is not a Business Day, on the next Business Day.


 


(g)            
No Warrant shall be redeemable at the option of the Company or the holder thereof or otherwise.


 


2.2           
Form of Warrant. Each Warrant shall initially be issued in book-entry form only. Physical certificates representing the
Warrants (“Physical Warrant Certificates”) shall be issued only as provided in Section 2.4.2.


 


2.3           
Effect of Countersignature on Physical Warrant Certificates. If a Physical Warrant Certificate is issued, unless and until
it is countersigned by the Warrant Agent pursuant to this Agreement, it shall be invalid and of no effect and may not be exercised by
the holder thereof.


 






     


     


    

 


2.4           
 Registration.


 


2.4.1      
Warrant Register; Issuance and Registration of Warrants.


 


(a)            
The Warrant Agent shall maintain books (the “Warrant Register”) for the registration of original issuance,
exercise and transfer of the Warrants. The Warrant Register shall also reflect any notations as to restrictions on transfer that may
be applicable to any Warrant.


 


(b)            
Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent
by the Company.


 


(c)            
Section 2.4.1(d), and all other provisions herein relating to the Depositary and any Participant (each as defined in Section 2.4.1(d)),
shall apply only if the Warrants are accepted for deposit by the Depositary, which is not expected to happen in any circumstance. Warrants
so accepted are referred to herein as “Depositary Warrants”. Warrants in book-entry form that are not Depositary Warrants
are referred to herein as “Direct Book-Entry Warrants”.


 


(d)            
Ownership of beneficial interests in the Depositary Warrants shall be shown on, and the transfer of such ownership shall be effected
through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”)
(such institution, with respect to a Depositary Warrant in its account, a “Participant”).


 


(e)            
Ownership of beneficial interests in the Direct Book-Entry Warrants shall be shown on, and the transfer of such ownership shall
be effected through, records maintained by the Warrant Agent, including the Warrant Register.


 


2.4.2      
Cessation of Book-Entry Form; Physical Warrant Certificates.


 


(a)            
This Section 2.4.2 shall apply if (i) in the case of Direct Book-Entry Warrants, the Warrant Agent ceases to make its book-entry
system available for the Warrants, or (ii) in the case of Depositary Warrants, the Depositary ceases to make its book-entry settlement
system available for the Warrants.


 


(b)            
In either case contemplated by Section 2.4.2(a):


 


(i)             
the Company may instruct the Warrant Agent regarding making other arrangements for book-entry settlement; and


 


(ii)           
the Company shall provide written instructions to the Warrant Agent (in the case of Direct Book-Entry Warrants) or the Depositary
(in the case of Depositary Warrants) (A) to cancel the book-entry status of the Warrants, and (B) to deliver Physical Warrant Certificates
to the Registered Holders.


 


(c)             In
addition to either case contemplated by Section 2.4.2(a), a Registered Holder of a Warrant in book-entry form shall have the right
to request that it be represented, in whole or in part, in physical form. In such case, and to the extent requested, the Company
shall provide written instructions to the Warrant Agent (in the case of Direct Book-Entry Warrants) or the Depositary (in the case
of Depositary Warrants) (i) to cancel the book-entry status of such Warrant and (ii) to deliver Physical Warrant Certificates to
such Registered Holder.


 






     


     


    

 


(d)            
Physical Warrant Certificates shall be in the form of Exhibit A hereto, properly completed and with such changes as may
be acceptable to the Company and the Depositary to reflect administrative ease and custom.


 


(e)            
Physical Warrant Certificates shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive
Officer, President, Chief Financial Officer, Chief Operating Officer, General Counsel, Secretary or other principal officer of the Company,
in each case satisfying such requirements relating to the jurisdiction of organization of the Company as shall be applicable. If the
person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed
the Warrant before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date
of issuance.


 


2.4.3      
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent
may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”
or the “holder”) as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any
notation of ownership or other writing on a Physical Warrant Certificate made by anyone other than the Company or the Warrant Agent),
for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected
by any notice to the contrary.


 


2.5           
Fractional Warrants. The Company shall not issue fractional Warrants.


 


2.6           
Restrictions on Transfer. The Warrants and the Common Stock are subject to the applicable restrictions on transfer set
forth in the Stockholders Agreement (as defined in the BCA) and the Bylaws of the Company.


 


In the case of a
Warrant in book-entry form, by notice to the Warrant Agent, the Company may require the Warrant Agent to reflect in the Warrant Register
any appropriate notation as to restriction on transfer that may be applicable to such Warrant. By notice to the Warrant Agent, the Company
shall require the Warrant Agent to reflect in the Warrant Register the removal of any such notation when any such restriction is no longer
applicable to a Warrant. If any holder of any Warrant is affected by any notice given pursuant to either of the preceding sentences,
the Company shall concurrently provide a copy of such notice to such holder.


 


In the case of any
Warrant represented by a Physical Warrant Certificate, by notice to the Warrant Agent and the holder, the Company may require the Warrant
Agent to include any appropriate legend on such Physical Warrant Certificate to reflect any restrictions on transfer that may be applicable
to such Warrant. By notice to the Warrant Agent and the holder, the Company shall promptly cause any such legend to be removed when any
such restriction is no longer applicable to such Warrant.


 






     


     


    

 


3.              
 Exercise and Duration of Warrants.


 


3.1           
Exercise in General; Reduction of Exercise Price. Each Warrant shall entitle the Registered Holder thereof, subject to
the provisions of such Warrant and of this Agreement, to purchase from the Company the number of shares of Common Stock stated in the
Warrant Register with respect thereto, at the applicable Exercise Price, subject to the adjustments provided in Section 4 hereof and
in the next sentence. The Company in its sole discretion may lower the Exercise Price applicable to the Warrants of a Tranche at any
time prior to the end of the Exercise Period (the “Expiration Date”) for a period of not less than 15 Business Days
(unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law). The
Company shall provide at least three Business Days’ prior written notice of such reduction to Registered Holders of the Warrants
of such Tranche. Any such reduction shall be identical among all the Warrants of such Tranche.


 


3.2           
Duration of Warrants. A Warrant may be exercised only during the Exercise Period. Each Warrant not exercised on or before
the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at
5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants of a
Tranche by delaying the Expiration Date, in which case (i) the Company shall provide at least 20 days’ prior written notice of
any such extension to Registered Holders of the Warrants of such Tranche, and (ii) any such extension shall be identical in duration
among all the Warrants of such Tranche.


 


3.3           
Exercise of Warrants.


 


3.3.1      
General. Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder
thereof by taking the following actions:


 


(a)            
If the Warrant is in book-entry form, the holder shall deliver to the Warrant Agent acting on behalf of the Company, at its corporate
trust department, such exercise documentation as shall be required by the then-current procedures of the Warrant Agent and, in the case
of a Depositary Warrant, the Depositary.


 


(b)            
If the Warrant is represented by a Physical Warrant Certificate, the Registered Holder shall deliver to the Warrant Agent, acting
on behalf of the Company, at its corporate trust department, (A) such Physical Warrant Certificate, (B) an election to purchase (an “Election
to Purchase”) in the form specified in the Physical Warrant Certificate or otherwise acceptable to the Warrant Agent, properly
completed and signed, and (C) such other exercise documentation as shall be required by the then-current procedures of the Warrant Agent.


 


(c)            
The Registered Holder shall pay or cause to be paid in full the Exercise Price for each Warrant Share as to which the Warrant
is exercised, as required by Section 3.3.2, except to the extent that Cashless Basis Exercise (as defined below) applies pursuant to
Section 3.3.3.


 


3.3.2       Payment
of Exercise Price. Except to the extent that Cashless Basis Exercise applies pursuant to Section 3.3.3, the holder shall pay or
cause to be paid in full the Exercise Price per Warrant as to which an exercise relates in lawful money of the United States, by
good certified check or good bank draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds
to the Warrant Agent. The Warrant Agent shall cause the amount of any such payment made to it to be credited to a bank account in
the name of the Company or its designee as designated by the Company. Following the issuance of such Common Stock, the Warrant Agent
shall cause evidence of the related exercise of the Warrants to be delivered to the Company, and the Company shall take all steps
necessary and advisable to register the Common Stock in the competent commercial register according to applicable law and the
Company’s organization documents.


 






     


     


    

 


3.3.3      
Cashless Basis Exercise. The holder of a Warrant shall have the right to exercise such Warrant on a cashless basis (“Cashless
Basis Exercise”), as follows: If the holder of a Warrant elects Cashless Basis Exercise with respect to the exercise of such
Warrant, the holder shall surrender such Warrant without payment of any cash Exercise Price, and the number of shares of Common Stock
deliverable upon such exercise shall equal:


 


WS * (EMV
/ MV)


 


where:


 


		EMV =	the greater of (x) $0 and (y) (MV –
                                            EP)



 


		MV =	the average last reported sale price
                                            of the shares of Common Stock for the 10 trading days ending on the third trading day prior
                                            to the date on which notice of exercise of such Warrant is given to the Warrant Agent



 


		EP =	the Exercise Price of such Warrant



 


		WS =	the full number of shares of Common
                                            Stock deliverable upon exercise of such Warrant (on a hypothetical full cash exercise basis)



 


3.3.4      
Issuance of Common Stock on Exercise; Common Stock Register. As soon as practicable, but in any event within five Business
Days, after the exercise of any Warrant and the clearing of the funds in payment of the Exercise Price (except to the extent of Cashless
Basis Exercise), the Company shall issue to the Registered Holder of such Warrant:


 


(a)            
a book-entry position or Physical Warrant Certificate, as applicable, for the number of shares of Common Stock to which such Registered
Holder is entitled, registered in such name or names as may be directed by such Registered Holder on the register of holders of Common
Stock or a similar register maintained by or on behalf of the Company (the “Common Stock Register”); and


 


(b)            
if such Warrant shall not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for
the number of shares of Common Stock as to which such Warrant shall not have been exercised.


 


(c)             A
Registered Holder of Warrants may exercise its Warrants only for a whole number of shares of Common Stock. If, by reason of any
exercise of Warrants on a Cashless Basis Exercise, the holder of any Warrant would be entitled, upon the exercise of such Warrant,
to receive a fractional interest in a Warrant Share, the Company shall round down, to the nearest whole number, the number of shares
of Common Stock to be issued to such holder.


 






     


     


    

 


3.3.5      
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid, and, if relevant to the jurisdiction of organization, nonassessable.


 


3.3.6      
Date of Issuance of Common Stock. Each person in whose name any book-entry position or certificate, as applicable, for
Common Stock is issued and who is registered in the Common Stock Register shall for all purposes be deemed to have become the holder
of record of such Common Stock on:


 


(a)            
the date on which the Common Stock was issued or


 


(b)            
to the extent not prohibited by applicable law, the earlier date (the “relevant date”) on which the book-entry
position or Physical Warrant Certificate representing such Warrant was delivered and payment of the Exercise Price or relevant portion
thereof was made, except that, if such relevant date is not a Business Day or is a day on which the Warrant Share Register or such book-entry
system, as applicable, is closed, the relevant date instead shall be the next Business Day on which it is open.


 


4.              
Adjustments.


 


4.1           
Share Capitalizations.


 


4.1.1      
Share Dividends, Sub-Divisions, Etc. Subject to Section 4.4, if, after the date hereof, the number of issued and outstanding
shares of Common Stock is increased by a capitalization or share dividend of Common Stock (including Common Stock held in treasury),
or by a sub-division of Common Stock or other similar event, then, on the effective date of such share capitalization, sub-division or
similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase
in the issued and outstanding Common Stock.


 


A rights offering
to all holders of Common Stock entitling holders to purchase Common Stock at a price less than the Historical Fair Market Value (as defined
below) shall be deemed a capitalization of a number of shares of Common Stock equal to the product of:


 


(i)             
the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for the Common Stock) multiplied by


 


(ii)           
the result of (A) 1 minus (B) the quotient of (x) the price per share of Common Stock paid in such rights offering divided by
(y) the Historical Fair Market Value.


 


For purposes of
this Section 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock, in determining
the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well as any
additional amount payable upon exercise or conversion and (ii) “Historical Fair Market Value” means the volume
weighted average price of the Common Stock during the 10 trading day period ending on the trading day prior to the first date on
which the Common Stock trades on the applicable exchange or in the applicable market, regular way, without the right to receive such
rights.


 






     


     


    

 


No Common Stock
shall be issued at less than their par value. The Company shall not take any action that would result in any such issuance.


 


4.1.2      
Extraordinary Dividends. If, at any time while the Warrants are outstanding and unexpired, the Company pays an Extraordinary
Dividend (as defined below), the Exercise Price shall be decreased, effective immediately after the effective date of such Extraordinary
Dividend, by the amount of cash and/or the fair market value (as determined by the Company’s board of directors, in good faith)
of other assets paid on each Warrant Share in respect of such Extraordinary Dividend.


 


“Extraordinary
Dividend” means a dividend or distribution to all or substantially all of the holders of Common Stock or a dividend or distribution
in cash, securities or other assets on account of such Common Stock (or other shares into which the Warrants are convertible), other
than:


 


(a)            
as described in Section 4.1.1; and


 


(b)            
Ordinary Cash Dividends (as defined below).


 


“Ordinary
Cash Dividend” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts
of all other cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration
of such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any
of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in
an adjustment to the Exercise Price or to the number of shares of Common Stock issuable on exercise of each Warrant). For any dividends
in a currency other than U.S. dollars, the U.S. dollar equivalent shall be determined by the Company by reference to spot values at or
about the time of declaration of the dividend, as determined in good faith by the Company.


 


4.2           
Aggregation of Shares. Subject to Section 4.4, if, after the date hereof, the number of issued and outstanding Common Stock
is decreased by a consolidation, combination, reverse share sub-division or reclassification of Common Stock or other similar event,
then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event, the number
of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding
Common Stock.


 


4.3            Adjustments
in Exercise Price. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted
pursuant to Section 4.1.1 or 4.2, the Exercise Price shall be adjusted (to the nearest cent) by multiplying such Exercise Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the
number of shares of Common Stock so purchasable immediately thereafter.


 






     


     


    

 


4.4           
Replacement of Securities upon Reorganization, etc. Any of the following shall be a “Specified Transaction”:


 


(a)            
any reclassification or reorganization of the issued and outstanding Common Stock (other than a change covered by Section 4.1
or 4.2 or that solely affects the par value of such Common Stock or any other event in which the Common Stock are converted into or exchanged
for or become any other security);


 


(b)            
any merger or consolidation of the Company with or into another corporation or other entity (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and
outstanding Common Stock); or


 


(c)            
any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially
as an entirety.


 


In the case of any
Specified Transaction, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the
terms and conditions specified herein and in the Warrants and in lieu of the Common Stock of the Company immediately theretofore purchasable
and receivable upon the exercise of the rights represented thereby, the kind and amount of shares or stock or other securities or property
(including cash) receivable as a consequence of such Specified Transaction, or upon a dissolution following any Specified Transaction,
that the holder of Warrants would have received if such holder had exercised such Warrants immediately prior to such Specified Transaction
(the “Alternative Issuance”), subject to the following two exceptions:


 


First exception:


 


(i)             
if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash
or other assets receivable upon such Specified Transaction, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount
received per share by the holders of the Common Stock in such Specified Event that affirmatively make such election; and


 


(ii)            if
a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock under circumstances
in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the
meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or associate of
such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate
or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and
outstanding Common Stock or more than 50% of the combined voting power of the common or ordinary equity of the Company, the holder
of a Warrant shall be entitled to receive, as the Alternative Issuance, the highest amount of cash, securities or other property to
which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the
expiration of such tender or exchange offer and accepted such offer and all of the Common Stock held by such holder had been
purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or
exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4.


 






     


     


    

 


Second exception
(which shall operate cumulatively with the first exception): If less than 70% of the consideration receivable by the holders of the Common
Stock in the Specified Transaction is payable in the form of shares in the successor entity that is listed for trading on a national
securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following
such Specified Transaction, and if the Registered Holder properly exercises the Warrant within 30 days following the public disclosure
of the consummation of such Specified Transaction by the Company pursuant to a Current Report on Form 8-K filed with the Commission,
the Exercise Price shall be reduced by an amount (in dollars) equal to the difference of


 


		(i)	the Exercise Price in effect prior to
                                            such reduction minus



 


		(ii)	the result (but not less than zero)
                                            of (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant
                                            Value (as defined below).



 


“Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable Specified Transaction based
on the Black-Scholes Warrant Model for an Uncapped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”).
For purposes of calculating such amount, (i) the price of each Warrant Share shall be the volume weighted average price of the Common
Stock during the 10 trading day period ending on the trading day prior to the effective date of the applicable event, (ii) the assumed
volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg1
(or any successor function reasonably chosen by the Company) determined as of the trading day immediately prior to the day
of the announcement of the applicable event and (iii) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate
for a period equal to the remaining term of the Warrant.


 


“Per Share
Consideration” means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount
of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average price of the Common Stock during the
10 trading day period ending on the trading day prior to the effective date of the applicable Specified Transaction.


 


If any transaction
also results in a change in Common Stock covered by Section 4.1.1, then such adjustment shall be made pursuant to Section 4.1.1 or Sections
4.2, 4.3 and this Section 4.4.


 





 



 


1 Bloomberg
screen reference to be confirmed. 


 






     


     


    

 


If any Specified
Transaction results in the holders of Common Stock receiving shares of stock or, if applicable, other securities issued by an entity
that is neither the Company nor the surviving entity that becomes obligated hereunder and under the Warrants as a matter of law, appropriate
provision shall be made for the express assumption by such issuer of the Company’s obligations hereunder and under the Warrants.


 


In the case of any
Specified Transaction, appropriate provision shall be made with respect to the rights and interests of each holder of Warrants to the
end that the provisions hereof (including without limitation provision for adjustment of the Exercise Price and the number of shares
of Common Stock deliverable upon exercise thereof) shall thereafter be applicable, as nearly equivalent as may be practicable in relation
to any shares of stock or, if applicable, other securities thereafter deliverable upon the exercise thereof.


 


This Section 4.4
shall similarly apply to successive Specified Transactions.


 


In no event shall
the Exercise Price be reduced to less than the par value per share issuable upon exercise of such Warrant.


 


4.5           
Notices of Changes in Warrant. Upon every adjustment of the Exercise Price or the number of shares issuable upon exercise
of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price resulting
from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Section 4.1, 4.2, 4.3 or 4.4, the Company shall give written notice of the occurrence of such event to each
holder of a Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date
of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 


4.6           
No Fractional Shares or Cash. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4 or Section
3.1, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the
Company shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.
In no event will the Company be required to pay cash to the holder of any Warrant by reason of the exercise of such Warrant.


 


4.7           
Form of Warrant After Adjustments. The form of Warrant need not be changed because of any adjustment pursuant to this Section
4 or Section 3.1, and Warrants issued after such adjustment may state the same Exercise Price (as to each Tranche) and the same number
of shares of Common Stock as is stated in the Warrants initially issued pursuant to this Agreement.


 


5.              
Transfer and Exchange of Warrants.


 


5.1            Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender (in the case of a Physical Warrant Certificate) of such Warrant for transfer, properly endorsed with
signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
representing an equal aggregate number of Warrants of the same Tranche shall be issued, and the old Warrant shall be cancelled by
the Warrant Agent. Physical Warrant Certificates for cancelled Warrants shall be delivered by the Warrant Agent to the Company from
time to time upon request.


 






     


     


    

 


5.2           
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request
for exchange or transfer, as applicable, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants of
the same Tranche as requested by the Registered Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants
of such Tranche.


 


5.3           
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange that shall
result in the issuance of a warrant certificate or book-entry position for a fraction of a Warrant.


 


5.4           
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5           
Warrant Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance
with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever
required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


6.              
Other Provisions Relating to Rights of Holders of Warrants and the Company.


 


6.1           
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder
of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or the election of directors of
the Company or any other matter.


 


6.2           
Lost, Stolen, Mutilated or Destroyed Warrants. If any Warrant is lost, stolen, mutilated or destroyed, the Company and
the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost,
stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or
not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


6.3           
Reservation of Warrant Shares. The Company shall at all times reserve and keep available a number of authorized but unissued
shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement
and the issuance of the applicable number of shares of Common Stock. If necessary to effect the foregoing, the Company shall cause a
meeting of stockholders to occur to approve such actions as shall be necessary.


 






     


     


    

 


6.4           
 Registration Rights Agreement. The Company shall comply with its obligations under the Registration Rights Agreement.


 


6.5           
Payment of Taxes. The Company shall from time to time promptly pay or cause to be paid (i) all taxes and charges that may
be imposed upon the Company or the Warrant Agent in respect of the issuance or exercise of any Warrant or the issuance of any Common
Stock and (ii) any stamp duties and similar charges in respect of such issuance or exercise; however, the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such Common Stock.


 


Except as the Company
may otherwise agree, each Registered Holder shall pay or cause to be paid any and all taxes that may be imposed on such Registered Holder
in connection with the issuance or exercise of any Warrant or the issuance of any Common Stock.


 


6.6           
Further Assurances. The Company agrees to perform, execute, acknowledge and deliver or cause to be performed, executed,
acknowledged and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant
Agent for the carrying out or performing of the provisions of this Agreement.


 


7.              
Concerning the Warrant Agent.


 


7.1           
Resignation, Consolidation, or Merger of Warrant Agent.


 


7.1.1      
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties
and be discharged from all further duties and liabilities hereunder after giving 60 days’ notice in writing to the Company. If
the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of 30 days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall,
with such notice, submit proof of ownership of a Warrant for inspection by the Company), then the holder of any Warrant may apply to
the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other entity organized
and existing under the laws of the State of New York, in good standing and having its principal office in the United States of America,
and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state authority.
After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations
of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further act or deed;
but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of
the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant
Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all
instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers,
rights, immunities, duties and obligations.


 






     


     


    

 


7.1.2      
 Notice of Successor Warrant Agent. If a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the transfer agent for the Common Stock not later than the effective date of any such appointment.


 


7.1.3      
Merger or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged or with which it may be
consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


7.2           
Fees and Expenses of Warrant Agent.


 


7.2.1      
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent
hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that
the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


7.3           
Liability of Warrant Agent.


 


7.3.1      
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall
deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chief Executive Officer, the President, the Chief Financial Officer, Chief Operating
Officer, the General Counsel, the Secretary or the Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant
Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


7.3.2      
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or
bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments,
out-of-pocket costs and reasonable outside counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement,
except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.


 


7.3.3      
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect
to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any
breach by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under Section 4 or responsible for the manner, method or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any Common Stock to be issued pursuant to this Agreement or any Warrant or as to
whether any Common Stock shall, when issued, be validly issued, fully paid and, if relevant to the jurisdiction of organization, nonassessable.


 






     


     


    

 


7.4           
 Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the
same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of Common Stock
through the exercise of the Warrants.


 


8.              
Miscellaneous Provisions.


 


8.1           
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent
shall bind and inure to the benefit of their respective successors and assigns.


 


8.2           
Notices. Any notice, statement or demand authorized by this Agreement to be given or made to any party or to any Registered
Holder (a “notice”) shall be in writing and shall be delivered personally, sent by registered, certified or express
mail (postage prepaid) or overnight courier service (postage prepaid) or sent by email, in each case as set forth below. A notice shall
be deemed given when received.


 


If to the
Company, to it at:


 


 


Flexjet, Inc.

Cuyahoga County Airport


26180 Curtiss
Wright Parkway


Cleveland,
OH 44143

Attention: Kenneth C. Ricci


 


With
copies (which shall not constitute notice) to:


 


White &
Case LLP

1221 Avenue of the Americas

New York, NY 10020-1095

Attention: Joel Rubinstein; Daniel Nussen

Email: joel.rubinstein@whitecase.com; daniel.nussen@whitecase.com;


 


 


If to the
Warrant Agent, to it at:


Continental Stock Transfer &
Trust Company

One State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


If to a
Registered Holder, to it at:


 


Its address
for notices in the Warrant Register


Any party may change
the address to which notices are to be delivered by giving the other party and the Registered Holders notice in the manner set forth
above.


 






     


     


    

 


8.3           
 Applicable Law and Exclusive Forum. The validity, interpretation and performance of this Agreement and of the Warrants
shall be governed in all respects by the laws of the State of New York. Subject to applicable law, the Company agrees that any action,
proceeding or claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of
the State of New York or the United States District Court for the Southern District of New York, and the Company irrevocably submits
to such jurisdiction, which jurisdiction shall be exclusive forum for any such action, proceeding or claim. The Company hereby waives
any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, this
paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the
federal district courts of the United States of America are the sole and exclusive forum.


 


Any person purchasing
or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in
this Section 8.3. If any action, the subject matter of which is within the scope of the forum provisions above, is filed in a court other
than a court located within the State of New York or the United States District Court for the Southern District of New York (a “foreign
action”) in the name of any Warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction
of the state and federal courts located within the State of New York or the United States District Court for the Southern District of
New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),
and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s
counsel in the foreign action as agent for such warrant holder.


 


8.4           
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any
person other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this
Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises,
and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and
assigns and of the Registered Holders of the Warrants.


 


8.5           
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the principal
office of the Warrant Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent
may require any such holder to submit proof of ownership of a Warrant for inspection by the Warrant Agent.


 


8.6           
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


8.7           
Effect of Headings. The section headings herein are for convenience only, are not part of this Agreement and shall not
affect the interpretation thereof.


 






     


     


    

 


8.8           
 Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose
of (i) curing any ambiguity or to correct any mistake or defective provision contained herein or (ii) adding or changing any provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable, subject, in the case
of both clauses (i) and (ii), that such amendment shall not adversely affect the rights of any Registered Holder under this Agreement.
All other amendments or other modifications shall require the vote or written consent of the Registered Holders of at least 60% of the
then-outstanding Warrants and, solely with respect to any amendment or other modification to the terms of the Warrants of only one Tranche,
at least 60% of the then-outstanding Warrants of such Tranche. Notwithstanding the foregoing, the Company may lower the Exercise Price
or extend the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


8.9           
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement
a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


8.10        
Certain Defined Terms. As used herein, the following terms have the following meanings:


 


“Agreement”
has the meaning specified in the first paragraph hereof.


 


“Alternative
Issuance” has the meaning specified in Section 4.4.


 


“BCA”
means the Business Combination Agreement, dated as of October 11, 2022, among Horizon Acquisition Corporation II, a Cayman Islands exempted
company, OTH Merger Sub 1, a Delaware limited liability company, the Company, Flexjet Sub LLC, a Delaware limited liability company,
and Epic Aero, Inc., a Delaware corporation.


 


“Black-Scholes
Warrant Value” has the meaning specified in Section 4.4.


 


“Bloomberg”
has the meaning specified in Section 4.4.


 


“Business
Day” means any day other than (i) Saturday or Sunday or (ii) any day on which banks are required or permitted not to be generally
open for business in New York City, the city of the Warrant Agent’s principal corporate trust office, the Company’s principal
office or the place of the registered office of the Company.


 


“Cashless
Basis Exercise” has the meaning specified in Section 3.3.3.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Common
Stock” has the meaning specified in Section 2.1(a).


 


“Common Stock
Register” has the meaning specified in Section 3.3.4.


 






     


     


    

 


“Company”
has the meaning specified in the first paragraph hereof.


 


“Company
Merger Effective Time” has the meaning specified in the BCA.


 


“Depositary”
has the meaning specified in Section 2.4.1.


 


“Depositary
Warrants” has the meaning specified in Section 2.4.1.


 


“Direct
Book-Entry Warrants” has the meaning specified in Section 2.4.1.


 


“Directional”
means Directional Capital, LLC, a Delaware limited liability company.


 


“Election
to Purchase” has the meaning specified in Section 3.3.1.


 


“enforcement
action” has the meaning specified in Section 8.3.


 


“Exchange
Act” means the U.S. Securities Exchange Act of 1934.


 


“Exchange
Agreement” has the meaning specified in the BCA.


 


“Exercise
Period” has the meaning specified in Section 2.1(f).


 


“Exercise
Price” has the meaning specified in Section 2.1(e).


 


“Expiration
Date” has the meaning specified in Section 3.1.


 


“Extraordinary
Dividend” has the meaning specified in Section 4.1.2.


 


“foreign
action” has the meaning specified in Section 8.3.


 


“Historical
Fair Market Value” has the meaning specified in Section 4.1.1.


 


“holder”
has the meaning specified in Section 2.4.3.


 


“Ordinary
Cash Dividend” has the meaning specified in Section 4.1.2.


 


“Participant”
has the meaning specified in Section 2.4.1.


 


“Per Share
Consideration” has the meaning specified in Section 4.4.


 


“person”
means any individual or any partnership, corporation, company, firm, limited liability company, association, estate, trust, business
trust, joint venture, governmental authority, fund, investment account or other entity.


 


“Physical
Warrant Certificates” has the meaning specified in Section 2.2.


 


“Registered
Holder” has the meaning specified in Section 2.4.3.


 


“Registration
Rights Agreement” has the meaning specified in the BCA.


 






     


     


    

 


“relevant
date” has the meaning specified in Section 3.3.6.


 


“Specified
Transaction” has the meaning specified in Section 4.4.


 


“Sponsor”
means Horizon II Sponsor, LLC, a Delaware limited liability company.


 


“Stockholders
Agreement” has the meaning specified in the BCA.


 


“Tranche
1” has the meaning specified in Section 2.1(c).


 


“Tranche
2” has the meaning specified in Section 2.1(c).


 


“Tranches”
has the meaning specified in Section 2.1(c).


 


“Warrant
Agent” has the meaning specified in the first paragraph hereof.


 


“Warrant
Register” has the meaning specified in Section 2.4.1.


 


“Warrants”
has the meaning specified in the Recitals.


 


8.11        
Interpretation. Except as otherwise specified herein or as the context may otherwise require:


 


		(i)	capitalized terms used in this Agreement
                                            have the respective meanings assigned to them herein for all purposes of this Agreement;



 


		(ii)	the definitions of terms herein are
                                            equally applicable both to the singular and plural forms of such terms and to the masculine,
                                            feminine and neuter genders of such terms;



 


		(iii)	the words “herein”, “hereof”
                                            and “hereunder” and other words of similar import refer to this Agreement as
                                            a whole and not to any particular portion of it;



 


		(iv)	the word “including” and
                                            correlative words shall be deemed to be followed by the phrase “without limitation”
                                            unless followed by such phrase or a phrase of similar import;



 


		(v)	the word “or” is always
                                            used inclusively herein (for example, the phrase “A or B” means “A or B
                                            or both”, not “either A or B but not both”) when not used in an “either
                                            . . . or” construction;



 


		(vi)	references to a person include references
                                            to such person’s successors and assigns (but this clause (vi) shall not permit any
                                            assignment of any right hereunder or any delegation of any obligation hereunder that is prohibited
                                            or limited hereby);



 


		(vii)	references to an agreement, instrument
                                            or other document are to it as amended, supplemented, restated and otherwise modified from
                                            time to time and to any successor document;



 






     


     


    

 


		(viii)	references to a statute, regulation
                                            or other government rule are to it as amended from time to time and, as applicable, are to
                                            corresponding provisions of successor governmental rules;



 


		(ix)	all references herein to “$”
                                            or dollars are to United States dollars; and



 


		(x)	references to a “Section”
                                            are to a section of this Agreement.



 






     


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the date first written above.


 


	 	FLEXJET, INC.
	 	 
	 	By:	           
	 	Name:
	 	Title:
	 	 
	 	CONTINENTAL STOCK TRANSFER & 

TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page to New Warrant Agreement] 


 






     


     


    

 


EXHIBIT A

Form of Physical Warrant Certificate


 


Physical Warrant
Certificate


 


EACH WARRANT
REPRESENTED HEREBY SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD REFERRED TO BELOW


 


Flexjet, Inc.

Incorporated Under the Laws of Delaware


 


Certificate Number:2


Name of Registered Holder: [●]


Number of Warrants: [●]


Tranche: [1][2]


Date of Issuance: [●]


[CUSIP [●]]3


 


Reference is made
to the New Warrant Agreement dated as of [●], 2023 (as amended and otherwise modified from time to time, the “Warrant
Agreement”) between Flexjet, Inc., a Delaware corporation (together with its successors, the “Company”),
and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (together with its successors,
the “Warrant Agent”). Defined terms used but not defined herein are used as defined in the Warrant Agreement.


 


This document (this
 “Certificate”) is a Physical Warrant Certificate issued under the Warrant Agreement.


 


This Certificate
certifies that the Registered Holder specified above, or registered assigns, is the Registered Holder of the number of Warrants specified
above, of the Tranche specified above. Each Warrant entitles the holder, upon exercise, to receive shares of Common Stock or other property
upon the terms and subject to the conditions set forth in the Warrant Agreement. Such terms and conditions include, among other things,
(i) the Exercise Period during which a Warrant may be exercised (and after which it is void), (ii) the Exercise Price applicable to each
Tranche and the adjustments thereto, (iii) the number of shares of Common Stock deliverable per Warrant and the adjustments thereto and
(iv) the permitted or required means of payment or deemed payment of the Exercise Price.


 


No Warrant shall
be redeemable at the option of the Company or the holder thereof or otherwise.


 





 



 


2 [Note
for completing: The number of this Certificate should be such as to permit the ready distinction between the Tranche of Warrants represented
by this Certificate. For example, Certificates for Tranche 1 could be numbered 1-1, 1-2, etc., and Certificates for Tranche 2 could be
numbered 2-1, 2-2, etc.] 


 


3 [Note
for completing: It is not expected that the Warrants of either Tranche will be initially issued with CUSIPs.] 


 






     


     


    

 


Reference is hereby
made to the additional provisions of this Certificate set forth on the reverse hereof. Such provisions shall have the same effect as
though fully set forth at this place.


 


This Certificate
shall not be valid unless countersigned by the Warrant Agent. This Certificate shall be governed by and construed in accordance with
the internal laws of the State of New York.


 


	 	FLEXJET, INC.
	 	 
	 	By:	           
	 	Name:
	 	Title: Authorized Signatory
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT
	 	 
	 	By:	 
	 	Name:
	 	Title:




 






     


     


    

 


Reverse of
Physical Warrant Certificate


 


The Warrant Agreement
is hereby incorporated by reference in and made a part of this Certificate and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement
may be obtained by the holder hereof upon written request to the Company.


 


The holder of Warrants
evidenced by this Certificate may exercise them by surrendering this Certificate, with the form of Election to Purchase herein properly
completed and executed, at the principal corporate trust office of the Warrant Agent. The related payment of the applicable Exercise
Price as provided in the Warrant Agreement shall be required, except to the extent that a Cashless Basis Exercise is applicable as specified
in the Warrant Agreement. If the number of Warrants exercised is fewer than the total number of Warrants evidenced hereby, there shall
be issued a new Physical Warrant Certificate evidencing the number of Warrants not exercised.


 


Warrants may be
surrendered to the Warrant Agent, together with a written request for exchange or transfer, as applicable, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrants of the same Tranche as requested by the Registered Holder of the Warrants
so surrendered, representing an equal aggregate number of Warrants of such Tranche.


 


The Warrant Agent
shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender (in the case of
a Physical Warrant Certificate) of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants of the
same Tranche shall be issued, and the old Warrant shall be cancelled by the Warrant Agent.


 


No service charge
shall be made for any exchange or registration of transfer of Warrants.


 


Prior to due presentment
for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the Registered Holder thereof as the
absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes,
and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 






     


     


    

 


Election to
Purchase


 


(To Be Executed
Upon Exercise of Warrant)


 


The undersigned
hereby irrevocably elects to exercise the right, represented by this Certificate, to receive [●] shares of Common Stock and herewith
tenders payment for such shares of Common Stock to the order of the Company in the amount of $[●] in accordance with the terms
hereof. The undersigned requests that a certificate for such Common Stock be registered in the name of [●], whose address is [●],
and that such Common Stock be delivered to [●] whose address is [●]. If this Certificate is exercised in part, the undersigned
requests that a new Physical Warrant Certificate representing the unexercised Warrants be registered in the name of [●], whose
address is [●], and that such Physical Warrant Certificate be delivered to [●], whose address is [●].


 


In a Cashless Basis
Exercise pursuant to the Warrant Agreement, the number of shares of Common Stock that this Warrant is exercisable for shall be determined
in accordance with the applicable provisions of the Warrant Agreement


 


In order to effect
a Cashless Basis Exercise, the holder hereof shall include complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Certificate, through the Cashless Basis Exercise provisions of the Warrant Agreement, to receive [●]
shares of Common Stock pursuant to a Cashless Basis Exercise.


 


[Signature Page
Follows]


 






     


     


    

 


Date: [●], 20[●]


 


	 	 
	(Signature)	 




 


(Address)


 


(Tax Identification Number)


 


Signature Guaranteed:


 


THE SIGNATURE(S)
SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED).


 






     


     


    

 


EXHIBIT B


 


LEGEND


 


THE WARRANTS REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


 


IN ADDITION, THE
WARRANTS REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN THE STOCKHOLDERS AGREEMENT REFERRED TO IN THE WARRANT
AGREEMENT REFERRED TO HEREIN AND THE BYLAWS OF THE COMPANY.