Exhibit 10.8


 


SECOND AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION


 


OF


 


FLEXJET, INC.


 


1.
The original certificate of incorporation of Flexjet, Inc. (the “Corporation”) was filed with the Secretary of State
of the State of Delaware on October 6, 2022 (the “Original Certificate of Incorporation”). The name under which the
Original Certificate of Incorporation was filed is “Flexjet, Inc.”


 


2.
An amended and restated certificate of incorporation which both restated and amended the provisions of the Original Certificate of Incorporation,
was duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware, as amended from
time to time (the “DGCL”), and such amended and restated certificate of incorporation was filed with the Secretary of State
of the State of Delaware on [●] (the “First A&R Certificate of Incorporation”). The name under which the
First A&R Certificate of Incorporation was filed is “Flexjet, Inc.”


 


3.
This Second Amended and Restated Certificate of Incorporation (this “Second A&R Certificate of Incorporation”)
was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Sections 228,
242 and 245 of the DGCL.


 


4.
This Second A&R Certificate of Incorporation shall become effective on the date of filing with the Secretary of State of the State
of Delaware.


 


5.
At the effectiveness of this Second A&R Certificate of Incorporation, no shares of Class B Common Stock of the Corporation, which
shares were previously issued and outstanding under the First A&R Certificate of Incorporation, remain issued and outstanding. All
shares of Class A Common Stock issued and outstanding prior to the effectiveness of this Second A&R Certificate of Incorporation
shall be shares of Common Stock for all purposes of this Second A&R Certificate of Incorporation.


 


6.
This Second A&R Certificate of Incorporation hereby amends and restates the provisions of the First A&R Certificate of Incorporation
in its entirety as follows:


 


Article
I

NAME


 


The
name of the Corporation is Flexjet, Inc.


 


Article
II

REGISTERED OFFICE AND AGENT


 


The
address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County
of New Castle, State of Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.


 


Article
III

PURPOSE AND DURATION


 


The
purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the DGCL. The Corporation
is to have a perpetual existence.


 






     


     


    

 


Article
IV


CAPITAL STOCK


 


The
total number of shares of all classes of stock that the Corporation shall have authority to issue is [2,100,000,000],
which shall be divided into two classes as follows:


 


[2,000,000,000]
shares of common stock, par value $[0.0001] per share (“Common Stock”); and


 


[100,000,000]
shares of preferred stock, par value $[0.0001] per share (“Preferred Stock”).


 


Section
1.      Subject to the rights of the holders
of any series of Preferred Stock, the number of authorized shares of any of the Common Stock or Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of
the outstanding stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL or
any successor provision thereof, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class
shall be required therefor.


 


Section
2.      Shares of Preferred Stock may be issued
from time to time in one or more series. The Board of Directors of the Corporation (the “Board”) is hereby authorized,
to the extent permitted by applicable law, to provide from time to time by resolution or resolutions for the creation and issuance, out
of the authorized and unissued shares of Preferred Stock, of one or more series of Preferred Stock by filing a certificate (a “Certificate
of Designation”) pursuant to the DGCL, setting forth such resolution and, with respect to each such series, establishing the
designation of such series and the number of shares to be included in such series and fixing the voting powers (full or limited, or no
voting power), preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions
thereof, of the shares of each such series, including without limitation thereof, dividend rights, conversion rights, redemption privileges
and liquidation preferences, as shall be stated and expressed in such resolutions, all to the fullest extent now or hereafter permitted
by the DGCL. Without limiting the generality of the foregoing, the resolution or resolutions providing for the establishment of any series
of Preferred Stock may, to the extent permitted by law, provide that such series shall be superior to, rank equally with or be junior
to the Preferred Stock of any other series. The powers, preferences and relative, participating, optional and other special rights, and
the qualifications, limitations or restrictions thereof, of each series of Preferred Stock may be different from those of any and all
other series at any time outstanding. Except as otherwise expressly provided in this Second A&R Certificate of Incorporation (including
any Certificate of Designation relating to any series of Preferred Stock), no vote of the holders of shares of Preferred Stock or Common
Stock shall be a prerequisite to the issuance of any shares of any series of the Preferred Stock so authorized in accordance with this
Second A&R Certificate of Incorporation. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote
on any amendment to this Second A&R Certificate of Incorporation (including any Certificate of Designation relating to any series
of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected
series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this
Second A&R Certificate of Incorporation (including any Certificate of Designation relating to any series of Preferred Stock) or pursuant
to the DGCL. Unless otherwise provided in the Certificate of Designation establishing a series of Preferred Stock, the Board may, by
resolution or resolutions, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares
of such series and, if the number of shares of such series shall be so decreased, the shares constituting such decrease shall resume
the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.


 


Section
3.      Each
holder of record of Common Stock, as such, shall have one vote for each share of Common Stock which is outstanding in his, her or
its name on the books of the Corporation on all matters on which stockholders are entitled to vote generally.  Except as
otherwise required by law, holders of any series of Preferred Stock shall be entitled to only such voting rights, if any, as shall
expressly be granted thereto by this Second A&R Certificate of Incorporation (including any Certificate of Designation relating
to such series of Preferred Stock).


 






    2


     


    

 


Article
V

BOARD OF DIRECTORS


 


For
the management of the business and for the conduct of the affairs of the Corporation it is further provided that:


 


Section
1.      Except as otherwise provided in this
Second A&R Certificate of Incorporation and the DGCL, the business and affairs of the Corporation shall be managed by or under the
direction of the Board. Except as otherwise provided in this Second A&R Certificate of Incorporation, the number of directors which
shall constitute the whole Board shall initially be seven and, thereafter, shall be fixed exclusively by one or more resolutions adopted
from time to time by the Board.


 


Section
2.      The directors (other than those directors
elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series,
as the case may be) shall be divided into three classes, designated Class I, Class II and Class III. Class I directors shall initially
serve until the first annual meeting of stockholders following the effectiveness of this Second A&R Certificate of Incorporation
(the “Classification Effective Time”); Class II directors shall initially serve until the second annual meeting of
stockholders following the Classification Effective Time; and Class III directors shall initially serve until the third annual meeting
of stockholders following the Classification Effective Time. Commencing with the first annual meeting of stockholders following the Classification
Effective Time, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and
until the election and qualification of their respective successors in office. The Board is authorized to assign members of the Board
already in office to Class I, Class II or Class III, with such assignment becoming effective as of the Classification Effective Time.
If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number
of directors in each class as nearly equal as possible, and any additional director of any class elected or appointed to fill a newly
created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term
of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Any director
shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified,
or until his or her earlier death, resignation, retirement, disqualification or removal from office.


 


Section
3.      Subject to the special rights of the
holders of one or more series of Preferred Stock to elect directors, any director may be removed from office at any time, but only for
cause (for so long as the Board remains classified pursuant to Section 2), and only by the affirmative vote of the holders of at least
66 2/3% of the voting power of the outstanding shares of stock of the Corporation entitled to vote on the election of such director,
voting together as a single class.


 


Section
4.      Except as otherwise expressly required
by law, and subject to the special rights of the holders of one or more series of Preferred Stock to elect directors, any vacancies on
the Board resulting from death, resignation, disqualification, retirement, removal or other causes and any newly created directorships
resulting from any increase in the number of directors shall be filled only by the affirmative
vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and shall not be filled
by the stockholders. Any director appointed in accordance with the preceding sentence shall hold office for a term that shall coincide
with the remaining term of the class to which the director shall have been appointed and until such director’s successor shall
have been elected and qualified or until his or her earlier death, resignation, disqualification, retirement or removal.


 






    3


     


    

 


Section
5.      During any period when the holders of any series
of Preferred Stock have the right to elect additional directors, then upon commencement and for the duration of the period during which
such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased
by such specified number of directors, and the holders of such series of Preferred Stock shall be entitled to elect the additional directors
so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s
successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to
said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal.
Except as otherwise provided by this Second A&R Certificate of Incorporation (including any Certificate of Designation establishing
any series of Preferred Stock), whenever the holders of any series of Preferred Stock having the right to elect additional directors
are divested of such right pursuant to this Second A&R Certificate of Incorporation (including any such Certificate of Designation),
the terms of office of all such additional directors elected by the holders of such series, or elected to fill any vacancies resulting
from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and each such director
shall cease to be qualified as (and shall cease to be) a director, and the total authorized number of directors of the Corporation shall
be reduced accordingly.


 


Section
6.      The directors of the Corporation need
not be elected by written ballot unless the bylaws of the Corporation (the “Bylaws”) so provide.


 


Section
7.      Except as may otherwise be set forth
in the resolutions of the Board providing for the issuance of one or more series of Preferred Stock, and then only with respect to such
series of Preferred Stock, cumulative voting in the election of directors is specifically denied.


 


Article
VI

STOCKHOLDERS


 


Section
1.      Any action required or permitted to
be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the
Corporation and may not be taken by consent of the stockholders in lieu of a meeting; provided, however, that (i) for so long as the
Directional Equityholders, the Eldridge Equityholders and the Sponsor Equityholders, as such terms are defined in the Stockholders Agreement,
beneficially own in the aggregate more than 50% in voting power of the stock of the Corporation
entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special meeting
of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents
in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting and shall be delivered to the Corporation, in accordance
with the DGCL, this Second A&R Certificate of Incorporation and the Bylaws; and (ii) any action required or permitted to be taken
by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be
taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable Certificate of
Designation relating to such series of Preferred Stock.


 


Section
2.      Subject to the special rights of the
holders of one or more series of Preferred Stock, special meetings of the stockholders of the Corporation may be called, for any purpose
or purposes, at any time by the chairperson of the Board or a resolution adopted by the affirmative vote of the majority of the then-serving
members of the Board.


 


Section
3.      Advance notice of stockholder nominations
for the election of directors and of other business proposed to be brought by stockholders before any meeting of the stockholders of
the Corporation shall be given in the manner provided in the Bylaws.


 






    4


     


    

 


Article
VII

LIABILITY AND INDEMNIFICATION


 


Section
1.      To the fullest extent permitted by the
DGCL, as the same exists or as may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer. If the DGCL is hereafter
amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability
of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended,
automatically and without further action, upon the date of such amendment.


 


Section
2.      The Corporation, to the fullest extent
permitted by law, may indemnify and advance expenses to any Person made or threatened to be made a party to any action, suit or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact that he or she is or was a director, officer, employee
or agent of the Corporation or any predecessor of the Corporation or is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.


 


Section
3.      Neither any amendment nor repeal of
this Article VII, nor the adoption by amendment of this Second A&R Certificate of Incorporation of any provision inconsistent with
this Article VII, shall eliminate or reduce the effect of this Article VII in respect of any matter occurring, or any action or proceeding
accruing or arising (or that, but for this Article VII, would accrue or arise) prior to such amendment or repeal or adoption of an inconsistent
provision.


 


Article
VIII

EXCLUSIVE FORUM


 


Section
1.      Unless the Corporation consents in writing
to the selection of an alternative forum, the Court of Chancery of the State of Delaware (the “Chancery Court”) shall
be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought
on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current
or former director, officer or other employee, agent or stockholder of the Corporation to the Corporation or to the Corporation’s
stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers,
or employees, agents or stockholders arising pursuant to any provision of the DGCL or this Second A&R Certificate of Incorporation
or the Bylaws, or (iv) any action, suit or proceeding asserting a claim against the Corporation, its current or former directors, officers,
or employees, agents or stockholders governed by the internal affairs doctrine. If any action the subject matter of which is within the
scope of this Section 1 of this Article VIII is filed in a court other than the Chancery Court (a “Foreign Action”)
by any stockholder (including any beneficial owner), to the fullest extent permitted by law, such stockholder shall be deemed to have
consented to: (a) the personal jurisdiction of the Chancery Court in connection with any action brought in any such court to enforce
this Section 1 of this Article VIII; and (b) having service of process made upon such stockholder in any such action by service
upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.


 


Section
2.      Unless
the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America
shall, to the fullest extent permitted by the DGCL, this Second A&R Certificate of Incorporation or the Bylaws,
be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. 


 


Notwithstanding
the foregoing, the foregoing provisions of this Article VIII shall not apply to claims seeking to enforce any liability or duty created
by the Exchange Act, or any other claim for which the U.S. federal courts have exclusive jurisdiction.


 






    5


     


    

 


To
the fullest extent permitted by law, any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation
shall be deemed to have notice of and consented to the provisions of this Article VIII. 


 


Article
IX

CERTAIN STOCKHOLDER RELATIONSHIPS


 


Section
1.      In recognition and anticipation that
(i) certain directors, managers, principals, officers, members, partners, employees and/or other representatives of the Directional Parties,
Eldridge and Sponsor (each such term, as defined in the Stockholders Agreement) may serve as directors, officers or agents of the Corporation,
(ii) the Directional Parties, Eldridge, Sponsor and their respective Affiliates may now engage and may continue to engage in the same
or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other
business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) members
of the Board who are not employees of the Corporation or a majority owned subsidiary thereof (“Non-Employee Directors”)
and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business
as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with
those in which the Corporation, directly or indirectly, may engage, the provisions of this Article IX are set forth to regulate and define
the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may
involve any of the Directional Parties, Eldridge, Sponsor, the Non-Employee Directors or their respective Affiliates and the powers,
rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.


 


Section
2.      None of (i) the Directional Parties,
Eldridge and Sponsor (as such terms are defined in the Stockholders Agreement) and their respective Affiliates or (ii) the Non-Employee
Directors or their Affiliates (the Persons identified in (i) and (ii) above being referred to, collectively, as “Identified
Persons” and, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have
any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which
the Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of
its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders
or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages
in any such activities. To the fullest extent permitted by law, the Corporation, on behalf of itself and its subsidiaries, hereby renounces
any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate
opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section 3 of this Article IX.
Subject to Section 3 of this Article IX, in the event that any Identified Person acquires knowledge of a potential transaction or other
business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates,
such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other
business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to
the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director
or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity
for itself, herself or himself, offers or directs such corporate opportunity to another Person, or does not communicate information regarding
such corporate opportunity to the Corporation or any Affiliate of the Corporation.


 


Section
3.      The Corporation does not renounce its
interest in any corporate opportunity offered to any Non-Employee Director if such opportunity is expressly offered to such Person solely
in his or her capacity as a director of the Corporation, and the provisions of Section 2 of this Article IX shall not apply to any such
corporate opportunity.


 






    6


     


    

 


Section
4.      In addition to and notwithstanding the foregoing
provisions of this Article IX, a corporate opportunity shall be deemed not to be a potential corporate opportunity for the Corporation
if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted, to undertake,
(ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii)
is one in which the Corporation has no interest or reasonable expectancy.


 


Section
5.      Solely for purposes of this Article
IX, “Affiliate” shall mean (a) in respect of the Directional Parties, Eldridge or Sponsor, any Person that, directly or indirectly,
is controlled by any such party, controls any such party or is under common control with any such party and shall include (i) any principal,
member, director, manager, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation
and any entity that is controlled by the Corporation) and (ii) any funds or vehicles advised by Affiliates of any such party, (b) in
respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than
the Corporation and any entity that is controlled by the Corporation) and (c) in respect of the Corporation, any Person that, directly
or indirectly, is controlled by the Corporation.


 


Section
6.      To the fullest extent permitted by law,
any Person purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed
to have notice of and to have consented to the provisions of this Article IX.


 


Article
X

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS


 


Section
1.      The Corporation reserves the right to
amend, alter, change or repeal any provision contained in this Second A&R Certificate of Incorporation, in the manner now or hereafter
prescribed by this Second A&R Certificate of Incorporation and the DGCL, and all rights, preferences and privileges herein conferred
upon stockholders, directors or any other persons herein are granted by and pursuant to this Second A&R Certificate of Incorporation
in its current form or as hereafter amended are granted subject to the right reserved in this Article X. Notwithstanding any other provisions
of this Second A&R Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but
in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular class or series thereof required
by law or by this Second A&R Certificate of Incorporation (including any Certificate of Designation in respect of one or more series
of Preferred Stock), from and after the first date on which the Directional Equityholders, the Eldridge Equityholders and the Sponsor
Equityholders cease to beneficially own in the aggregate more than 50% in voting power of
the stock of the Corporation entitled to vote generally in the election of directors, the affirmative vote of the holders of at
least 66 2/3% of the voting power of the outstanding shares of stock of the Corporation entitled to vote at an election of directors,
voting together as a single class, in each case, shall be required to alter, amend or repeal, or to adopt any provision inconsistent
with, Articles V, VI, VII, VIII, IX, this Article X, or Article XI of this Second A&R Certificate of Incorporation and this Article
X .


 


Section
2.      The Board is expressly authorized
to make, repeal, alter, amend and rescind, in whole or in part, the Bylaws without the assent or vote of the stockholders in any
manner not inconsistent with the laws of the State of Delaware or this Second A&R Certificate of Incorporation. The stockholders
may also make, repeal, alter, amend or rescind, in whole or in part, the Bylaws; provided, however, that notwithstanding any other
provisions of this Second A&R Certificate of Incorporation, the Bylaws or any provision of law which might otherwise permit a
lesser vote or no vote, but in addition to any affirmative vote of the holders of capital stock of the Corporation or any particular
class or series thereof required by the DGCL, this Second A&R Certificate of Incorporation (including any Certificate of
Designation in respect of one or more series of Preferred Stock) or the Bylaws, the affirmative vote of the holders of at least 66
2/3% of the voting power of the outstanding shares of stock entitled to vote at an election of directors, voting together as a
single class, shall be required in order for the stockholders of the Corporation to alter, amend or repeal, in whole or in part, any
provision of the Bylaws or to adopt any provision inconsistent therewith.


 






    7


     


    

 


Article
XI

DGCL SECTION 203 and business combinations


 


The
Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.


 


Notwithstanding
the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which time the
Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (as defined below)
for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:


 


	 	1.	prior to such time, the Board
    approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder,
    or


 


	 	2.	upon consummation of the transaction
    that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting
    stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining
    the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (a) by
    persons who are directors and also officers and (b) employee stock plans in which employee participants do not have the right
    to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or


 


	 	3.	at or subsequent to such time,
    the business combination is approved by the Board and authorized or approved at an annual or special meeting of stockholders (or
    by written consent, if action by written consent is not then prohibited by this Second A&R Certificate of Incorporation) by the
    affirmative vote of at least 66 2/3% of the then-outstanding voting stock of the Corporation that is not owned by the interested
    stockholder.


 


The
restrictions contained in this Article XI shall not apply if:


 


(a)
a stockholder becomes an interested stockholder inadvertently and (i) as soon as practicable divests itself of ownership of sufficient
shares so that the stockholder ceases to be an interested stockholder; and (ii) would not, at any time within the three-year period immediately
prior to a business combination between the Corporation and such stockholder, have been an interested stockholder but for the inadvertent
acquisition of ownership; or


 


(b)
the business combination is proposed prior to the consummation or abandonment of and subsequent to the earlier of the public
announcement or the notice required hereunder of a proposed transaction which (i) constitutes one of the transactions described in
the next sentence; (ii) is with or by a person who either was not an interested stockholder during the previous three years or who
became an interested stockholder with the approval of the Board; and (iii) is approved or not opposed by a majority of the directors
then in office (but not less than one) who were directors prior to any person becoming an interested stockholder during the previous
three years or were recommended for election or elected to succeed such directors by a majority of such directors. The proposed
transactions referred to in the preceding sentence are limited to (x) a merger or consolidation of the Corporation (except for a
merger in respect of which, pursuant to Section 251(f) of the DGCL, no vote of the stockholders of the Corporation is required); (y)
a sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), whether
as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the
Corporation (other than to any direct or indirect wholly-owned subsidiary or to the Corporation) having an aggregate market value
equal to fifty percent (50%) or more of either that aggregate market value of all of the assets of the Corporation determined on a
consolidated basis or the aggregate market value of all the outstanding stock of the Corporation; or (z) a proposed tender or
exchange offer for fifty percent (50%) or more of the outstanding voting stock of the Corporation. The Corporation shall give not
less than 20 days’ notice to all interested stockholders prior to the consummation of any of the transactions described in
clause (x) or (y) of the foregoing sentence.


 






    8


     


    

 


For
purposes of this Article XI only, references to:


 


	 	1.	“affiliate” means
    a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control
    with, another person.


 


	 	2.	“associate,” when
    used to indicate a relationship with any person, means: (a) any corporation, partnership, unincorporated association or other
    entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class
    of voting stock; (b) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such
    person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such person, or any relative
    of such spouse, who has the same residence as such person.


 


	 	3.	“business combination,”
    when used in reference to the Corporation and any interested stockholder of the Corporation, means:


 


	 	a.	any merger or consolidation of
    the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (1) with the interested stockholder or
    (2) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused
    by the interested stockholder and as a result of such merger or consolidation this Article XI is not applicable to the surviving
    entity;


 


	 	b.	any sale, lease, exchange, mortgage,
    pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of
    the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation
    or of any direct or indirect majority-owned subsidiary of the Corporation, which assets have an aggregate market value equal to 10%
    or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate
    market value of all the then outstanding stock of the Corporation;


 






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	 	c.	any transaction that results
    in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock
    of the Corporation or of such subsidiary to the interested stockholder, except: (1) pursuant to the exercise, exchange or conversion
    of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary, which securities
    were outstanding prior to the time that the interested stockholder became such; (2) pursuant to a merger under Section 251(g)
    of the DGCL; (3) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities
    exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary, which security is distributed,
    pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became
    such; (4) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock;
    or (5) any issuance or transfer of stock by the Corporation; provided, however, that in no case under items (3) through
    (5) of this subsection (c) shall there be an increase in the interested stockholder’s proportionate share of the stock
    of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due
    to fractional share adjustments);


 


	 	d.	any transaction involving the
    Corporation or any direct or indirect majority-owned subsidiary of the Corporation that has the effect, directly or indirectly, of
    increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or
    series, of the Corporation or of any such subsidiary that is owned by the interested stockholder, except as a result of immaterial
    changes due to fractional share adjustments or as a result of any purchase or redemption or other transfer of any shares of stock
    not caused, directly or indirectly, by the interested stockholder; or


 


	 	e.	any receipt by the interested
    stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances,
    guarantees, pledges or other financial benefits (other than those expressly permitted in subsections (a) through (d) above)
    provided by or through the Corporation or any direct or indirect majority-owned subsidiary.


 


	 	4.	“control,” including
    the terms “controlling,” “controlled by” and “under common control with,” means the possession,
    directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through
    the ownership of voting stock, by contract, or otherwise.  A person who is the owner of 20% or more of the outstanding voting
    stock of the Corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity,
    in the absence of proof by a preponderance of the evidence to the contrary.  Notwithstanding the foregoing, a presumption of
    control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Article
    XI, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control
    of such entity.


 


	 	5.	“Direct
    Transferee of the Directional Parties” means any person that acquires (other than in a registered public offering) directly
    from the Directional Parties or any of its successors or any “group”, or any member of any such group, of which such
    persons are a party under Rule 13d-5 of the Exchange Act shares of stock of the Corporation that result in such person’s
    beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation.
	 	6.	“Indirect Transferee of the Directional Parties”
    means any person that acquires (other than in a registered public offering) directly from any Direct Transferee of the Directional
    Parties or any other Indirect Transferee of the Directional Parties shares of stock of the Corporation that result in such person’s
    beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation.


 






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	 	7.	“interested stockholder”
    means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (a) is
    the owner of 15% or more of the then outstanding voting stock of the Corporation, or (b) is an affiliate or associate of the
    Corporation and was the owner of 15% or more of the then outstanding voting stock of the Corporation at any time within the three
    (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder;
    and the affiliates and associates of such person; but “interested stockholder” shall not include (x) the Directional
    Parties (as defined in the Stockholders Agreement), any Direct Transferee of the Directional Parties, and any Indirect Transferee
    of the Directional Parties, or any of their respective affiliates or successors or any “group”, or any member of any
    such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, or (y) any person
    whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation,
    provided that such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock
    of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person.  For
    the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding
    shall include stock deemed to be owned by the person through application of the definition of “owner” below, but
    shall not include any other unissued stock of the Corporation that may be issuable pursuant to any other agreement, arrangement or
    understanding, or upon exercise of conversion rights, warrants or options, or otherwise.  


 


	 	8.	“majority-owned subsidiary”
    of the Corporation (or specified person) means another person of which the Corporation (or specified person), directly or indirectly
    with or through one or more majority-owned subsidiaries, is the general partner or managing member of such other person or owns equity
    securities with a majority of the votes of all equity securities generally entitled to vote in the election of directors or other
    governing body of such other person.


 


	 	9.	“owner,” including
    the terms “own,” “owned,” and “ownership,” when used with respect to any stock, means a person
    that individually or with or through any of its affiliates or associates:


 


	 	a.	beneficially owns such stock,
    directly or indirectly, within the meaning of Rule 13d-3 under the Exchange Act; or


 


	 	b.	has (1) the right to acquire
    such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement
    or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided, however,
    that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of
    such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (2) the right
    to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, that a person shall not be deemed
    the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to
    vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten
    (10) or more persons; or


 






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	 	c.	has
                                            any agreement, arrangement or understanding for the purpose of acquiring, holding, voting
                                            (except voting pursuant to a revocable proxy or consent as described in item (2) of
                                            subsection (b) above of this definition), or disposing of such stock with any other
                                            person that beneficially owns, or whose affiliates or associates beneficially own, directly
                                            or indirectly, such stock;

     

    provided, that,
    for the purposes of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding
    shall include stock deemed to be owned by the person through application of this definition of “owned” but shall not
    include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or understanding,
    or upon exercise of conversion rights, warrants or options, or otherwise.



 


	 	10.	“person” means any
    individual, corporation, partnership, unincorporated association or other entity.


 


	 	11.	“stock” means, with
    respect to any corporation, capital stock and, with respect to any other entity, any equity interest.


 


	 	12.	“voting stock” means
    stock of any class or series entitled to vote generally in the election of directors and, with respect to any entity that is not
    a corporation, any equity interest entitled to vote generally in the election of the governing body of such entity.  Every reference
    in this Article XI to a percentage of voting stock shall refer to such percentage of the votes of such voting stock.


 


Article
XII

GENERAL


 


If
any provision or provisions of this Second A&R Certificate of Incorporation shall be held to be invalid, illegal or unenforceable
as applied to any circumstance for any reason whatsoever, the validity, legality and enforceability of such provisions in any other circumstance
and of the remaining provisions of this Second A&R Certificate of Incorporation (including, without limitation, each portion of any
section or paragraph of this Second A&R Certificate of Incorporation containing any such provision held to be invalid, illegal or
unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by the DGCL,
this Second A&R Certificate of Incorporation or the Bylaws, in any way be affected or impaired thereby.


 


Article
XIII

DEFINITIONS


 


As
used in this Second A&R Certificate of Incorporation, except as otherwise expressly provided herein and unless the context requires
otherwise, the following terms shall have the following meanings:


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Person”
means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, joint
stock company, joint venture, unincorporated association, cooperative or association or any other legal entity or organization of whatever
nature, and shall include any successor (by merger, consolidation, division or otherwise) of such entity.


 


“Securities
Act” means the Securities Act of 1933, as amended.


 






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Article
XIV 

RESTRICTIONS ON OWNERSHIP

 


At
no time shall more than 25% of the voting interest of the Corporation be owned or controlled by persons who are not “citizens
of the United States” (as such term is defined in Title 49, United States Code, Section 40102 and administrative
interpretations thereof issued by the Department of Transportation or its predecessor or successors, or as the same may be from time
to time amended) (“Non-Citizens”). In the event that Non-Citizens shall own (beneficially or of record) or have
voting control over any shares of capital stock of the Corporation, the voting rights of certain Non-Citizens shall be subject to
automatic suspension to the extent required to ensure that the Corporation is in compliance with applicable provisions of law and
regulations relating to ownership or control of a U.S. air carrier. The Bylaws shall contain provisions to implement this Article
XIV, including, without limitation, provisions restricting or prohibiting transfer of shares of voting stock to Non-Citizens and
provisions restricting or removing voting rights as to shares of voting stock owned or controlled by certain Non-Citizens. Any
determination as to ownership, control or citizenship made by the Board shall be conclusive and binding as between the Corporation
and any stockholder for purposes of this Article XIV.


 


* * * *


 






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IN
WITNESS WHEREOF, [●] has caused this Second A&R Certificate of Incorporation to be executed by its duly authorized officer
on this            day of               ,
202[●].


 


	 	[●]
	 	 
	 	By:	 
	 	Name:	 
	 	Title: