Application of Delux Public Charter, LLC ) For Authority ...airlineinfo.com/ostpdf94/774.pdf ·...

BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, DC 20590 ) Application of Delux Public Charter, LLC ) For Authority to Conduct Passenger ) Operations as a Commuter Air Carrier ) DOT-OST-2015-____ Pursuant to 49 USC §41738 ) )

Application of Delux Public Charter, LLC For Commuter Air Carrier Authorization

Communications with respect to this document should be addressed to:

J. Parker Erkmann Cooley LLP 1299 Pennsylvania Ave., NW Suite 700

Washington, D.C. 20004 (202) 842-7800 [email protected]

Counsel for Delux Public Charter, LLC October 16, 2015 NOTICE: Any person may support or oppose this application by filing an Answer within 21 days and serving a copy on the applicant and all persons served with this application on or before November 6, 2015.

BEFORE THE DEPARTMENT OF TRANSPORTATION

WASHINGTON, DC 20590 ) Application of Delux Public Charter, LLC ) For Authority to Conduct Passenger ) Operations as a Commuter Air Carrier ) DOT-OST-2015-____ Pursuant to 49 USC §41738 ) )


Delux Public Charter LLC (“Delux” or “Applicant”) applies pursuant to Section 41738 of

Title 49 of the United States Code, Section 298.50 of the economic regulations of the United

States Department of Transportation (“Department” or “DOT”), Parts 201 and 204 of the

Department’s regulations as well as its internal rules and procedures for a commuter air carrier

authorization so that it may conduct more than four round trips per week between city pairs

under 14 CFR Part 380 as an On-Demand Direct Air Carrier operating aircraft with 30 seats or

fewer under Part 135 operating rules. Delux is in the process of securing a Federal Aviation

Administration air carrier certificate (Number 4DPA097O) and Part 135 operations

specifications.

Delux requests that this application be processed through the use of non-hearing

procedures, and that the Department’s final decision be issued as expeditiously as possible.

Accordingly, Delux requests that the order to show cause in this matter specify an answer period

no longer than five business days.

Delux has been formed to meet a desperate air transportation need. Delux will provide a

product for the 30-seat on-demand air charter market and revitalize short-haul (less than 500

DOT-OST-2015-___ Application of Delux Public Charter, LLC

Page 2 of 4

statute mile) air travel in the United States. From 2000 to 2013, short-haul markets across the

United States have declined by 6% — over 14 million annual passengers lost — while traffic in

markets over 500 miles apart increased 17%, equating to 63 million new annual passengers.1

Why? During that time, the airline industry has consolidated. Airports have become

bigger and harder to use, with more gauntlets and shopping to walk past before reaching the

plane, and more longer-haul passengers crowding the terminals. Hubbing has increased, and

more and more small airports have no service at all. With the new normal, many short-haul

markets take roughly the same time to drive as they do to fly when considering total door-to-door

trip time. Competition has diminished, capacity has shrunk and, as a result, short-haul fares have

increased. New low cost carriers (“LCCs”) and ultra-low cost carriers (“ULCCs”) have focused

on longer haul markets and, post-consolidation, many nonstop short-haul markets are now single

carrier monopolies. Also during this time, the average haul of the former short-haul, high

frequency champion airline more than doubled.

Delux believes this diminution of convenient and comfortable air service between and

among nearby cities large and small is bad for regional economies and bad for the country. This

diminution has created pent up demand, and a ripe opportunity for a new kind of short-haul

carrier to restore the promise of the convenience and speed of jet travel to the regional air

travelers of the United States. Delux has assembled a highly experienced team, raised capital

and is acquiring aircraft to meet this dire need.

Delux’s board and investors include JetBlue founder David Neeleman and acclaimed

customer service and culture leader Zappos.com CEO Tony Hsieh. Our leaders have deep start- 1 DOT form T100 data sourced from BTS Transtats website September 2015


Page 3 of 4

up and operating experience in both Part 135 and 121 operations. Our supply partner Embraer

has provided reliable aircraft to the market for decades and is assisting our launch by selling to

us our initial fully refurbished EMB-135 aircraft and a comprehensive support package. This

team has built airlines and businesses known for superior customer service.

In support of this application for commuter authority, Delux states as follows:

1. Delux is in the process of securing a Federal Aviation Administration air carrier

certificate (Number 4DPA097O) and Part 135 operations specifications. Please see Exhibit 1 for

Delux’s Preapplication Statement of Intent.

2. Delux is a citizen of the United States as that term is defined in 49 U.S.C. §

40102(a)(15). Information describing Delux’s ownership and demonstrating its citizenship is

contained in Exhibit 2.

3. Delux requests authority to conduct more than four round trips per week between

city pairs under 14 CFR Part 380 as an On-Demand Direct Air Carrier operating aircraft with 30

seats or less under Part 135 operating rules. Delux will lease six fully refurbished EMB-135 30-

seat aircraft that are ideally suited for these short-haul flights. Four of these aircraft will be used

for the proposed public charter operations.

4. Delux’s initial markets will be cities between 200 and 500 miles of one another,

and will serve them where possible via secondary and tertiary airports. Delux requests

confidential treatment of its specific initial proposed markets and details of the revenue

projections of its specific launch plan under separate cover.

5. Complete information in support of Delux’s fitness for commuter authority is

contained in Attachments A through V of this application. Letter designations of attachments


Page 4 of 4

correspond to section 204.3 of the Department’s regulations; that is, Attachment A is responsive

to paragraph (a) of Section 204.3, Attachment B is responsive to paragraph (b), etc. Additional

documents explaining the ownership of Delux and demonstrating its citizenship can be found in

Exhibits 1 through 12. These documents establish that Delux is fit, willing and able as

prescribed by 49 U.S.C. Section 41738 and that it is a “citizen of the United States” as defined in

49 U.S.C. Section 40102(a)(15).

6. Delux requests that this application be processed by the use of expedited non-

hearing procedures. There are no issues of material fact, and the use of expedited procedures

will serve the public interest by facilitating the introduction of Delux’s innovative, desperately-

needed services as soon as possible. Delux respectfully submits that expedited processing of its

application is warranted, including reduction of the show cause answer period to five (5)

business days.

WHEREFORE, the Applicant requests that the Department issue a commuter air carrier

authorization to Delux Public Charter, LLC.

Respectfully Submitted,

J. Parker Erkmann Cooley LLP 1299 Pennsylvania Ave., NW Suite 700

Washington, D.C. 20004 (202) 842-7800 [email protected]

Counsel for October 16, 2015 Delux Public Charter, LLC

CERTIFICATE OF SERVICE

I hereby certify that I have on this 16th day of October 2015, served the foregoing Application of Delux Public Charter LLC for Commuter Air Carrier Authorization via email upon the persons shown in the following service list. Service was also made upon the airport authority for each airport that Delux intends to serve but those recipients are not listed to preserve the confidentiality of Delux’s initial markets.

Rapid City FSDO Attn: Barry I. Dunmire Aviation Safety Inspector RAP FSDO 3501 5th St. Rapid City, SD 57701 Email: [email protected]

Erin Combs

122273943


TABLE OF CONTENTS

Attachment A: Response to §204.3(a) - name, address, and telephone number of the Applicant

Attachment B: Response to §204.3(b) - form of the Applicant’s organization

Attachment C: Response to §204.3(c) - State law(s) under which the Applicant is

organized

Attachment D: Response to §204.3(d) - certification of good standing

Attachment E: Response to §204.3(e) - affidavit of citizenship

Attachment F: Response to §204.3(f) - key personnel

Attachment F-1: Alexander Wilcox, CEO Questionnaire Attachment F-2: Keith Rabin, President and CFO Questionnaire Attachment F-3: Brian Coulter, VP of Flight Operations Questionnaire Attachment F-4: Michael Anello, VP of Technical and System Operations

Questionnaire Attachment F-5: David Neeleman, Board Member Questionnaire

Attachment F-6: Sheldon Stone, Board Observer Questionnaire

Attachment F-7: Frank Westbrook, Director of Operations Questionnaire

Attachment F-8: Robert Ventura, Chief Pilot Questionnaire

Attachment F-9: Jonathan Morrison, Director of Maintenance Questionnaire

Attachment G: Response to §204.3(g) - substantial interest holders

Attachment G-1: Tony Hsieh Questionnaire

Attachment G-2: Art Samberg & Family Questionnaire

Attachment H: Response to §204.3(h) - Applicant's subsidiaries


Table of Contents Page 2 of 3

Attachment I: Response to §204.3(i) - list of the Applicant's shares of stock

Attachment J: Response to §204.3(j) - SEC reports

Attachment K: Response to §204.3(k) - financial statements

Attachment L: Response to §204.3(l) - list of all actions and outstanding judgments for more than $5,000

Attachment M: Response to §204.3(m) - actions and outstanding judgments of less

than $5,000 Attachment N: (CONFIDENTIAL): Response to §204.3(n) - description of the

Applicant’s fleet of aircraft

Attachment O: Response to §204.3(o) - pending investigations, enforcement actions, and formal complaints filed by the Department, including the FAA

Attachment P: Response to §204.3(p) - description of all charges of unfair or

deceptive or anticompetitive business practices, or of fraud, felony or antitrust violation

Attachment Q: Response to §204.3(q) - description of any aircraft accidents or

incidents Attachment R: Response to §204.3(r) - brief narrative history of the Applicant

Attachment S: Response to §204.3(s) - authority under which the Applicant has conducted or is conducting transportation operations

Attachment T: (CONFIDENTIAL): Response to §204.3(t) - summary of the

service to be operated if the application is granted Attachment U: Response to §204.3(u) - Counterpart of Agreement 18900 (OST

Form 4523) Attachment V: Response to §204.3(v) - certification

Exhibit 1: PreApplication Statement of Intent – Signed

Exhibit 2: Ownership Information

Exhibit 3: Delux Public Charter, LLC Organizational Resolutions


Table of Contents Page 3 of 3

Exhibit 4: Delux Public Charter, LLC Agreement

Exhibit 5-1: JetSuiteX, Inc. Certificate of Incorporation

Exhibit 5-2: JetSuiteX, Inc. Bylaws

Exhibit 6: JetSuiteX, Inc. Certificate of Good Standing

Exhibit 7: JetSuiteX, Inc. Affidavit

Exhibit 8: Delux Public Charter, LLC Bank Statement

Exhibit 9: JetSuiteX, Inc. Organization Minutes

Exhibit 10-1: JetSuite, Inc. Certificate of Incorporation

Exhibit 10-2: JetSuite, Inc. Bylaws

Exhibit 11: JetSuite, Inc. Certificate of Good Standing

Exhibit 12: JetSuite, Inc. Affidavit of Citizenship

122533484

1

Attachment A

Response to §204.3(a)

The name, address, and telephone number of the applicant: Delux Public Charter, LLC 550 N 5th Street, Suite 101 Rapid City, SD 57701 (605) 718-3501

1

Attachment B

Response to §204.3(b):

The form of the Applicant’s organization:

Delux Public Charter, LLC was formed as a limited liability company.

1

Attachment C

Response to §204.3(c):

The State law(s) under which the applicant is organized:

Delux Public Charter, LLC is organized under the laws of the State of Delaware.

1

Attachment D

Response to §204.3(d):

If the applicant is a corporation, a statement provided by the Office of the Secretary of State, or other agent of the State in which the applicant is incorporated, certifying that the applicant corporation is in good standing.

1

Attachment E

Response to §204.3(e): A sworn affidavit stating that the applicant is a citizen of the United States.

1

Attachment F

Response to §204.3(f):

The identity of the key personnel who would be employed by the applicant

Applicant’s Organization Chart of Key Personnel:

.

Key personnel who will be employed by the applicant: Please see Attachments F-1 through F-9 for the resumes and questionnaires for all key personnel including all past roles at air carriers and current and prior ownership in air carriers. Alex Wilcox, CEO and Chairman Board of Managers 550 N 5th Street, Suite 101 Rapid City, SD 57701 No. of applicant Units held: 0 Citizenship: USA Attachment F-1

Alex Wilcox

CEO

Chairman Board

of Managers

Keith Rabin

President and CFO

Brian Coulter

VP of Flight Operations

Frank Westbrook

Director of Operations

Robert Ventura

Chief Pilot

Michael Anello

VP of Technical and System Operations

Jonathan Morrison

Director of Maintenance

2

Alex, who is a U.S. citizen, has over twenty years of experience helping create highly innovative air carriers in ways that have improved air travel for millions. He is also CEO and a member of the Board of Directors of JetSuite, Inc. In co-founding JetSuite in 2005, Alex brought new technology and unprecedented value to an industry in dire need of it. Also a founding JetBlue manager, Alex was a driving force behind many airline industry-changing innovations, including the implementation of LiveTV on board and all leather coach seating. He left JetBlue and moved to Mumbai for 18 months as the founding President and COO of Kingfisher Airlines, and returned to start work on what would become JetSuite. In 2011 Alex was named a Henry Crown Fellow by the Aspen Institute. Alex recently became a member of the Southern California Chapter of the YPO.

Keith Rabin, President and Chief Financial Officer 550 N 5th Street, Suite 101 Rapid City, SD 57701 No. of applicant Units held: 0 Citizenship: USA Attachment F-2

Keith, who is a U.S. citizen, has a background that includes over a decade in the financial services and management consulting industries. Since 2008, Keith has served as President and CFO of JetSuite, Inc. In 2012, Keith was nominated and won the Excellence in Entrepreneurship award from the Orange County Business Journal for his work at JetSuite. Prior to co-founding JetSuite, Keith was a Partner at New York-based hedge fund Verity Capital, where he was responsible for portfolio management and the development of Verity’s sector shorting strategy. Previously, he worked as a management consultant focused on corporate strategy for The Boston Consulting Group and Deloitte Consulting in diverse industries including transportation, financial services, industrial and consumer goods. At The Boston Consulting Group, Keith was selected for the prestigious Ambassador Program and was posted to Zurich for one year. His startup experience includes developing the business plan and launching a KKR funded procurement company where he focused on strategy and business development. Keith holds a Bachelor’s degree in Industrial Engineering from the Georgia Institute of Technology, where the Office of the President named him a Fleet Scholar. He graduated Beta Gamma Sigma with an MBA focused on Finance and Strategy from Columbia Business School.

3

Brian Coulter, Vice President, Flight Operations 550 N 5th Street, Suite 101 Rapid City, SD 57701 No. of applicant Units held: 0 Citizenship: New Zealand Attachment F-3

Brian, who is also Vice President of Flight Operations of JetSuite, Inc., served as a General Duties-Pilot in the Royal New Zealand Air Force and retired as a Squadron Leader after nearly 16 years of service. Brian is a citizen of New Zealand, but he is the only key person or stockholder in Delux or its parent company that is not a citizen of the United States. He flew helicopters and fixed-wing aircraft, was a member of the formation aerobatic team, and was decorated with the Air Force Cross. Upon his departure from the Air Force, Brian was a Boeing-737 Captain and Director of Safety at Air South Airlines. Later, he became a startup member at WinAir Airlines and then JetBlue Airways, where he wrote a number of the early technical publications for flight operations and led JetBlue’s pioneering use of electronic flight bags. Brian was JetBlue’s Director of Flight Standards for five years, and held the number one seniority position as an Airbus A320 Captain for eight years. At JetSuite, Brian Coulter is responsible for the conduct of all flight operations, and also plays an important commercial role in creating and setting pricing algorithms. Michael Anello, Vice President Technical & System Operations 550 N 5th Street, Suite 101 Rapid City, SD 57701 No. of applicant Units held: 0 Citizenship: USA Attachment F-4 Formerly a Senior Manager for Aircraft Maintenance at FedEx Express, Mike has more than 15 years of operations experience in aircraft maintenance. He is a U.S. citizen. During his career, Mike has been an Aviation Maintenance Technician with American Eagle Airlines, FlexJet, and FedEx Express where he became Senior Manager. He is a Certified Lean Black Belt and while at FedEx Express, oversaw Lean implementation efforts across 10 different departments. Mike holds a Bachelor of Science in Professional Aeronautics from Embry Riddle Aeronautical University, where he graduated Cum Laude. Prior to his aviation career, Mike was in Law Enforcement in New York City for 8 years.

4

David Neeleman, Founder, JetBlue Airways and Founder & Chairman, Azul Brazilian Airlines, Director of JetSuite, Inc. and JetSuiteX, Inc. 1120 Post Road 2nd Floor Darien, CT 06820 No. of Applicant Units held: 0 Citizenship: USA Attachment F-5 David Neeleman co-founded Morris Air, a low-fare charter airline, where he served as Executive Vice President until the company was acquired by Southwest Airlines for $130 million in 1993. He is a U.S. citizen. After leaving Southwest, he founded airline reservations company Open Skies (now called Navitaire) which he sold to Hewlett Packard in 1998. In 2000 David founded JetBlue Airways – the most successful airline startup since U.S. deregulation. In 2008 David launched Azul Brazilian Airlines, now a leading domestic airline in Brazil and the first airline in history to carry over 2 million passengers in its first year of operations. Sheldon M. Stone, Board Observer of JetSuiteX, Inc. 333 South Grand Ave., 28th Floor Los Angeles, CA 90071 No. of Applicant Units held: 0 Citizenship: USA Attachment F-6 Mr. Stone is a founding member of Oaktree Capital Management, L.P., a Los Angeles-based institutional money manager founded in 1995, specializing in alternative investment strategies. He is a U.S. citizen. He manages the firm’s domestic and global high yield bond portfolios and has supervisory responsibilities for its European high yield bond activities. Before forming Oaktree, Mr. Stone helped establish The TCW Group’s high yield bond department in 1985 and ran it for ten years. Prior to that, Mr. Stone was at Citibank where he served as a high yield bond credit analyst. From 1978 to 1983, Mr. Stone worked as a Director in the corporate finance department of The Prudential Insurance Company of America. Mr. Stone, a native of New Jersey, holds an A.B. degree from Bowdoin College (where he serves as a Trustee) and an M.B.A. in accounting and finance from Columbia University. He currently serves on the Board of Trustees of the Colonial Williamsburg Foundation and the Natural History Museum of Los Angeles County. Mr. Stone previously chaired the California Community Foundation and the national advisory board of the Johns Hopkins University’s Center for Talented Youth.

5

Please see Attachments F-7 through F-9 for questionnaires and resumes regarding the following key personnel: Frank Westbrook, Director of Operations 550 N 5th Street, Suite 101 Rapid City, SD 57701 No. of shares of applicant Units held: 0 Citizenship: USA Attachment F-7 Robert Ventura, Chief Pilot 550 N 5th Street, Suite 101 Rapid City, SD 57701 No. of shares of applicant Units held: 0 Citizenship: USA Attachment F-8 John Morrison, Director of Maintenance 550 N 5th Street, Suite 101 Rapid City, SD 57701 No. of shares of applicant Units held: 0 Citizenship: USA Attachment F-9

Except as set forth above, none of Delux’s stockholders or key personnel are officers or directors of, or own 10% or more of the outstanding voting stock or other interest in any air carrier, foreign air carrier, common carrier, person substantially engaged in the business of aeronautics or persons whose principal business is the holding of stock of any air carrier or person substantially engaged in the business of aeronautics.

There are no pending investigations, enforcement actions, or formal complaints filed by the Department involving the Applicant or any relevant corporation, any personnel employed (or to be employed) by any relevant corporation or person having a substantial interest in any relevant corporation, regarding compliance with the statute or orders, rules, regulations, or requirements issued pursuant to the statute.

Attachment F-1

Alexander Wilcox CEO Questionnaire

Attachment F-2

Keith Rabin President and CFO Questionnaire

KEITH B. RABIN

EXPERIENCE 2015 - Present

Delux Public Charter, LLC President, Chief Financial Officer, Secretary and Treasurer

Rapid City, SD

2008 - Present

JETSUITE, INC. (Light Jet Charter Operator)

Irvine, CA

Co-Founder, President, Chief Financial Officer and Secretary

2007 - 2008 VERITY CAPITAL LLC (Hedge Fund) New York, NY Partner

2 2003 – 2006 THE BOSTON CONSULTING GROUP Atlanta, GA & Zurich, CH Project Leader & Consultant

2001 – 2003

COLUMBIA BUSINESS SCHOOL

New York, NY

MBA – Finance & Economics, Beta Gamma Sigma 2000 – 2001 WORLDCREST GROUP Atlanta, GA

Director of Business Development

1998 – 2000 DELOITTE CONSULTING Atlanta, GA Business Analyst – Select Project Experience

1996 – 1997 GEORGIA INSTITUTE OF TECHNOLOGY Atlanta, GA

1993 – 1995 PPND RECORDS Boulder, CO

Attachment F-3

Brian Coulter VP of Flight Operations Questionnaire

Brian Coulter FLIGHT TIME

Total Time 11,100 Pilot In Command 9200

Turbine 9100 Large Turbojet 5300 EXPERIENCE

2008-Present JetSuite Air Irvine, CA PIC/CA EMB -500, CE-525B • VP Operations for an innovative corporate airline.

1999–2009 JetBlue Airways New York, NY PIC/CA A320 • Start-up team member under CSET. Wrote SOP, FCOM, QRH. • Designed and implemented first FAA approved electronic manual system. • Lead Check Airman (CA). Trained initial cadre. Successful proving runs. • Director Flight Standards until 2004. • Director Flight Technical until 2005. • Flight Standards representative for EMB-190 introduction.

1997–1999 WinAir Airlines Salt Lake City, UT PIC/CA B737 • Start-up team member. Wrote SOP, Pilot Handbook, QRH. • Lead Check Airman. Trained initial cadre. Successful proving runs. • Manager of System Control.

1996–1997 Air South Airlines Columbia, SC PIC B737 • Assistant to Chief Pilot/ Director of Safety

1995–1996 Gulfstream International Airlines Miami, FL PIC Be 1900

1994–1995 Western Air Freight San Luis Obispo, CA PIC C310/402 1979–1994 Royal New Zealand Air Force New Zealand Pilot/Flight Commander • Awarded Air Force Cross for successful introduction of NVG technology, including SOPs,

Regulations, Training and Standards. Zero accident rate. • Led two successful deployments to Antarctica. Zero accident rate. • Flew the No. 4 (Slot) in ‘The Red Checkers’ formation aerobatic team. Zero accident rate.

EDUCATION

1975–1979 Whakatane High School. Whakatane, NZ INTERESTS

Water skiing, water polo, free-diving, tennis, golf, computers.

E - M A I L B R I A N . C O U L T E R @ J E T S U I T E . C O M P H O N E ( 3 0 5 ) 3 1 0 - 0 6 1 9

Attachment F-4

Michael Anello VP of Technical and System Operations Questionnaire

M I C H A E L A . A N E L L O

Telephone: 901-229-2721 • Email: [email protected]

QUALIFICATIONS OVERVIEW I am a college degreed management and results-oriented professional with years of successful experience (with very high performance ratings) in aircraft preventive maintenance, servicing, repair and modifications. I have solid planning and organizational talents. A senior level manager who is efficient and hardworking, with proven capability for leading others in a friendly yet firm manner, while precisely administering important projects to deadline driven completions. Special achievements: Please turn to page 3.

Key Technical Management Competencies: Extensive aircraft maintenance Exceptional budgeting and cost control awareness Leadership and training skills Absolute attention to QA and safety Proven problem solving abilities Expert knowledge: Power plant / airframe systems and FARs Coordinating and scheduling Lean / continual improvement Continuing dispatch reliability A focus on goal setting, productivity and mission objectives Aircraft Competency and Knowledge: B727, B757, B767, B777, MD10, MD11, A310 and A300 aircraft License, Certifications and Specialized Training: Certified Lean Black Belt FCC General Radiotelephone Operators License Airframe and Power Plant License Certified: FARs and Human Factors 747/400 Computer-Based Maintenance Run Taxi Qualified: MD 10 / 11, A300 / 310 and 727

PROFESSIONAL EXPERIENCE / AIRCRAFT MAINTENANCE MANAGEMENT JETSUITE AIR, IRVINE, CALIFORNIA VP OF TECHNICAL AND SYSTEM OPERATIONS 2015 to PRESENT DIRECTOR OF MAINTENANCE 2015 to PRESENT

FedEx Express, Memphis, Tennessee 2001 to 2015

SENIOR MANAGER, BASE MAINTENANCE 2012 to 2015 SENIOR MANAGER, LINE MAINTENANCE 2011 to 2012 MANAGER, LINE MAINTENANCE 2005 to 2011

Earlier in my career with FedEx, I served as a SENIOR AVIATION MAINTENANCE TECHNICIAN from 2001 until 2005. I have been fortunate to receive promotions based on superior performance. 2005 AIRFRAME AND POWER PLANT INSTRUCTOR Tennessee Technology Center, Memphis, Tennessee 2001 AIRFRAME AND POWER PLANT MECHANIC Bombardier Aerospace, West Palm Beach, Florida I have also been employed with American Eagle Airlines as an AIRCRAFT MAINTENANCE SUPERVISOR (and earlier) as an AIRFRAME AND POWER PLANT MECHANIC from 1999 to 2001, and with Jet Harbor Incorporated in 1999 as an AIRFRAME AND POWER PLANT MECHANIC.

M I C H A E L A . A N E L L O

Telephone: 901-229-2721 • Email: [email protected]

Page 2 COLLEGE EDUCATION, OTHER TRAINING

Degree: Bachelor of Science, Professional Aeronautics GPA: 3.8 (Graduated Cum Laude) Embry Riddle Aeronautical University Training for Airframe and Power Plant license Broward Community College

In addition to my formal training: I have completed numerous seminars, short courses and workshops as a part of the continuing education process. A lifelong learner, I am always adding to my knowledge base.

SKILLS AND RESPONSIBILITIES

A proven leader, I have gained earlier highly valuable hands-on exposures to virtually every area of aircraft maintenance, troubleshooting, repair and modification. My skills include: • MANAGEMENT: Responsible for a major technical assignment within FedEx; direct all operations

for the main maintenance base in a cost-efficient and highly productive manner • SUPERVISION: Select, develop and supervise a subordinate staff of managers, exempt and hourly

personnel; perform regular employee performance evaluations; counsel, guide and discipline • TEAM: Have been able to establish genuine expanding team spirit and camaraderie at our base;

thoroughly understand the human relations process; a strong listener and coach • GOAL SETTING: Establish aggressive productivity and quality goals • PLANNING: Plan, organize and control all aircraft check maintenance and modification lines

performed at the main maintenance base within the established span time goals and FAR requirements and manufacturers’ specifications

• SCOPE: Directly coordinate and oversee technical activities for 500 to 600 aircraft, annually • LEAN: Regularly drive Lean / Continual Improvement and Six Sigma • STANDARDS: Ensure that front-line managers adhere to strict regulations and standards, while

meeting dispatch reliability/span time needs and effectively utilizing critical success factors • AUDIT AND INSPECTIONS: Supervise audit aircraft maintenance and inspection activities to ensure

FAA compliance; prior hands-on exposures to the inspection process • IMPROVEMENTS: Sustain continual improvement / lean activities to reduce waste and improve and

sustain span times • STAFF DEVELOPMENT: Develop, train and coach employees in lean / continual improvement • FINANCIAL: Carefully administer and coordinate our annual operating expense budget • COST CONTAINMENT: Identify procedures to reduce waste and cut costs • MODIFICATIONS: Knowledge, experience and oversight for certain aircraft modifications • SPECIAL REQUIREMENTS: Isolate, address and resolve critical situations and other unusual

mission situations; a skilled investigator and problem solver • SAFETY: Exceptional safety awareness; oversee all safety considerations; promote accident

prevention; investigate accidents and provide remediation as required • BLACK BELT: Identified, selected and taught hourly employees to achieve Black Belt certifications;

have created, developed and implemented other technical training programs • COMPUTERS: Possess a strong working knowledge of Microsoft and industry software products

Attachment F-5

David Neeleman Board Member Questionnaire

Attachment F-6

Sheldon Stone Board Observer Questionnaire

Sheldon M. Stone Mr. Stone is a founding member of Oaktree Capital Management, L.P., a Los Angeles-based institutional money manager founded in 1995, specializing in alternative investment strategies. He manages the firm’s domestic and global high yield bond portfolios and has supervisory responsibilities for its European high yield bond activities. Before forming Oaktree, Mr. Stone helped establish The TCW Group’s high yield bond department in 1985 and ran it for ten years. Prior to that, Mr. Stone was at Citibank where he served as a high yield bond credit analyst. From 1978 to 1983, Mr. Stone worked as a Director in the corporate finance department of The Prudential Insurance Company of America. Mr. Stone, a native of New Jersey, holds an A.B. degree from Bowdoin College (where he serves as a Trustee) and an M.B.A. in accounting and finance from Columbia University. He currently serves on the Board of Trustees of the Colonial Williamsburg Foundation and the Natural History Museum of Los Angeles County. Mr. Stone previously chaired the California Community Foundation and the national advisory board of the Johns Hopkins University’s Center for Talented Youth.

Attachment F-7

Frank Westbrook Director of Operations Questionnaire

Attachment F-8

Robert Ventura Chief Pilot Questionnaire

Robert James Ventura

CERTIFICATES AND RATINGS FLIGHT TIME EXPERIENCE Oct 2010-Present Apr 2007-Oct 2010 Apr 2006-Apr 2007 Jan 2004-Apr 2006 Oct 1998-Jan 2004 EDUCATION/ RECOGNITION

Airline Transport Pilot Type Rated: EMB-500 B-737 EMB-120. SIC: EMB-145 CL-65 FCC Restricted Radiotelephone Operator Permit First Class Medical 9,698 Total Hours 9,279 Multiengine 3,015 Part 121 5,952 Turbine PIC 2,607 Part 135 5,044 Total Jet 2,301 Jet PIC Captain: Embraer Phenom EMB-500 Superior Air Charter, Irvine, CA Part 135 On-Demand jet charter operations, throughout the Continental US, Canada, Mexico and the Caribbean. First Officer: Embraer Regional Jet EMB-135/145 ExpressJet Airlines, Houston, TX. Part 121 regional airline operations, throughout the Continental US, Canada, and Mexico. Captain: Beechcraft King Air A-90 Dynamic Aviation, Bridgewater, VA Part 91 aerial dispersal, aircraft reposition, and cargo operations. First Officer: Embraer Basilia EMB-120/Canadair Regional Jet CL-65 CRJ 200/700 SkyWest Airlines, St. George, UT. Part 121 regional airline operations, throughout the Continental US, and Canada. Captain/Maintenance Manager: Beechcraft Twin Beech BE-18T/King Air A-90 Dynamic Aviation, Los Alamitos, CA Part 91 aerial dispersal, aircraft reposition, and cargo operations. A. A., Liberal Arts Orange Coast College, Costa Mesa, CA. Certificate, Airframe and Powerplant Sierra Academy of Aeronautics, Oakland, CA. Dean’s list and High Honors recognition. Certificate, Automotive Technology University of Hawaii, MCC, Kahului, HI. Employee of the Year (2000) Dynamic Aviation. Pilot Safety Award (2013) National Business Aviation Association.

Attachment F-9

Jonathan Morrison Director of Maintenance Questionnaire

Jonathan E. Morrison

Experience: January 2013 Federal Express, Memphis TN To Present Sr Manager, Base Maintenance Responsible for all scheduled and un-scheduled maintenance events maintained at base maintenance Memphis, TN. The goals within this operation are to ensure safety, reliability is maintained while minimizing the out of service impact to our customers. Fostering lean principles and the “QDM” Quality driven management for maintaining standard work processes and maintaining milestone settings for customer’s expectations. Ensuring the finished product is always of the highest quality. Responsible for aircraft recovery operations. April 2011 Federal Express, Memphis TN January 2013 Manager, Hangar Maintenance Production Manager on the hangar floor until an opportunity was presented for a Manager in the tool rooms for HGR11/12/26 and power plant. The tool room has been introduced to Lean and 5S+1. The tool room in HGR-26 has a start and completion of the B777 tooling with internal process to sustain standard work, while energizing the workforce that they can be the best at what they do. Responsible for aircraft recovery operations. January 2010 Federal Express, Indianapolis IN April 2011 Manager Hanger Maintenance Manager in charge of scheduled “B” checks within the facility using philosophy of “QDM” and theory of Lean, eliminating waste from suppliers to our customers. Using the lean tools during MD-11 gear changes we have taken a 10 day span time and cut it down to 5 day event, and could bring this type of results to LAX Base Maintenance to reduce your span time to your given goals. I am in the process of completing my Green Belt with Lean and to continue to Black Belt goals. With these Lean tools from here in Indianapolis and Memphis and the experiences working in all Base Maintenance facilities it will only enhance the management team and operations to reduce waste, and improve the system by removing constraints. Responsible for aircraft recovery operations

Feb 2004 to Federal Express, Memphis TN January 2010 Manager Hangar Maintenance Manager in charge of scheduled “B” checks within the facility. I maintained

positive control of scheduled and non-scheduled maintenance within the facility. Using tools from Lean as in value stream maps to better understand performances levels and using tools as “PDCA” plan, do, check and act to identify areas of opportunity for value added. I use tools that also help better understand how to effectively schedule necessary manpower, tooling and equipment to stream line the process within the facility. I have also been involved in “point of use” this also using the value stream maps help better understand where key area of concern that can be improved. I am also been assigned to aircraft crash recovery. I have used the tools that Lean has given to me on the building “POU” point of use or “POS” point of service with building FEDEX recovery equipment and the value added is a better streamline system for shipping to a recovery site. One last tool I have used with Lean is “TOC” theory of constraints; this tool along with lean will help focus on identification and removal of waste to improve flow of value. I believe these tools have only enhanced my skills as a manager within Federal Express and can be cross-utilized in any area. Responsible for aircraft recovery operations

Dec 2000 to Federal Express, Los Angeles Feb 2004 Manager Hangar Maintenance Manager in charge of scheduled “B” and “C”checks within the facility. I

maintained positive control of scheduled and non-scheduled maintenance within the facility. Using tools as “PDCA” plan, do, check and act to identify areas of opportunity for value added. I use tools that also help better understand how to effectively schedule necessary manpower, tooling and equipment to stream line the process within the facility. Maintaining training up to date and scheduled hourly staff appropriately. Responsible for planning scheduling and prioritizing maintenance performed scheduled maintenance on aircraft within the facility. Responsible for aircraft recovery operations.

April 1997 to Federal Express, Los Angeles Dec 2000 Sr. Aircraft Technician Planned, scheduled and implemented complex repairs on scheduled aircraft within

the LAX facility. Ensured all repairs and assignments were accomplished with minimal impact to system or aircraft. I acted as acting lead we asked while motivating the work force.

April 1996 to TIMCO, Greensboro, NC April 1997 Aircraft Technician Maintained scheduled or non scheduled maintenance assigned. Tasked with many

complex repairs to aircraft assigned. Working on the Northwest line, was tasked with fabrication of flight control cables, removal and reinstallation and rig the aircraft all with zero defect on test flight.

July 1992 to Federal Express, Japan April 1996 Aircraft Line Technician (Contract) Maintained scheduled and non scheduled maintenance on aircraft types as B747,

DC-10, MD-11, DC-8, B757, and L1011. July 1990 to Northwest Airlines, Japan April 1996 Aircraft Line Technician (Contract) Maintained scheduled and non scheduled maintenance on aircraft types as B747,

DC-10, MD-11, DC-8, B757, and L1011. Ensured the aircraft technical library and stockroom was audited, and tooling calibration was up to date.

Nov 1989 to Destin Airport, Florida July 1992 Aircraft Technician Responsible for all line maintenance repairs and structural repairs to assigned

aircraft. Aircraft type would include but not limited to B727, DC-10, MD-80, and ATR-72

Jan 1988 to United States Air force Jan 1992 Aircraft Technician Crew Chief/aircraft technician responsible for multiple repairs to expedite tactical

aircraft to ensure mission success. Experienced and trained on multiple Pratt&Whitney, General Electric turbo fan and turbo jet engines. Honorable Discharge.

Education: Bachelor of Science in Management, Embry-Riddle Aeronautical University University of Maryland undergraduate Graduation from Paul V. Moore High School, Central Square NY Aircraft Accident Investigative Training for the NTSB for Aircraft Recovery Aircraft Recovery Process Training, RESQTEC and IATP IATA and ARTF (Aircraft Recovery Task Force) member for the IATP Lean: L1 and L2 completion and Green Belt Certification. Lean Books completed: The Goal, Creating a Lean Culture, Getting the Right Things Done. Laws Of Leadership, Getting To Yes, Managing By Values. ART of War, High-Velocity Culture Change. Walk awhile in my shoes.

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Attachment G

Response to §204.3(g):

A list of all persons having a substantial interest in the applicant Below please find brief bios on all of the persons that have an interest greater than 10 percent in the Applicant through their ownership of the Applicant’s parent company JetSuite, Inc. or, in the case of Sheldon Stone, through ownership in JetSuiteX, Inc. Please see Attachments G-1 and G-2 for the resumes and DOT questionnaires for all persons with substantial interest in the Applicant, including all past roles at air carriers and current and prior ownership in air carriers. Tony Hsieh, CEO, Zappos.com, Inc. 400 Stewart Ave Las Vegas, NV 89101 No of Units held in Applicant: 0 Citizenship: USA Attachment G-1

In 1999, at the age of 24, Tony sold LinkExchange, the company he co-founded, to Microsoft for $265 million. He is a U.S. citizen. He then joined Zappos.com as an advisor and investor, and eventually became CEO, where he helped grow the company from almost no sales to over $1 billion in gross merchandise sales annually, while simultaneously making Fortune Magazine’s annual ‘Best Companies to Work For’ list. In November 2009, Zappos.com, Inc. was acquired by Amazon.com in a deal valued at $1.2 billion on the day of closing. Tony is the best-selling author of Delivering Happiness and is currently leading the charge to reinvent downtown Las Vegas. Tony is also a General Partner in Vegas Tech Fund, which has a minority investment in Surf Air, which also operates scheduled service single engine turbo prop aircraft in the Southwestern United States.

Mr. Hsieh has provided a questionnaire addressing the requirements of the Part 204.3 of the Department’s of Regulations.

Art Samberg 77 Bedford Rd. Katonah, NY 10536 No of Units held in Applicant: 0 Citizenship: USA Attachment G-2 Art Samberg holds a S.B. (Aeronautics and Astronautics) from Massachusetts Institute of Technology, where he is a Life Member of the MIT Corporation, and a Member of the MIT Executive Committee. He is a U.S. citizen. For five years he served as Chairman of the MIT Investment Management Company and currently sits on the Board of Advisors of the MIT Energy Initiative. Mr. Samberg earned his M.S. (Aeronautics and Astronautics) from Stanford

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University and M.B.A. from Columbia University, where he is Co-Chair of the Board of Overseers of the Business School. The son of an electrician, Mr. Samberg served as an engineer in the aeronautics industry before working in finance. Specifically, during the early to mid-1960s, Mr. Samberg worked as an Aerospace Engineer at the Lockheed Missile and Space Company in the San Francisco Bay Area. Mr. Samberg began his career in the investment industry as a Security Analyst at Kidder Peabody & Co. in New York City. There, he developed reports with recommendations to buy, sell, and hold securities, focusing on firms in the aeronautics and defense electronics industries. After spending twenty years on Wall Street following technology stocks Art Samberg founded Pequot Partners in 1986, when there were fewer than fifty hedge funds in existence. From an initial $3 million the fund complex grew to over $17 billion in 2000, making it the largest hedge fund in the world. Art closed Pequot in 2009 and established Hawkes Financial Services, a family office whose primary vehicle, Acadia Woods Partners, LLC (“Acadia Woods”), invests predominantly in technology based start-ups. He is a board member of Tri Alpha Energy and Chairman of JetSuite. He serves on the Executive Committee of his alma mater, MIT, and also of the New York Presbyterian Hospital. Art serves as Co-chair of Columbia Business School as well as on the boards of a number of not-for-profit organizations.

Mr. Samburg has provided a questionnaire addressing the requirements of the Part 204.3

of the Department’s of Regulations. Mr. Samberg’s substantial interest in the Applicant is held through the stake in JetSuite, Inc. held by members of Art Samberg’s immediate family, trusts created for their benefit and Acadia Woods. As stated in their respective questionnaires, all members of Mr. Samberg’s immediate family are U.S. citizens. Each trust holding shares of JetSuite, Inc. is organized under the laws of the United States, and the trustee of each trust is a U.S. citizen. Acadia Woods, a limited liability company organized under the laws of the state of Delaware, is 100 percent owned by Mr. Samberg, the members of his immediate family and the trusts created for their benefit.

Attachment G-1

Tony Hsieh Questionnaire

Tony Hsieh 400 Stewart Ave Las Vegas, NV 89101

EDUCATION Bachelor of Science Computer Science 1995 Harvard University

EXPERIENCE CEO, Zappos 1999-Present

Online shoe and clothing shop Co-founder, Venture Frogs 1998-1999 Investment Firm CEO, LinkExchange 1996-1998 Online advertising Network Computer Programmer, Oracle Corporation 1995-1996 Computer Technology

Attachment G-2

Samberg Family Entities Questionnaires

DEPARTMENT OF TRANSPORTATION INDIVIDUAL QUESTIONNAIRE

JetSuite, Inc.

Key personnel include Directors, President, Chief Executive Officer, Chief Operating Officer, all Vice Presidents, the Director and Supervisor of Operations, Safety, Maintenance and Finance, Chief Pilot and Chief Inspector.

In answering these questions a “substantial interest” is defined as the beneficial control of 10% or more of the outstanding voting stock.

For each key person listed above, please state:

1. Your name and address: Joseph Samberg77 Bedford Road Katonah, New York 10536

2. Please provide a detailed resume setting forth your experience. The resumeshould have no gaps in time between jobs or should explain your activities(consultant, etc.) during the gaps.

3. The number of shares of stock held by you. : 104,167

4. The citizenship and principal business of any person for whose account, ifother than you individually, you hold:

5. Your citizenship: United States of America

6. Please state the officerships, directorships, shares of stock (if 10% or more)of the total voting stock outstanding and other interests you hold, or haveheld, (include the information for any person you may represent) in anyair carrier, foreign air carrier, common carrier, persons substantiallyengaged in the business of aeronautics or persons whose principal business(in purpose or in fact) is the holding of stock in or control of any air carrier,common carrier, or persons substantially engaged in the business ofaeronautics: None

7. If you are related by blood or marriage to any key personnel or a personholding a substantial interest, please state that relationship: N/A

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8. Please list all actions and outstanding judgments of more than $5,000 againstyou or any person you represent and the amount of each such judgment, theparty to whom it is payable and how long it has been outstanding: : N/A

9. Please list the number of actions and outstanding judgments of less than$5,000 against you or any person you represent and the total amount owedon each such judgment: : N/A

10. Please list all pending investigations, enforcement actions or formalcomplaints filed by the Department of Transportation, including the FAA,involving you, any person you may represent regarding compliance with theFederal Aviation Act or orders, rules, regulations or requirements issuedpursuant to the statute and any corrective actions taken: : N/A

11. Please provide a description of all charges of unfair, deceptive oranticompetitive business practices or of fraud, felony or antitrust violationsbrought against you or any person you represent, in the past ten (10) years.The description should include the disposition and current status of eachsuch proceeding. : N/A

12. Please describe any aircraft accident or incidents experienced by you, anyperson you represent (individually), which occurred during the yearpreceding the date of the application or at any time in the past which remainsunder investigation by the FAA, the NTSB, or by any other entity. Includethe date of the occurrence, the type of flight, the number of passengers andcrew on board and an enumeration of injuries or fatalities, and a descriptionof the damage to the aircraft. Provide the FAA and NTSB file numbers andthe status of the investigations, including enforcement actions initiatedagainst the carrier and/or you. Also include any positive actions taken toprevent an occurrence of similar events. : N/A

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BY: Joseph Samberg

Signed __________________________

Name: Joseph SambergTitle:

Dated: 9/25/15


JetSuite, Inc.




1. Your name and address: Jeffrey Samberg 2013 Jetsuite, LLC GRAT 77 Bedford Road Katonah, NY 10536



4. The citizenship and principal business of any person for whose account, ifother than you individually, you hold: United States of America, New York




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BY: Jeffrey Samberg 2013 Jetsuite, LLC GRAT

Signed __________________________ Name: Amy M. Jennings Title: Trustee Dated: 9/25/15


JetSuite, Inc.




1. Your name and address: Jeffrey Samberg Amended and Restated Revocable Trust77 Bedford Road Katonah, New York 10536







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BY: Jeffrey Samberg Amended and Restated Revocable Trust

Signed __________________________

Name: Jeffrey SambergTitle: Trustee and GrantorDated: 9/25/15


JetSuite, Inc.




1. Your name and address: Joseph Samberg 2013 Pooled GRAT II 77 Bedford Road Katonah, NY 10536


3. The number of shares of stock held by you. 52,083





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BY: Joseph Samberg 2013 Pooled GRAT II

Signed __________________________ Name: Amy M. Jennings Title: Trustee Dated: 9/25/15


JetSuite, Inc.




1. Your name and address: Laura Samberg Faino 2013 Pooled GRAT II 77 Bedford Road Katonah, NY 10536


3. The number of shares of stock held by you. 52,083





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BY: Laura Samberg Faino 2013 Pooled GRAT II

Signed __________________________ Name: Susan R. Podolsky Title: Trustee Dated: 9/25/15

DEPARTMENT OF TRANSPORTATION

INDIVIDUAL QUESTIONNAIRE

JetSuite, Inc.


In answering these questions a "substantial interest" is defined as the beneficial control of 10% or more of the outstanding voting stock.


1. Your name and address:Acadia Woods Partners, LLC

77 Bedford Rd.

Katonah, NY I 0536


3. The number of shares of stock held by you.

300,869 shares or 12.94%


5. Your citizenship: USA


1. If you are related by blood or marriage to any key personlel or a person

holding a substantial interest, please state that relationship:

8, Please list all actions and outstandiDg iudgments of more than $5'000 against

you or any p€rson you represcnt and the amount of each such judgment' the

party to whom it is payable and how long it has been outstanding:

9. Please list the number of actions and outstanding judgments of I€ss thaD

$5'000 against you or any person you represent and thc total amount owed

on each such judgment:

Pleasc list all pending investigations, enforcement actions or- formal

complaints filed iy the bepartment of Transportation, including the. FAA'

invoiving you, any porson you may represent regarding compliance with thc

n.O"r"l1'ti"iion" ect or ordcrs, rules, regulations or requiremcnts issued

Dursuant to the statute and alry correctiYe actions taken:

Please providc a description of all chargcs of unfair, deceptive. or

anticompetitive business praclices or of fraud, felony or antitrust violations

broughiagainst you or any person you reprcsent, in the past ten (10) years'

fft" 'O"r""iption "tttould

include the disposition and current status of each

such proceeding.

10.

I l .

12. Please describe any aircraft accident or incidents experienc€d by you' any

oerson vou rerrresent (individually), which occurred during the year'oreceaine

the aatc of the application or at any time in the pa$t which redains

iroa". ini.rtigution ty ttre iral, the NTSB, or by any other entity' Includ€

the date of the o""n.""n"a, the type of flight, the number of passengers and

crew on board and an enumeration of iniuries or fatalities' and a descrtptlon

"fin" A^-"g"," tn" aircraft. Provide the FAA and NTSB file numbers and

;;;;,* if the investigations, inctuding enforcement actions initiated

against the carrier and/oi you' Also include any positive actioos taken to

prevent an occurrence of similar events'

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None

None

None

None

None

None

Signed

Dated

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JetSuite, Inc.




1. Your name and address: Laura Samberg Faino 77 Bedford Road Katonah, NY 10536







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BY: Laura Samberg Faino

Signed __________________________

Name: Laura Samberg FainoTitle:

Dated: 9/25/15

Arthur J. Samberg

Art Samberg is Manager of Hawkes Financial LLC and a Member of Acadia Woods Partners, LLC, which are family entities involved in the financial industry, with an emphasis on technology based venture capital. Art is Chairman of the Board of JetSuite, LLC, and Tri Alpha Energy, Inc., where he also serves on the Executive Committee. He is on the Board of Confluent Development, Levant Power Corporation, OpenMobile, and Symbolic IO, Corporation.

Art holds a S.B. from Massachusetts Institute of Technology, where he is a Life Member of the MIT Corporation, and a Member of MIT Executive Committee. For five years he served as Chairman of the MIT Investment Management Company and currently sits on the Board of Advisor of the MIT Energy Initiative. Mr. Samberg earned his M.S. from Stanford University and M.B.A. from Columbia University, where he is Co-Chair of the Board of Overseers of the Business School.

He also serves on the Board of Trustees and Executive and Investment Committees of NewYork-Presbyterian Hospital, the Board of Directors of Jazz at Lincoln Center, New York Genome Center, and served as the Chairman of the Jacob Burns Film Center where he is currently Chairman Emeritus. Other philanthropic affiliations include: the Board of College Summit; and the Children’s Advisory Council at NewYork-Presbyterian Morgan Stanley Children’s Hospital. He is a former Board member of National Board of Directors of the Network for Teaching Entrepreneurship, and Historic Hudson Valley; and past Senior Chair, Wall Street & Financial Services Division of UJA, and Member of the Campaign Steering Committee for Children's Hospital of NewYork-Presbyterian.

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Attachment H:

Response to §204.3(h):

A list of the Applicant's subsidiaries, if any, including a description of each subsidiary's principal business and relationship to the Applicant. The Applicant has no divisions or subsidiaries.

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Attachment I:

Response to §204.3(i):

A list of the applicant's shares of stock in, or control of, any air carrier, foreign air carrier, common carrier, or person substantially engaged in the business of aeronautics. The Applicant owns no stock in, or control of, any air carrier or person engaged in the business of aeronautics.

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Attachment J:

Response to §204.3(j):

To the extent any relevant corporation has been engaged in any business prior to the filing of the application, each applicant shall provide:

(1) Copies of the 10K Annual Reports filed in the past 3 years by any relevant corporation required to file such reports with the Securities and Exchange Commission, and (2) Copies of recently filed 10Q Quarterly Reports, as necessary, in order to show the financial condition and results of operations of the enterprise current to within 3 months of the date of the filing of the application.

Neither Delux nor any relevant corporation submits reports to the Securities and Exchange Commission.

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Attachment K:

Response to §204.3(k):

If 10K Reports are not filed with the Securities and Exchange Commission, the following, for the 3 most recent calendar or fiscal years, reflecting the financial condition and results of operations of the enterprise current to within 3 months of the date of the filing of the application:

(1) The Balance Sheet of each relevant corporation;

(2) The Income Statement of each relevant corporation;

(3) All footnotes applicable to the financial statements, including:

(i) A statement as to whether the documents were prepared in accordance with Generally Accepted Accounting Principles, and

(ii) A description of the significant accounting policies of each relevant

corporation, such as for depreciation, amortization of intangibles, overhauls, unearned revenues, and cost capitalization;

(4) A statement of significant events occurring subsequent to the most recent

Balance Sheet date for each relevant corporation; and (5) A statement identifying the person who has prepared the financial statements,

his or her accounting qualifications, and any affiliation he or she has with the applicant.

JetSuite, Inc. Unconsolidated Financial Statements

A statement as to where the documents were prepared in accordance with Generally Accepted Accounting Principles: The unconsolidated financial statements of JetSuite, Inc. were prepared in accordance with accounting principles generally accepted in the United States of America. A description of the significate accounting policies of each relevant corporation, such as for depreciation, amortization of intangibles, overhauls, unearned revenues, and cost capitalization:

Use of Estimates: The preparation of the unconsolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ materially from those estimates.

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Cash: JetSuite, Inc. considers highly liquid investments with original maturities of three months or less when purchased to be cash.

Intangible Asset: Investment in Superior Air Charter, LLC is comprised of a Part 135 Air Carrier Certificate. The certificate has an indefinite life and is assessed annually for impairment. No amortization expense or impairment has been recorded.

Revenue Recognition: JetSuite, Inc. leases aircraft equipment under operating leases and

recognizes rental income on a straight-line basis over the life of the lease. Rental payments received but unearned, if any, are recorded as deferred revenue on the balance sheet.

Cost Capitalization & Depreciation: A tangible property that has an economic useful life of at least three years and acquired for a cost of more than $2,500 is capitalized. Capital assets are reported at historical cost. The cost of a capital asset includes ancillary charges necessary to place the asset into its intended condition for use, major additions and modifications. New aircraft are depreciated on a straight line basis over a 30 year life. At the time an aircraft is retired or sold, the cost and accumulated depreciation are removed from the related accounts and the difference, net of proceeds, is recorded as a gain or loss.

A statement of significant events occurring subsequent to the most recent Balance Sheet date for each relevant corporation:

Management has evaluated subsequent events from the balance sheet date through September 30, 2015, the date at which the financial statements were available to be issued, and determined that there are no other items requiring disclosure. A statement identifying the person who has prepared the financial statements, his or her accounting qualifications, and any affiliation he or she has with the applicant: The unconsolidated financial statements of JetSuite, Inc. were prepared by JetSuite, Inc.’s Controller, Frank Delossantos, a CPA with an active license in California.

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JetSuite, Inc. Unconsolidated Balance Sheets

JetSuite, Inc.Unconsolidated Balance Sheets

12/31/2012 12/31/2013 12/31/2014 7/31/2015Current Assets

Cash 6,300,662$ 5,465,874$ 4,823,688$ 5,959,975$ Miscellaneous Receivable - - 3,000,567 - Total Current Assets 6,300,662 5,465,874 7,824,255 5,959,975

Property and Equipment

Property and Equipment, Gross 28,288,577 28,835,809 25,708,150 25,708,150 Accumulated Depreciation (2,002,450) (2,946,126) (3,497,115) (4,001,068) Total Property and Equipment, Net 26,286,127 25,889,683 22,211,035 21,707,082

Other Assets

Aircraft Purchase Deposits 350,000 350,000 1,350,000 1,350,000 Related Party Receivable - Superior Air Charter LLC 5,745,800 5,438,856 5,699,223 5,927,509 Related Party Receivable - JS CJ3 LLC 2,139,972 2,986,460 4,679,408 5,894,847 Investment in Superior Air Charter LLC 220,329 220,329 220,329 220,329 Investment in JS CJ3 LLC 100 100 100 100 Total Other Assets 8,456,201 8,995,745 11,949,060 13,392,785

Total Assets 41,042,990 40,351,302 41,984,350 41,059,842

Current Liabilities

Current Maturities of Long-Term Debt 1,952,608 2,047,448 2,195,458 2,058,787 Subordinated Debt 2,000,000 - - - Accrued Liabilities 1,042 1,042 1,042 - Accrued Interest 289,120 80,610 87,212 86,976 Notes Payable - ST 109,375 109,375 109,375 109,375 Total Current Liabilities 4,352,145 2,238,475 2,393,087 2,255,138

Noncurrent Liabilities

Long-term Debt 16,348,555 14,301,107 12,105,650 9,559,350 Total Noncurrent Liabilities 16,348,555 14,301,107 12,105,650 9,559,350

Stockholders' Equity

Series A Preferred Shares 2,865,658 2,865,658 2,865,658 2,865,658 Series B Preferred Shares 6,727,477 6,727,477 6,727,477 6,727,477 Series C Preferred Shares 5,393,867 5,393,867 5,393,867 5,393,867 Restricted Shares 41,204 52,636 89,098 89,098 Retained Earnings 2,719,692 5,314,085 8,772,082 12,409,513 Current Year Income 2,594,392 3,457,997 3,637,431 1,759,741 Total Stockholders' Equity 20,342,290 23,811,720 27,485,613 29,245,354

Total Liabilities and Stockholders' Equity 41,042,990 40,351,302 41,984,350 41,059,842

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Financial Statements for Delux Public Charter, LLC Delux Public Charter is a newly formed limited liability company that has not commenced flight

operations. As of the date of this application, there has not been substantial business activity at Delux Public Charter. Therefore, the only financial statements Delux is providing for the Applicant is the bank statement indicating the company has sufficient funds to start operations and forecast financial statements.

Financial Statements for JetSuiteX, Inc. JetSuiteX is a newly formed "C" corporation that has placed an order for ten EMB-135 aircraft.

As of the date of this application, there has not been substantial business activity at JetSuiteX as no aircraft are forecast to be delivered until January 2016 and all deposits for the first three aircraft were paid prior to the formation of JetSuiteX. Therefore, there are no historical financial statements for JetSuiteX.

JetSuite, Inc.Unconsolidated Income Statements

2012 2013 2014 2015 July YTD

Revenue - Aircraft Lease 4,825,000 5,545,500 5,248,500 2,680,500

Expenses

Interest - Aircraft 1,120,364 1,001,444 877,482 413,770 Interest - Other 165,994 130,951 5,879 4,079 Depreciation - Aircraft 923,279 943,676 968,953 503,952 Stock-based Compensation 13,459 11,432 43,084 -

Other 7,512 - - (1,042) Total Expenses 2,230,608 2,087,503 1,895,398 920,759 Income from Operations 2,594,392 3,457,997 3,353,102 1,759,741

Income - Gain on Damaged Aircraft Disposal - - 288,152 - Income Before Taxes 2,594,392 3,457,997 3,641,254 1,759,741

Income Tax (3,823) Net income 2,594,392 3,457,997 3,637,431 1,759,741

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Attachment L:

Response to §204.3(l):

A list of all actions and outstanding judgments for more than $5,000 against any relevant corporation, key personnel employed (or to be employed) by any relevant corporation, or person having a substantial interest in any relevant corporation, including the amount of each judgment, the party to whom it is payable, and how long it has been outstanding: There are no actions and outstanding judgments for more than $5,000 against any relevant corporation. Please see attached key personnel and substantial owner questionnaires for their individual responses.

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Attachment M:

Response to §204.3(m):

The number of actions and outstanding judgments of less than $5,000 against each relevant corporation, key personnel employed (or to be employed) by any relevant corporation, or person having a substantial interest in any relevant corporation, and the total amount owed by each on such judgments: There are no actions and outstanding judgments for less than $5,000 against any relevant corporation. Please see attached key personnel and substantial owner questionnaires for their individual responses.

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Attachment N:

Response to §204.3(n):

A description of the Applicant's fleet of aircraft:

(1) The number of each type of aircraft owned, leased and to be purchased or leased;

(2) Applicant's plans, including financing plans, for the purchase or lease of additional aircraft:

JetSuiteX has signed a purchase agreement with Embraer to acquire ten 30-seat Embraer EMB-135s. The EMB-135 aircraft are facing an early retirement from regional airline fleets due to changes in airline pilot scope clauses enabling regional carriers to fly larger airplanes. The aircraft JetSuiteX will purchase entered into service in the early 2000s and have approximately 40,000 cycles (or 20 years of flying) of useful life remaining. JetSuiteX has negotiated a purchase price that includes refurbishing the aircraft to a "private jet like" interior including adding Wi-Fi and in-seat power, removing overhead bins, replacing sidewalls, upgrading

Make & Serial No. Aircraft Type Capacity Financing In Service DateDelux Charter

Usage

EMB-135LR-145264 Embraer EMB-135LRShort-term

Aircraft LeaseOctober 2015 Certification

Public Charter

Private Charter

Public Charter

Public Charter

Public Charter

Public Charter

Public Charter

"Hot Spare", Public Charter

Public Charter

Private Charter

EMB-135LR-145173 Embraer EMB-135LR Aircraft Mortgage February 2016

EMB-135LR-145184 Embraer EMB-135LR Aircraft Mortgage March 2016

EMB-135LR-145194 Embraer EMB-135LR Aircraft Mortgage June 2016

EMB-135LR-145211 Embraer EMB-135LR Aircraft Mortgage September 2016

EMB-135LR-145235 Embraer EMB-135LR Aircraft Mortgage November 2016

EMB-135LR-145275 Embraer EMB-135LR Aircraft Mortgage December 2016

EMB-135LR-145276 Embraer EMB-135LR Aircraft Mortgage By end of 2017

Embraer EMB-135LR Aircraft Mortgage By end of 2017



30 Passengers

30 Passengers

30 Passengers

30 Passengers

30 Passengers

30 Passengers

30 Passengers

30 Passengers

30 Passengers

30 Passengers

30 Passengers

EMB-135LR-145314

CONFIDENTIAL MATERIALS RULE 12 TREATMENT REQUESTED

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lavatories, stripping and painting the exterior, upgrading interior surfaces and seats among other improvements.

There are no additional pre-delivery deposits or down payments due on the first three EMB-135 aircraft that will be delivered to JetSuiteX and leased to the Applicant for use in public charter operations. The fourth aircraft that will be leased in December 2016 to the Applicant for public charter operations requires an additional deposit of $290,000 during the first year of the Applicant’s operations. The aircraft are being financed using traditional aircraft mortgages.

Delux Public Charter will lease six, 30-seat EMB-135s during the first year of operations from JetSuiteX. Four of the aircraft will be used for public charter in compliance with 14 CFR Part 380 and two will be for private, pure on-demand charter. Of the four aircraft, Delux will utilize one as a “hot spare” to minimize service interruptions to Delux’s passengers during the critical first year of operations.

In October 2015 Delux will lease one EMB-135 from Embraer for proving runs and validation flights in order to obtain its Part 135 Air Carrier Certificate.

(3) A sworn affidavit stating that each aircraft owned or leased has been certified by the FAA and currently complies with all FAA safety standards:

Delux Public Charter, LLC has not yet been certified as a Part 135 Air Carrier, nor have any leased or owned aircraft been delivered, but it has provided an affidavit stating that each aircraft to be leased or owned by the Applicant will be certified by the FAA and comply with all FAA safety standards.

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Attachment O:

Response to §204.3(o):

A description of the current status of all pending investigations, enforcement actions, and formal complaints filed by the Department, including the FAA, involving the applicant or any relevant corporation, any personnel employed (or to be employed) by any relevant corporation or person having a substantial interest in any relevant corporation, regarding compliance with the Statute or orders, rules, regulations, or requirements issued pursuant to the Statute, and any corrective actions taken: Delux Public Charter, LLC nor its parent company has any pending investigations, enforcement actions or formal complaints filed by the Department, including the FAA, regarding compliance with the Statute or orders, rules, regulations, or requirements issued pursuant to the Statute. Please see Attachments F and G for the responses with respect to key personnel and persons holding a substantial interest in the Applicant.

1

Attachment P:

Response to §204.3(p): A description of all charges of unfair or deceptive or anticompetitive business practices, or of fraud, felony or antitrust violation, brought against any relevant corporation or person having a substantial interest in any relevant corporation, or member of the key personnel employed (or to be employed) by any relevant corporation in the past 10 years. Such descriptions shall include the disposition or current status of each such proceeding: Delux Public Charter, LLC nor any relevant corporation has any charges of unfair or deceptive or anticompetitive business practices, or of fraud, felony or antitrust violation, brought against them in the past 10 years. Please see Attachments F and G for the responses with respect to key personnel and persons holding a substantial interest in the Applicant.

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Attachment Q:

Response to §204.3(q): A description of any aircraft accidents or incidents (as defined in the National Transportation Safety Board Regulations, 49 CFR 830.2) experienced by the applicant, its personnel, or any relevant corporation, which occurred either during the year preceding the date of application or at any time in the past and which remain under investigation by the FAA, the NTSB, or by the company itself, including: There are no accidents or incidents involving the Applicant. Although not necessarily required by this application, Applicant wishes to disclose the following incidents, resulting in no injuries:

1) A Superior Air Charter1 Cessna Citation Jet, registered as N784JS, was parked outside an FBO in Teterboro, NJ on May 3, 2015. The FBO ground crew caused the nose gear to collapse while attempting to tow the aircraft to a different location. No crew or passengers were aboard at the time. The NTSB was interested in determining the "fracture mode of the nose gear" and ensuring that the approved part met the "material properties of the specifications". Incident number ERA15IA206. 2) On November 21, 2014 a Superior Air Charter Embraer Phenom 100, registered as N584JS, was flying a Part 91 reposition flight, with no passengers aboard, from HOU-SGR and had a runway excursion upon landing in SGR resulting in no injuries. The aircraft was declared a total loss by the insurance provider and the NTSB investigation is still ongoing. Incident number CEN15FA057. Superior Air Charter has taken multiple steps to mitigate wet runway landing risks, and the pilots involved in the event are no longer employed by Superior Air Charter or any of its affiliates.

1 Superior Air Charter, LLC (“Superior Air Charter”) is a part 135 operator that is managed by Messrs. Wilcox, Rabin and Coulter.

1

Attachment R:

Response to §204.3(r): A brief narrative history of the applicant.

The Applicant provided a narrative history in the main text of the application.

1

Attachment S:

Response to §204.3(s): A description of all Federal, State and foreign authority under which the applicant has conducted or is conducting transportation operations, and the identity of the local FAA office and personnel responsible for processing an application for any additional FAA authority needed to conduct the proposed operations: Delux was formed with the purpose of obtaining 14 CFR Part 135 certification for operating 30-seat Embraer EMB-135 aircraft in public charter and on-demand service. Delux has no prior operating experience. The Applicant has filed its PASI and formal Application with the FAA in Rapid City, SD and expects to become a certified Part 135 air carrier during 2015. Rapid City FSDO Attn: Barry I. Dunmire Aviation Safety Inspector RAP FSDO 3501 5th ST Rapid City, SD 57701 Email: [email protected]


1

Attachment T

Response to §204.3(t): A summary of the service to be operated if the application is granted:

Normalization Period: Delux projects that each market will take 6 months to normalize. For routes less than 300 statute miles the load factor will grow from passengers) and RASM will increase from .

For markets greater than 300 statute miles the load factor will grow from

passengers) and RASM will increase from .

The proposed service will fly 36,000 passengers within the first year and will generate

approximately in revenue.

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6Load FactorTicket PriceRevenue/FlightRASM

Launch Assumptions for Markets < 300sm

Month 1 Month 2 Month 3 Month 4 Month 5 Month 6Load FactorTicket PriceRevenue/FlightRASM

Launch Assumptions for Markets > 300sm

Market # Start Date Market Distance(sm)ASM per

Flight Flight TimeFlights per

DayDays per

Week1 February 2016 226 6,794 0:38 4 M,W,Th,F,Su2 July 2016 234 7,024 0:39 4 M,Tu,W,Th,Fr3 December 2016 342 10,262 0:54 4 M,Tu,W,Th,Fr

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Passengers, Ticket Pricing and RASM: Key Public Charter Operating Metrics:

Ticket Fares and Pricing:

The cost to operate a one-hour flight is estimated at .1 At 30 seats sold, Delux's operating break-even fare would be . At a more realistic average of seats sold load factor), the break-even fare would be . At Delux’s target average fare of and load factor of at the operating margin is . Pre-operating Expenses:

Prior to launching the proposed service Delux plans to spend approximately $917,781 on

pre-operating expenses through January 2016.

Aircraft lease expense of $87,500 will cover the cost of a short term lease on EMB-135LR-145264 that will be used for training and certification.

Fuel & Other Flight Operations Expenses = (fuel) + (maintenance) + (Flight crew salary, training, overnights) + (landing, ramp and other fees)

1 Hourly operating cost = (total operating costs in first year) / (total flight hours in first year) Total operating costs = fuel + maintenance + flight crew salaries, training, and overnights + landing, ramp and other fees. Please see cost estimates description on the following pages.

Feb-16 to Apr-16 May-16 to Jul-16 Aug-16 to Oct-16 Nov-16 to Jan-17ASMRASMPassenger CarriedLoad FactorNumber of Flights 256 348 528 700Total Block Hours 214 292 446 639

Pre-operating ExpensesAircraft Lease Expense 87,500 Fuel & other flight operations expenses 278,733 Marketing and Sales 224,000 Overhead 144,048 Professional and other fees/expenses 64,250 Professional and other fees/expenses (already paid) 78,250 Miscellaneous prepaid expenses 41,000 Total Pre-Operating Expenses 917,781

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Delux will need to fly approximately 50 flight hours in the leased EMB-135 in support of obtaining its Part-135 operating certificate. During this time Delux will have two full-time captains, one of whom is the Chief Pilot.

Marketing and Sales = (marketing) + (sales, marketing & commissions)

Overhead = (executives and senior managers) + (MC, pilot chiefs & maintenance) + (finance, HR, IT)

Professional and other fees/expenses = (other)

Delux believes that it will spend nearly $142,500 in legal and consulting fees to obtain necessary government approvals.


4

Delux Public Charter, LLCIncome Statement

Feb-16 to Apr-16 May-16 to July-16 Aug-16 to Oct-16 Nov-16 to Jan-17Public Charter Revenue Aircraft Lease 48,000 288,000 384,000 432,000 Fuel 225,513 308,706 471,873 691,421 Maintenance 159,454 218,277 333,648 488,884 Flight crew salary, training, overnights 160,755 266,510 326,633 529,492 Landing, ramp and other fees 152,152 218,479 321,568 424,292 Income(loss) from flight operations

Non line-pilot salaries & commissionsGeneral & administrative employees 201,038 211,734 221,014 228,486 MC, pilot chiefs & maintenance 204,462 244,424 293,081 326,580 Sales, marketing & commissions 56,651 63,729 65,256 59,141

Marketing 200,000 70,894 92,458 129,450 Other 186,172 261,930 328,722 383,024 Total non-flight ops expenses 848,323 852,710 1,000,531 1,126,681

EBITDA

Income taxes - - - -

Net income

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5

Delux Public Charter, LLC Forecast Balance Sheet

Note: The related party payable is the transfer of funds from JetSuiteX, Inc. which raised the capital for

Delux to fund start-up operations. There are no financing costs related to this inter-company payable.

Cost Assumptions

Aircraft Lease:

• As described in Attachment N, Delux Public Charter will lease six 30-seat EMB-135s from JetSuiteX during the first year of operations. Four of these aircraft will be used for the proposed public charter operations. The forecasted lease payments will be sufficient to cover JetSuiteX’s cost of financing the aircraft.

Fuel: (estimated EMB-135 fuel burn) x (estimated Jet A price per gallon) x (total flight hours)

• Estimated EMB-135 fuel burn: 396 gallons per hour. This estimate is based on Delux’s forecasted average mission flight time. The burn includes block time and the auxiliary power unit ground time.

• Estimated Jet A price per gallon: $3.50. This estimate is based on current oil trends and volume discounts that Delux will receive at the proposed markets it will serve.

Maintenance: (hourly maintenance cost) x (total flight hours)

• Hourly maintenance cost: Hourly maintenance accrual that includes the negotiated power by the hour agreements for the airframe (Embraer), engines (Pratt and Whitney), cleaning, heavy maintenance checks and accrual for future refurbishment. This total will be approximately $980 per flight hour.

Delux Public Charter, LLCBalance Sheet

Apr-16 Jul-16 Oct-16 Jan-17Cash 3,175,706 2,859,967 2,696,439 2,845,979 Total Assets 3,175,706 2,859,967 2,696,439 2,845,979

Air Traffic Liability 163,273 343,907 376,964 520,706 Related Party Payable 4,508,150 4,508,150 4,508,150 4,508,150 Total Liabilities 4,671,423 4,852,057 4,885,114 5,028,856

Member Units 100 100 100 100 Retained Earnings (1,495,817) (1,992,190) (2,188,774) (2,182,977) Members' Equity (1,495,717) (1,992,090) (2,188,674) (2,182,877)

Total Liabilities and Members' Equity 3,175,706 2,859,967 2,696,439 2,845,979


6

Flight crew salary, training, overnights: Sum of flight crew salaries & benefits, flight crew travel and fight crew training Flight crew salaries & benefits: captain compensation + first officer compensation + flight attendant compensation

• Number of pilots per plane = 4 (2 Captain, 2 First Officer)2 • Number of flight attendants per plane = 2

Flight crew travel: (Fleet size next month) x (average days worked per pilot per month) x (pilots per plane) x (estimated travel cost per crew member per day)

• Average days worked per pilot per month = 17 • Travel cost per crew member per day = $30. Average cost for hotel, transportation and meal for

each crew member per day. Due to Delux’s proposed schedule, crews will return to their home base on almost all days worked.

Pilot training: Delux receives a small number of free familiarization events (training) per EMB-135 delivery. Subsequent training costs:

• Initial = $24,000 • Upgrade = $11,000 • Recurrent = $12,000 Delux will not have to begin recurrent training until October 2016 • 297 Recurrent = $3,600

Flight Attendant Training:

• Initial = $11,000 • Recurrent = $2,500. Delux will not have recurrent training until January 2017.

Landing, ramp and other fees: (landing and ramp fees) + (catering) + (wireless connectivity) + (maintenance, training & other aircraft expenses)

Landing and ramp fees: (average landing fees) x (flights per month)

• Average landing fees = $250/flight. Based off of facility, landing, ramp, and security fees charged by the airport and FBO.

Catering: (load factor) x (available seats) x (flights per month) x (catering cost per passenger)

• Load factor = Target load factor for each flight • Available seats = 30 seats • Flights per month = dependent on the flight schedule • Catering cost per passenger = $3.05

Maintenance, training, wifi services & other aircraft expenses: $18,000 per plane per month. Non-revenue generating flights and aviation related subscriptions.

2 Delux will not be hiring pilots, maintenance techs, or other office staff for the “hot spare” aircraft.

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7

Headcount Overview:

General & administrative employees = senior leadership, HR, and finance staff MC, pilot chiefs & maintenance = flight schedulers/coordinators, chief pilot, maintenance technicians and controllers Sales, marketing & commissions = sales representatives, marketing coordinators, and sales commissions

Marketing = All advertising and PR events. Four months after launch spend will slow to be 3% of gross revenue

Other = (IT) + (taxes and fees) + (office expenses and travel) + (professional fees and contractors)

• IT = Reservation system, website expenses, plus $300/employee per month • Office expenses and travel = $700 per employee per month (includes office space rental) • Professional Fees and Contractors = $17,500/month for the first year of operations

DOT Fitness Test

The 72,500 entry for “Aircraft Deposits” is one quarter of the $290,000 deposit due by JetSuiteX on the fourth EMB-135 to be delivered for public charter services. Delux currently has $4.43MM in available cash per the bank statement provided in Exhibit 8, which is $948,494 more than the total sum of Delux’s pre-operating expenses, aircraft deposits and one-quarter of the first year operating expenses as calculated in the table above.

Headcount

General & administrative employees 10

MC, pilot chiefs & maintenance 12

Sales, marketing & commissions 3

Delux pre-operating expenses (minus what's already paid) 839,531 Aircraft Deposits 72,500 1/4 of first year total operating expenses 2,569,475 Total capital required 3,481,506

1

Attachment U:

Response to §204.3(U):

Signed Counterpart of Agreement 18900 (OST Form 4523) as required by part 203 of this chapter: Please see attached OST Form 4523.

Exhibit 1

PreApplication Statement of Intent – Signed

Form Approved OMB No. 2120-0593

Expiration Date: 04/30/2018

0 PREAPPLICATION STATEMENT OF INTENT US Department of Transportation Federal Aviation Administration

aperwork Reduction Act Statement: A federal agency may not conduct or sponsor, and a person is not required to respond to, nor shall a person be subject to a penalty for failure to co~y with a f:ollection of information subject to the requirements of the Paperworl< Reduction Act unless that collection of information displays a currently valid OMB Control Number. The OMB Control Number for this nformation collection is 2120-0593. Public reporting for this collection of information is estimated to be approximately 96 hours per response, including the time for reviewing instructions, searching existing ~ala sources, gathering and maintaining the data needed, co1T4Jieting and reviewing the collection of information. All responses to this collection of information are mandatory per 14 CFR Part 119. Send Fomments regarding this burden estimate or any other aspect of this collection of information, induding suggestions for reducing this burden should be directed to the FAA at: 800 Independence Ave ~W. Wil§t\!DSI!QD Q~ ZQ~~j AU:n·JofQOiliilliQD QQJiggjQO QI~SI(i!D~ Qftht~r 8S~-11Q

Section 1A. To Be Completed By All Applicants

1. Name and mailing address of company 2. Address of principal base where operations will be conducted

(do not use post office box)

Delux Public Charter, LLC

22601 N. 17th Avenue, Suite 240 550N 5th Street, Suite 322

Phoenix, AZ. 85027 Rapid City, SD 57701

3. Proposed Start-up date 4. Requested three-letter company identifier in order of preference 01/15/2016 1. DLX 2.DEX 3. DUX

Company Email Address Doing Business As (DBA) [email protected] NA at this time

5. Management Personnel

Name (Last, first, middle) Title Telephone (including area code) and Email Address

Westbrook, Franklin E. Director of Operations 407-455-3671 [email protected]

Morrison, Jonathan E. Director of Maintenance 662-91 0-0646 [email protected]

Ventura, Robert J . Chief Pilot 562-810-2411

robert. [email protected]

Section 1 B. To Be Completed By Air Operators

6. Proposed type of operation (check as many as applicable)

IEJ Air Carrier Certificate 0Part121 IEJ Passengers and Cargo 0 Single Pilot Operator

0 Operating Certificate 0Part125 0Cargo0nly 0 Single Pilot-in-Command Operator

0 Part133 0Scheduled Operations O Basic Part 135 Operator Qg Part135 0 Nonscheduled Operations

Section 1C. To Be Completed By Air Agencies

7. Proposed type of agency and rating(s)

0 Part 145 Repair Station O Part 147 Maintenance Technical School

0 Domestic 0 Airframe 0Foreign 0New 0 Renew 0 Powerplant Osatellite 0 Both

0Airframe O Instrument

0 Powerplant OAccessory

OPropeller 0 Specialized Service

ORadio

Section 1 D. To Be Completed By Air Operators

8. Aircraft Data 9. Geographic area of Intended operations

Numbers and types of aircraft {Include Registration if available) Number of passenger seats or (by make, model, and series) cargo payload capacity Continental United States, Alaska, Mexico, and Canada

1- Embraer EMB-135LR, N716AE 30

FAA Form 8400-6 (03-15) Supersedes Previous Edition Page 1 Electronic Version

Section 1E. To Be Completed By All Applicants

10. Additional infonnation that provides a better understanding of the proposed operation or business (attach additional sheets, if necessary)

This will be an on-demand charter company utilizing aircraft with 1 0 or More passenger seats and operating within the Continental United States, Alaska, Mexico and Canada.

11. The statements and infonnation contained on this fonn denote an intent to apply for FAA certification.

Section 2. To Be Completed By FAA District Office

Received by (district office): Precertification Number

Date: uate ~,;ooromateo Wlm A .. ,.~~u

Remarks

FAA Form 8400-6 (03-15) Supersedes Previous Edmon Page2 Sectronic Version

Exhibit 2

Ownership Information

1

Exhibit 2: Corporate Structure and Ownership Details

Corporate Structure Overview

Note: For David Neeleman, Tony Hsieh, Samberg Family Entities and the Mgmt. Restricted Stock Pool, ownership in JetSuite, Inc. must be multiplied by 79.8% to calculate ownership in JetSuiteX, Inc.

The chart above depicts the ownership structure of the Applicant. This Exhibit will discuss the ownership, control and citizenship of the Applicant and its parent corporations. Information about the owners is provided in Attachments F and G. Delux Public Charter, LLC Delux Public Charter, LLC is organized under the laws of the State of Delaware and is a single member, wholly owned subsidiary of JetSuiteX, Inc. Delux was formed with the purpose of obtaining 14 CFR Part 135 certification for operating 30-seat Embraer EMB-135 aircraft in public charter and on-demand service. Delux has no prior operating experience although its leadership team has extensive Part 135 and 121 operating experience. The Applicant has filed its PASI (Exhibit 1) and formal Application with the FAA in Rapid City, SD, has been assigned Certificate Number 4DPA097O and scheduled proving runs, and expects to become a certified Part 135 air carrier later this year.

2

Types of applicant stock authorized and ownership/control of stock: The Applicant is an LLC and, as such, issues Units in lieu of stock. There are 100 Units outstanding that are all owned by the Applicant’s sole member JetSuiteX, Inc. The business and affairs of the Applicant are managed by its Board of Managers. JetSuiteX, Inc. as the sole member of the Applicant elected Alex Wilcox and Keith Rabin as the Applicant’s managers. The Delux Organizational Resolutions for authorization and the confirmation of the 100 outstanding Units and for the election of Mr. Wilcox and Mr. Rabin to the board of managers is attached as Exhibit 3. The Delux Public Charter, LLC Company Agreement is attached as Exhibit 4. The Applicant has no divisions or subsidiaries. JetSuiteX, Inc. (Parent company of Applicant) The name, address, and telephone number of the Applicant’s parent company:

JetSuiteX, Inc. 18952 MacArthur Blvd. Suite 200 Irvine, CA 92612 949 892-4321

The form of the Applicant’s parent company organization: JetSuiteX, Inc. is a “C” Corporation.

The State law(s) under which the Applicant’s parent company is organized: JetSuiteX is organized under the laws of the State of Delaware. The Certificate of Incorporation is attached as Exhibit 5-1 and the by-laws are attached as Exhibit 5-2. Statement provided by the Office of the Secretary of State, or other agent of the State in which the Applicant’s parent company is incorporated, certifying that the applicant corporation is in good standing: Please see Exhibit 6 for JetSuiteX, Inc.’s certificate of good standing.

A sworn affidavit stating that the Applicant’s parent company is a citizen of the United States: Please see Exhibit 7 for a sworn affidavit stating that the Applicant’s parent company is a citizen of the United States.

Types of stock authorized and ownership/control of stock:

3

There are currently 9,020,002 shares of stock issued and outstanding in JetSuiteX, Inc. All of the outstanding shares are common stock with one vote per share and no preferences or other special rights. The ownership of JetSuiteX, Inc. is detailed in the capitalization table below. All owners are U.S. citizens. DGN Corp., the corporation through which David Neeleman owns his interest in JetSuite, Inc., is a Utah corporation that is 100 percent owned and controlled by Mr. Neeleman.

JetSuiteX, Inc. Capitalization Table

JetSuiteX has raised $4.55 million in equity capital, which has been deposited into Delux’s bank account. See Exhibit 8 (account number redacted). This bank statement reflects a balance of $4.43 million. Delux has spent $119,250 on professional fees and miscellaneous prepaid expenses.

The capital was raised from Sheldon Stone and the 21 additional investors listed in the capitalization table above for JetSuiteX, Inc. This capital will support the Applicant’s start up and ongoing operations. All 22 investors have certified to JetSuiteX, Inc. that they are citizens of the United States.

The business and affairs of JetSuiteX, Inc. are managed and all corporate powers are exercised by or under the direction of the Board of Directors. The Directors are elected by the stockholders in an election held at JetSuiteX’s annual shareholder meeting with each share of common stock entitled to cast one vote. The Directors of JetSuiteX, Inc. are:

David Neeleman, Tony Hsieh, Art Samberg and Alex Wilcox

The JetSuiteX, Inc. Board of Directors elected the following officers to have general supervision, direction and control of the business under the supervision of the Board of Directors.

Alex Wilcox – Chief Executive Officer Keith Rabin – President, Chief Financial Officer and Secretary Brian Coulter – Vice President of Operations

Please see Exhibit 9 for details on Board Members and Board Election of the Officers.

Owner Shares PercentageSheldon Stone 600,000 6.7%21 Other Initial Investors1 1,220,002 13.5%DGN Corp (David Neeleman)2 387,181 4.3%Tony Hsieh2 2,473,643 27.4%Samberg Family Entities2 3,124,665 34.6%Officers and Directors3 1,214,511 13.5%

Total 9,020,002 100.0%1Each individual investor/entity owns <1.5%.2Shares owned via ownership in JetSuite, Inc.3Shares owned via ownership in JetSuite, Inc. All individuals own <5%.

4

JetSuiteX, Inc. has no divisions or subsidiaries other than Delux Public Charter, LLC.

JetSuite, Inc. (Parent Company of JetSuiteX, Inc. -- relevant corporation) The name, address, and telephone number of the relevant company:

JetSuite, Inc. 18952 MacArthur Blvd., Suite 200 Irvine, CA 92612 949 892-4321

The form of the relevant company’s organization:

JetSuite, Inc. is a “C” Corporation.

The State law(s) under which the relevant company is organized: JetSuite, Inc. is organized under the laws of the State of Delaware. JetSuite, Inc.’s certificate of incorporation is attached as Exhibit 10-1 and its by-laws are attached as Exhibit 10-2.

Statement provided by the Office of the Secretary of State, or other agent of the State in which the relevant company is incorporated, certifying that the applicant corporation is in good standing: Please see Exhibit 11 for JetSuite, Inc.’s certificate of good standing. A sworn affidavit stating that the relevant company is a citizen of the United States: Please see Exhibit 12 for a sworn affidavit stating that the Applicant’s parent company is a citizen of the United States. Types of stock authorized and ownership/control of stock: There are currently 2,324,492 shares of stock issued and outstanding in JetSuite, Inc. There are three Series of outstanding shares in JetSuite, Inc. as detailed in the capitalization table below.

5

JetSuite, Inc. Capitalization Table

Please see Art Samberg’s questionnaire (Attachment G-2) for an in depth review of the Samberg family entities. DGN Corp., the corporation through which David Neeleman owns his interest in JetSuite, Inc., is a Utah corporation that is 100 percent owned and controlled by Mr. Neeleman.

Description of ownership and control of JetSuite, Inc.: JetSuite’s Board of Directors is composed of its three largest investors and its CEO. The Board of Directors meets at least quarterly to review business performance and to set the direction of the business through board votes and standard Board practices. Certain significant transactions require more than a simple majority board vote and must have the written consent or affirmative vote of at least a majority of the Series A Preferred Stock shareholders, 75% of the outstanding shares of Series B Preferred Stock, and 75% of the company’s outstanding Series C Preferred Stock. These significant transactions include liquidating the company, amending the Certificate of Incorporation or Bylaws of the corporation, issuing stock, declaring dividends and entering into debt obligations of $100,000 or more.

Series A Preferred Shares Shares %Samberg Entities 625,000 26.9%David Neeleman (DGN Corp.) 125,000 5.4%Total Series A Preferred 750,000 32.3%

Series B Preferred SharesSamberg Entities 259,411 11.2%Tony Hsieh 466,940 20.1%Total Series B Preferred 726,352 31.2%

Series C Preferred SharesSamberg Entities 124,375 5.4%Tony Hsieh 331,666 14.3%Total Series C Preferred 456,040 19.6%

Mgmt. Pool (no individual with > 5% of outstanding shares)

Mgmt. Pool Restricted Stock GrantsAllocated 335,594 14.4%Unallocated 56,506 2.4%Total Restricted Stock Grants 392,100 16.9%

Total Shares 2,324,492 100.0%

6

Description of Economic Conditions of JetSuite, Inc. Stockholders: JetSuite’s four classes of stock have the economic terms described in the table below. Any payments made by the company must first be paid to the Series C Preferred Stockholders including dividends. After the Series C stockholders have been paid their preference and dividends, Series B preferred Stockholders must be paid their preference and dividends. After Series B preferred stockholders have been paid their preference and dividends, the Series A stockholders must be repaid an amount equal to their initial investment. Finally, any additional payments made by the company are to be shared pro-rata between Series A, B and C Preferred shareholders and common shareholders.

Class of Stock Preference Dividend

Series C Preferred Stock 1x 8% cumulative

Series B Preferred Stock 1x 8% cumulative

Series A Preferred Stock 1x None

Common Stock None None

1. In a liquidity event, the company must repay the investors in each series of stock an amount

equal to their initial investment. 2. In a liquidity event, 8% cumulative dividends must be repaid to the Series B and Series C

investors based on the initial amount invested and the duration of the investment prior to any other payments or dividends.

122177665

Exhibit 3

Delux Public Charter, LLC Organizational Resolutions

Exhibit 4

Delux Public Charter, LLC Agreement

Exhibit 5-1

JetSuiteX, Inc. Certificate of Incorporation

Exhibit 5-2

JetSuiteX, Inc. Bylaws

BYLAWS

OF

JETSUITEX, INC.

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TABLE OF CONTENTS

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ARTICLE I

CORPORATE OFFICES

1

1.01 Registered Office 1 1.02 Offices 1

ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.01 Place Of Meeting 1 2.02 Annual Meeting 1 2.03 Special Meeting 1 2.04 Notice Of Stockholders’ Meeting 2 2.05 Manner Of Giving Notice; Affidavit Of Notice 2 2.06 Quorum 2 2.07 Adjourned Meeting; Notice 2 2.08 Conduct Of Business 2 2.09 Voting 2 2.10 Waiver Of Notice 3 2.11 Stockholder Action By Written Consent Without A Meeting 3 2.12 Record Date For Stockholder Notice; Voting; Giving Consents 3 2.13 Proxies 4

ARTICLE III DIRECTORS 4 3.01 Powers 4 3.02 Number Of Directors 5 3.03 Election, Qualification And Term Of Office Of Directors 5 3.04 Resignation And Vacancies 5 3.05 Place Of Meetings; Meetings By Telephone 6 3.06 Regular Meetings 6 3.07 Special Meetings; Notice 6 3.08 Quorum 7 3.09 Waiver Of Notice 7 3.10 Board Action By Written Consent Without A Meeting 7 3.11 Fees And Compensation Of Directors 7 3.12 Approval Of Loans To Officers 8 3.13 Removal Of Directors 8 3.14 Chairman Of The Board of Directors 8

ARTICLE IV Committees 8 4.01 Committees Of Directors 8 4.02 Committee Minutes 9 4.03 Meetings and Actions of Committees 9

ARTICLE V OFFICERS 9 5.01 Officers 9 5.02 Appointment of Officers 9

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5.03

Subordinate Officers

9 5.04 Removal And Resignation Of Officers 10 5.05 Vacancies In Offices 10 5.06 Chief Executive Officer 10 5.07 President 10 5.08 Vice Presidents 11 5.09 Secretary 11 5.10 Chief Financial Officer 11 5.11 Representation Of Shares Of Other Corporations 12 5.12 Authority and Duties Of Officers 12

ARTICLE VI INDEMNIFICATION OF DIRECTORS AND OTHER PARTIES 12 6.01 Indemnification Of Directors And Officers 12 6.02 Indemnification Of Others 12 6.03 Payment Of Expenses In Advance 13 6.04 Indemnity Not Exclusive 13 6.05 Insurance 13 6.06 Conflicts 13

ARTICLE VII RECORDS AND REPORTS 14 7.01 Maintenance And Inspection Of Records 14 7.02 Inspection By Directors 14 7.03 Annual Statement To Stockholders 14

ARTICLE VIII GENERAL MATTERS 14 8.01 Checks 14 8.02 Execution Of Corporate Contracts And Instruments 15 8.03 Stock Certificates; Partly Paid Shares 15 8.04 Special Designation On Certificates 15 8.05 Lost Certificates 16 8.06 Construction; Definitions 16 8.07 Dividends 16 8.08 Fiscal Year 16 8.09 Seal 16 8.10 Transfer Of Stock 17 8.11 Stock Transfer Agreements 17 8.12 Registered Stockholders 17

ARTICLE IX AMENDMENTS 17

ARTICLE I CORPORATE OFFICES 1.01 Registered Office

The registered office of the corporation shall be in the City of Dover, County of Kent, State of Delaware. The name of the registered agent of the corporation at such location is Incorporating Services, Ltd.

1.02 Office

The Board of Directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II MEETINGS OF STOCKHOLDERS

2.01 Place Of Meeting

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the corporation.

2.02 Annual Meeting

The annual meeting of stockholders shall be held on such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors each year. At the meeting, directors shall be elected and any other proper business may be transacted.

2.03 Special Meeting

A special meeting of the stockholders may be called at any time by the Board of Directors, the chairman of the board, the president or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the president or the chairman of the board, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.04 and 2.05 of this Article 11, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty- five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.03 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders’ called by action of the Board of Directors may be held.

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2.04 Notice Of Stockholders’ Meeting All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.05 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.05 Manner Of Giving Notice; Affidavit Of Notice

Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.06 Quorum

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

2.07 Adjourned Meeting; Notice

When a meeting is adjourned to another time or place, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.08 Conduct Of Business

The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including the manner of voting and the conduct of business.

2.09 Voting

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these Bylaws, subject to the provisions of

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Sections 21.7 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder,

2.10 Waiver of Notice

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these Bylaws.

2.11 Stockholder Action By Written Consent Without A Meeting

Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation., or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is 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 at which all shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

Written consents representing actions taken by the stockholders may be executed by electronic mail or facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

2.12 Record Date For Stockholder Notice; Voting; Giving Consents

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board

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of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If the Board of Directors does not so fix a record date:

(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the corporation.

(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

2.13 Proxies

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware.

ARTICLE III DIRECTORS

3.01 Powers

Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

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3.02 Number Of Directors The authorized number of directors of the corporation shall be fixed from time to time by resolution of the Board of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before such director’s term of office expires.

3.03 Election, Qualification And Term Of Office Of Directors

Except as provided in Section 3.04 of these Bylaws, directors shall be, elected thereafter at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall bold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Elections of directors need not be by written ballot.

3.04 Resignation And Vacancies

Any director may resign at any time upon written notice to the attention of the Secretary of the corporation. For purposes hereof, a notice given by facsimile or electronic mail shall be deemed a written notice. The acceptance of the resignation shall not be necessary to make it effective. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

Unless otherwise provided in the certificate of incorporation or these Bylaws:

(a) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(b) Whenever the holders of any class or classes of stock or series thereof, are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an, election as provided in Section 211 of the General Corporation Law of Delaware.

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If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the right to vote for such directors summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.

3.05 Place Of Meetings; Meetings By Telephone

The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone, videoconference, online conference, or similar communications equipment by means of which all persons participating in the meeting can communicate with each other in real time, and such participation in a meeting shall constitute presence in person at the meeting.

3.06 Regular Meetings

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

3.07 Special Meetings; Notice

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors.

Notice of the time and place of special meetings shall, be delivered personally, by recognized overnight delivery service, by electronic mail, by telephone, or by first-class mail to each director at that director’s address, electronic mail address, or telephone number (as applicable) as it is shown in the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail, charges prepaid, at least four (4) days before the time of the balding of the meeting. If the notice is delivered personally, by overnight delivery service, by electronic mail, or by telephone it shall be delivered at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone, and any personal delivery or overnight delivery service delivery, may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

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3.08 Quorum At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of, a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal, of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.09 Waiver Of Notice

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall, constitute a waiver of notice of, such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so requited by the certificate of incorporation or these Bylaws.

3.10 Board Action By Written Consent Without A Meeting

Unless otherwise restricted by the certificate of incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee. Written consents representing actions taken by the board or committee may be executed by telex, telecopy, electronic mail, or other facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

3.11 Fees And Compensation Of Directors

Unless otherwise restricted by the certificate of incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

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3.12 Approval Of Loans To Officers The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

3.13 Removal Of Directors

Unless otherwise restricted by statute, by the certificate of incorporation or by these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that if the stockholders of the corporation are entitled to cumulative voting, if less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors unless such director has been removed for cause because he or she is deemed by a majority of the stockholders to be ineligible to serve as a director of the corporation, according to any criteria reasonably established by the stockholders in order to conform to applicable laws and regulations affecting the corporation’s business.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

3.14 Chairman Of The Board of Directors

The corporation may also have, at the discretion of the Board of Directors, a chairman of, the Board of Directors who shall not be considered an officer of the corporation.

ARTICLE IV COMMITTEES

4.01 Committees Of Directors

The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation, The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. ill the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have

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the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by this chapter to be submitted to stockholders for approval or (ii) adopting, amending or repeating any Bylaw of the corporation.

4.02 Committee Minutes

Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

4.03 Meetings and Actions of Committees

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Section 3.05 (place of meetings and meetings by telephone), Section 3.06 (regular meetings), Section 3.07 (special meetings and notice), Section 3.08 (quorum), Section 3.09 (waiver of notice), and Section 3.10 (action without a meeting) of these Bylaws, with such changes in the context of such provisions as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE V OFFICERS

5.01 Officers

The officers of the corporation shall include a chief executive officer, a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chief operating officer, a director of marketing or business development, one or more vice presidents, one or more assistant secretaries, a treasurer and one or more assistant treasurers, and any number of other officers, all as may be appointed in accordance with the provisions of Section 5.03 of these Bylaws. Any number of offices may be held by the same person.

5.02 Appointment of Officers

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.03 or 5.05 of these Bylaws, shall be appointed by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

5.03 Subordinate Officers

The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of

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whom shall hold office for such period, have such authority, and perform such duties-as are provided in these Bylaws or as the Board of Directors may from time to time determine.

5.04 Removal and Resignation Of Officers

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the attention of the Secretary of the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective provided, however, that in the event such resignation is not promptly accepted and the officer continues to serve in his or her official capacity beyond the effective date, such resignation shall be deemed ineffective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.05 Vacancies In Offices

Any vacancy occurring among the offices of chief executive officer, president, secretary, and chief financial officer shall be filled by the Board of Directors. Vacancies in other offices may be filled by the Board of Directors or, or by the chief executive officer or president if so empowered by the Board of Directors.

5.06 Chief Executive Officer

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if any, the chief executive officer of the corporation shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. He or she shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

5.07 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board (if any) or the chief executive officer, the president shall have general supervision, direction, and control of the business and other officers of the corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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5.08 Vice Presidents In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the president or the chairman of the board.

5.09 Secretary The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

5.10 Chief Financial Officer

The chief financial officer, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the fiends of the corporation as may be ordered by the Board of Directors, shall render to the president, the chief executive officer, or the directors, upon request, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

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5.11 Representation Of Shares Of Other Corporations The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board of Directors or the chief executive officer or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

5.12 Authority and Duties Of Officers

In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.

ARTICLE VI INDEMNIFICATION OF DIRECTORS AND OTHER PARTIES

6.01 Indemnification Of Directors And Officers

The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.01, a “director” or “officer” of the corporation includes any person (a) who is or, was a director or officer of the corporation, (b) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.02 Indemnification of Others The corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.02, an “employee’ or “agent” of, the corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the corporation, (b) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

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6.03 Payment Of Expenses In Advance Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.01 or for which indemnification is permitted pursuant to Section 6.02 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article Vl.

6.04 Indemnity Not Exclusive

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the certificate of incorporation.

Notwithstanding the foregoing, the indemnification provided by this Article VI may be limited by any exclusions or limitations in coverage that are made in any indemnification agreement or agreement containing similar terms between the indemnified party and the corporation. Such exclusions or limitations shall not be inferred, but must be set forth explicitly in the language of such agreement, in such a way that it is clear that they apply not only to the agreement but to these Bylaws or generally to such indemnification obligations as may be in place.

6.05 Insurance

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or, not the corporation would have the power to indemnify him or her against such, liability under the provisions of the General Corporation Law of Delaware. The failure of the corporation to provide insurance, or the denial of coverage by the applicable insurance company, shall not limit the corporation’s indemnification, obligations under Sections 6.01 through 6.04 of, these Bylaws.

6.06 Conflicts

No indemnification or advance shall be made -under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(a) That it would be inconsistent with a provision of the certificate of incorporation, these Bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

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(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE VII RECORDS AND REPORTS

7.01 Maintenance And Inspection Of Records

The corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books, and other records,

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for, business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

7.02 Inspection By Directors

Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts there from. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

7.03 Annual Statement To Stockholders

The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE VIII GENERAL MATTERS

8.01 Checks

From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

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8.02 Execution Of Corporate Contracts And Instruments The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.03 Stock Certificates; Partly Paid Shares

The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice- chairman of the Board of Directors, or the president or vice-president, and by the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if be or she were such officer, transfer agent or registrar at the date of issue.

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

8.04 Special Designation On Certificate If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section ~02 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish, without charge to each

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stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

8.05 Lost Certificates

Except as provided in this Section 8.05, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

8.06 Construction; Definitions

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

8.07 Dividends

The directors of the corporation, subject to any restrictions contained in (a) the General Corporation Law of Delaware or (b) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

8.08 Fiscal Year

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

8.09 Seal

The corporation may adopt a corporate seal, which may be altered at pleasure, and may use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

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8.10 Transfer Of Stock Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

8.11 Stock Transfer Agreements

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner riot prohibited by the General Corporation Law of Delaware.

8.12 Registered Stockholders

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX AMENDMENTS

The Bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal Bylaws.

Exhibit 6

JetSuiteX, Inc. Certificate of Good Standing

DelawareThe First State

Page 1

5757320 8300 Authentication: 10126206

SR# 20150255164 Date: 09‐24‐15You may verify this certificate online at corp.delaware.gov/authver.shtml

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY "JETSUITEX, INC." IS DULY INCORPORATED

UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD STANDING AND

HAS A LEGAL CORPORATE EXISTENCE SO FAR AS THE RECORDS OF THIS

OFFICE SHOW, AS OF THE TWENTY-FOURTH DAY OF SEPTEMBER, A.D. 2015.

AND I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL REPORTS HAVE

BEEN FILED TO DATE.

AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "JETSUITEX, INC."

WAS INCORPORATED ON THE FIRST DAY OF JUNE, A.D. 2015.

AND I DO HEREBY FURTHER CERTIFY THAT THE FRANCHISE TAXES HAVE

BEEN PAID TO DATE.

Exhibit 7

JetSuiteX, Inc. Affidavit

Exhibit 8

Delux Public Charter, LLC Bank Statement

Exhibit 9

JetSuiteX, Inc. Organization Minutes

Exhibit 10-1

JetSuite, Inc. Certificate of Incorporation

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shares of Common Stock may be increased or decreased (but not below the number of sharesthereof then outstanding) by (in addition to any vote of the holders of one or more series ofPreferred Stock that may be required by the terms of the Certificate of Incorporation) theaffirmative vote of the holders of shares of capital stock of the Corporation representing seventypercent (70%) of the votes represented by all outstanding shares of capital stock of theCorporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the GeneralCorporation Law.

B. PREFERRED STOCK

750,000 shares of the authorized and unissued Preferred Stock of the Corporation arehereby designated “Series A Preferred Stock” and 726,352 shares of the authorized andunissued Preferred Stock of the Corporation are hereby designated “Series B Preferred Stock”,each with the following respective rights, preferences, powers, privileges and restrictions,qualifications and limitations. Unless otherwise indicated, references to “Sections” or“Subsections” in this Part B of this Article Fourth refer to sections and subsections of Part B ofthis Article Fourth.

1. Dividends.

From and after the date of the issuance of any shares of Series B Preferred Stock,dividends at the rate per annum of $0.7712 per share shall accrue on such shares of Series BPreferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split,combination or other similar recapitalization with respect to the Series B Preferred Stock) (the“Accruing Dividends”). Accruing Dividends shall accrue from day to day, whether or notdeclared, and shall be cumulative; provided however, that except as set forth in the followingsentence of this Section 1 or in Subsection 2.1, such Accruing Dividends shall be payable onlywhen, as, and if declared by the Board of Directors and the Corporation shall be under noobligation to pay such Accruing Dividends. The Corporation shall not declare, pay or set asideany dividends on shares of any other class or series of capital stock of the Corporation unless (inaddition to the obtaining of any consents required elsewhere in the Certificate of Incorporation)the holders of the Series B Preferred Stock then outstanding shall first receive, or simultaneouslyreceive, a dividend on each outstanding share of Series B Preferred Stock in an amount at leastequal to the amount of the aggregate Accruing Dividends then accrued on such share of Series BPreferred Stock and not previously paid. After payment in full of all Accruing Dividends asprovided in the preceding sentence, additional dividends or distributions declared, payable or setaside shall made pro rata based on the number of shares held by each shareholder, treating forthis purpose all such securities as if they had been converted to Common Stock pursuant to theterms of the Certificate of Incorporation as of the record date for determination of holdersentitled to receive such dividend.

2. Liquidation, Dissolution or Winding Up; Certain Mergers, Consolidationsand Asset Sales.

2.1 Preferential Payments to Holders of Preferred Stock. In the eventof any voluntary or involuntary liquidation, dissolution or winding up of the Corporation orDeemed Liquidation Event, the holders of shares of Series B Preferred Stock then outstanding

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shall be entitled to be paid out of the assets of the Corporation available for distribution to itsstockholders before any payment shall be made to the holders of Common Stock or Class APreferred Stock by reason of their ownership thereof, an amount per share equal to $9.64 pershare, subject to appropriate adjustment in the event of any stock dividend, stock split,combination or other similar recapitalization with respect to the Series B Preferred Stock (the“Series B Original Issue Price”), plus any Accruing Dividends accrued but unpaid thereon,whether or not declared, together with any other dividends declared but unpaid thereon. Afterthe required distributions have been made to the holders of the Series B Preferred Stock asprovided in the preceding sentence, the holders of the Series A Preferred Stock shall be entitledto receive, prior and in preference to any distribution of any of the assets of the Corporation tothe holders of the Common Stock, further distribution to the holders of the Series B PreferredStock, or any distribution of any of the assets of the Corporation to the holders of the Class BPreferred Stock, an amount per share of Series A Preferred Stock equal to $4.00 per share,subject to appropriate adjustment in the event of any stock dividend, stock split, combination orother similar recapitalization with respect to the Series A Preferred Stock (the “Series AOriginal Issue Price”), plus all declared but unpaid dividends on the Series A Preferred Stockon the date of payment. If upon the occurrence of such events, the assets and funds to bedistributed among the holder of the Series A and Series B Preferred Stock shall be insufficient topermit the payment to such holders of the full aforesaid preferential amount provided for inSubsection 2.1 hereof, then, the entire assets of the Corporation legally available for distributionshall be distributed, first, pro rata to the holders of the Series B Preferred Stock in an amountsufficient to satisfy the Series B Preferred Stock liquidation preference, second, pro rata to theholders of the Series A Preferred Stock in an amount sufficient to satisfy the Series A PreferredStock liquidation preference (and if the assets and funds thus distributed among the holders ofthe Series B Preferred Stock shall be insufficient to permit the payment to such holders of thefull aforesaid preferential amounts, then, the entire assets and funds of the Corporation legallyavailable for distribution shall be distributed ratably among the holders of the Series B PreferredStock so that each holder receives the same percentage of the applicable preferential amount)and, second, pro rata to the holders of the Series A Preferred Stock in an amount sufficient tosatisfy the Series A Preferred Stock liquidation preference.

2.2 Distribution of Remaining Assets. In the event of any voluntary orinvoluntary liquidation, dissolution or winding up of the Corporation or Deemed LiquidationEvent, after the payment of all preferential amounts required to be paid to the holders of sharesof Preferred Stock the remaining assets of the Corporation available for distribution to itsstockholders shall be distributed among the holders of the shares of Preferred Stock andCommon Stock, pro rata based on the number of shares held by each such holder, treating forthis purpose all such securities as if they had been converted to Common Stock pursuant to theterms of the Certificate of Incorporation immediately prior to such dissolution, liquidation orwinding up of the Corporation. The aggregate amount which a holder of a share of Series BPreferred Stock is entitled to receive under Subsections 2.1 and 2.2 is hereinafter referred to asthe “Series B Liquidation Amount”, and the aggregate amount which a holder of a share ofSeries A Preferred Stock is entitled to receive under Subsections 2.1 and 2.2 is hereinafterreferred to as the “Series A Liquidation Amount”.

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2.3 Deemed Liquidation Events.

2.3.1. Definition. Each of the following events shall beconsidered a “Deemed Liquidation Event” unless the holders of at least a majority of theoutstanding shares of Series A Preferred Stock and the holders of at least seventy-five percent(75%) of the outstanding shares of the Series B Preferred Stock, each voting separately, electotherwise by written notice sent to the Corporation at least 30 days prior to the effective date ofany such event:

(a) a merger or consolidation in which (i) theCorporation is a constituent party or (ii) subsidiary of the Corporation is a constituent party andthe Corporation issues shares of its capital stock pursuant to such merger or consolidation, exceptany such merger or consolidation involving the Corporation or a subsidiary in which the sharesof capital stock of the Corporation outstanding immediately prior to such merger orconsolidation continue to represent, or are converted into or exchanged for shares of capital stockthat represent, immediately following such merger or consolidation, at least a majority, by votingpower, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving orresulting corporation is a wholly owned subsidiary of another corporation immediately followingsuch merger or consolidation, the parent corporation of such surviving or resulting corporation;or

(b) the sale, lease, transfer, exclusive license or otherdisposition, in a single transaction or series of related transactions, by the Corporation or anysubsidiary of the Corporation of all or substantially all the assets of the Corporation and itssubsidiaries taken as a whole, or the sale or disposition (whether by merger or otherwise) of oneor more subsidiaries of the Corporation if substantially all of the assets of the Corporation and itssubsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale,lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of theCorporation.

2.3.2. Effecting a Deemed Liquidation Event.

(a) The Corporation shall not have the power to effect aDeemed Liquidation Event referred to in Subsection 2.3.1(a) unless the agreement or plan ofmerger or consolidation for such transaction (the “Merger Agreement”) provides that theconsideration payable to the stockholders of the Corporation shall be allocated among theholders of capital stock of the Corporation in accordance with Subsections 2.1 and 2.2.

(b) In the event of a Deemed Liquidation Event referredto in Subsection 2.3.1(a) or 2.3.1(b), if the Corporation does not effect a dissolution of theCorporation under the General Corporation Law within 90 days after such Deemed LiquidationEvent, then (i) the Corporation shall send a written notice to each holder of Preferred Stock nolater than the 90th day after the Deemed Liquidation Event advising such holders of their right(and the requirements to be met to secure such right) pursuant to the terms of the followingclause (ii) to require the redemption of such shares of Preferred Stock, and (ii) if the holders of atleast a majority of the outstanding shares of Series A Preferred Stock and the holders of at leastseventy-five percent (75%) of the outstanding shares of the Series B Preferred Stock, each

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determined separately, so request in a written instrument delivered to the Corporation not laterthan 120 days after such Deemed Liquidation Event, the Corporation shall use the considerationreceived by the Corporation for such Deemed Liquidation Event (net of any retained liabilitiesassociated with the assets sold or technology licensed, as determined in good faith by the Boardof Directors of the Corporation), together with any other assets of the Corporation available fordistribution to its stockholders, all to the extent permitted by Delaware law governingdistributions to stockholders (the “Available Proceeds”), on the 150th day after such DeemedLiquidation Event, to redeem all outstanding shares of Preferred Stock at a price per share equalto the respective Series A Liquidation Amount or Series B Liquidation Amount.Notwithstanding the foregoing, in the event of a redemption pursuant to the preceding sentence,if the Available Proceeds are not sufficient to redeem all outstanding shares of Preferred Stock,the Corporation shall first ratably redeem each holder’s shares of Series B Preferred Stock to thefullest extent of such Available Proceeds, second ratably redeem each holder’s shares of Series APreferred Stock to the fullest extent of remaining Available Proceeds, and shall redeem theremaining shares as soon as it may lawfully do so under Delaware law governing distributions tostockholders. Prior to the distribution or redemption provided for in this Subsection 2.3.2(b), theCorporation shall not expend or dissipate the consideration received for such DeemedLiquidation Event, except to discharge expenses incurred in connection with such DeemedLiquidation Event or in the ordinary course of business.

(c) Redemption Notice. The Corporation shall sendwritten notice of the redemption pursuant to Subsection 2.3.2(b) (a “Redemption Notice”) toeach holder of record of Preferred Stock not less than 40 days prior to each Redemption Date.Each Redemption Notice shall state:

(i) the number of shares of Preferred Stock held bythe holder to be redeemed on the redemptiondate specified in the Redemption Notice (the“Redemption Date”) and the aggregate numberof shares of each of the Series A Preferred Stockand Series B Preferred Stock then outstanding,to be redeemed as of the respective RedemptionDate and to be outstanding immediatelyfollowing the respective Redemption Date;

(ii) the amount of the redemption price for theshares of Preferred Stock held by the holder tobe redeemed on the Redemption Date (the“Redemption Price”) and the redemptionprices per share to be paid with respect to theshares of the Series A Preferred Stock andSeries B Preferred Stock to be redeemed on theRedemption Date; and

(iii)the date upon which the holder’s right to convertsuch shares terminates (as determined inaccordance with Subsection 4.1); and

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(iv)that the holder is to surrender to theCorporation, in the manner and at the placedesignated, his, her or its certificate orcertificates representing the shares of PreferredStock to be redeemed.

(d) Surrender of Certificates; Payment. On or beforethe applicable Redemption Date, each holder of shares of Preferred Stock to be redeemed onsuch Redemption Date, unless such holder has exercised his, her or its right to convert suchshares as provided in Section 4, shall surrender the certificate or certificates representing suchshares (or, if such registered holder alleges that such certificate has been lost, stolen or destroyed,a lost certificate affidavit and agreement reasonably acceptable to the Corporation to indemnifythe Corporation against any claim that may be made against the Corporation on account of thealleged loss, theft or destruction of such certificate) to the Corporation, in the manner and at theplace designated in the Deemed Liquidation Notice, and thereupon the Redemption Price forsuch shares shall be payable to the order of the person whose name appears on such certificate orcertificates as the owner thereof. In the event less than all of the shares of Preferred Stockrepresented by a certificate are redeemed, a new certificate representing the unredeemed sharesof Preferred Stock shall promptly be issued to such holder.

(e) Rights Subsequent to Redemption. If theRedemption Notice shall have been duly given, and if on the applicable Redemption Date theRedemption Price payable upon redemption of the shares of Preferred Stock to be redeemed onsuch Redemption Date is paid or tendered for payment or deposited with an independentpayment agent so as to be available therefor in a timely manner, then notwithstanding that thecertificates evidencing any of the shares of Preferred Stock so called for redemption shall nothave been surrendered, dividends with respect to such shares of Preferred Stock shall cease toaccrue after such Redemption Date and all rights with respect to such shares shall forthwith afterthe Redemption Date terminate, except only the right of the holders to receive the RedemptionPrice without interest upon surrender of their certificate or certificates therefor.

2.3.3. Amount Deemed Paid or Distributed. The amount deemedpaid or distributed to the holders of capital stock of the Corporation upon any such merger,consolidation, sale, transfer, exclusive license, other disposition or redemption shall be the cashor the value of the property, rights or securities paid or distributed to such holders by theCorporation or the acquiring person, firm or other entity. The value of such property, rights orsecurities shall be determined in good faith by the Board of Directors of the Corporation.

2.3.4. Allocation of Escrow. In the event of a DeemedLiquidation Event pursuant to Subsection 2.3.1(a), if any portion of the consideration payable tothe stockholders of the Corporation is placed into escrow and/or is payable to the stockholders ofthe Corporation subject to contingencies, the Merger Agreement shall provide that (a) the portionof such consideration that is not placed in escrow and not subject to any contingencies (the“Initial Consideration”) shall be allocated among the holders of capital stock of the Corporationin accordance with Subsections 2.1 and 2.2 as if the Initial Consideration were the onlyconsideration payable in connection with such Deemed Liquidation Event and (b) any additionalconsideration which becomes payable to the stockholders of the Corporation upon release from

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escrow or satisfaction of contingencies shall be allocated among the holders of capital stock ofthe Corporation in accordance with Subsections 2.1 and 2.2 after taking into account the previouspayment of the Initial Consideration as part of the same transaction.

3. Voting.

3.1 General. On any matter presented to the stockholders of theCorporation for their action or consideration at any meeting of stockholders of the Corporation(or by written consent of stockholders in lieu of meeting), each holder of outstanding shares ofPreferred Stock shall be entitled to cast the number of votes equal to the number of whole sharesof Common Stock into which the shares of Preferred Stock held by such holder are convertibleas of the record date for determining stockholders entitled to vote on such matter. Except asprovided by law or by the other provisions of the Certificate of Incorporation, holders ofPreferred Stock shall vote together with the holders of Common Stock as a single class.

3.2 Election of Directors. Upon the issuance of Series B PreferredStock, there shall be five directors of the Corporation, with the holders of record of the shares ofSeries A Preferred Stock, exclusively and as a separate class, entitled to elect two directors of theCorporation (the “Series A Directors”), the holders of record of the shares of Series B PreferredStock, exclusively and as a separate class, entitled to elect one director of the Corporation (the“Series B Director”), and the holders of record of the shares of Series A Preferred Stock andSeries B Preferred Stock, voting together as a single class, entitled to elect two directors of theCorporation (the “Series A/B Directors”). Any director elected as provided in the precedingsentence may be removed without cause by, and only by, the affirmative vote of the holders ofthe shares of the class or series of capital stock entitled to elect such director or directors, giveneither at a special meeting of such stockholders duly called for that purpose or pursuant to awritten consent of stockholders. If the holders of shares of Series A Preferred Stock or Series BPreferred Stock, as the case may be, fail to elect a sufficient number of directors to fill alldirectorships for which they are entitled to elect directors, voting exclusively and as a separateclass, pursuant to the first sentence of this Subsection 3.2, then any directorship not so filled shallremain vacant until such time as the holders of the shares of the class or series of capital stockentitled to elect such director or directors elect a person to fill such directorship by vote orwritten consent in lieu of a meeting; and no such directorship may be filled by stockholders ofthe Corporation other than by the stockholders of the Corporation that are entitled to elect aperson to fill such directorship, voting exclusively and as a separate class. At any meeting heldfor the purpose of electing a director, the presence in person or by proxy of the holders of amajority of the outstanding shares of the class or series entitled to elect such director shallconstitute a quorum for the purpose of electing such director. Except as otherwise provided inthis Subsection 3.2, a vacancy in any directorship filled by the holders of any class or series shallbe filled only by vote or written consent in lieu of a meeting of the holders of such class or seriesor by any remaining director or directors elected by the holders of such class or series pursuant tothis Subsection 3.2. The rights of the holders of the Series A Preferred Stock under the firstsentence of this Subsection 3.2 shall terminate on the first date on which there are issued andoutstanding less than 150,000 shares of Series A Preferred Stock (subject to appropriateadjustment in the event of any stock dividend, stock split, combination or other similarrecapitalization with respect to the Series A Preferred Stock), and the rights of the holders of theSeries B Preferred Stock under the first sentence of this Subsection 3.2 shall terminate on the

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first date on which there are issued and outstanding less than 181,588 shares of Series BPreferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split,combination or other similar recapitalization with respect to the Series B Preferred Stock). Theholders of record of the shares of Common Stock and Preferred Stock, voting together as a singleclass, shall be entitled to elect those directors of the Corporation as to which the exclusive rightsof the holders of Preferred Shares have terminated pursuant to the preceding sentence of thisSubsection 3.2.

3.3 Series B Preferred Stock Protective Provisions. At any time whenat least 181,588 shares of Series B Preferred Stock (subject to appropriate adjustment in theevent of any stock dividend, stock split, combination or other similar recapitalization withrespect to the Series A Preferred Stock) are outstanding, the Corporation shall not, either directlyor indirectly by amendment, merger, consolidation or otherwise, do any of the following without(in addition to any other vote required by law or the Certificate of Incorporation) the writtenconsent or affirmative vote of the holders of at least seventy-five percent (75%) of the thenoutstanding shares of Series B Preferred Stock, consenting or voting (as the case may be)separately as a class, and any such act or transaction entered into without such consent or voteshall be null and void ab initio, and of no force or effect.

3.3.1. liquidate, dissolve or wind-up the business and affairs ofthe Corporation, effect any merger or consolidation or any other Deemed Liquidation Event, orconsent to any of the foregoing;

3.3.2. amend, alter or repeal any provision of the Certificate ofIncorporation or Bylaws of the Corporation in a manner that adversely affects the powers,preferences or rights of the Series B Preferred Stock;

3.3.3. create, or authorize the creation of, or issue or obligateitself to issue shares of, any additional class or series of capital stock unless the same ranksjunior to the Series B Preferred Stock with respect to the distribution of assets on the liquidation,dissolution or winding up of the Corporation, the payment of dividends and rights of redemption,or increase the authorized number of shares of Series B Preferred Stock or increase theauthorized number of shares of any additional class or series of capital stock unless the sameranks junior to the Series B Preferred Stock with respect to the distribution of assets on theliquidation, dissolution or winding up of the Corporation, the payment of dividends and rights ofredemption;

3.3.4. (i) reclassify, alter or amend any existing security of theCorporation that is pari passu with the Series B Preferred Stock in respect of the distribution ofassets on the liquidation, dissolution or winding up of the Corporation, the payment of dividendsor rights of redemption, if such reclassification, alteration or amendment would render such othersecurity senior to the Series B Preferred Stock in respect of any such right, preference orprivilege, or (ii) reclassify, alter or amend any existing security of the Corporation that is juniorto the Series B Preferred Stock in respect of the distribution of assets on the liquidation,dissolution or winding up of the Corporation, the payment of dividends or rights of redemption,if such reclassification, alteration or amendment would render such other security senior to orpari passu with the Series A Preferred Stock in respect of any such right, preference or privilege;

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3.3.5. purchase or redeem (or permit any subsidiary to purchaseor redeem) or pay or declare any dividend or make any distribution on, any shares of capitalstock of the Corporation other than (i) redemptions of or dividends or distributions on the SeriesB Preferred Stock as expressly authorized herein, (ii) dividends or other distributions payable onthe Common Stock solely in the form of additional shares of Common Stock and(iii) repurchases of stock from former employees, officers, directors, consultants or other personswho performed services for the Corporation or any subsidiary in connection with the cessation ofsuch employment or service at the lower of the original purchase price or the then-current fairmarket value thereof or (iv) as approved by the Board of Directors, including the approval of theSeries B Director;

3.3.6. create, or authorize the creation of, or issue, or authorizethe issuance of any debt security, or permit any subsidiary to take any such action with respect toany debt security, if the aggregate indebtedness of the Corporation and its subsidiaries forborrowed money following such action would exceed $100,000 unless such debt security hasreceived the prior approval of the Board of Directors, including the approval of the Series BDirector;

3.3.7. create, or hold capital stock in, any subsidiary that is notwholly owned (either directly or through one or more other subsidiaries) by the Corporation, orsell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of theCorporation, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively licenseor otherwise dispose (in a single transaction or series of related transactions) of all orsubstantially all of the assets of such subsidiary; or

3.3.8. increase or decrease the authorized number of directorsconstituting the Board of Directors.

4. Optional Conversion.

The holders of the Series A and Series B Preferred Stock shall have conversion rights asfollows (the “Conversion Rights”):

4.1 Right to Convert.

4.1.1. Conversion Ratio. Each share of Series A Preferred Stockand Series B Preferred Stock shall be convertible, at the option of the holder thereof, at theoption of the holder thereof, at any time and from time to time, and without the payment ofadditional consideration by the holder thereof, into such number of fully paid and nonassessableshares of Common Stock as is determined by dividing the applicable original issue price for suchseries of Preferred Stock by the applicable Conversion Price (as defined in the next sentence) atthe time in effect for such series of Preferred Stock. The initial Conversion Price per share forshares of Series A Preferred Stock and Series B Preferred Stock shall be the Series A OriginalIssue Price and the Series B Original Issue Price, respectively. The Conversion Prices for theSeries A Preferred Stock and Series B Preferred Stock, and the rate at which shares of therespective series of Preferred Stock may be converted into shares of Common Stock, shall besubject to adjustment as provided below.

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4.1.2. Termination of Conversion Rights. In the event of aliquidation, dissolution or winding up of the Corporation or a Deemed Liquidation Event, theConversion Rights shall terminate at the close of business on the last full day preceding the datefixed for the payment of any such amounts distributable on such event to the holders of PreferredStock.

4.2 Fractional Shares. No fractional shares of Common Stock shall beissued upon conversion of Preferred Stock. In lieu of any fractional shares to which the holderwould otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied bythe fair market value of a share of Common Stock as determined in good faith by the Board ofDirectors of the Corporation. Whether or not fractional shares would be issuable upon suchconversion shall be determined on the basis of the total number of shares of Preferred Stock theholder is at the time converting into Common Stock and the aggregate number of shares ofCommon Stock issuable upon such conversion.

4.3 Mechanics of Conversion.

4.3.1. Notice of Conversion. In order for a holder of PreferredStock to voluntarily convert shares of Preferred Stock into shares of Common Stock, such holdershall surrender the certificate or certificates for such shares of Preferred Stock (or, if suchregistered holder alleges that such certificate has been lost, stolen or destroyed, a lost certificateaffidavit and agreement reasonably acceptable to the Corporation to indemnify the Corporationagainst any claim that may be made against the Corporation on account of the alleged loss, theftor destruction of such certificate), at the office of the transfer agent for the Preferred Stock (or atthe principal office of the Corporation if the Corporation serves as its own transfer agent),together with written notice that such holder elects to convert all or any number of the shares ofthe Preferred Stock represented by such certificate or certificates and, if applicable, any event onwhich such conversion is contingent. Such notice shall state such holder’s name or the names ofthe nominees in which such holder wishes the certificate or certificates for shares of CommonStock to be issued. If required by the Corporation, certificates surrendered for conversion shallbe endorsed or accompanied by a written instrument or instruments of transfer, in formsatisfactory to the Corporation, duly executed by the registered holder or his, her or its attorneyduly authorized in writing. The close of business on the date of receipt by the transfer agent (orby the Corporation if the Corporation serves as its own transfer agent) of such certificates (or lostcertificate affidavit and agreement) and notice shall be the time of conversion (the “ConversionTime”), and the shares of Common Stock issuable upon conversion of the shares represented bysuch certificate shall be deemed to be outstanding of record as of such date. The Corporationshall, as soon as practicable after the Conversion Time, (i) issue and deliver to such holder ofPreferred Stock, or to his, her or its nominees, a certificate or certificates for the number of fullshares of Common Stock issuable upon such conversion in accordance with the provisionshereof and a certificate for the number (if any) of the shares of Series A Preferred Stock or SeriesB Preferred Stock represented by the surrendered certificate that were not converted intoCommon Stock, (ii) pay in cash such amount as provided in Subsection 4.2 in lieu of anyfraction of a share of Common Stock otherwise issuable upon such conversion and (iii) pay alldeclared but unpaid dividends on the shares of Preferred Stock converted.

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4.3.2. Reservation of Shares. The Corporation shall at all timeswhen the Series A Preferred Stock or Series B Preferred Stock shall be outstanding, reserve andkeep available out of its authorized but unissued capital stock, for the purpose of effecting theconversion of the Series A Preferred Stock or Series B Preferred Stock, such number of its dulyauthorized shares of Common Stock as shall from time to time be sufficient to effect theconversion of all outstanding Series A Preferred Stock and Series B Preferred Stock; and if atany time the number of authorized but unissued shares of Common Stock shall not be sufficientto effect the conversion of all then outstanding shares of the Series A Preferred Stock and SeriesB Preferred Stock, the Corporation shall take such corporate action as may be necessary toincrease its authorized but unissued shares of Common Stock to such number of shares as shallbe sufficient for such purposes, including, without limitation, engaging in best efforts to obtainthe requisite stockholder approval of any necessary amendment to the Certificate ofIncorporation. Before taking any action which would cause an adjustment reducing the Series AConversion Price or Series B Conversion Price below the then par value of the shares ofCommon Stock issuable upon conversion of the Series A Preferred Stock or Series B PreferredStock, the Corporation will take any corporate action which may, in the opinion of its counsel, benecessary in order that the Corporation may validly and legally issue fully paid andnonassessable shares of Common Stock at such adjusted Series A Conversion Price or Series BConversion Price.

4.3.3. Effect of Conversion. All shares of Series A PreferredStock or Series B Preferred Stock which shall have been surrendered for conversion as hereinprovided shall no longer be deemed to be outstanding and all rights with respect to such sharesshall immediately cease and terminate at the Conversion Time, except only the right of theholders thereof to receive shares of Common Stock in exchange therefor, to receive payment inlieu of any fraction of a share otherwise issuable upon such conversion as provided in Subsection4.2 and to receive payment of any dividends declared but unpaid thereon. Any shares ofPreferred Stock so converted shall be retired and cancelled and may not be reissued as shares ofsuch series, and the Corporation may thereafter take such appropriate action (without the needfor stockholder action) as may be necessary to reduce the authorized number of shares of SeriesA Preferred Stock or Series B Preferred Stock accordingly.

4.3.4. No Further Adjustment. Upon any such conversion, noadjustment to the Series A Conversion Price or Series B Conversion Price shall be made for anydeclared but unpaid dividends on the Series A Preferred Stock or Series B Preferred Stocksurrendered for conversion or on the Common Stock delivered upon conversion.

4.3.5. Taxes. The Corporation shall pay any and all issue andother similar taxes that may be payable in respect of any issuance or delivery of shares ofCommon Stock upon conversion of shares of Preferred Stock pursuant to this Section 4. TheCorporation shall not, however, be required to pay any tax which may be payable in respect ofany transfer involved in the issuance and delivery of shares of Common Stock in a name otherthan that in which the shares of Preferred Stock so converted were registered, and no suchissuance or delivery shall be made unless and until the person or entity requesting such issuancehas paid to the Corporation the amount of any such tax or has established, to the satisfaction ofthe Corporation, that such tax has been paid.

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4.4 Adjustments to Conversion Price for Diluting Issues.

4.4.1. Special Definitions. For purposes of this Article Fourth,the following definitions shall apply:

(a) “Option” shall mean rights, options or warrants tosubscribe for, purchase or otherwise acquire Common Stock or Convertible Securities.

(b) “Series A Original Issue Date” shall mean the dateon which the first share of Series A Preferred Stock was issued.

(c) “Series B Original Issue Date” shall mean thedate on which the first share of Series B Preferred Stock was issued.

(d) “Convertible Securities” shall mean any evidencesof indebtedness, shares or other securities directly or indirectly convertible into or exchangeablefor Common Stock, but excluding Options.

(e) “Additional Shares of Common Stock” shallmean all shares of Common Stock issued (or, pursuant to Subsection 4.4.3 below, deemed to beissued) by the Corporation after the Series A Original Issue Date or Series B Original Issue Dateother than (1) the following shares of Common Stock and (2) shares of Common Stock deemedissued pursuant to the following Options and Convertible Securities (clauses (1) and (2),collectively, “Exempted Securities”):

(i) shares of Common Stock issued upon theconversion of the Series A or Series B PreferredStock authorized herein;

(ii) shares of Common Stock, Options orConvertible Securities issued as a dividend ordistribution on Preferred Stock;

(iii)shares of Common Stock, Options orConvertible Securities issued by reason of adividend, stock split, split-up or otherdistribution on shares of Common Stock that iscovered by Subsection 4.5, 4.6, 4.7 or 4.8;

(iv)up to 339,600 shares of Common Stock (subjectto appropriate adjustment in the event of anystock dividend, stock split, combination or othersimilar recapitalization affecting such shares) orOptions issued to employees or directors of, orconsultants or advisors to, the Corporation orany of its subsidiaries pursuant to a plan,agreement or arrangement approved by the

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Board of Directors of the Corporation, includingthe Series B Director;

(v) shares of Common Stock or ConvertibleSecurities actually issued upon the exercise ofOptions or shares of Common Stock actuallyissued upon the conversion or exchange ofConvertible Securities, in each case providedsuch issuance is pursuant to the terms of suchOption or Convertible Security;

(vi)shares of Common Stock, Options orConvertible Securities issued to banks,equipment lessors or other financial institutions,or to real property lessors, pursuant to a debtfinancing, equipment leasing or real propertyleasing transaction approved by the Board ofDirectors of the Corporation, including theSeries B Director;

(vii) shares of Common Stock, Options orConvertible Securities issued to suppliers orthird party service providers in connection withthe provision of goods or services pursuant totransactions approved by the Board of Directorsof the Corporation, including the Series BDirector;

(viii) shares of Common Stock, Options orConvertible Securities issued pursuant to theacquisition of another corporation by theCorporation by merger, purchase ofsubstantially all of the assets or otherreorganization or to a joint venture agreement,provided, that such issuances are approved bythe Board of Directors of the Corporation,including the Series B Director; or

(ix)shares of Common Stock, Options orConvertible Securities issued in connection withsponsored research, collaboration, technologylicense, development, OEM, marketing or othersimilar agreements or strategic partnershipsapproved by the Board of Directors of theCorporation, including the Series B Director.

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4.4.2. No Adjustment of Series A or Series B Conversion Price.No adjustment in the Series A Conversion Price or Series B Conversion Price shall be made asthe result of the issuance or deemed issuance of Additional Shares of Common Stock if theCorporation receives written notice from the holders of at least a majority of the outstandingshares of Series A Preferred Stock and the holders of at least seventy-five percent (75%) of theoutstanding shares of the Series B Preferred Stock, each determined separately, agreeing that nosuch adjustment shall be made as the result of the issuance or deemed issuance of suchAdditional Shares of Common Stock.

4.4.3. Deemed Issue of Additional Shares of Common Stock.

(a) If the Corporation at any time or from time to timeafter the Series A Original Issue Date or Series B Original Issue Date shall issue any Options orConvertible Securities (excluding Options or Convertible Securities which are themselvesExempted Securities) or shall fix a record date for the determination of holders of any class ofsecurities entitled to receive any such Options or Convertible Securities, then the maximumnumber of shares of Common Stock (as set forth in the instrument relating thereto, assuming thesatisfaction of any conditions to exercisability, convertibility or exchangeability but withoutregard to any provision contained therein for a subsequent adjustment of such number) issuableupon the exercise of such Options or, in the case of Convertible Securities and Options therefor,the conversion or exchange of such Convertible Securities, shall be deemed to be AdditionalShares of Common Stock issued as of the time of such issue or, in case such a record date shallhave been fixed, as of the close of business on such record date.

(b) If the terms of any Option or Convertible Security,the issuance of which resulted in an adjustment to the Series A Conversion Price or Series BConversion Price pursuant to the terms of Subsection 4.4.4, are revised as a result of anamendment to such terms or any other adjustment pursuant to the provisions of such Option orConvertible Security (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Option or Convertible Security) to provide for either (1)any increase or decrease in the number of shares of Common Stock issuable upon the exercise,conversion and/or exchange of any such Option or Convertible Security or (2) any increase ordecrease in the consideration payable to the Corporation upon such exercise, conversion and/orexchange, then, effective upon such increase or decrease becoming effective, the Series AConversion Price and Series B Conversion Price computed upon the original issue of suchOption or Convertible Security (or upon the occurrence of a record date with respect thereto)shall be readjusted to such Series A Conversion Price or Series B Conversion Price as wouldhave obtained had such revised terms been in effect upon the original date of issuance of suchOption or Convertible Security. Notwithstanding the foregoing, no readjustment pursuant to thisclause (b) shall have the effect of increasing the Series A Conversion Price or Series BConversion Price to an amount which exceeds the lower of (i) the Series A Conversion Price orSeries B Conversion Price in effect immediately prior to the original adjustment made as a resultof the issuance of such Option or Convertible Security, or (ii) the Series A Conversion Price orSeries B Conversion Price that would have resulted from any issuances of Additional Shares ofCommon Stock (other than deemed issuances of Additional Shares of Common Stock as a resultof the issuance of such Option or Convertible Security) between the original adjustment date andsuch readjustment date.

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(c) If the terms of any Option or Convertible Security(excluding Options or Convertible Securities which are themselves Exempted Securities), theissuance of which did not result in an adjustment to the Series A Conversion Price or Series BConversion Price pursuant to the terms of Subsection 4.4.4 (either because the consideration pershare (determined pursuant to Subsection 4.4.5) of the Additional Shares of Common Stocksubject thereto was equal to or greater than the Series A Conversion Price or Series BConversion Price then in effect, or because such Option or Convertible Security was issuedbefore the Series A Original Issue Date or Series B Original Issue Date), are revised after theSeries A Original Issue Date or Series B Original Issue Date as a result of an amendment to suchterms or any other adjustment pursuant to the provisions of such Option or Convertible Security(but excluding automatic adjustments to such terms pursuant to anti-dilution or similarprovisions of such Option or Convertible Security) to provide for either (1) any increase in thenumber of shares of Common Stock issuable upon the exercise, conversion or exchange of anysuch Option or Convertible Security or (2) any decrease in the consideration payable to theCorporation upon such exercise, conversion or exchange, then such Option or ConvertibleSecurity, as so amended or adjusted, and the Additional Shares of Common Stock subject thereto(determined in the manner provided in Subsection 4.4.3(a) shall be deemed to have been issuedeffective upon such increase or decrease becoming effective.

(d) Upon the expiration or termination of anyunexercised Option or unconverted or unexchanged Convertible Security (or portion thereof)which resulted (either upon its original issuance or upon a revision of its terms) in an adjustmentto the Series A Conversion Price or Series B Conversion Price pursuant to the terms ofSubsection 4.4.4, the Series A Conversion Price or Series B Conversion Price shall be readjustedto such Series A Conversion Price or Series B Conversion Price as would have obtained had suchOption or Convertible Security (or portion thereof) never been issued.

(e) If the number of shares of Common Stock issuableupon the exercise, conversion and/or exchange of any Option or Convertible Security, or theconsideration payable to the Corporation upon such exercise, conversion and/or exchange, iscalculable at the time such Option or Convertible Security is issued or amended but is subject toadjustment based upon subsequent events, any adjustment to the Series A Conversion Price orSeries B Conversion Price provided for in this Subsection 4.4.3 shall be effected at the time ofsuch issuance or amendment based on such number of shares or amount of consideration withoutregard to any provisions for subsequent adjustments (and any subsequent adjustments shall betreated as provided in clauses (b) and (c) of this Subsection 4.4.3). If the number of shares ofCommon Stock issuable upon the exercise, conversion and/or exchange of any Option orConvertible Security, or the consideration payable to the Corporation upon such exercise,conversion and/or exchange, cannot be calculated at all at the time such Option or ConvertibleSecurity is issued or amended, any adjustment to the Series A Conversion Price or Series BConversion Price that would result under the terms of this Subsection 4.4.3 at the time of suchissuance or amendment shall instead be effected at the time such number of shares and/oramount of consideration is first calculable (even if subject to subsequent adjustments), assumingfor purposes of calculating such adjustment to the Series A Conversion Price or Series BConversion Price that such issuance or amendment took place at the time such calculation canfirst be made.

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4.4.4. Adjustment of Conversion Price Upon Issuance ofAdditional Shares of Common Stock. In the event the Corporation shall at any time after theSeries A Original Issue Date or Series B Original Issue Date issue Additional Shares of CommonStock (including Additional Shares of Common Stock deemed to be issued pursuant toSubsection 4.4.3), without consideration or for a consideration per share less than the Series AConversion Price or Series B Conversion Price, as the case may be, then in such case, in effectimmediately prior to such issue, then the Series A Conversion Price or Series B ConversionPrice, as the case may be, then in such case, shall be reduced, concurrently with such issue, to aprice (calculated to the nearest one-hundredth of a cent) determined in accordance with thefollowing formula:

CP2 = CP1* [(A + B) ÷ (A + C)].

For purposes of the foregoing formula, the following definitions shall apply:

(a) “CP2” shall mean the Series A Conversion Price orSeries B Conversion Price in effect immediately after such issue of Additional Shares ofCommon Stock

(b) “CP1” shall mean the Series A Conversion Price orSeries B Conversion Price in effect immediately prior to such issue of Additional Shares ofCommon Stock;

(c) “A” shall mean the number of shares of CommonStock outstanding immediately prior to such issue of Additional Shares of Common Stock(treating for this purpose as outstanding all shares of Common Stock issuable upon exercise ofOptions outstanding immediately prior to such issue or upon conversion or exchange ofConvertible Securities (including the Series A and Series B Preferred Stock) outstanding(assuming exercise of any outstanding Options therefor) immediately prior to such issue);

(d) “B” shall mean the number of shares of CommonStock that would have been issued if such Additional Shares of Common Stock had been issuedat a price per share equal to CP1 (determined by dividing the aggregate consideration received bythe Corporation in respect of such issue by CP1); and

(e) “C” shall mean the number of such AdditionalShares of Common Stock issued in such transaction.

4.4.5. Determination of Consideration. For purposes of thisSubsection 4.4, the consideration received by the Corporation for the issue of any AdditionalShares of Common Stock shall be computed as follows:

(a) Cash and Property: Such consideration shall:

(i) insofar as it consists of cash, be computed at theaggregate amount of cash received by theCorporation, excluding amounts paid or payablefor accrued interest;

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(ii) insofar as it consists of property other than cash,be computed at the fair market value thereof atthe time of such issue, as determined in goodfaith by the Board of Directors of theCorporation; and

(iii) in the event Additional Shares of CommonStock are issued together with other shares orsecurities or other assets of the Corporation forconsideration which covers both, be theproportion of such consideration so received,computed as provided in clauses (i) and (ii)above, as determined in good faith by the Boardof Directors of the Corporation.

(b) Options and Convertible Securities. Theconsideration per share received by the Corporation for Additional Shares of Common Stockdeemed to have been issued pursuant to Subsection 4.4.3, relating to Options and ConvertibleSecurities, shall be determined by dividing

(i) the total amount, if any, received or receivableby the Corporation as consideration for the issueof such Options or Convertible Securities, plusthe minimum aggregate amount of additionalconsideration (as set forth in the instrumentsrelating thereto, without regard to any provisioncontained therein for a subsequent adjustment ofsuch consideration) payable to the Corporationupon the exercise of such Options or theconversion or exchange of such ConvertibleSecurities, or in the case of Options forConvertible Securities, the exercise of suchOptions for Convertible Securities and theconversion or exchange of such ConvertibleSecurities, by

(ii) the maximum number of shares of CommonStock (as set forth in the instruments relatingthereto, without regard to any provisioncontained therein for a subsequent adjustment ofsuch number) issuable upon the exercise of suchOptions or the conversion or exchange of suchConvertible Securities, or in the case of Optionsfor Convertible Securities, the exercise of suchOptions for Convertible Securities and theconversion or exchange of such ConvertibleSecurities.

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4.4.6. Multiple Closing Dates. In the event the Corporation shallissue on more than one date Additional Shares of Common Stock that are a part of onetransaction or a series of related transactions and that would result in an adjustment to the SeriesA Conversion Price or Series B Conversion Price, as the case may be, pursuant to the terms ofSubsection 4.4.4, and such issuance dates occur within a period of no more than 90 days from thefirst such issuance to the final such issuance, then, upon the final such issuance, the Series AConversion Price or Series B Conversion Price, as the case may be, shall be readjusted to giveeffect to all such issuances as if they occurred on the date of the first such issuance (and withoutgiving effect to any additional adjustments as a result of any such subsequent issuances withinsuch period).

4.5 Adjustment for Stock Splits and Combinations. If the Corporationshall at any time or from time to time after the Series A Original Issue Date or Series B OriginalIssue Date effect a subdivision of the outstanding Common Stock, the Series A Conversion Priceand Series B Conversion Price in effect immediately before that subdivision shall beproportionately decreased so that the number of shares of Common Stock issuable on conversionof each share of such series shall be increased in proportion to such increase in the aggregatenumber of shares of Common Stock outstanding. If the Corporation shall at any time or fromtime to time after the Series A Original Issue Date or Series B Original Issue Date combine theoutstanding shares of Common Stock, the Series A Conversion Price and Series B ConversionPrice in effect immediately before the combination shall be proportionately increased so that thenumber of shares of Common Stock issuable on conversion of each share of such series shall bedecreased in proportion to such decrease in the aggregate number of shares of Common Stockoutstanding. Any adjustment under this subsection shall become effective at the close ofbusiness on the date the subdivision or combination becomes effective.

4.6 Adjustment for Certain Dividends and Distributions. In the eventthe Corporation at any time or from time to time after the Series A Original Issue Date or SeriesB Original Issue Date shall make or issue, or fix a record date for the determination of holders ofCommon Stock entitled to receive, a dividend or other distribution payable on the CommonStock in additional shares of Common Stock, then and in each such event the Series AConversion Price and Series B Conversion Price in effect immediately before such event shall bedecreased as of the time of such issuance or, in the event such a record date shall have beenfixed, as of the close of business on such record date, by multiplying the Series A ConversionPrice and Series B Conversion Price then in effect by a fraction:

(1) the numerator of which shall be the total number of sharesof Common Stock issued and outstanding immediately prior to the time of such issuance or theclose of business on such record date, and

(2) the denominator of which shall be the total number ofshares of Common Stock issued and outstanding immediately prior to the time of such issuanceor the close of business on such record date plus the number of shares of Common Stock issuablein payment of such dividend or distribution.

Notwithstanding the foregoing, (a) if such record date shall have been fixed and such dividend isnot fully paid or if such distribution is not fully made on the date fixed therefor, the Series A

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Conversion Price and Series B Conversion Price shall be recomputed accordingly as of the closeof business on such record date and thereafter the Series A Conversion Price and Series BConversion Price shall be adjusted pursuant to this subsection as of the time of actual payment ofsuch dividends or distributions; and (b) that no such adjustment shall be made if the holders ofPreferred Stock simultaneously receive a dividend or other distribution of shares of CommonStock in a number equal to the number of shares of Common Stock as they would have receivedif all outstanding shares of Preferred Stock had been converted into Common Stock on the dateof such event.

4.7 Adjustments for Other Dividends and Distributions. In the eventthe Corporation at any time or from time to time after the Series A Original Issue Date or SeriesB Original Issue Date shall make or issue, or fix a record date for the determination of holders ofCommon Stock entitled to receive, a dividend or other distribution payable in securities of theCorporation (other than a distribution of shares of Common Stock in respect of outstandingshares of Common Stock) or in other property and the provisions of Section 1 do not apply tosuch dividend or distribution, then and in each such event the holders of Preferred Stock shallreceive, simultaneously with the distribution to the holders of Common Stock, a dividend orother distribution of such securities or other property in an amount equal to the amount of suchsecurities or other property as they would have received if all outstanding shares of PreferredStock had been converted into Common Stock on the date of such event.

4.8 Adjustment for Merger or Reorganization, etc. Subject to theprovisions of Subsection 2.3, if there shall occur any reorganization, recapitalization,reclassification, consolidation or merger involving the Corporation in which the Common Stock(but not the Series A Preferred Stock) is converted into or exchanged for securities, cash or otherproperty (other than a transaction covered by Subsections 4.4, 4.6 or 4.7), then, following anysuch reorganization, recapitalization, reclassification, consolidation or merger, each share ofPreferred Stock shall thereafter be convertible in lieu of the Common Stock into which it wasconvertible prior to such event into the kind and amount of securities, cash or other propertywhich a holder of the number of shares of Common Stock of the Corporation issuable uponconversion of one share of Preferred Stock immediately prior to such reorganization,recapitalization, reclassification, consolidation or merger would have been entitled to receivepursuant to such transaction; and, in such case, appropriate adjustment (as determined in goodfaith by the Board of Directors of the Corporation) shall be made in the application of theprovisions in this Section 4 with respect to the rights and interests thereafter of the holders of thePreferred Stock, to the end that the provisions set forth in this Section 4 (including provisionswith respect to changes in and other adjustments of the Series A Conversion Price and Series BConversion Price) shall thereafter be applicable, as nearly as reasonably may be, in relation toany securities or other property thereafter deliverable upon the conversion of the Preferred Stock.

4.9 Certificate as to Adjustments. Upon the occurrence of eachadjustment or readjustment of the Series A Conversion Price and/or Series B Conversion Pricepursuant to this Section 4, as the case may be, the Corporation at its expense shall, as promptlyas reasonably practicable but in any event not later than 10 days thereafter, compute suchadjustment or readjustment in accordance with the terms hereof and furnish to each holder ofPreferred Stock a certificate setting forth such adjustment or readjustment (including the kindand amount of securities, cash or other property into which the Preferred Stock is convertible)

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and showing in detail the facts upon which such adjustment or readjustment is based. TheCorporation shall, as promptly as reasonably practicable after the written request at any time ofany holder of Preferred Stock (but in any event not later than 10 days thereafter), furnish or causeto be furnished to such holder a certificate setting forth (i) the Series A Conversion Price andSeries B Conversion Price then in effect, and (ii) the number of shares of Common Stock and theamount, if any, of other securities, cash or property which then would be received upon theconversion of Preferred Stock.

4.10 Notice of Record Date. In the event:

(a) the Corporation shall take a record of the holders ofits Common Stock (or other capital stock or securities at the time issuable upon conversion of thePreferred Stock) for the purpose of entitling or enabling them to receive any dividend or otherdistribution, or to receive any right to subscribe for or purchase any shares of capital stock of anyclass or any other securities, or to receive any other security; or

(b) of any capital reorganization of the Corporation,any reclassification of the Common Stock of the Corporation, or any Deemed Liquidation Event;or

(c) of the voluntary or involuntary dissolution,liquidation or winding-up of the Corporation,

then, and in each such case, the Corporation will send or cause to be sent to the holders of thePreferred Stock a notice specifying, as the case may be, (i) the record date for such dividend,distribution or right, and the amount and character of such dividend, distribution or right, or (ii)the effective date on which such reorganization, reclassification, consolidation, merger, transfer,dissolution, liquidation or winding-up is proposed to take place, and the time, if any is to befixed, as of which the holders of record of Common Stock (or such other capital stock orsecurities at the time issuable upon the conversion of the Preferred Stock) shall be entitled toexchange their shares of Common Stock (or such other capital stock or securities) for securitiesor other property deliverable upon such reorganization, reclassification, consolidation, merger,transfer, dissolution, liquidation or winding-up, and the amount per share and character of suchexchange applicable to the Preferred Stock and the Common Stock. Such notice shall be sent atleast 10 days prior to the record date or effective date for the event specified in such notice.

5. Mandatory Conversion.

5.1 Trigger Events. Upon either (a) the closing of the sale of shares ofCommon Stock to the public at a price (before underwriting discounts and commissions andfees) of more than 7 times the then applicable Series B Conversion Price (subject to appropriateadjustment in the event of any stock dividend, stock split, combination or other similarrecapitalization with respect to the Common Stock), in a firm-commitment underwritten publicoffering pursuant to an effective registration statement under the Securities Act of 1933, asamended, resulting in at least $30 million of gross proceeds, net of the underwriting discount andcommissions, to the Corporation or (b) the date and time, or the occurrence of an event, specifiedby vote or written consent of the holders of at least a seventy percent (70%) of the outstanding

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shares of Series A Preferred Stock and the Series B Preferred Stock voting together as a singleclass (the time of such closing or the date and time specified or the time of the event specified insuch vote or written consent is referred to herein as the “Mandatory Conversion Time”), (i) alloutstanding shares of Preferred Stock shall automatically be converted into shares of CommonStock, at the then effective conversion rate and (ii) such shares may not be reissued by theCorporation.

5.2 Procedural Requirements. All holders of record of shares ofPreferred Stock shall be sent written notice of the Mandatory Conversion Time and the placedesignated for mandatory conversion of all such shares of Preferred Stock pursuant to thisSection 4. Such notice need not be sent in advance of the occurrence of the MandatoryConversion Time. Upon receipt of such notice, each holder of shares of Preferred Stock shallsurrender his, her or its certificate or certificates for all such shares (or, if such holder alleges thatsuch certificate has been lost, stolen or destroyed, a lost certificate affidavit and agreementreasonably acceptable to the Corporation to indemnify the Corporation against any claim thatmay be made against the Corporation on account of the alleged loss, theft or destruction of suchcertificate) to the Corporation at the place designated in such notice. If so required by theCorporation, certificates surrendered for conversion shall be endorsed or accompanied by writteninstrument or instruments of transfer, in form satisfactory to the Corporation, duly executed bythe registered holder or by his, her or its attorney duly authorized in writing. All rights withrespect to the Preferred Stock converted pursuant to Subsection 5.1, including the rights, if any,to receive notices and vote (other than as a holder of Common Stock), will terminate at theMandatory Conversion Time (notwithstanding the failure of the holder or holders thereof tosurrender the certificates at or prior to such time), except only the rights of the holders thereof,upon surrender of their certificate or certificates (or lost certificate affidavit and agreement)therefor, to receive the items provided for in the next sentence of this Subsection 5.2. As soon aspracticable after the Mandatory Conversion Time and the surrender of the certificate orcertificates (or lost certificate affidavit and agreement) for Preferred Stock, the Corporation shallissue and deliver to such holder, or to his, her or its nominees, a certificate or certificates for thenumber of full shares of Common Stock issuable on such conversion in accordance with theprovisions hereof, together with cash as provided in Subsection 4.2 in lieu of any fraction of ashare of Common Stock otherwise issuable upon such conversion and the payment of anydeclared but unpaid dividends on the shares of Preferred Stock converted. Such convertedPreferred Stock shall be retired and cancelled and may not be reissued as shares of such series,and the Corporation may thereafter take such appropriate action (without the need forstockholder action) as may be necessary to reduce the authorized number of shares of PreferredStock accordingly.

FIFTH: Subject to any additional vote required by the Certificate ofIncorporation or Bylaws, in furtherance and not in limitation of the powers conferred by statute,the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any orall of the Bylaws of the Corporation.

SIXTH: Subject to any additional vote required by the Certificate ofIncorporation, the number of directors of the Corporation shall be determined in the manner setforth in the Bylaws of the Corporation.

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SEVENTH: Elections of directors need not be by written ballot unless theBylaws of the Corporation shall so provide.

EIGHTH: Meetings of stockholders may be held within or without the State ofDelaware, as the Bylaws of the Corporation may provide. The books of the Corporation may bekept outside the State of Delaware at such place or places as may be designated from time totime by the Board of Directors or in the Bylaws of the Corporation.

NINTH: To the fullest extent permitted by law, a director of the Corporationshall not be personally liable to the Corporation or its stockholders for monetary damages forbreach of fiduciary duty as a director. If the General Corporation Law or any other law of theState of Delaware is amended after approval by the stockholders of this Article Ninth toauthorize corporate action further eliminating or limiting the personal liability of directors, thenthe liability of a director of the Corporation shall be eliminated or limited to the fullest extentpermitted by the General Corporation Law as so amended.

Any repeal or modification of the foregoing provisions of this Article Ninth bythe stockholders of the Corporation shall not adversely affect any right or protection of a directorof the Corporation existing at the time of, or increase the liability of any director of theCorporation with respect to any acts or omissions of such director occurring prior to, such repealor modification.

TENTH: The following indemnification provisions shall apply to the personsenumerated below.

1. Right to Indemnification of Directors and Officers. The Corporation shallindemnify and hold harmless, to the fullest extent permitted by applicable law as it presentlyexists or may hereafter be amended, any person (an "Indemnified Person") who was or is madeor is threatened to be made a party or is otherwise involved in any action, suit or proceeding,whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the factthat such person, or a person for whom such person is the legal representative, is or was adirector or officer of the Corporation or, while a director or officer of the Corporation, is or wasserving at the request of the Corporation as a director, officer, employee or agent of anothercorporation or of a partnership, joint venture, limited liability company, trust, enterprise ornonprofit entity, including service with respect to employee benefit plans, against all liability andloss suffered and expenses (including attorneys' fees) reasonably incurred by such IndemnifiedPerson in such Proceeding. Notwithstanding the preceding sentence, except as otherwiseprovided in Section 3 of this Article Tenth, the Corporation shall be required to indemnify anIndemnified Person in connection with a Proceeding (or part thereof) commenced by suchIndemnified Person only if the commencement of such Proceeding (or part thereof) by theIndemnified Person was authorized in advance by the Board of Directors.

2. Prepayment of Expenses of Directors and Officers. The Corporation shall pay theexpenses (including attorneys' fees) incurred by an Indemnified Person in defending anyProceeding in advance of its final disposition, provided, however, that, to the extent required bylaw, such payment of expenses in advance of the final disposition of the Proceeding shall bemade only upon receipt of an undertaking by the Indemnified Person to repay all amounts

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advanced if it should be ultimately determined that the Indemnified Person is not entitled to beindemnified under this Article Tenth or otherwise.

3. Claims by Directors and Officers. If a claim for indemnification or advancementof expenses under this Article Tenth is not paid in full within 30 days after a written claimtherefor by the Indemnified Person has been received by the Corporation, the Indemnified Personmay file suit to recover the unpaid amount of such claim and, if successful in whole or in part,shall be entitled to be paid the expense of prosecuting such claim. In any such action theCorporation shall have the burden of proving that the Indemnified Person is not entitled to therequested indemnification or advancement of expenses under applicable law.

4. Indemnification of Employees and Agents. The Corporation may indemnify andadvance expenses to any person who was or is made or is threatened to be made or is otherwiseinvolved in any Proceeding by reason of the fact that such person, or a person for whom suchperson is the legal representative, is or was an employee or agent of the Corporation or, while anemployee or agent of the Corporation, is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation or of a partnership, joint venture,limited liability company, trust, enterprise or nonprofit entity, including service with respect toemployee benefit plans, against all liability and loss suffered and expenses (including attorney'sfees) reasonably incurred by such person in connection with such Proceeding. The ultimatedetermination of entitlement to indemnification of persons who are non-director or officeremployees or agents shall be made in such manner as is determined by the Board of Directors inits sole discretion. Notwithstanding the foregoing sentence, the Corporation shall not be requiredto indemnify a person in connection with a Proceeding initiated by such person if the Proceedingwas not authorized in advance by the Board of Directors.

5. Advancement of Expenses of Employees and Agents. The Corporation may paythe expenses (including attorney's fees) incurred by an employee or agent in defending anyProceeding in advance of its final disposition on such terms and conditions as may be determinedby the Board of Directors.

6. Non-Exclusivity of Rights. The rights conferred on any person by this ArticleTenth shall not be exclusive of any other rights which such person may have or hereafter acquireunder any statute, provision of the certificate of incorporation, these by-laws, agreement, vote ofstockholders or disinterested directors or otherwise.

7. Other Indemnification. The Corporation's obligation, if any, to indemnify anyperson who was or is serving at its request as a director, officer or employee of anotherCorporation, partnership, limited liability company, joint venture, trust, organization or otherenterprise shall be reduced by any amount such person may collect as indemnification from suchother Corporation, partnership, limited liability company, joint venture, trust, organization orother enterprise.

8. Insurance. The Board of Directors may, to the full extent permitted by applicablelaw as it presently exists, or may hereafter be amended from time to time, authorize anappropriate officer or officers to purchase and maintain at the Corporation's expense insurance:(a) to indemnify the Corporation for any obligation which it incurs as a result of the

Exhibit 10-2

JetSuite, Inc. Bylaws

BYLAWS

OF

JETSUITE, INC.

i

TABLE OF CONTENTS

Page

ARTICLE I CORPORATE OFFICES 1

1.01 Registered Office 1 1.02 Offices 1

ARTICLE II MEETINGS OF STOCKHOLDERS 1 2.01 Place Of Meeting 1 2.02 Annual Meeting 1 2.03 Special Meeting 1 2.04 Notice Of Stockholders’ Meeting 2 2.05 Manner Of Giving Notice; Affidavit Of Notice 2 2.06 Quorum 2 2.07 Adjourned Meeting; Notice 2 2.08 Conduct Of Business 2 2.09 Voting 2 2.10 Waiver Of Notice 3 2.11 Stockholder Action By Written Consent Without A Meeting 3 2.12 Record Date For Stockholder Notice; Voting; Giving Consents 3 2.13 Proxies 4

ARTICLE III DIRECTORS 4 3.01 Powers 4 3.02 Number Of Directors 5 3.03 Election, Qualification And Term Of Office Of Directors 5 3.04 Resignation And Vacancies 5 3.05 Place Of Meetings; Meetings By Telephone 6 3.06 Regular Meetings 6 3.07 Special Meetings; Notice 6 3.08 Quorum 7 3.09 Waiver Of Notice 7 3.10 Board Action By Written Consent Without A Meeting 7 3.11 Fees And Compensation Of Directors 7 3.12 Approval Of Loans To Officers 8 3.13 Removal Of Directors 8 3.14 Chairman Of The Board of Directors 8

ARTICLE IV Committees 8 4.01 Committees Of Directors 8 4.02 Committee Minutes 9 4.03 Meetings and Actions of Committees 9

ARTICLE V OFFICERS 9 5.01 Officers 9 5.02 Appointment of Officers 9

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TABLE OF CONTENTS

Page

5.03 Subordinate Officers 95.04 Removal And Resignation Of Officers 105.05 Vacancies In Offices 105.06 Chief Executive Officer 105.07 President 105.08 Vice Presidents 115.09 Secretary 115.10 Chief Financial Officer 115.11 Representation Of Shares Of Other Corporations 125.12 Authority and Duties Of Officers 12

ARTICLE VI INDEMNIFICATION OF DIRECTORS AND OTHER PARTIES 126.01 Indemnification Of Directors And Officers 126.02 Indemnification Of Others 126.03 Payment Of Expenses In Advance 136.04 Indemnity Not Exclusive 136.05 Insurance 136.06 Conflicts 13

ARTICLE VII RECORDS AND REPORTS 147.01 Maintenance And Inspection Of Records 147.02 Inspection By Directors 147.03 Annual Statement To Stockholders 14

ARTICLE VIII GENERAL MATTERS 148.01 Checks 148.02 Execution Of Corporate Contracts And Instruments 158.03 Stock Certificates; Partly Paid Shares 158.04 Special Designation On Certificates 158.05 Lost Certificates 168.06 Construction; Definitions 168.07 Dividends 168.08 Fiscal Year 168.09 Seal 168.10 Transfer Of Stock 178.11 Stock Transfer Agreements 178.12 Registered Stockholders 17

ARTICLE IX AMENDMENTS 17

ARTICLE I CORPORATE OFFICES

1.01 Registered Office

The registered office of the corporation shall be in the City of Dover, County of Kent, State of Delaware. The name of the registered agent of the corporation at such location is Incorporating Services, Inc.

1.02 Office

The Board of Directors may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II MEETINGS OF STOCKHOLDERS

2.01 Place Of Meeting

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the Board of Directors. In the absence of any such designation, stockholders’ meetings shall be held at the registered office of the corporation.

2.02 Annual Meeting

The annual meeting of stockholders shall be held on such date, time and place, either within or without the State of Delaware, as may be designated by resolution of the Board of Directors each year. At the meeting, directors shall be elected and any other proper business may be transacted.

2.03 Special Meeting

A special meeting of the stockholders may be called at any time by the Board of Directors, the chairman of the board, the president or by one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent of the votes at that meeting.

If a special meeting is called by any person or persons other than the Board of Directors, the president or the chairman of the board, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by facsimile transmission to the chairman of the board, the president, any vice president, or the secretary of the corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 2.04 and 2.05 of this Article 11, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after the receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 2.03 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders’ called by action of the Board of Directors may be held.

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2.04 Notice Of Stockholders’ Meeting

All notices of meetings with stockholders shall be in writing and shall be sent or otherwise given in accordance with Section 2.05 of these Bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

2.05 Manner Of Giving Notice; Affidavit Of Notice

Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent of the corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

2.06 Quorum

The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (a) the chairman of the meeting or (b) the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.

2.07 Adjourned Meeting; Notice

When a meeting is adjourned to another time or place, unless these Bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

2.08 Conduct Of Business

The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including the manner of voting and the conduct of business.

2.09 Voting

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.12 of these Bylaws, subject to the provisions of

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Sections 21.7 and 218 of the General Corporation Law of Delaware (relating to voting rights of fiduciaries, pledgors and joint owners of stock and to voting trusts and other voting agreements).

Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock held by such stockholder,

2.10 Waiver of Notice

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice unless so required by the certificate of incorporation or these Bylaws.

2.11 Stockholder Action By Written Consent Without A Meeting

Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation., or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is 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 at which all shares entitled to vote thereon were present and voted.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. If the action which is consented to is such as would have required the filing of a certificate under any section of the General Corporation Law of Delaware if such action had been voted on by stockholders at a meeting thereof, then the certificate filed under such section shall state, in lieu of any statement required by such section concerning any vote of stockholders, that written notice and written consent have been given as provided in Section 228 of the General Corporation Law of Delaware.

Written consents representing actions taken by the stockholders may be executed by electronic mail or facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

2.12 Record Date For Stockholder Notice; Voting; Giving Consents

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board

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of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

If the Board of Directors does not so fix a record date:

(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

(b) The record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the corporation.

(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

2.13 Proxies

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by a written proxy, signed by the stockholder and filed with the secretary of the corporation, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be deemed signed if the stockholder’s name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder’s attorney-in-fact. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212(e) of the General Corporation Law of Delaware.

ARTICLE III DIRECTORS

3.01 Powers

Subject to the provisions of the General Corporation Law of Delaware and any limitations in the certificate of incorporation or these Bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.

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3.02 Number Of Directors

The authorized number of directors of the corporation shall be fixed from time to time by resolution of the Board of Directors. No reduction of the authorized number of directors shall have the effect of removing any director before such director’s term of office expires.

3.03 Election, Qualification And Term Of Office Of Directors

Except as provided in Section 3.04 of these Bylaws, directors shall be, elected thereafter at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these Bylaws, wherein other qualifications for directors may be prescribed. Each director, including a director elected to fill a vacancy, shall bold office until his or her successor is elected and qualified or until his or her earlier resignation or removal.

Elections of directors need not be by written ballot.

3.04 Resignation And Vacancies

Any director may resign at any time upon written notice to the attention of the Secretary of the corporation. For purposes hereof, a notice given by facsimile or electronic mail shall be deemed a written notice. The acceptance of the resignation shall not be necessary to make it effective. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

Unless otherwise provided in the certificate of incorporation or these Bylaws:

(a) Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

(b) Whenever the holders of any class or classes of stock or series thereof, are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these Bylaws, or may apply to the Court of Chancery for a decree summarily ordering an, election as provided in Section 211 of the General Corporation Law of Delaware.

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If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the right to vote for such directors summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the General Corporation Law of Delaware as far as applicable.

3.05 Place Of Meetings; Meetings By Telephone

The Board of Directors of the corporation may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these Bylaws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any committee, by means of conference telephone, videoconference, online conference, or similar communications equipment by means of which all persons participating in the meeting can communicate with each other in real time, and such participation in a meeting shall constitute presence in person at the meeting.

3.06 Regular Meetings

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the board.

3.07 Special Meetings; Notice

Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board, the president, any vice president, the secretary or any two directors.

Notice of the time and place of special meetings shall, be delivered personally, by recognized overnight delivery service, by electronic mail, by telephone, or by first-class mail to each director at that director’s address, electronic mail address, or telephone number (as applicable) as it is shown in the records of the corporation. If the notice is mailed, it shall be deposited in the United States mail, charges prepaid, at least four (4) days before the time of the balding of the meeting. If the notice is delivered personally, by overnight delivery service, by electronic mail, or by telephone it shall be delivered at least forty-eight (48) hours before the time of the holding of the meeting. Any oral notice given personally or by telephone, and any personal delivery or overnight delivery service delivery, may be communicated either to the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose or the place of the meeting, if the meeting is to be held at the principal executive office of the corporation.

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3.08 Quorum

At all meetings of the Board of Directors, a majority of the authorized number of directors shall constitute a quorum for the transaction of business and the act of, a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum is not present at any meeting of the Board of Directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal, of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

3.09 Waiver Of Notice

Whenever notice is required to be given under any provision of the General Corporation Law of Delaware or of the certificate of incorporation or these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall, constitute a waiver of notice of, such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors, or members of a committee of directors, need be specified in any written waiver of notice unless so requited by the certificate of incorporation or these Bylaws.

3.10 Board Action By Written Consent Without A Meeting

Unless otherwise restricted by the certificate of incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the board or committee. Written consents representing actions taken by the board or committee may be executed by telex, telecopy, electronic mail, or other facsimile transmission, and such facsimile shall be valid and binding to the same extent as if it were an original.

3.11 Fees And Compensation Of Directors

Unless otherwise restricted by the certificate of incorporation or these Bylaws, the Board of Directors shall have the authority to fix the compensation of directors. No such compensation shall preclude any director from serving the corporation in any other capacity and receiving compensation therefore.

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3.12 Approval Of Loans To Officers

The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

3.13 Removal Of Directors

Unless otherwise restricted by statute, by the certificate of incorporation or by these Bylaws, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors; provided, however, that if the stockholders of the corporation are entitled to cumulative voting, if less than the entire Board of Directors is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors unless such director has been removed for cause because he or she is deemed by a majority of the stockholders to be ineligible to serve as a director of the corporation, according to any criteria reasonably established by the stockholders in order to conform to applicable laws and regulations affecting the corporation’s business.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

3.14 Chairman Of The Board of Directors

The corporation may also have, at the discretion of the Board of Directors, a chairman of, the Board of Directors who shall not be considered an officer of the corporation.

ARTICLE IV COMMITTEES

4.01 Committees Of Directors

The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation, The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. ill the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, or in these Bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have

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the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required by this chapter to be submitted to stockholders for approval or (ii) adopting, amending or repeating any Bylaw of the corporation.

4.02 Committee Minutes

Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

4.03 Meetings and Actions of Committees

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Section 3.05 (place of meetings and meetings by telephone), Section 3.06 (regular meetings), Section 3.07 (special meetings and notice), Section 3.08 (quorum), Section 3.09 (waiver of notice), and Section 3.10 (action without a meeting) of these Bylaws, with such changes in the context of such provisions as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.

ARTICLE V OFFICERS

5.01 Officers

The officers of the corporation shall include a chief executive officer, a president, a secretary, and a chief financial officer. The corporation may also have, at the discretion of the Board of Directors, a chief operating officer, a director of marketing or business development, one or more vice presidents, one or more assistant secretaries, a treasurer and one or more assistant treasurers, and any number of other officers, all as may be appointed in accordance with the provisions of Section 5.03 of these Bylaws. Any number of offices may be held by the same person.

5.02 Appointment of Officers

The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.03 or 5.05 of these Bylaws, shall be appointed by the Board of Directors, subject to the rights, if any, of an officer under any contract of employment.

5.03 Subordinate Officers

The Board of Directors may appoint, or empower the chief executive officer or the president to appoint, such other officers and agents as the business of the corporation may require, each of

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whom shall hold office for such period, have such authority, and perform such duties-as are provided in these Bylaws or as the Board of Directors may from time to time determine.

5.04 Removal and Resignation Of Officers

Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board of Directors at any regular or special meeting of the board or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

Any officer may resign at any time by giving written notice to the attention of the Secretary of the corporation. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective provided, however, that in the event such resignation is not promptly accepted and the officer continues to serve in his or her official capacity beyond the effective date, such resignation shall be deemed ineffective. Any resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.

5.05 Vacancies In Offices

Any vacancy occurring among the offices of chief executive officer, president, secretary, and chief financial officer shall be filled by the Board of Directors. Vacancies in other offices may be filled by the Board of Directors or, or by the chief executive officer or president if so empowered by the Board of Directors.

5.06 Chief Executive Officer

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if any, the chief executive officer of the corporation shall, subject to the control of the Board of Directors, have general supervision, direction, and control of the business and the officers of the corporation. He or she shall preside at all meetings of the stockholders and, in the absence or nonexistence of a chairman of the board, at all meetings of the Board of Directors and shall have the general powers and duties of management usually vested in the office of chief executive officer of a corporation and shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

5.07 President

Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board (if any) or the chief executive officer, the president shall have general supervision, direction, and control of the business and other officers of the corporation. He or she shall have the general powers and duties of management usually vested in the office of president of a corporation and such other powers and duties as may be prescribed by the Board of Directors or these Bylaws.

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5.08 Vice Presidents

In the absence or disability of the chief executive officer and president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president and when so acting shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors, these Bylaws, the president or the chairman of the board.

5.09 Secretary The secretary shall keep or cause to be kept, at the principal executive office of the corporation or such other place as the Board of Directors may direct, a book of minutes of all meetings and actions of directors, committees of directors, and stockholders. The minutes shall show the time and place of each meeting, the names of those present at directors’ meetings or committee meetings, the number of shares present or represented at stockholders’ meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, at the principal executive office of the corporation or at the office of the corporation’s transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates evidencing such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

The secretary shall give, or cause to be given, notice of all meetings of the stockholders and of the Board of Directors required to be given by law or by these Bylaws. He or she shall keep the seal of the corporation, if one be adopted, in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or by these Bylaws.

5.10 Chief Financial Officer

The chief financial officer, shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The chief financial officer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board of Directors. He or she shall disburse the fiends of the corporation as may be ordered by the Board of Directors, shall render to the president, the chief executive officer, or the directors, upon request, an account of all his or her transactions as chief financial officer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

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5.11 Representation Of Shares Of Other Corporations

The chairman of the board, the chief executive officer, the president, any vice president, the chief financial officer, the secretary or assistant secretary of this corporation, or any other person authorized by the Board of Directors or the chief executive officer or the president or a vice president, is authorized to vote, represent, and exercise on behalf of this corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of this corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by the person having such authority.

5.12 Authority and Duties Of Officers

In addition to the foregoing authority and duties, all officers of the corporation shall respectively have such authority and perform such duties in the management of the business of the corporation as may be designated from time to time by the Board of Directors or the stockholders.

ARTICLE VI INDEMNIFICATION OF DIRECTORS AND OTHER PARTIES

6.01 Indemnification Of Directors And Officers

The corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.01, a “director” or “officer” of the corporation includes any person (a) who is or, was a director or officer of the corporation, (b) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

6.02 Indemnification of Others The corporation shall have the power, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.02, an “employee’ or “agent” of, the corporation (other than a director or officer) includes any person (a) who is or was an employee or agent of the corporation, (b) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was an employee or agent of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation.

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6.03 Payment Of Expenses In Advance

Expenses incurred in defending any action or proceeding for which indemnification is required pursuant to Section 6.01 or for which indemnification is permitted pursuant to Section 6.02 following authorization thereof by the Board of Directors shall be paid by the corporation in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of the indemnified party to repay such amount if it shall ultimately be determined that the indemnified party is not entitled to be indemnified as authorized in this Article Vl.

6.04 Indemnity Not Exclusive

The indemnification provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, to the extent that such additional rights to indemnification are authorized in the certificate of incorporation.

Notwithstanding the foregoing, the indemnification provided by this Article VI may be limited by any exclusions or limitations in coverage that are made in any indemnification agreement or agreement containing similar terms between the indemnified party and the corporation. Such exclusions or limitations shall not be inferred, but must be set forth explicitly in the language of such agreement, in such a way that it is clear that they apply not only to the agreement but to these Bylaws or generally to such indemnification obligations as may be in place.

6.05 Insurance

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent 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 against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or, not the corporation would have the power to indemnify him or her against such, liability under the provisions of the General Corporation Law of Delaware. The failure of the corporation to provide insurance, or the denial of coverage by the applicable insurance company, shall not limit the corporation’s indemnification, obligations under Sections 6.01 through 6.04 of, these Bylaws.

6.06 Conflicts

No indemnification or advance shall be made -under this Article VI, except where such indemnification or advance is mandated by law or the order, judgment or decree of any court of competent jurisdiction, in any circumstance where it appears:

(a) That it would be inconsistent with a provision of the certificate of incorporation, these Bylaws, a resolution of the stockholders or an agreement in effect at the time of the accrual of the alleged cause of the action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or

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(b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement.

ARTICLE VII RECORDS AND REPORTS

7.01 Maintenance And Inspection Of Records

The corporation shall, either at its principal executive offices or at such place or places as designated by the Board of Directors, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these Bylaws as amended to date, accounting books, and other records,

Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for, business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing that authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in Delaware or at its principal place of business.

7.02 Inspection By Directors

Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts there from. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

7.03 Annual Statement To Stockholders

The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

ARTICLE VIII GENERAL MATTERS

8.01 Checks

From time to time, the Board of Directors shall determine by resolution which person or persons may sign or endorse all checks, drafts, other orders for payment of money, notes or other evidences of indebtedness that are issued in the name of or payable to the corporation, and only the persons so authorized shall sign or endorse those instruments.

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8.02 Execution Of Corporate Contracts And Instruments

The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances. Unless so authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

8.03 Stock Certificates; Partly Paid Shares

The shares of a corporation shall be represented by certificates, provided that the Board of Directors of the corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the corporation by the chairman or vice-chairman of the Board of Directors, or the president or vice-president, and by the chief financial officer or an assistant treasurer, or the secretary or an assistant secretary of such corporation representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if be or she were such officer, transfer agent or registrar at the date of issue.

The corporation may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

8.04 Special Designation On Certificate If the corporation is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the corporation shall issue to represent such class or series of stock; provided, however, that, except as otherwise provided in Section ~02 of the General Corporation Law of Delaware, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the corporation shall issue to represent such class or series of stock a statement that the corporation will furnish, without charge to each

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stockholder who so requests the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

8.05 Lost Certificates

Except as provided in this Section 8.05, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the corporation and cancelled at the same time. The corporation may issue a new certificate of stock or uncertificated shares in the place of any certificate previously issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or the owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

8.06 Construction; Definitions

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Delaware General Corporation Law shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both a corporation and a natural person.

8.07 Dividends

The directors of the corporation, subject to any restrictions contained in (a) the General Corporation Law of Delaware or (b) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the corporation’s capital stock.

The directors of the corporation may set apart out of any of the funds of the corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the corporation, and meeting contingencies.

8.08 Fiscal Year

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors and may be changed by the Board of Directors.

8.09 Seal

The corporation may adopt a corporate seal, which may be altered at pleasure, and may use the same by causing it or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

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8.10 Transfer Of Stock

Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction in its books.

8.11 Stock Transfer Agreements

The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner riot prohibited by the General Corporation Law of Delaware.

8.12 Registered Stockholders

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner, shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE IX AMENDMENTS

The Bylaws of the corporation may be adopted, amended or repealed by the stockholders entitled to vote; provided, however, that the corporation may, in its certificate of incorporation, confer the power to adopt, amend or repeal Bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal Bylaws.

Exhibit 11

JetSuite, Inc. Certificate of Good Standing

Exhibit 12

JetSuite, Inc. Affidavit of Citizenship

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