CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
WHEELS UP EXPERIENCE INC.
PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE STATE OF DELAWARE
April 24, 2026
Wheels Up Experience Inc., a corporation organized under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:
1.The name of the Corporation is “Wheels Up Experience Inc.”
2.The Corporation’s Amended and Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 15, 2023.
3.This Certificate of Amendment to Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation, effective immediately after the close of trading on The New York Stock Exchange on April 24, 2026 (the “Effective Time”).
4.The amendment set forth in this Certificate of Amendment to Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
5.The text of Section 4.1 of the Amended and Restated Certificate of Incorporation is amended in its entirety and shall be replaced with the following, effective as of the Effective Time:
Section 4.1 Authorized Capital Stock.
(a) The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue, is 100,000,000 shares, consisting of (i) 75,000,000 shares of Class A common stock (“Class A Common Stock”), and (ii) 25,000,000 shares of preferred stock (“Preferred Stock”). The number of authorized shares of Class A Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares of such class or series thereof then outstanding) by the affirmative vote of the holders of capital stock representing a majority of the voting power of all the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the DGCL, and no vote of the holders of Class A Common Stock or Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is required pursuant to this Amended and Restated Certificate of Incorporation (this
“Certificate of Incorporation”) or any Preferred Stock Designation (as defined below) designating a series of Preferred Stock.
(b) Immediately after the close of trading on The New York Stock Exchange (the “NYSE”) on April 24, 2026 (the “Effective Time”), each 20 shares of Class A Common Stock issued and outstanding or held by the Corporation in treasury immediately prior to the Effective Time will be reclassified and combined into one (1) issued, fully paid and nonassessable share of Class A Common Stock, without any action required on the part of the Corporation or the holders of such Class A Common Stock. In addition, the number of authorized shares of Class A Common Stock shall be contemporaneously reduced proportionally such that the total number of authorized shares of capital stock and Class A Common Stock shall be as set forth in Section 4.1(a) hereof. No fractional shares of Class A Common Stock will be issued in connection with the reclassification and combination of shares of Class A Common Stock pursuant to this Section 4.1(b). Stockholders who otherwise would be entitled to receive fractional shares of Class A Common Stock shall be entitled to receive cash (without interest) from the Corporation’s transfer agent in lieu of such fractional shares. Any such stockholder who otherwise would be entitled to receive fractional shares that holds Class A Common Stock (i) in book-entry form shall submit a transmission letter to the Corporation’s transfer agent to receive payment in lieu of receipt of fractional shares, (ii) in certificated form, if any, shall receive payment in lieu of receipt of fractional shares upon the surrender of the stockholder’s certificates that immediately prior to the Effective Time represented shares of Class A Common Stock (“Old Certificates”) to the Corporation’s transfer agent, or (iii) in another uncertificated form either registered in such stockholder’s own name or through a broker or other nominee will receive payment from Corporation’s transfer agent in lieu of receipt of fractional shares, in each case such payment to be in an amount equal to the product obtained by multiplying (y) the closing price per share of the Class A Common Stock as reported on the NYSE as of the Effective Time, as adjusted by the applicable reverse stock split ratio described in the first sentence of this Section 4.1(b), by (z) the fraction of one share owned by such stockholder taking into account the reverse stock split. Each Old Certificate shall thereafter represent that number of shares of Class A Common Stock into which the shares of Class A Common Stock represented by the Old Certificate shall have been combined, subject to the treatment of any fractional shares as described above.
(Signature Page Follows; Remainder of Page Intentionally Left Blank)
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Amended and Restated Certificate of Incorporation to be duly executed and acknowledged in its name and on its behalf by the undersigned as of the date first set forth above.
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| WHEELS UP EXPERIENCE INC. | |
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| |
| By: | /s/ Matthew J. Knopf | |
| Name: Matthew J. Knopf | |
| Title: Chief Legal Officer & Secretary | |
Signature Page
to
Certificate of Amendment
to
Amended and Restated Certificate of Incorporation
of
Wheels Up Experience Inc.
AMENDMENT NO. 4
TO
SEVENTH AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT OF
WHEELS UP PARTNERS HOLDINGS LLC
This AMENDMENT NO. 4 (this “Amendment”) to the Seventh Amended and Restated Limited Liability Company Agreement, dated as of July 13, 2021 (as amended by Amendment No. 1 thereto, dated as of April 1, 2022, as further amended by Amendment No. 2 thereto, dated as of June 7, 2023, and as further amended by Amendment No. 3 thereto, dated as of March 10, 2025, the “LLC Agreement”), of Wheels Up Partners Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of April 24, 2026, by and among the Company and Wheels Up Experience Inc., a Delaware corporation (the “Managing Member” or “PubCo”). Except as otherwise provided herein, capitalized terms used herein shall have the meanings set forth in the LLC Agreement.
WHEREAS, at the 2025 annual meeting of stockholders of PubCo held on June 10, 2025 (the “2025 Annual Meeting”), the stockholders of PubCo approved a voting proposal to authorize the Board, in its discretion, to effect at any time prior to the 2026 annual meeting of stockholders of PubCo, (i) a reverse stock split of PubCo’s outstanding shares of Class A Common Stock at a reverse stock split ratio of not less than 1-for-5 and not greater than 1-for-20, with an exact ratio within that range as may be determined by the Board at a later date (the “2026 Reverse Stock Split”) and (ii) contemporaneously with the 2026 Reverse Stock Split, a reduction in the number of authorized shares of Class A Common Stock by a ratio corresponding to the reverse stock split ratio (the “2026 Authorized Share Reduction”);
WHEREAS, on April 13, 2026, the Board approved an amendment to PubCo’s Amended and Restated Certificate of Incorporation to, among other things, effect the 2026 Reverse Stock Split at a reverse stock split ratio of 1-for-20, and to contemporaneously effect the 2026 Authorized Share Reduction, in each case effective immediately after the close of trading on The New York Stock Exchange on April 24, 2026 by filing a Certificate of Amendment to Amended and Restated Certificate of Incorporation of PubCo with the Secretary of State of the State of Delaware at or prior to such time;
WHEREAS, pursuant to Section 4.1(i) of the LLC Agreement, PubCo shall not in any manner effect any subdivision (by any equity split, equity distribution, reclassification, recapitalization or otherwise) or combination (by reverse equity split, reclassification, recapitalization or otherwise) of the outstanding PubCo Common Stock or any other class or series of Equity Security of PubCo, unless accompanied by an identical subdivision or combination, as applicable, of the outstanding Units or other related class or series of Equity Security of the Company, with corresponding changes made with respect to any applicable exchangeable or convertible Equity Securities of the Company and PubCo; and
WHEREAS, the Company and Managing Member desire to enter into this Amendment to amend the LLC Agreement pursuant to Section 12.1(b) thereof to effect an identical combination of the outstanding Units and Equity Securities of the Company with corresponding changes made to the Class A Common Stock as a result of the Reverse Stock Split.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1.Amendments to LLC Agreement.
a.The definitions of “PubCo Reverse Stock Split”, “PubCo RSS Ratio” and “PubCo RSS Effective Time” in Section 1.1 of the LLC Agreement are hereby deleted in their entirety.
b.The following definitions of “PubCo 2023 Reverse Stock Split”, “PubCo 2023 RSS Effective Time”, “PubCo 2023 RSS Ratio”, “PubCo 2026 Reverse Stock Split”, “PubCo 2026 RSS Effective Time”, “PubCo 2026 RSS Ratio” and “PubCo Cumulative RSS Ratio” are each hereby added in their entirety to Section 1.1 of the LLC Agreement as follows:
““PubCo 2023 Reverse Stock Split” means the reverse stock split of the issued shares of Class A Common Stock (including issued and outstanding shares and treasury stock) at the PubCo 2023 RSS Ratio and contemporaneously therewith, a corresponding reduction in the number of authorized shares of Class A Common Stock by the PubCo 2023 RSS Ratio, in each case effective as of the PubCo 2023 RSS Effective Time.”
““PubCo 2023 RSS Effective Time” means immediately after the close of trading on The New York Stock Exchange on June 7, 2023.”
““PubCo 2023 RSS Ratio” means 1-for-10.”
““PubCo 2026 Reverse Stock Split” means the reverse stock split of the issued shares of Class A Common Stock (including issued and outstanding shares and treasury stock) at the PubCo 2026 RSS Ratio and contemporaneously therewith, a corresponding reduction in the number of authorized shares of Class A Common Stock by the PubCo 2026 RSS Ratio, in each case effective as of the PubCo 2026 RSS Effective Time.”
““PubCo 2026 RSS Effective Time” means immediately after the close of trading on The New York Stock Exchange on April 24, 2026.”
““PubCo 2026 RSS Ratio” means 1-for-20.”
““PubCo Cumulative RSS Ratio” means 1-for-200, reflecting the cumulative effect of the PubCo 2023 RSS Ratio and PubCo 2026 RSS Ratio as of the PubCo 2026 RSS Effective Time.”
c.The definition of “First Tier Vesting Event” set forth in Section 1.1 of the LLC Agreement is hereby deleted in its entirety and replaced as follows:
““First Tier Vesting Event” means the occurrence of (i) the “First Earnout Achievement Date” under the Merger Agreement or (ii) the events described in Section 3.4(e)(i) of the Merger Agreement, in each case, subject to the provisions and limitations set forth in Section 3.4 of the Merger Agreement and, effective as of the PubCo 2026 RSS Effective Time, as equitably adjusted to reflect the PubCo Cumulative RSS Ratio and the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board.”
d.The definition of “Full Vesting Event” set forth in Section 1.1 of the LLC Agreement is hereby deleted in its entirety and replaced as follows:
““Full Vesting Event” means, with respect to all EO Units, the occurrence of the events described in Section 3.4(e)(iii) of the Merger Agreement, in each case, as of the PubCo 2026 RSS Effective Time, as equitably adjusted to reflect the PubCo Cumulative RSS Ratio and the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board.”
e.The definition of “Hurdle Amount” set forth in Section 1.1 of the LLC Agreement is hereby deleted in its entirety and replaced as follows:
““Hurdle Amount” means, for each Series of PI Unit issued and outstanding and held by MIP LLC as of the PubCo 2026 RSS Effective Time, the Hurdle Amount per PI Unit set forth on Schedule A (which, for the avoidance of doubt, reflects equitable adjustments corresponding to the PubCo Cumulative RSS Ratio relative to the Hurdle Amounts as of the Effective Time). For purposes of this definition, the term “PI Units” shall include (and such PI Units shall be treated as a continuation of) each Series of Profits Interests that were issued to MIP LLC prior to the date hereof and which were converted to a corresponding Series of PI Units pursuant to the Merger Agreement.”
f.The definition of “Minimum Exchange Amount” set forth in Section 1.1 of the LLC Agreement is hereby deleted in its entirety and replaced as follows:
““Minimum Exchange Amount” means the lesser of (a) 25 Vested Units and (b) all of the Vested Units then held by the applicable Exchange Member.”
g.The definition of “Second Tier Vesting Event” set forth in Section 1.1 of the LLC Agreement is hereby deleted in its entirety and replaced as follows:
““Second Tier Vesting Event” means the occurrence of (i) the “Second Earnout Achievement Date” under the Merger Agreement or (ii) the events described in Section 3.4(e)(ii) of the Merger Agreement, in each case, subject to the provisions and limitations set forth in Section 3.4 of the Merger Agreement and, effective as of the PubCo 2026 RSS Effective Time, as equitably adjusted to reflect the PubCo Cumulative RSS Ratio and the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board.”
h.The definition of “Third Tier Vesting Event” set forth in Section 1.1 of the LLC Agreement is hereby deleted in its entirety and replaced as follows:
““Third Tier Vesting Event” means the occurrence of (i) the “Third Earnout Achievement Date” under the Merger Agreement or (ii) the events described in Section 3.4(e)(iii) of the Merger Agreement, in each case, subject to the provisions and limitations set forth in Section 3.4 of the Merger Agreement and, effective as of the PubCo 2026 RSS Effective Time, as equitably adjusted to reflect the PubCo Cumulative RSS Ratio and the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board.”
i.Article III of the LLC Agreement is hereby deleted in its entirety and replaced as follows:
“Article III.
PUBCO 2023 REVERSE STOCK SPLIT AND PUBCO 2026 REVERSE STOCK SPLIT
Section 3.1 Equitable Adjustments Resulting From PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split. For purposes of this Agreement, effective as of the PubCo 2026 RSS Effective Time, it is the intention of the parties hereto that any outstanding class or series of Units or interests of the Company, MIP LLC or MIP RI LLC reflect all necessary equitable adjustments as a result of each of the PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split, as closely as possible and in each case with respect to the number of Units or interests or Hurdle Amount or other exercise, hurdle, strike, vesting or other similar price, and to preserve the intended economic value for such Units or interests, such that as of the PubCo 2026 RSS Effective Time, among other things:
(a)the number of Common Units shall be deemed to have been reduced by the PubCo Cumulative RSS Ratio in the same manner as such reduction occurred for the outstanding Class A Common Stock, including with respect to the treatment(s) of fractional shares of Class A Common Stock as determined by the Board;
(b)any number of outstanding Units or interests other than Common Units, whether vested or unvested, shall be deemed to have been reduced by the PubCo Cumulative RSS Ratio and, with respect to any outstanding PI Units, Restricted Interests and EO Units (except to the extent vested and exchanged for shares of Class A Common Stock prior to the PubCo 2026 RSS Effective Time), shall be reduced to reflect the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board;
(c)with respect to the EO Units and any related defined terms used herein which are as set forth in the Merger Agreement and/or Sections 3.3(b), 3.3(c) and 3.4 of the Merger Agreement, effective as of the PubCo 2026 RSS Effective Time:
(i)any number of Wheels Up EO Units (as defined in the Merger Agreement) issuable shall be reduced by the PubCo Cumulative RSS Ratio, including such Wheels Up EO Units referred to in Section 3.3(b), 3.3(c) and 3.4 of the Merger Agreement;
(ii)for purposes of determining “Effective Time Company Fully Diluted Shares” for any calculation, such “Effective Time Company Fully Diluted Shares” shall be reduced by the PubCo Cumulative RSS Ratio and further reduced to reflect the corresponding treatment(s) of fractional Units, interests and shares, as applicable, as determined by the Board;
(iii)for purposes of calculating “First Earnout Fully Diluted Shares”, “Second Earnout Fully Diluted Shares” and “Third Earnout Fully Diluted Shares”, any fractional PI Units or Restricted Interests forfeited or cancelled as a result of the PubCo 2023 Reverse Stock Split or PubCo 2026 Reverse Stock Split, as applicable, due to the corresponding treatment of fractional Units, interests and shares, as applicable, as determined by the Board, shall reduce such number of shares as of the PubCo 2023 RSS Effective Time or PubCo 2023 RSS Effective Time, as applicable; and
(iv)any minimum VWAP (as defined in the Merger Agreement) dollar threshold with respect to the “First Earnout Achievement Date,” “Second Earnout Achievement Date” and “Third Earnout Achievement Date” shall be deemed to have been increased as follows: (y) effective as of the PubCo 2023 RSS Effective Time: (A) the applicable minimum VWAP dollar threshold, multiplied by (B) the inverse of the PubCo 2023 RSS Ratio (i.e., 10:1); and (z) effective as of the PubCo 2026 RSS Effective Time: (A) the applicable minimum VWAP dollar threshold, multiplied by (B) the inverse of the PubCo Cumulative RSS Ratio (i.e., 200:1).”
j.Effective as of the PubCo 2026 RSS Effective Time, Schedule A to the LLC Agreement is hereby deleted and replaced in its entirety with Schedule A attached hereto.
k.Effective as of the PubCo 2026 RSS Effective Time, Exhibit A of the LLC Agreement is hereby deleted and replaced in its entirety with Exhibit A attached hereto.
2.LLC Agreement. Except as provided herein, the LLC Agreement remains in full force and effect and is ratified in all respects. On and after the effectiveness of this Amendment, each reference in the LLC Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the LLC Agreement in any other agreements, documents or instruments executed and delivered pursuant to the LLC Agreement shall mean and be a reference to the LLC Agreement, as amended by this Amendment.
3.Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. No Party shall raise the use of email or other electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of email or other electronic transmission as a defense to the formation or enforceability of a contract and each Party forever waives any such defense.
4.Governing Law. This Amendment and all claims or causes of action based upon, arising out of, or related to this Amendment or the matters contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.
(Remainder of page left intentionally blank)
IN WITNESS WHEREOF, the parties have entered into this Amendment No. 4 as of the date first above written.
COMPANY:
WHEELS UP PARTNERS HOLDINGS LLC
By: /s/ Matthew J. Knopf
Name: Matthew J. Knopf
Title: Chief Legal Officer
MANAGING MEMBER:
WHEELS UP EXPERIENCE INC.
By: /s/ Matthew J. Knopf
Name: Matthew J. Knopf
Title: Chief Legal Officer & Secretary
Signature Page to
Amendment No. 4 to
Seventh Amended and Restated Limited Liability Company Agreement of
Wheels Up Partners Holdings LLC
Schedule A
HURDLE AMOUNTS
(As Adjusted to Reflect the Cumulative Effect of the PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split, effective as of the PubCo 2026 RSS Effective Time)
| | | | | |
PI Unit Series | Hurdle Amount*
($ per PI Unit) |
Series 1, 2, 2A | 436.00 |
Series 3 | 594.00 |
Series 4 | 1,098.00 |
Series 5 | 1,300.00 |
Series 6, 7 | 1,408.00 |
Series 8, 9, 10 | 1,512.00 |
Series 11 | 1,676.00 |
Series 12 | 1,738.00 |
* Hurdle Amounts in the table above reflect the Hurdle Amount as of the Effective Time, multiplied by the inverse of the PubCo Cumulative RSS Ratio, and rounded down to the nearest whole cent.
Exhibit A
MEMBERS
1.Effective Time Common Units, PI Units and EO Units (as adjusted to reflect the PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split, effective beginning as of the PubCo 2026 RSS Effective Time):*
| | | | | | | | | | | | | | |
Name | Common Units | PI Units | EO Units | Address |
Wheels Up Experience Inc. | 839,615 | | | 2135 American Way Chamblee, Georgia 30341 |
Wheels Up Blocker Sub LLC | 386,447 | | | 2135 American Way Chamblee, Georgia 30341 |
Wheels Up MIP LLC | | 145,209 (see below for Series and Hurdle Amounts) | 6,466 | 2135 American Way Chamblee, Georgia 30341 |
Wheels Up MIP RI LLC | | | 1,034 | 2135 American Way Chamblee, Georgia 30341 |
2.PI Units by Series, with corresponding Hurdle Amount (as adjusted to reflect the PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split, effective as of the PubCo 2026 RSS Effective Time):*
| | | | | | | | |
PI Unit Series | Hurdle Amount** ($ per PI Unit) | Number of PI Units |
Series 1, 2, 2A | 436.00 | 18,145 |
Series 3 | 594.00 | 3,389 |
Series 4 | 1,098.00 | 15,164 |
Series 5 | 1,300.00 | 27,079 |
Series 6, 7 | 1,408.00 | 31,484 |
Series 8, 9, 10 | 1,512.00 | 42,157 |
Series 11 | 1,676.00 | 6,871 |
Series 12 | 1,738.00 | 920 |
* Unit counts in Tables 1 and 2 above reflect adjustments as a result of the PubCo Cumulative RSS Ratio and rounding down to the nearest whole Unit, which represents the maximum number of Units that could have been issued and outstanding as of the Effective Time taking into account the cumulative effects of the PubCo 2023 Reverse Stock Split and PubCo 2026 Reverse Stock Split. The Company’s internal records will be updated to reflect the actual number of issued and outstanding Common Units, PI Units and EO Units as of the PubCo 2026 RSS Effective Time, including to reflect any issuances, cancellations or forfeitures of Units or interests prior to or as of the PubCo 2026 RSS Effective Time.
** Hurdle Amounts in Table 2 above reflect the Hurdle Amount as of the Effective Time, multiplied by the inverse of the PubCo Cumulative RSS Ratio, and rounded down to the nearest whole cent.