EX1A-2A CHARTER

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The Baker Law Firm, L.L.C.

Clients Come First

June 4, 2019

To Whom It May Concern:

My name is Michael S. Baker and I represent Mr. Robert Zummo in CR2018-136436- 001, a criminal matter out of the Maricopa County Superior Court. I have represented Mr. Zummo since July, 2018. During the period of time I have represented Mr. Zummo, he has been nothing short of a pleasant, well intentioned, and excellent client to represent. I have practiced criminal defense in Arizona for the last fifteen (15) years and cannot say that I’ve had a better criminal defense client to work with.

That being said, it is my fervent opinion that what happened to Mr. Zummo is tragic. It is true that he was charged with three counts of Aggravated Assault. However, without going exhaustively into the facts, I believe Mr. Zummo was actually the victim in this matter. Notwithstanding my opinion, Mr. Zummo faced decades behind prison for the three charges he faced. For example, one count had a minimum sentence of at least five (5) years in prison and a maximum sentence of fifteen (15) years in prison. Two of the counts had a minimum sentence of seven (7) years in prison and a maximum sentence of twenty-one (21) years in prison. As a result of the potential prison term he faced if he went to trial on all three charges, he decided to accept a plea offer that will allow him probation.

What has happened to Mr. Zummo is not uncommon in the criminal justice system. Our state legislatures across this country have written draconian sentencing laws to be “tough on crime”. The other side of that coin is that most defendants like Mr. Zummo will never go to trial for fear if they lose they will spend the rest of their life in prison. I do not think for one second that Mr. Zummo, a veteran, a man with no criminal history whatsoever, intended or desired to place any other persons in fear of harm on the date and time of the incident which comprised the basis of the three charges he faced. He thought he was protecting his home and family from being burglarized or threatened. As is apt to happen, there was an overreaction by law enforcement and an unwillingness on the part of the state’s attorney’s office or police to look at the entire matter impartially. Accordingly, Mr. Zummo accepted a plea agreement that unfortunately required him to accept guilt but allowed him to be on probation.

Should you have any questions related to this matter please feel free to contact me at your convenience. Thank you.

Very Truly Yours

s/Michael Baker

Michael S. Baker

The Baker Law Firm

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PART II AND III

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

FORM 1-A/A: AMENDMENT #4

Offering Circular

For

Zummo Flight Technologies Corporation

An Arizona Corporation

 

OFFERING UP TO 3,750,000 CLASS B COMMON SHARES

MINIMUM INVESTMENT AMOUNT OF $500.00

 January 26, 2021

SECURITIES OFFERED : Equity in the form of 3,750,000 Class B Common Shares

MAXIMUM OFFERING AMOUNT : $18,750,000.00

MINIMUM OFFERING AMOUNT : $0

MINIMUM INVESTMENT : $500.00

CONTACT INFORMATION :

Zummo Flight Technologies Corporation

8311 E. Via de Ventura, #2082
Scottsdale, AZ 85258
Phone: 571-276-1067

Zummo Flight Technologies Corporation (“ZFT” or the “Company”) is an Arizona Corporation, originally formed on June 6, 2014 under the name RJ Helicopter Corporation. On August 10, 2017 the Company filed an amendment to the Articles of Incorporation changing the company name from RJ Helicopter Corporation to Zummo Flight Technologies Corporation (see Exhibit EX1A-2A “Amended Articles of Incorporation, Original Articles of Incorporation, Name Change Records).

The Company is offering (the “Offering”) by means of this offering circular (the “Offering Circular”) Company equity in the form of Class B common stock denominated in Class B shares (the “Shares) on a “best efforts” and ongoing basis to investors who meet the Investor Suitability standards as set forth herein. (See “Investor Suitability Standards” below.) The Company will offer Shares through its own website www.zummotechnologies.com (“Platform”) through the efforts of its Directors, Officers, and employees of the Company.

There are no underwriting fees or commissions currently associated with this Offering; however the Company may engage sales associates after this Offering commences. Nonetheless, the Company projects to spend Two Hundred Thousand Dollars ($200,000) in total Offering expenses including legal and accounting expenses, and other miscellaneous expenses, not including state filing fees.

The Company intends to use the proceeds of this Offering (“Proceeds”) to continue research and development operations of the Company.

The minimum investment amount per Investor is Five Hundred Dollars ($500.00) for the Offering (“Minimum Investment Amount”). Although the Company does not intend to list the Shares for trading on any exchange or other trading market, the Company has adopted withdrawal provisions designed to provide Investors with limited liquidity for their investment in the Company. (see “Redemption Provisions” below). The Board reserves the right to list the securities on a trading market in the future.

Sales of the Shares pursuant to the Offering will commence immediately upon qualification of the Offering by the SEC (the “Effective Date”) and will terminate at the discretion of the Board or twelve (12) months following the Effective Date, whichever is earlier. The maximum amount of the Offering shall not exceed Eighteen Million, Seven Hundred Fifty Thousand Dollars ($18,750,000) in any twelve (12) month period (“Maximum Offering Amount”) in accordance with Tier II of Regulation A as set forth under the Securities Act of 1933, as amended.

This Offering Circular conforms to the requirements of the Securities and Exchange Commission Form 1-A.

The Company intends to offer the Shares described herein on a continuous and ongoing basis pursuant to Rule 251(d)(3)(i)(f). Further, the acceptance of Investor subscriptions, may be briefly paused at times to allow the Company to effectively and accurately process and settle subscriptions that have been received. (See “Terms of the Offering” below.) The Company may increase the Maximum Offering Amount at its sole and absolute discretion, subject to qualification by the SEC of a post-qualification amendment.

Prior to this Offering, there has been no public market for the Shares, and none is expected to develop. The Offering price is arbitrary and does not bear any relationship to the value of the assets of the Company. The Company does not currently have plans to list any Shares on any securities market. Investing in the Company through the purchase of Shares involves risks, some of which are set forth below. See the section titled “Risk Factors” to read about the factors an Investor should consider prior to purchasing Shares.

Investors who purchase Shares will become Shareholders of the Company subject to the terms of the Shareholders’ Agreement (the “Shareholders’ Agreement”) and the Bylaws of ZFT (the “Bylaws”) once the Company deposits the Investor’s investment into the Company’s main operating account. (See Exhibits EX1A-2B “Bylaws of Zummo Flight Technologies” and Exhibit EX1A-3 “Shareholders’ Agreement”).

There will be no escrow account since there is no Minimum Offering Amount for this Offering.

The Directors and Officers will receive compensation from the Company as employees. (See “Risk Factors”, “Compensation of Directors and Officers” below.) Investing in the Shares is speculative and involves substantial risks, including risk of complete loss. Prospective Investors should purchase these securities only if they can afford a complete loss of their investment. (See “Risk Factors” below starting on Page 8) There are material income tax risks associated with investing in the Company that prospective Investors should consider.

As of the date of this Offering Circular, the Company has not engaged a transfer agent, and does not intend to engage a transfer agent until such time as the Company is required to do so in order to satisfy the conditional exemption contained in Rule 12g5-1(a)(7) of the Securities Exchange Act of 1934, as applicable, or the Exchange Act.

The Company will commence sales of the Shares immediately upon qualification of the Offering by the SEC. The Company approximates that sales will commence during Q1 - 2021.

	Price to Public*	Underwriting Discounts and Commissions**	Proceeds to the Company***	Proceeds to other Persons
Amount to be Raised per Interest	$5	$0	$5	$0
Minimum Investment Amount	$500	$0	$500	$0
Minimum Offering Amount	$0	$0	$0	$0
Maximum Offering Amount	$18,750,000	$0	$18,750,000	$0

*The Offering price to investors was arbitrarily determined by the Board.

** The Company is not using an underwriter for the sale of Shares.

*** Shares will be offered and sold directly by the Company, the Board and the Company’s respective Officers and employees. No commissions for selling Shares will be paid to the Company, the Board or the Company’s respective Officers or employees. While most Shares are expected to be offered and sold directly by the Company and its respective Officers and employees, the Company has reserved the right to offer and sell Shares through the services of independent broker-dealers who are member firms of the Financial Industry Regulatory Authority (“FINRA”) and who will be entitled to receive customary and standard commissions of up to Eight Percent (8%) of the proceeds received for the sale of Shares. Notwithstanding the foregoing, the amount and nature of commissions payable to broker-dealers is expected to vary in specific instances and may be lower than the one listed herein. The Investor who is admitted to the Company through such broker-dealer (and not the Company) may be responsible for all such commissions payable to broker-dealers (and such payments may reduce the Investor’s invested capital).

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EX1A-2B BYLAWS

Bylaws of

Zummo Flight Technologies An Arizona Corporation

Article One Office

The Corporation’s principal office in the State of Arizona will be located in the County of Maricopa, Arizona. The Registered Office of the Corporation required by the Arizona Business Corporation Act of Arizona to be maintained in the State of Arizona may be, but need not be, identical with the principal office in the State of Arizona. The Board of Directors may change the address of either office from time to time.

Article Two Shareholders

Section 2.01 Annual Meeting

The annual meeting of the Corporation’s Shareholders will be held on the first day of June, beginning in 2017, if not a legal holiday; if a legal holiday, then beginning the next day that is not a legal holiday, or as otherwise designated by the Board of Directors. The purpose of the annual meeting is to elect Directors to succeed those whose terms expire as of the date of the annual meeting, and to transact any other corporate business arising before the meeting. Any Shareholder may apply to a court of competent jurisdiction to order an annual meeting if one is not held within 15 months after the last annual meeting.

Section 2.02 Special Meetings

Special meetings of the Shareholders may be called at any time for any purpose by the Chairman of the Board, the President, or by a majority of the Board of Directors. The special meeting will be called by the Chairman of the Board, the President, the Secretary, or any Director of the Corporation upon the written request of the holders of 51% of all the shares outstanding and entitled to vote on the business to be transacted at the meeting. The written request must state the

meeting’s purpose. The Shareholders must restrict the business transacted at all special meetings of Shareholders to the purpose stated in the notice of the meeting.

Section 2.03 Meeting Location

The Shareholders will hold all meetings at the Corporation’s principal office or elsewhere in the United States as designated by the Board of Directors and specified in the notice of the meeting.

Unless otherwise provided in the Articles of Incorporation, the Board of Directors may adopt procedures authorizing any annual or special meeting of Shareholders to be held solely by means of remote communication rather than in person at a physical location. Subject to any procedures the Board of Directors may adopt, Shareholders and any proxyholders not physically present at a meeting of Shareholders may participate in and vote at the meeting by conference telephone or other similar electronic communications equipment, and will be deemed present in person at the meeting for all purposes of these Bylaws, whether the meeting is held at a designated place or solely by means of remote communication. Any procedures promulgated by the Board of Directors must require that all of the Shareholders and any proxyholders participating in the meeting can hear and speak to each other at the same time. If any Shareholder or proxyholder votes or takes other action at the meeting by means of remote communication, the Corporation must maintain a record of the vote or other action taken.

Section 2.04 Meeting Notice

The Secretary will mail written notice of each Shareholder meeting, postage prepaid, to each Shareholder of record entitled to vote at the Shareholder’s address as it appears on the books of the Corporation. The Secretary will mail the notice at least 30 days but no more than 60 days before the meeting. The notice must state the place, day, and hour at which the meeting will be held and, in the case of any special meeting, must state briefly the meeting’s purpose. If any Shareholder meeting is adjourned to a different date, time, or place, the Secretary need not give notice of the new date, time, or place if this information is announced at the meeting before adjourning. But if a new record date for the adjourned meeting is fixed, the Secretary must give notice of the adjourned meeting to Shareholders as of the new record date.

Section 2.05 Shareholder Meetings

If all of the Shareholders entitled to vote meet at any place, within or outside the State of Arizona, and consent to the holding of a meeting, the meeting will be valid without call or notice, and the Shareholders may take any action at the meeting.

Section 2.06 Action without Meeting by Written Consent

Any action required or permitted to be taken at a Shareholder meeting may be taken without a meeting when all of the Shareholders entitled to vote on the subject matter sign a written consent to the action. These signed consents will have the same force and effect as the unanimous vote of

all the Shareholders at a meeting duly held. The Secretary must file these consents with the minutes of the Shareholder meetings.

Section 2.07 Quorum

The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote will constitute a quorum at all meetings of the Shareholders, except as otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws. If less than a quorum attends a meeting, the meeting may be adjourned from time to time until a quorum is present. A majority vote of the Shareholders present or represented may adjourn the meeting without any notice other than by announcement at the meeting. At any adjourned meeting at which a quorum is later present, any business may be transacted that might have been transacted if the meeting had been held as originally called.

Section 2.08 Conduct of Meetings

The President of the Corporation will preside over Shareholder meetings or, if he or she is not present, by a chairperson elected at the meeting. The Secretary of the Corporation will act as secretary of the meeting. In the absence of the Secretary, the presiding officer may appoint a person to act as secretary of the meeting.

Section 2.09 Voting

At all Shareholder meetings, every Shareholder entitled to vote will have one vote for each share of stock standing in his or her name on the books of the Corporation on the date the Shareholders entitled to vote at the meeting are determined. The vote may be made either in person or by proxy. The proxy must be appointed by a written instrument signed by the Shareholder or the Shareholder’s duly authorized attorney in fact, bearing a date not more than three months before the meeting, unless the instrument provides for a longer period, but in no event more than 11 months before the meeting. The proxy must be dated, but need not be sealed, witnessed, or acknowledged. All elections must be had and all questions must be decided by a majority of the votes cast at a duly organized meeting, except as otherwise provided by law, by the Articles of Incorporation, or by these Bylaws.

Other than an election of Directors, favorable action on a matter by a quorum is taken if it is approved by a majority of the shares outstanding and entitled to vote on the matter. In the case of any matter that has been approved by vote of the Board of Directors taken at a meeting held before a Shareholder meeting, only a simple majority vote of the shares voted is necessary to approve the action, unless the Board of Directors requires a greater number of affirmative votes.

Directors may be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. No ballot is required for this election unless requested by a Shareholder or proxyholder entitled to vote in the election.

Section 2.10 Cumulative Voting

Cumulative voting will not apply to election of Directors. In all elections for Directors, each Shareholder will have the right to cast votes for as many candidates as there are Directors to be elected, and may cast as many votes as equal the number of voting shares owned by him or her in the Corporation for each candidate, either in person or by proxy.

Section 2.11 Voting Lists

At least 10 days before each Shareholder meeting, the Secretary will make a complete and alphabetized list of the Shareholders entitled to vote at the meeting, with the address and the number of shares held by each. The Secretary will keep the list on file at the Registered Office of the Corporation for 10 days before the meeting. The list will be subject to inspection by any Shareholder at any time during usual business hours. The list will also be produced and kept open at the time and place of the meeting and will be subject to the inspection of any Shareholder during the meeting. The original or a duplicate share ledger or transfer book will be prima facie evidence as to the Shareholders entitled to examine the list or to vote at any Shareholder meeting.

Section 2.12 Voting of Shares by Certain Holders

Shares standing in the name of another domestic or foreign corporation may be voted by the officer, agent, or proxy as those corporate bylaws provide, or, if the corporate bylaws make no provision, as that corporation’s board of directors may determine.

Shares standing in the name of a deceased person may be voted by his or her administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, curator, or trustee may be voted by the fiduciary, either in person or by proxy. But no guardian, curator, or trustee may vote shares held by him or her as a fiduciary without a transfer of the shares into his or her name.

Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under the control of a receiver may be voted by the receiver without the transfer of the shares into his or her name if authority to do so is contained in an appropriate order of the court that appointed the receiver.

A Shareholder whose shares are pledged will be entitled to vote the shares until the shares have been transferred into the name of the pledgee. After the transfer, the pledgee will be entitled to vote the transferred shares.

Section 2.13 Records Inspection

A Shareholder entitled to inspect the records of the Corporation under any statutory or other legal right will have access to the records on demand only during the usual and customary hours of business and in a manner that will not unduly interfere with the Corporation’s regular conduct of the business. A Shareholder may delegate this inspection right to a certified or public accountant or a licensed attorney at law on the condition that, at the Corporation’s request, an accurate copy

of every report made by the accountant or attorney based on the inspection be provided to the Corporation when the report is completed. No Shareholder may use, permit to be used, or acquiesce to others’ use of any information the Shareholder, accountant, or attorney obtains to the competitive detriment of the Corporation.

Article Three Board of Directors

Section 3.01 General Powers

Except as otherwise provided by the Articles of Incorporation, the property and business of the Corporation will be managed under the direction of the Board of Directors of the Corporation.

Section 3.02 Number and Term of Office

The number of Directors to constitute the first Board of Directors of the Corporation will be as set forth in the Articles of Incorporation. Directors must be Shareholders. The Shareholders must elect Directors each year at the annual meeting of Shareholders, and each Director will serve until his or her successor is elected and qualified.

Section 3.03 Filling Vacancies

If a vacancy in the Board of Directors arises for any reason, the remaining Directors, by majority vote, may elect a successor to hold office for the unexpired portion of the remaining term. The newly elected Director will hold office until the election of his or her successor, or until resigning or being removed before the end of the term by an affirmative vote of a majority of the Shareholders.

Similarly, if the number of Directors is increased as provided in these Bylaws, the additional Directors will be elected by the Board of Directors already in office, and will hold office until the next annual meeting of Shareholders and thereafter until his, her, or their successors are elected.

Any Director may be removed from office with or without cause by the affirmative vote of the holders of the majority of the stock issued, outstanding, and entitled to vote at any special meeting of Shareholders regularly called for the purpose.

Section 3.04 Meeting Location

The Board of Directors may hold their meetings, have one or more offices, and keep the books of the Corporation within or outside the State of Arizona, at any place or places as they may from time to time determine by resolution or by written consent of all the Directors.

Section 3.05 Meeting Electronically

Members of the Board of Directors may participate in a meeting by means of conference telephone or other similar electronic communications equipment if all of the persons participating in the meeting can hear and speak to each other at the same time. Participating in a meeting in this manner is the same as presence in person at a meeting for all purposes of these Bylaws.

Section 3.06 Regular Meetings

The Board of Directors may hold regular meetings without notice at those times and places as the Board determines by corporate resolution only if the Secretary has mailed notice of every Board resolution fixing or changing the time or place for holding the regular meetings to each Director at least three days before the first meeting held under the resolution. But the annual meeting of the Board of Directors must be held immediately after the annual Shareholder meeting at which a Board of Directors is elected. The Board may transact any business at a regular meeting.

Section 3.07 Special Meetings

Special meetings of the Board of Directors will be held whenever called by direction of the Chairman of the Board or the President. Special meetings must be called by the Chairman of the Board or the President or the Secretary upon written request of a majority of the Board of Directors. The Secretary must give notice of each special meeting of the Board of Directors by mailing the notice to each Director at least three days before the meeting. Any Director may waive receipt of notice. Unless otherwise indicated in the notice, the Board may transact any business at a special meeting.

Section 3.08 Quorum

A quorum for the transaction of business at all meetings of the Board of Directors comprises a majority of all the Directors. But if at any meeting less than a quorum is present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the Directors present at any meeting at which there is a quorum will be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws.

Section 3.09 Meetings of Directors

If all of the Directors entitled to vote meet at any place, within or without the State, and consent to hold a meeting, that meeting will be valid without call or notice, and the Board may take any corporate action at the meeting.

Section 3.10 Action without Meeting by Written Consents

Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting when written consents setting forth the action taken are signed by all of the Directors entitled to vote with respect to the subject matter. These consents will have the same force and

effect as the unanimous vote of the Directors at a meeting duly held. The Secretary must file the consents with the minutes of the meetings of the Directors.

Section 3.11 Compensation of Directors

The Board of Directors will fix by resolution the compensation or salary paid for attendance at each regular or special meeting of the Board in which a Director actually participates and reimbursement of the expenses incurred in attending any regular or special meeting of the Board. The reimbursement and compensation will be payable whether or not a meeting is adjourned because of the absence of a quorum. No provision of these Bylaws precludes any Director from serving the Corporation in any other capacity and receiving compensation for that service.

Article Four Officers

Section 4.01 Election, Tenure, and Compensation

The officers of the Corporation will be a President, a Secretary, a Treasurer, and a Chairman of the Board. The officers will be elected annually by the Board of Directors at its first meeting following the annual meeting of the Shareholders except where a longer term is specifically provided in an employment contract duly authorized and approved by the Board of Directors. In any employment contract, the Board of Directors may employ an officer for a term in excess of one year and for as long a term as the Board determines in accordance with the law. The President and Chairman of the Board must be Directors. Any two or more of the above offices, may be held by the same person, but no officer may sign, acknowledge, or verify any instrument in more than one capacity if the law or these Bylaws require the instrument to be executed, acknowledged, or verified by two or more officers. The Board of Directors will fix the compensation or salary paid to all officers of the Corporation by resolution.

If any office other than an office required by law is not filled by the Board of Directors or later becomes vacant, the office and all references in these Bylaws are inoperative until the Board of Directors fills the office in accordance with these Bylaws.

Except where otherwise specifically provided in a contract duly authorized by the Board of Directors, all officers and agents of the Corporation are subject to removal at any time by the majority vote of the whole Board of Directors, and all officers, agents, and employees hold office at the discretion of the Board of Directors or of the officers appointing them.

Section 4.02 Powers and Duties of the Chairman of the Board

The Chairman of the Board will preside at all Board of Directors meetings unless the Board elects a different chairperson to preside at a meeting by a majority vote of the quorum present. The

Chairman of the Board may sign and execute all authorized bonds, contracts, or other obligations in the Corporation’s name. He or she will be an ex officio member of all standing committees. The Chairman of the Board will have co-extensive powers with the President as the chief executive officer of the Corporation if this designation is attested by the Secretary of the Corporation and filed in writing with the Corporation Commission of Arizona.

Section 4.03 Powers and Duties of the President

The President is the chief executive officer of the Corporation and has general charge and control of all its business affairs and properties. He or she will preside at all Shareholder meetings.

The President may sign and execute all authorized bonds, contracts, or other obligations in the Corporation’s name. He or she will have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President will be an ex officio member of all the standing committees. He or she shall perform all other duties as the Board of Directors may assign from time to time.

If the Board of Directors does not take affirmative action to fill the office of Chairman of the Board, the President shall assume and perform all powers and duties given to the Chairman of the Board by these Bylaws.

Section 4.04 Secretary

The Secretary will give or cause to be given notice of all meetings of Shareholders and Directors and all other notices required by law or by these Bylaws. In the Secretary’s absence, refusal, or neglect, the President may direct any person to give this notice. The Secretary must record all the Shareholder and Board of Director meeting proceedings in books provided for that purpose, and shall perform all other duties assigned by the Directors or the President. The Secretary will have charge of the transfer book for shares of the Corporation. The Secretary will have custody of the corporate seal, if any; will affix the seal to all instruments requiring it when authorized by the Board of Directors or the President; and will attest the fixing of the seal.

In general, the Secretary shall perform all the duties generally incident to the office of Secretary, subject to the control of the Board of Directors and the President.

Section 4.05 Treasurer

The Treasurer will have custody of all the funds and securities of the Corporation, and he or she will keep full and accurate account of receipts and disbursements in books belonging to the Corporation. The Treasurer will deposit all moneys and other valuables in the name and to the credit of the Corporation in the depository or depositories designated by the Board of Directors.

The Treasurer will disburse the funds of the Corporation as ordered by the Board of Directors, taking proper vouchers for all disbursements. He or she will provide to the President and the Board of Directors, with or without specific request, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.

The Treasurer will give the Corporation a bond, if required by the Board of Directors, in a sum, and with one or more sureties satisfactory to the Board of Directors, for the faithful performance of the duties of his or her office and for the restoration to the Corporation of all books, papers, vouchers, moneys, and other properties of any kind in his or her possession or under his or her control belonging to the Corporation if he or she is removed from office for any reason.

The Treasurer shall perform all the duties generally incident to the office of the Treasurer,subject to the control of the Board of Directors and the President.

Article Five Capital Stock

Section 5.01 Issuance of Certificates of Stock

The certificates for shares of the stock of the Corporation must be in a form consistent with the Articles of Incorporation or its amendments, and as approved by the Board of Directors. All certificates must be signed by the President. All certificates for each class of stock will be consecutively numbered. The Secretary will enter the name of the person owning the shares issued and the holder’s address in the Corporation’s books. The Secretary will cancel all certificates surrendered to the Corporation for transfer and no new certificates representing the same number of shares may be issued until the former certificate or certificates for the same number of shares have been surrendered and cancelled. If a certificate of stock is lost or destroyed, the Secretary may issue a replacement certificate upon proof of the loss or destruction and, unless specifically waived by the President, give a satisfactory bond of indemnity not exceeding an amount double the value of the stock. Both the proof and bond must be in a form approved by the Corporation’s general counsel and by the Transfer Agent of the Corporation and by the Registrar of the stock.

The Board of Directors may issue the number of shares of each class or series authorized by the Articles of Incorporation. The Board of Directors may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the Corporation. Before the Corporation issues shares, the Board of Directors must determine that the consideration for the shares to be issued is adequate. The Board of Directors will determine the terms upon which the rights, options, or warrants for the purchase of shares or other securities of the Corporation are issued and the terms, including the consideration, for which the shares or other securities are to be issued.

Section 5.02 Transfer of Shares

Shares of the Corporation’s capital stock will be transferred on the corporate books only by the holder of the stock in person or by his or her attorney in fact. The capital stock certificates must

be surrendered and cancelled in exchange for a like number of shares in accordance with these Bylaws.

Section 5.03 Registered Shareholders

The Corporation may treat the holder of record of any share or shares of stock as the holder in fact of those shares, and is not bound to recognize any equitable or other claim to or interest in those shares in the name of any other person even if the Corporation has notice of the claim or interest, except as specifically provided by Arizona law.

Section 5.04 Closing Transfer Books

The Board of Directors may fix the time—not more than 50 days before the date of any Shareholder meeting, date of any dividend payment, or date of any allotment of rights—during which time the books of the Corporation will be closed against stock transfers. In the alternative, the Directors may fix a date—not more than 50 days before the date of any Shareholder meeting, date of any dividend payment, or date of any allotment of rights—as a record date to determine the Shareholders entitled to receive notice of and to vote at any meeting or to receive any dividends or rights (as the case may be). Only Shareholders of record on those dates will be entitled to receive notice of and to vote at the meeting or to receive dividends or rights (as the case may be).

Section 5.05 Dividends

The Board of Directors may from time to time declare and direct the Corporation to pay dividends on its outstanding shares in the manner and upon the terms provided by law and by its Articles of Incorporation.

Article Six Corporate Seal

The Corporation will not have a corporate seal.

Article Seven

Bank Accounts and Loans

Section 7.01 Bank Accounts

The Board of Directors may from time to time authorize designated officers or agents of the Corporation to deposit any corporate funds in those banks or trust companies designated by the Board of Directors, or may delegate to those officers or agents the authority to designate banks or

trust companies. The designated officers or agents may also withdraw any or all of the funds of the Corporation deposited in the bank or trust company upon checks, drafts, or other instruments or orders for the payment of money, drawn against the account or in the name or behalf of this Corporation and made or signed by those officers or agents. Each bank or trust company with which funds of the Corporation are deposited is authorized to accept, honor, cash, and pay— without limit as to amount—all checks, drafts, or other instruments or orders for the payment of money when drawn, made, or signed by officers or agents designated by the Board of Directors until the bank or trust company receives written notice revoking the authority of any officers or agents from the Board of Directors. The Board of Directors will certify from time to time tothose banks or trust companies the signatures of the officers or agents of the Corporation authorized to draw against those accounts. If the Board of Directors fails to designate the persons by whom checks, drafts, and other instruments or orders for the payment of money will be signed, any checks, drafts, and other instruments or orders for the payment of money must be signed by the President and countersigned by the Secretary or Treasurer of the Corporation.

Section 7.02 Loans

No loans may be contracted on behalf of the Corporation and no evidences of indebtedness may be issued in its name unless authorized by a resolution of the Board of Directors. The authority granted in the resolution may be general or confined to specific instances.

Section 7.03 Contracts

The Board of Directors may authorize any officer, agent, or agents of the Corporation to enter into any contract or to sign and deliver any instrument in the name of and on behalf of the Corporation. The authority granted by the Board of Directors may be general or confined to specific instances.

Article Eight Reimbursements

If the Internal Revenue Service disallows in whole or in part any payments made to an officer or other employee of the Corporation such as salary, commission, interest or rent, or incurred entertainment expense as a deductible expense, the officer or employee must reimburse the Corporation for the amount to the full extent of its disallowance. The Board of Directors must enforce payment of each amount disallowed. Instead of payment by the officer or other employee, the Board of Directors may authorize proportionate amounts to be withheld from his or her future compensation until the amount owed to the Corporation has been recovered.

Article Nine Miscellaneous Provisions

Section 9.01 Fiscal Year

The first fiscal year of the Corporation will be determined by the filing of the first federal income tax return of the Corporation. Each fiscal year following the first fiscal year must end on the same date unless changed by resolution of the Board of Directors.

Section 9.02 Validity of Copies

Any person may rely on a copy of these Bylaws or any resolution of the Board of Directors that the Secretary certifies to be a true copy to the same effect as if it were an original.

Section 9.03 Singular and Plural; Gender

Unless the context requires otherwise, words denoting the singular may be construed as plural and words of the plural may be construed as denoting the singular. Words of one gender may be construed as denoting another gender as appropriate within the context. The word or used in a list of more than two items may function as both a conjunction and a disjunction as the context requires or permits.

Section 9.04 Resignation or Removal

The phrase resignation or removal means the voluntary or involuntary removal of a Director or officer, as the case may be, due to death, disability, removal by vote of the Shareholders or Directors (as the case may be), resignation, or refusal to act.

Section 9.05 Headings of Articles, Sections, and Subsections

The headings of Articles, Sections, and Subsections used within these Bylaws are included solely for the convenience and reference of the reader. They have no significance in the interpretation or construction of this Agreement.

Section 9.06 Notices

Unless otherwise stated, whenever Bylaws call for notice, the notice must be in writing and must be personally delivered with proof of delivery, or mailed postage prepaid by regular US mail, to the last known address of the party requiring notice. If delivery is made by US mail, notice is effective on the date mailed; in all other cases, notice is effective when delivery is made.

Section 9.07 Waiver of Notice

Whenever any notice is required to be given under these Bylaws, the Articles of Incorporation, or any law, a written waiver of the notice, signed by the person or persons entitled to receive notice, whether before or after the time stated therein, is equivalent to the giving of that notice.

Attending any meeting is a waiver of notice of the meeting except if the attendance is for the specific purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Article Ten Amendments

The Board of Directors has the authority to amend, alter, or repeal these Bylaws, in whole or in part, and may from time to time make additional Bylaws. This action may be taken at anygeneral or special meeting of the Board of Directors by a vote of the Directors. But if the action is to be taken at a special meeting, notice of the meeting must state that a purpose of the meeting will be to consider and act upon alterations, amendments, or repeal of the Bylaws.

Article Eleven Indemnification

Section 11.01 Indemnifying Officers and Directors against Third-Party Lawsuits

The Corporation will indemnify a person who was or is a party or is threatened to be made a party to any threatened, pending, or completed legal action—civil, criminal, administrative, or investigative—because he or she is or was a Director or officer 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. This indemnity is against expenses—including attorney fees, judgments, fines, and settlement amounts—actually paid and reasonably incurred by him or her in connection with the legal action if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. This indemnity does not extend to an action by or in the right of the Corporation

The termination of any legal action by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent will not of itself create a presumption that the person did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best

interests of the Corporation, or, with respect to any criminal action, that he or she had reasonable cause to believe that the conduct was unlawful.

Section 11.02 Indemnifying Officers and Directors against Derivative Lawsuits

The Corporation will indemnify a person who was, is, or is threatened to be made a party to any threatened, pending, or completed legal action by or in the right of the Corporation to procure a judgment in its favor because he or she is or was a Director or officer 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. The indemnity is against expenses—including attorney fees and settlement amounts—actually paid and reasonably incurred by him or her in connection with the defense or settlement of the legal action if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation. But no indemnification will be made in respect of any claim, issue, or matter as to which the person was adjudged to be liable for negligence or misconduct in theperformance of his or her duty to the Corporation unless and only to the extent that the court in which the legal action was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses that the court determines proper.

Section 11.03 Discretionary Indemnification of Employees

The Board of Directors of the Corporation may extend, on a case-by-case basis, the indemnification provided in Section 11.01 and Section 11.02 of this Article to any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed legal action because he or she is or was an employee or agent of the Corporation other than a Director or officer of the Corporation. Despite the foregoing, the Corporation will be obligated to indemnify against expenses, including attorney fees, actually and reasonably incurred by an employee or agent as a result of a legal action (described in Section 11.01 and Section 11.02 of this Article) to the extent the employee or agent has successfully defended the legal action on the merits or otherwise.

Section 11.04 Determining Indemnitee’s Compliance with Standard of Conduct

Any indemnification under Section 11.01, Section 11.02, and Section 11.03 of this Article,unless ordered by a court, will be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the foregoing Sections. The determination will be made by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to the action, suit, or proceeding. If a quorum is not obtainable, or even if obtainable, if a quorum of disinterested Directors so directs, the determination will be made by independent legal counsel in a written opinion, or by the Shareholders.

Section 11.05 Advance Payment of Expenses

The Corporation may pay expenses incurred in defending a civil or criminal action against a Director, officer, employee, or agent in advance of the action’s final disposition as authorized by the Board of Directors. In each specific case, the Corporation must have received an undertaking by or on behalf of the Director, officer, employee, or agent to repay the amount unless it is ultimately be determined that he or she is entitled to be indemnified by the Corporation as authorized in this Article.

Section 11.06 Survival of Indemnification

The indemnification provided by this Article will continue as to a person who has ceased to be a Director, officer, employee, or agent and will inure to the benefit of the person’s heirs, executors, and administrators. This indemnification is not exclusive of any other rights to which those seeking indemnification may be otherwise legally entitled.

Section 11.07 Insurance on Indemnitees

In order to satisfy its obligations under these Bylaws, the Corporation may purchase andmaintain insurance on behalf of any person who is or was a Director, officer, employee, or agent of the Corporation and who is indemnified against liabilities under this Article.

Section 11.08 Definitions

For the purpose of this Article, references to Corporation include all constituent corporations absorbed in a consolidation or merger and this Corporation. Any person who is or was a Director, officer, employee, or agent of a constituent corporation or is or was serving at the request of a constituent corporation, partnership, joint venture, trust, or other enterprise in one of those capacities will stand in the same position under this Article with respect to this Corporation as if he or she had served this Corporation in the same capacity.

For purposes of this Article:

other enterprise includes employee benefit plans;

fines includes any excise taxes assessed on a person with respect to an employee benefit plan; and

serving at the request of the Corporation includes any service as a Director, officer, employee, or agent of the Corporation that imposes duties on, or involves services by, the Director, officer, employee, or agent with respect to an employee benefit plan, its participants, or its beneficiaries.

A person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan will be considered to have acted in a manner not opposed to the best interests of the Corporation as referred to in this Article.

DATED this day of May, 2017

By: _ Robert Zummo, as sole Shareholder and Director

EX1A-3 HLDRS RTS

SHAREHOLDERS’ AGREEMENT

THIS SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made and entered into as of this ___th day of _________, 2020, by and among Zummo Flight Technologies, an Arizona Corporation (the “Corporation”) and the Class A shareholders of the Company listed on the signature page attached hereto (the “Shareholders”). The Corporation and the Shareholders are referred to herein as the “Parties” or may be individually referred to herein as a “Party”.

Recitals

A.       WHEREAS, The Shareholders own all of the issued Class A Shares of stock in the Corporation;

B. WHEREAS, the Shareholders and the Corporation believe that it is in their mutual interests to place reasonable obligations on the voting of the Shares and to place appropriate restrictions and safeguards upon the transfer or alienation of the Shares, among other things; and

C. WHEREAS, the Shareholders desire to more particularly document their understanding and agreement with respect to these and other matters.

NOW, THEREFORE, in consideration of the terms, conditions, covenants, agreements and obligations herein stated, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is mutually agreed by and between the parties hereto as follows:

Agreements

In consideration of the foregoing recitals, and the mutual covenants set forth below, the Shareholders and the Corporation agree as follows:

1. The Corporation

1.1       Purposes. The purpose of the Corporation is to engage in creating a safer and more efficient rotor craft system for use by helicopters, drones, and other flying machines; and, to engage in any form of lawful business permitted under the laws of the State of Arizona and the United States of America.

1.2        Name. The Corporation shall be conducted under the name of “Zummo Flight Technologies”, or any other names as directed by the Board of Directors.

1.3        Term. This Agreement shall continue until dissolved under its terms. The Corporation shall not be dissolved by the admission of additional Shareholders or by the death, disability, retirement, expulsion or withdrawal of any Shareholder.

1.4       Location. The principal place of business of the Corporation shall be 8311 E. Via de Ventura #2082, Scottsdale, AZ 85258 unless otherwise agreed by the Shareholders. The Corporation may establish and maintain additional offices at other locations approved by the Shareholders.

1.5       Title to Property. All real and personal property now used in the Corporation’s business or otherwise acquired by the Corporation shall be owned by the Corporation as an entity. No

Shareholder shall have any ownership interest in the Corporation’s property in his or her own individual name or right. Each Shareholder’s interest in the Corporation shall be personal property for all purposes.

1.6       Books, Records and Accounting, Fiscal Year. The Corporation’s books and records, together with all of the documents and papers pertaining to the business of the Corporation, shall be kept at the principal place of business of the Corporation, and at all reasonable times shall be open to the inspection of, and may be copied and excerpts taken therefrom by, any Shareholder or his or her duly authorized representative. The books and records of the Corporation shall (i) be kept on an annual basis in accordance with the cash method of accounting required for federal income tax purposes, consistently applied; (ii) reflect all of the Corporation’s transactions; and (iii) be appropriate and adequate for the Corporation’s business.

2. The Shareholders

2.1       Identification of the Shareholders. The Shareholders are identified on Exhibit A attached hereto and such other individuals as the Shareholders may from time to time elect to join the Corporation as a Shareholder. There are also shareholders that have or will acquire shares of the Corporation at public offerings or otherwise. These shareholders shall be bound by the terms and conditions of their respective stock purchase agreements.

2.2Outside Activities. No Shareholder shall act as an officer, director or general partner of any corporation, unincorporated association or other entity inside or outside of the aviation business, without first notifying the other Shareholders and obtaining Shareholder approval by majority vote of the Shareholders holding at least 51% of the then-issued shares.

2.3        Voting. Each Shareholder shall be entitled to vote in accordance with their class of shares, if their class is entitled to vote. The Corporation shall have two classes of shares: Class A Shares and Class B Shares. Class A Shares shall have voting rights equal to one vote per share. Class B Shares shall have no voting rights. All issues not reserved for the Board, that are expressly reserved for the Shareholders shall be determined by a majority vote, which will require approval by Shareholders holding at least 51% of the issued Class A shares of stock in the Corporation (a “Majority Vote”), or as otherwise required in this Agreement. The Board shall be explicitly vested the power vote on all matters of the Corporation not expressly reserved otherwise, by a Majority Vote, including but not limited to the following:

(a) any capital expenditures greater than $1,000;

(b) the acquisition of any business interests by the Corporation;

(c) the payment of any cash dividends or stock dividends (if any) to Shareholders of the Corporation;

(d) the issuance of any debt obligations of the Corporation;

(e) the disposal of the whole or any part of the business, undertaking, or assets of the Corporation outside the normal course of business of the Corporation;

(f) the transfer of any Class A Shares of the Corporation;

(g) changes or variations in the objects or powers of the Corporation;

(h) the approval of any contracts or transactions inside or outside the normal course of business in excess of $1,000.00; and

(i) the lending of money by the Corporation; and

(j) business plan and/or budgets.

No vote is needed for matters that are considered matters of day-to-day operations of the Corporation. For purposes of this Agreement, “day to day operations” shall mean the activities of the Corporation that the Corporation and/or its agents engage in on a daily basis for the purpose of generating a profit and increasing the value of the business. If there is a dispute concerning whether something is considered day-to-day operations, the Board will determine what constitutes day-to-day operations in its sole discretion. Any dispute over what shall be voted upon or who shall vote, if not explicit in this Agreement, shall solely be resolved by the Board, by a Majority Vote.

2. 4 Admission of New Shareholders. New Class A Shareholders may be admitted from time to time by two-thirds (66%) vote (a “Supermajority Vote”) of the Board.

2.4.1        A new Shareholder shall become a Party to this Agreement by signing a Consent to be Bound substantially in the form and substance attached hereto as Exhibit B and incorporated herein by this reference.

2.4.2        A newly admitted Shareholder shall share, in accordance with this Agreement and his or her percentage ownership interest in the Corporation as a Shareholder, in the Assets as well as the Debts, Obligations and Liabilities of the Corporation as of his or her effective date of admission.

2.4.3       All public offerings of Shares of the Corporation shall be authorized if voted on and approved by a Majority Vote of the Board. The Board will determine the amount of the publicly offered shares, the price per share, and the other details surrounding the addition of these shareholders.

2.5        Management. The management of the Corporation shall be vested in its Board of Directors (the “Board”), who shall be elected by the Shareholders in accordance with the Corporation’s Bylaws. The Board of Directors shall elect officers as set forth in the Bylaws to manage the day-to-day operations of the Corporation. Unless their position(s) are renounced, Lisa Roulette and Robert Zummo shall be permanent members of the Board and cannot be removed for any reason. The Board of Directors shall be made up of the Chairman of the Board and the CEO. Other positions, such as President, Secretary and Treasurer can be added at a later point at the Board’s sole discretion. All management and voting are expressly reserved for the Board and made in the Board’s sole discretion, subject to any Shareholder voting rights that are expressly reserved for the Shareholders in this Agreement or the Bylaws of the Corporation.

2.6        No Employment. A Shareholder shall not be an employee of the Corporation by virtue of becoming a shareholder of the Corporation. Only a separate agreement, if any, shall create an employer-employee, or other services related relationship.

2.7        Shareholder Meetings. Regular meetings of the Shareholders shall be held no less frequently than as set forth in the Bylaws. Special Shareholder meetings may be called at any time as

set forth in the Bylaws, or as called upon by any Board member. The Board or Shareholders who call a meeting may designate the place, date and time of meeting, including meetings to be held solely by remote communication. If no designation of place is made, or if the meeting place cannot be agreed upon, the place of meeting shall be via an online conferencing platform like Skype or Zoom. A Board member or Shareholder may waive notice by sending a signed waiver to the Corporation. Except as otherwise required by law, notice of any meeting shall be given by not less than seventy-two (72) hours before the meeting, unless said notice is waived.

3.       Capital Contributions, Distributions and Financing

3.1       Initial Contributions. The initial contributions of the Shareholders are attached hereto on Exhibit A. Any new Shareholders to be admitted to the Corporation shall be required to make such capital contribution as the Board of Directors shall deem appropriate in exchange for stock in the Corporation, unless such new shareholder acquires ownership of stock in the Corporation by purchasing such stock from an existing Shareholder pursuant to the provisions of this Agreement.

3.2       Distributions. The Board does not anticipate distributions of any kind. In the event that the Board does act to make a distribution, which shall be determined by a Majority Vote of the Board, the Board shall specify, in the Board’s sole discretion, the amount of said distribution which shall be disbursed to the Shareholders, and any shareholders of the Corporation that are not parties to this Agreement, in proportion with the pro-rata percentage of ownership of the Corporation by those Shareholders and non-party shareholders. The additional details of the distribution, if any, shall also be addressed by the Board.

3.3       Financing. As a general policy, the Corporation shall attempt to meet its operational expenses and other financial needs through the cash flow generated by its business. If cash flow is not sufficient to meet such needs, the Corporation’s Board of Directors may elect to make an additional capital call on the Shareholders.

3.4       Additional Capital Contributions. The Shareholders are not obligated to make additional contributions to the capital of the Corporation but there may be penalties for not doing so. Upon the Board making the determination of an additional capital contribution (the “Additional Capital Contribution”), which shall be determined by a Majority Vote of the Board, the Board shall deliver to the Shareholders and non-party shareholders a written notice of the Company's need for Additional Capital Contributions, which notice shall specify in reasonable detail (i) the purpose for such Additional Capital Contributions, (ii) the aggregate amount of such Additional Capital Contributions, and (iii) the date on which such Additional Capital Contributions shall be made by the Members. Upon written notice from the Board of the Additional Capital Contribution, the Shareholder or non-party shareholder shall have ten (10) days to provide notice to the Board of their intent to make the Additional Capital Contribution in accordance with their pro-rata ownership of Shares of the Corporation, or to provide notice to the Board that they elect not to make an Additional Capital Contribution. In the event that a Shareholder or non-party shareholder does not make an Additional Capital Contribution, their respective Share ownership can be: (a) reduced in proportion to the non-contribution to the Corporation; or (b) given to the Shareholder(s) that provide the Additional Capital Contribution for that non-contributing Shareholder or shareholder. This determination of reduction or transfer of Shares shall be made by the Board. For purposes of this clause “pro-rata ownership” shall mean the fraction of Shares owned by that Shareholder divided by the total issued shares of the Corporation immediately prior to the Additional Capital Contribution.

3.5       Capital Account. The Corporation shall maintain a book account (a “Capital Account”) in accordance with the following provisions for each Class A Shares (and any other person or

entity who acquires Class A Shares):

(a) To each Shareholder’s Capital Account there shall be credited the amount of cash contributed by such Shareholder to the capital of the Company, such Shareholder’s share of profits/distributions (if any), the amount of any Corporation’s liabilities assumed by the Shareholder or secured by distributed assets that such Shareholder takes subject to and any other items in the nature of income or gain that are allocated to such Shareholder pursuant to this Schedule; and

(b) To each Shareholder’s Capital Account there shall be debited the amount of cash distributed to the Shareholder, such Shareholder’s distributive share of losses and any other items in the nature of expenses or losses that are allocated to such Shareholder pursuant to this Schedule.

4.       Restriction on Transfer. Each of the Shareholders agrees that he or she will not directly or indirectly sell, assign, transfer, mortgage, pledge, hypothecate, or encumber in any other manner whatsoever, or give away, bequeath, or in any other manner dispose of any stock of the Corporation which he or she may now or hereafter beneficially own, acquire, or be entitled to, except in accordance with the terms and provisions of this Agreement. Any attempt to transfer any such stock in violation hereof shall be null and void ab initio. This provision does not apply to non-party shareholders who are governed by their respective stock purchase agreements.

5.       Transfers. No Shareholder shall transfer any stock of the Corporation, or any interest therein, which he or she may now or hereafter own, to any person or entity either by gift or bequest or by mortgage, pledge, or other hypothecation, without the prior written consent by Majority Vote of the Board, with the sole exception that each Shareholder may provide for the disposition of his or her shares in a will or other testamentary device without the Board’s consent. This provision does not apply to non-party shareholders who are governed by their respective stock purchase agreements. In the event of an approved transfer, Class A Shares can be converted into Class B Shares via a convertible clause in the document evidencing the transfer.

6.       Right of Refusal.

6.1 Each Shareholder agrees that, during the term of this Agreement, he or she will not sell, transfer, assign, or otherwise dispose of (either voluntarily or by operation of contract or law) any shares of the stock of the Corporation now or hereafter held by him or her, except pursuant to Section 7 hereof, without first offering such shares (the “Offered Shares” herein) for sale to the Corporation at the same price and on the same terms and conditions as the selling Shareholder proposes to sell, transfer, assign, or otherwise dispose of the Offered Shares pursuant to a bona fide offer therefor received by the selling Shareholder, disclosing the terms and conditions of such bona fide offer and the identity of the offeror.

6.2       The Corporation shall have 90 days within which to accept such offer and tender performance thereunder, as to all, but not less than all, of the Offered Shares.

6.3        In the event such offer is not accepted by the Corporation within such 90-day period, then the other Shareholders shall each have an option to purchase the Offered Shares at the price and on the terms and conditions so offered. The other Shareholders shall have 90 days following the expiration of the first 90-day offering period granted to the Corporation within which to exercise such option and tender performance thereunder as to all, but not less than all, of the Offered Shares.

       6.4        In the event such offer is so accepted by more than one of the other Shareholders, the Offered Shares shall be divided among the accepting Shareholders pro rata to the number of shares of the Corporation owned by all accepting Shareholders.

6.5        In the event such offer is not so accepted within such 90-day period, then the selling Shareholder shall be free to sell, transfer, assign or otherwise dispose of the Offered Shares to the named person from whom he or she received the bona fide offer, at the price and on the terms and conditions of such offer, during a period of 90 days next following the expiration of the second 90-day offering period hereunder. At the termination of such 90-day period, the Offered Shares shall again be subject to the provisions hereof.

6.6       The above provisions in Section 6 shall not apply if Shareholders owning a majority of the Shares desire to sell controlling interest of the Corporation to a third-party. Notwithstanding, should Shareholders owning a majority of the Shares (“Majority Shareholder”) desire to sell the Corporation or substantially all of its assets to a third-party all other Shareholders (“Minority Shareholder”) shall participate with the Majority Shareholder in the sale on the same terms and conditions (known as “tag along rights” if the Minority Shareholder wants to participate and “drag along rights” if the Majority Shareholder wants to compel the Minority Shareholder to sell).

7.       Mandatory Offer to Sell.

7.1        Purchase Event. For purposes of this Agreement, any one of the following events shall constitute a “Purchase Event”:

7.1.1        The death of a Shareholder, provided that the date of the Purchase Event for purposes of this Agreement shall be deemed to be the date on which the Corporation and each of the remaining Shareholders received notice of the appointment and qualification of the deceased Shareholder’s personal representative. The personal representative of the deceased Shareholder shall be obligated to give such notice as soon as practicable.

7.1.2 The permanent disability of a Shareholder, where “permanent disability” is defined as set forth below.

7.1.3 The removal of a Shareholder with the Corporation, including retirement.

7.1.4 The insolvency of a Shareholder or the making of an assignment for the benefit of creditors by a Shareholder, or the filing of a petition in bankruptcy by or against a Shareholder.

7.2       Obligation of Shareholder.

7.2.1 Upon the occurrence of any Purchase Event, the estate of the deceased Shareholder, the Beneficiary of the Shareholder (as listed on Exhibit A) or the disabled, terminated, or insolvent Shareholder, as the case may be (the “Seller” herein), shall offer for sale to the Corporation all of the shares of stock of the Corporation held by the Seller (the “Offered Shares” herein). The Corporation shall have 30 days within which to accept such offer and tender performance thereunder by giving written notice thereof to the Seller.

7.2.2 In the event such offer is not accepted by the Corporation within such 30-day period, then the remaining Shareholders shall have an option to purchase the Offered

Shares within a period of 30 days following the expiration of such first 30-day offering period, and shall exercise such option by giving written notice thereof to the Seller.

7.2.3 In the event such offer is accepted by more than one of the remaining Shareholders, the Offered Shares shall be divided among the accepting Shareholders pro rata to the number of shares of the Corporation owned by all accepting Shareholders.

7.2.4 In the event such offer is not accepted within such second 30-day period, then the Seller shall have the right to retain the Offered Shares or to sell, assign, transfer, or dispose of the Offered Shares to third-parties, subject to Sections 6 and 10 hereof.

7.3       Purchase Price. The price at which the Offered Shares shall be purchased and sold pursuant to Section 7.2 above shall be a figure as determined by the valuation provided by an independent valuation expert (the “Independent Valuation”). The independent valuation expert shall be chosen by the Board and cannot have a personal relationship with any of the Shareholders or the Board. The valuation is not challengeable or appealable for any reason. The Independent Valuation shall resolve any disputes or discrepancies over the purchase and/or valuation of Shares as a result of removal, or otherwise.

7.4       Adjustments to Purchase Price. Notwithstanding the provisions of Section 7.3 above, in the event of removal of a Shareholder “for cause,” the Purchase Price shall be adjusted as set forth below:

7.4.1 If the Corporation removes a Shareholder “for cause,” the Purchase Price shall be 50% of the amount otherwise determined in accordance with Section 7.3 above. For purposes of this Agreement, “cause” shall mean any conduct on the part of a Shareholder that is substantially detrimental to the Corporation or the Corporation’s relationship with any person or entity or any material act of fraud, dishonesty, or misrepresentation, or any other act of moral turpitude. A determination of “for cause” shall be determined by the Board in its sole discretion and shall provide that Shareholder with a detailed write-up of their reasoning of termination “for cause”. The determination by the board of removal “for cause” must be reasonable and is not appealable or subject to review by a third-party.

7.5       Method of Payment. The purchase price determined in accordance with Section 7.3 above, as adjusted by Section 7.4, shall be paid to the Seller as follows:

7.5.1 In cash, in full, within 90 days following the occurrence of the Purchase Event; or

7.5.2 By the payment of at least twenty percent of the purchase price in cash within 90 days following the occurrence of the Purchase Event, and execution and delivery of a promissory note that shall bear interest from the closing date of the sale at 7% per year. Such note shall be fully amortized in equal quarterly payments, including interest, over no more than a three-year period, and the debtor shall have the right to prepay such note at any time without premium or penalty.

The method used shall be at the option of the Corporation or the purchasing Shareholder, as the case may be, exercised prior to the expiration of such 90-day period by notice duly given to the Seller.

8.       Insurance. As determined by the Corporation’s Board of Directors, insurance may be

carried from time to time, which shall include but is not limited to general liability insurance, directors and officer insurance, and insurance on the lives of any of the Shareholders by the Corporation or any of the other Shareholders for the purpose of funding the potential liability to acquire the stock of a selling Shareholder. The following provisions shall be applicable with respect to any such insurance:

8.1       All such insurance shall be owned by and be payable to the Corporation or the Shareholder purchasing such insurance, as the case may be.

8.2        All such insurance policies, whether owned on the date hereof or acquired hereafter, shall be listed on Schedule B attached hereto.

8.3       In the event of the death of an insured Shareholder, the proceeds of such insurance shall be applied forthwith to the payment of the purchase price owed by the owner of the policy for the stock of the insured Shareholder, up to the full amount of such proceeds.

8.3.1 In the event such proceeds are less than the full purchase price for such stock, it is understood and agreed that the net amount of such proceeds shall constitute a down payment against the purchase price.

8.3.2 In the event such proceeds exceed the purchase price, such excess shall belong to the owner of the policy and not to the estate of the insured Shareholder.

8.4       In the event any Shareholder sells his or her stock to the Corporation or the other Shareholders pursuant to the terms of this Agreement other than in the case of his or her death, it is understood and agreed that the then cash surrender value, if any, of any insurance held on the life of such Shareholder for the purpose of providing funds for the purchase of his or her stock may constitute the down payment on the purchase obligation of the owner of the policy. The selling Shareholder shall have the option of requesting either that the policy be cashed and the proceeds thereof applied against such purchase obligation or that the policy be assigned to him and the purchase price be reduced by an amount equivalent to the cash surrender value of the policy.

8.5       Insurance proceeds from any policies on the life of the selling Shareholder purchased pursuant to this Section 8 shall not be taken into account in determining the value of the stock of the Corporation under Section 7 hereof.

9.       Legend. Notwithstanding anything else herein, to the extent permitted under applicable federal, state or provincial law, the Board shall issue the Shares in the form of uncertificated shares. Such uncertificated shares of stock shall be credited to a book entry account maintained by the Corporation on behalf of that Shareholder and shall be updated on Exhibit A attached hereto. If thereafter certificates are issued with respect to the uncertificated shares of Stock, such issuance and delivery of certificates shall be in accordance with the applicable terms of this Agreement and shall include the following legend:

“This Certificate and the shares of stock and all rights thereby represented are subject to the terms, provisions, and conditions of a Shareholders’ Agreement dated _____________, and may not be sold or transferred except in accordance with the terms and provisions of such Agreement, a copy of which is on file at the office of the Corporation.”

10.       Transferees. In the event of the issuance of any new stock of the Corporation, or the

transfer in any manner of any stock of the Corporation by a Shareholder to any permitted transferee, the Corporation and each such Shareholder agree that it or he or she shall obtain, as a condition to and upon such issuance or transfer, the written consent of the new Shareholder or the transferee to become a Party to and be bound by the terms of this Agreement.

11. Withdrawal or Expulsion of a Shareholder

11.1       Withdrawal. Any Shareholder may voluntarily withdraw from the Corporation at the end of any calendar month, upon 60-days’ written notice to the Shareholders, who shall be entitled to accelerate the effective date of the withdrawal by a Majority Vote. In the event of a withdrawal by a Shareholder, the withdrawing Shareholder shall be required to follow the same procedures for Share offering as is set forth in Section 7.2 of this Agreement.

11.2       Expulsion. The Board may expel any Shareholder without notice. Expulsion must be voted on by a Majority Vote of the Board. Without limiting the foregoing, have agreed that any of the following are unacceptable to the Corporation and, unless otherwise determined by the Board, there will likely be a vote of expulsion if such Shareholder:

11.2.1       Engages in any action that injures the professional standing of the Corporation, if such action continues after such Shareholder has been requested by the Corporation to cease such activity;

11.2.2       Breaches any provision of this Agreement which the Board deems a major provision, if, after such breach has been specified as a prospective ground for expulsion by written notice given by the Corporation, the same breach continues or occurs again;

11.2.3 Commits an act of willful misconduct or gross negligence resulting in a loss to the Corporation.

12.        Professional Liability Insurance Coverage. The Corporation may maintain professional liability insurance coverage for all, in such amounts as the may from time to time determine.

13.       Dissolution

13.1        Election to Dissolve. The Corporation may be dissolved at any time by a Supermajority Vote of the Board at a meeting called expressly to consider dissolution. Upon the enactment of a Resolution to Dissolve, no further services shall be rendered on the Corporation name, and no further business shall be transacted from and after the date selected for dissolution except to the extent necessary to wind up the affairs of the Corporation. Maintenance of offices to effectuate the winding up or liquidation of the Corporation affairs shall not be construed as a continuation of the Corporation. The Board shall be responsible for dissolution and shall determine which, if any, tasks are delegated.

13.2        Costs of Liquidation. The Corporation’s Assets shall be used to pay or provide for all Debts of the Corporation and all Costs of Liquidation. “Assets” shall mean resources owned by the Corporation with economic value that is or was expected to provide a future benefit. “Debts” shall mean any amount of money borrowed or owed by the Corporation to another party. “Costs of Liquidation” shall mean all expenses, charges, and fees that are incurred by the Corporation as a result of winding up its affairs.

13.3       Distribution to Shareholders. After payment of the Debts of the Corporation and the Costs of Liquidation, the remaining Assets shall, upon dissolution and liquidation of the Corporation, be allocated among the Shareholders in the following order:

(a) To all debts and liabilities of the Corporation, including the expenses of dissolution and liquidation;

(b) To all Shareholder loans, if any, with unpaid interest;

(c) To undistributed Net Profits of the Corporation. “Net Profits” shall mean the difference between the Corporations revenue minus costs;

(d) To repayment of the purchase price of the shares of the Corporation actually paid by each Shareholder; and, finally, should any Assets remain;

(e) To the Shareholders in proportion to the pro-rata shares (as defined above) of the Corporation held by each.

The above shall be conducted in a reasonable manner, not to exceed 120 days from dissolution. Any indebtedness of any Shareholder to the Corporation as of the date of dissolution of the Corporation shall be deducted from each distribution to which he or she may otherwise be entitled pursuant to this Section 13, to the extent required to satisfy and discharge such indebtedness.

14.       Termination of Agreement. This Agreement shall terminate:

14.1       Upon the written agreement of a Supermajority Vote by the Board; or

14.2       Upon the dissolution of the Corporation or in the event proceedings in bankruptcy, receivership, or insolvency are instituted by or against the Corporation, or in the event the Corporation becomes insolvent or makes an assignment for the benefit of creditors; or

14.3       With respect to any one Shareholder, upon the disposition by such Shareholder of all of the stock of the Corporation which he or she then owns, in accordance with the terms and provisions of this Agreement.

15.       Specific Performance. The Shares of the Corporation cannot be readily purchased or sold in the open market, and for that reason, among others, the Shareholders and the Corporation will be irreparably damaged in the event that this Agreement is not specifically enforced. If any Shareholder so required under this Agreement fails to give a notice, make an offer, sell shares, or obtain written consent, or if any Shareholder fails to accurately disclose the terms and conditions of any bona fide offer or the identity of the offeror pursuant to Section 6 hereof, then, in any such event, any of the Shareholders or the Corporation may institute and maintain a proceeding to compel the specific performance of this Agreement. Such remedy shall, however, be cumulative and not exclusive, and shall be in addition to any other remedy at law or in equity which the Shareholders or the Corporation may have.

16.       Miscellaneous

16.1       Notice. Any notice required or permitted hereunder shall be given in writing by email, mail, or personal delivery. The date upon which any such notice is so personally delivered or, if such notice is given by mail or email, the date upon which it is received by the addressee shall be deemed

to be the effective date of such notice.

16.2       Copy of Agreement. A copy of this Agreement shall at all times be kept in the principal office of the Corporation.

16.3       Binding Effect. Except as provided herein to the contrary, this Agreement shall be binding upon and insure to the benefit of the Parties signatory hereto (as well as to all future Parties who are admitted as Shareholders in this Corporation), heirs, executers, legal representatives and permitted successors and assigns.

16.4       Waiver. The waiver of any breach of any term or condition of this Agreement shall not be deemed to constitute a waiver of any other breach of the same of any other term or condition of this Agreement.

16.5       Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

16.6       Entire Agreement and Amendment. This Agreement constitutes the entire agreement among the Parties hereto and supersedes all prior agreements, representations, warranties, statements, promises and understandings (whether oral or written) with respect to the subject matter hereof. This Agreement may not be amended, altered or modified except by a writing executed by a Majority Vote of the Board.

16.7       Further Assurances. Each Party hereto agrees to do all acts and things and to make, execute and deliver such written instruments as shall from time to time be reasonably required to carry out the terms and provisions of this Agreement.

16.8       Severability. If any provision of this Agreement shall be found by a court of competent jurisdiction to be illegal, in conflict with any law of the State of Arizona or otherwise unenforceable, the validity and enforceability of the remaining provisions shall not be effected, and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the particular provision found to be illegal, invalid or otherwise unenforceable.

Signatures Appear on the Following Page

       EXECUTED as of the day and year first above written.

SHAREHOLDERS

_____________________________ _____________________________

Name : ___Robert Zummo________ Name : __Richard A. Noll____

_____________________________ _____________________________

Name : _________Frank Suozzi_____ Name : __Teresa M. Kelley

_____________________________ _____________________________

Name : __________Lisa Roulette___ Name : ____Paul Gallo____

_____________________________ _____________________________

Name : ______Jack Kelley_________ Name : __Brenda Eddie______

_____________________________ _____________________________

Name : _______DLO & Associates Name : _______________________

_____________________________ _____________________________

Name : ________Andrew McIntire Name : _______________________

_____________________________ _____________________________

Name : ______Kathy R McDaniel Name : _______________________

_____________________________ _____________________________

Name : ____Michael Philpot___ Name : _______________________

EXHIBIT A

SHAREHOLDERS

Of

Zummo Flight Technologies, an Arizona Corporation

Shareholder’s Name No. of Shares % of Corporation. Capital Contrib. Beneficiary

Robert Zummo	350,000	35%	N/A Founder	N/A
Frank Suozzi	250,000	25%	N/A Founder	N/A
Lisa Roulette	150,000	15%	N/A Founder	N/A
Jack Kelley	150,000	15%	N/A Founder	N/A
DLO & Associates	5,000	5%	N/A Founder	N/A
Andrew McIntire	70,000	7%	N/A Founder	N/A
Kathy R. McDaniel	100,000	10%	$100,000	N/A

Michael Philpot	50,000	5%	$50,000	N/A
Richard A. Noll	37,500	3.75%	$37,500	N/A
Teresa M. Kelley	12,500	2.5%	$12,500	N/A
Brenda Eddie	100,000	10%	$100,000	N/A
Paul Gallo	12,500	2.5%	$12,500	N/A

EXHIBIT B

CONSENT TO BE BOUND

In consideration of the issuance to the undersigned of shares of Zummo Flight Technologies, an Arizona Corporation (the “Corporation”), the undersigned hereby consents and agrees to become a Party to and be bound by the Shareholders’ Agreement dated the _24^th of September, 2020_ as amended, receipt of a copy of which is hereby acknowledged, as fully as if the undersigned were one of the original Parties thereto, and all of the interests issued to or acquired by the undersigned shall be held in accordance with and restricted by the terms of the Shareholders’ Agreement.

EXECUTED this _25_day of September, 2020

EX1A-4 SUBS AGMT

ZUMMO FLIGHT TECHNOLOGIES INC., AN ARIZONA CORPORATION

CLASS B COMMON STOCK SHARES

REGULATION A+ SUBSCRIPTION AGREEMENT

Investing in securities represented by Class B shares of common stock (“Shares”) of Zummo Flight Technologies Inc. (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering, it may not continue.

The Shares have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities or blue-sky laws and are being offered and sold in reliance on exemptions from the registration requirements of the Securities Act and state securities or blue-sky laws. Although an offering statement has been filed with the Securities and Exchange Commission (the “SEC”), that offering statement does not include the same information that would be included in a registration statement under the Securities Act. The Shares have not been approved or disapproved by the SEC, any state securities commission or other regulatory authority, nor have any of the foregoing authorities passed upon the merits of this offering or the adequacy or accuracy of the offering circular or any other materials or information made available to subscriber in connection with this offering, through the online website platform www.zummoflighttechnologies.com, or the SEC’s EDGAR website at www.sec.gov.

No sale may be made to persons in this offering who are not “accredited investors” if the aggregate purchase price is more than 10% of the greater of such investors’ annual income or net worth. The Company is relying on the representations and warranties set forth by each subscriber in this Subscription Agreement and the other information provided by subscriber in connection with this offering to determine compliance with this requirement.

Prospective investors may not treat the contents of the Subscription Agreement, the offering circular or any of the other materials available (collectively, the “Offering Materials”) or any prior or subsequent communications from the Company or any of its affiliates, officers, employees or agents as investment, legal or tax advice. In making an investment decision, investors must rely on their own examination of the Company and the terms of this offering, including the merits and the risks involved. Each prospective investor should consult the investor’s own counsel, accountant and other professional advisor as to investment, legal, tax and other related matters concerning the investor’s proposed investment.

The Company reserves the right in its sole discretion and for any reason whatsoever to modify, amend and/or withdraw all or a portion of the offering and/or accept or reject in whole or in part any prospective investment in the Shares or to allot to any prospective investor less than the amount of Shares such investor desires to purchase.

Except as otherwise indicated, the Offering Materials speak as of their date. Neither the delivery nor the purchase of the Shares shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date.

This agreement ("Agreement") is made as of the date set forth below by and between the undersigned ("Subscriber") the Company and is intended to set forth certain representations, covenants and agreements between Subscriber and the Company with respect to the offering (the "Offering") for sale by the Company of the Shares as described in the Company's Offering Circular dated ____________, 202__ (the "Offering Circular"), a copy of which has been delivered to Subscriber. The Shares are also referred to herein as the "Securities."

ARTICLE I SUBSCRIPTION

1.01 Subscription. Subject to the terms and conditions hereof, Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company the number of Shares set forth on the Subscription Agreement Signature Page, and the Company agrees to sell such Shares to Subscriber at a purchase price of $5.00 per Share for the total amount set forth on the Subscription Agreement Signature Page (the "Purchase Price"), subject to the Company's right to sell to Subscriber such lesser number of Shares as the Company may, in its sole discretion, deem necessary or desirable.

1.02 Delivery of Subscription Amount; Acceptance of Subscription; Delivery of Securities. Subscriber understands and agrees that this Subscription is made subject to the following terms and conditions: 

(a)    Contemporaneously with the execution and delivery of this Agreement through the Platform, Subscriber shall pay the Purchase Price for the Shares in the form of ACH debit transfer, wire transfer, or credit card. Your subscription is irrevocable. Either the transfer agent appointed by the Company or the Company itself will maintain all such funds for Subscriber’s benefit until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Company in its sole discretion. 

(b)   Payment of the Purchase Price shall be made by Subscriber via the Portal, and shall be received through such transfer agent as the Company identifies.

(c)    This subscription shall be deemed to be accepted only when this Agreement has been signed by an authorized officer or agent of the Company, and the deposit of the payment of the purchase price for clearance will not be deemed an acceptance of this Agreement;

(d)   The Company shall have the right to reject this subscription, in whole or in part;

(e)    The payment of the Subscription Amount (or, in the case of rejection of a portion of the Subscriber's subscription, the part of the payment relating to such rejected portion) will be returned promptly, without interest or deduction, if Subscriber's subscription is rejected in whole or in part or if the Offering is withdrawn or canceled;

(f)        Subscriber shall receive notice and evidence of the digital entry (or other manner of record) of the number of the Shares owned by Subscriber reflected on the books and records of the Company and verified by the company's transfer agent or legal counsel (the "Transfer Agent"),

which books and records shall bear a notation that the Shares were sold in reliance upon Regulation A. 

(g)       Shareholders’ Agreement. You have received and read a copy of the Company’s Shareholders’ Agreement (the “Shareholders’ Agreement”) and agree that your execution of this Agreement constitutes your consent to the Shareholders’ Agreement, and that upon acceptance of this Agreement by the Company, you will become a shareholder of the Company as a holder of Shares of Class B common stock. When this Agreement is countersigned by the Company, the Shareholders’ Agreement shall be binding upon acceptance of your subscription.

(h)       The Platform. The Offering is described in the Offering Circular, that is available through the online website platform www.zummoflighttechnologies.com, or the SEC’s EDGAR website at www.sec.gov. Please read this Agreement, the Offering Circular, and the Shareholders’ Agreement. While they are subject to change, as described below, the Company advises you to print and retain a copy of these documents for your records.

ARTICLE II REPRESENTATIONS AND WARRANTIES OF SUBSCRIBER 

By executing this Subscription Agreement, Subscriber (and, if Subscriber is purchasing the Securities subscribed for hereby in a fiduciary capacity, the person or persons for whom Subscriber is so purchasing) represents and warrants, which representations and warranties are true and complete in all material respects as of the date of each Closing Date: 

2.01 Requisite Power and Authority. Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement. All action on Subscriber's part required for the lawful execution and delivery of this Subscription Agreement has been or will be effectively taken prior to the Closing. Upon execution and delivery, this Subscription Agreement will be a valid and binding obligation of Subscriber, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies. 

2.02 Investment Representations. Subscriber understands that the Securities have not been registered under the Securities Act. Subscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Subscriber's representations contained in this Agreement. Subscriber is purchasing the Shares for Subscriber’s own account. Subscriber has received and reviewed this Agreement, The Offering Circular and the Shareholders’ Agreement. Subscriber and/or Subscriber’s advisors, who are not affiliated with and not compensated directly or indirectly by the Company or an affiliate thereof, have such knowledge and experience in business and financial matters as will enable them to utilize the information which they have received in connection with the Offering to evaluate the merits and risks of an investment, to make an informed investment decision and to protect Subscriber’s own interest in connection with an investment in the Shares.

2.03 Illiquidity and Continued Economic Risk. Subscriber acknowledges and agrees that there is no ready public market for the Securities and that there is no guarantee that a market for their resale will ever exist. Subscriber must bear the economic risk of this investment indefinitely and the Company has no obligation to list the Securities on any market or take any steps (including registration under the Securities Act or the Securities Exchange Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Subscriber acknowledges that Subscriber is able to bear the economic risk of losing Subscriber's entire investment in the Securities. Subscriber also understands that an investment in the Company involves significant risks and has taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

2.04 Accredited Investor Status or Investment Limits. Subscriber represents that either:

(a)    Subscriber is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act; or 

(b)   The Purchase Price set out below, on the signature page of this Agreement, together with any other amounts previously used to purchase Securities in this offering, does not exceed 10% of the greater of the Subscriber's annual income or net worth. Subscriber represents that to the extent it has any questions with respect to its status as an accredited investor, or the application of the investment limits, it has sought professional advice. 

2.05 Additional Subscriber Information; Payment Information. Subscriber agrees to provide any additional documentation the Company may reasonably request, including documentation as may be required by the Company to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act, or otherwise as a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, or as may be required by the securities administrators or regulators of any state, to confirm that the Subscriber meets any applicable minimum financial suitability standards and has satisfied any applicable maximum investment limits. Subscriber acknowledges that Subscriber’s responses to questions on the Platform (as defined in the Offering Circular) are true, complete and accurate in all respects. Payment information provided by Subscriber through the Platform is true, accurate and correct and such payment information shall be deemed to be a part of this Agreement as if and to the same extent that such information was set forth herein.

2.06 Company Information. Subscriber has read the Offering Circular filed with the SEC, including the section titled "Risk Factors." Subscriber understands that the Company is subject to all the risks that apply to early-stage companies, whether or not those risks are explicitly set out in the Offering Circular. Subscriber acknowledges that no representations or warranties have been made to Subscriber, or to Subscriber's advisors or representative, by the Company or others with respect to the business or prospects of the Company or its financial condition. 

2.07 Neither the Company nor the Platform is an Investment Adviser. Subscriber understands that neither the Company nor the Platform is registered under the Investment Company Act of 1940 or the Investment Advisers Act of 1940.

2.08 Valuation. Subscriber acknowledges that the price of the Securities was set by the Company on the basis of the Company's internal valuation and no warranties are made as to value. Subscriber further acknowledges that future offerings of Securities may be made at lower valuations, with the result that the Subscriber's investment will bear a lower valuation.

2.09 Domicile. Subscriber maintains Subscriber's domicile (and is not a transient or temporary resident) at the address shown on the signature page and provided on the Platform.

2.10 Power of Attorney. Any power of attorney of the Subscriber granted in favor of the Company contained in the Shareholders’ Agreement has been executed by the Subscriber in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.

2.11 No Brokerage Fees. There are no claims for brokerage commission, finders' fees or similar compensation in connection with the transactions contemplated by this Subscription Agreement or related documents based on any arrangement or agreement binding upon Subscriber. Subscriber will indemnify and hold the Company harmless against any liability, loss or expense (including, without limitation, reasonable attorneys' fees and out-of-pocket expenses) arising in connection with any such claim.

2.12 Foreign Investors. If Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended), Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (a) the legal requirements within its jurisdiction for the purchase of the Securities, (b) any foreign exchange restrictions applicable to such purchase, (c) any governmental or other consents that may need to be obtained, and (d) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Securities. Subscriber's subscription and payment for and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber's jurisdiction. 

2.13 Terms and Conditions of the Platform. Subscriber acknowledges that it has read, understands and agrees to the terms and conditions, privacy policy and disclaimers on the Platform.

2.14 Transfer Restrictions. Subscriber acknowledges and agrees that the Shares are subject to restrictions on transfer as described in the Shareholders’ Agreement. The Shares shall bear a digital or physical restrictive legend in substantially the following form (and a stop transfer order may be placed against transfer of such certificates or instruments):

THE SECURITIES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO SIGNIFICANT RESTRICTIONS ON TRANSFER PURSUANT TO THE COMPANY’S SHAREHOLDERS’ AGREEMENT AND THE SUBSCRIPTION AGREEMENT PURSUANT TO WHICH THESE SECURITIES WERE ORIGINALLY SOLD. ANY PURPORTED TRANSFER IN VIOLATION OF SUCH PROVISIONS SHALL BE VOID, AB INITIO.

ARTICLE III SURVIVAL; INDEMNIFICATION

3.01 Survival; Indemnification. All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws. 

ARTICLE IV MISCELLANEOUS PROVISIONS

4.01 Captions and Headings. The Article and Section headings throughout this Agreement are for convenience of reference only and shall in no way be deemed to define, limit or add to any provision of this Agreement. 

4.02 Notification of Changes. Subscriber agrees and covenants to notify the Company immediately upon the occurrence of any event prior to the consummation of this Offering that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein occurring prior to the consummation of this Offering.

4.03 Assignability. This Agreement is not assignable by Subscriber, and may not be modified, waived or terminated except by an instrument in writing signed by the party against whom enforcement of such modification, waiver or termination is sought. 

4.04 Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns, and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by and be binding upon such heirs, executors, administrators, successors, legal representatives and assigns. 

4.05 Obligations Irrevocable. The obligations of Subscriber shall be irrevocable, except with the consent of the Company, until the consummation or termination of the Offering.

4.06 Entire Agreement; Amendment. This Agreement states the entire agreement and understanding of the parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written. No amendment of the Agreement shall be made without the express written consent of the parties. 

4.07 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision hereof, which shall be construed in all respects as if such invalid or unenforceable provision were omitted. 

4.08 Notices. All notices and communications to be given or otherwise made to the Subscriber shall be deemed to be sufficient if sent by electronic mail to such address as set forth for the Subscriber at the records of the Company (or that you submitted to us via the Platform). You shall send all notices or other communications required to be given hereunder to the Company via email at GLOZPH@GMAIL.COM (with a copy to be sent concurrently via prepaid certified mail to: Zummo Flight Technologies Inc., 8311 E. Via de Ventura, #2082, Scottsdale, AZ 85258, Attention: Investor Relations. Any such notice or communication shall be deemed to have been delivered and received on the first business day following that on which the electronic mail has been sent (assuming that there is no error in delivery). As used in this Section, “business day” shall mean any day other than a day on which banking institutions in the State of Arizona are legally closed for business.

4.09 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement. 

4.10 Digital Signatures. Digital (“electronic”) signatures, often referred to as an “e-signature”, enable paperless contracts and help speed up business transactions. The 2001 E-Sign Act was meant to ease the adoption of electronic signatures. The mechanics of this Subscription Agreement’s electronic signature include your signing this Agreement below by typing in your name, with the underlying software recording your IP address, your browser identification, the timestamp, and a securities hash within an SSL encrypted environment. This electronically signed Subscription Agreement will be available to both you and the Company, as well as any associated brokers, so they can store and access it at any time, and it will be stored and accessible on the Platform and hosting provider, including backups. You and the Company each hereby consents and agrees that electronically signing this Agreement constitutes your signature, acceptance and agreement as if actually signed by you in writing. Further, all parties agree that no certification authority or other third-party verification is necessary to validate any electronic signature; and that the lack of such certification or third-party verification will not in any way affect the enforceability of your signature or resulting contract between you and the Company. You understand and agree that your e-signature executed in conjunction with the electronic submission of this Subscription Agreement shall be legally binding and such transaction shall be considered authorized by you. By signing electronically below, you agree your electronic signature is the legal equivalent of your manual signature on this Subscription Agreement you consent to be legally bound by this Subscription Agreement’s terms and conditions. Alternatively, you may opt-out of this provision by printing a copy of this Agreement, signing it manually and returning it to the Company and, if your subscription is accepted, the Company will manually countersign it and return a countersigned copy to you via email.

4.11 Consent to Electronic Delivery of Tax Documents. Please read this disclosure about how the Company will provide certain documents that it is required by the Internal Revenue Service (the “IRS”) to send to you (“Tax Documents”) in connection with your Shares. A Tax Document

provides important information you need to complete your tax returns. Tax Documents include Form 1099 and/or Form K-1. Occasionally, the Company is required to send you CORRECTED Tax Documents. Additionally, the Company may include inserts with your Tax Documents. The Company is required to send Tax Documents to you in writing, which means in paper form. When you consent to electronic delivery of your Tax Documents, you will be consenting to delivery of Tax Documents, including these corrected Tax Documents and inserts, electronically instead of in paper form. By executing this Agreement on the Platform, you are consenting in the affirmative that the Company may send Tax Documents to you electronically, and acknowledging that you are able to access Tax Documents from the site. If you subsequently withdraw consent to receive Tax Documents electronically, a paper copy will be provided. Your consent to receive the Tax Documents electronically continues for every tax year until you withdraw your consent. You can withdraw your consent before the Tax Document is furnished by mailing a letter including your name, mailing address, effective tax year, and indicating your intent to withdraw consent to the electronic delivery of Tax Documents to:

Zummo Flight Technologies Inc.

8311 E. Via de Ventura #2082

Scottsdale, AZ 85258

Phone: (571) 276-1067

If you withdraw consent to receive Tax Documents electronically, a paper copy will be provided. You Must Keep Your E-mail Address Current with the Company. You must promptly notify the Company of a change of your email address. If your mailing address, email address, telephone number or other contact information changes, you may also provide updated information by contacting the Company at: Zummo Flight Technologies Inc., 8311 E. Via de Ventura #2082, Scottsdale, AZ 85258, Phone (571) 276-1067 or GLOZPH@GMAIL.COM.

4.12 Electronic Delivery of Information. Subscriber and the Company each hereby agrees that all current and future notices, confirmations and other communications regarding this Agreement, the Operating Agreement and future communications in general between the parties, may be made by email, sent to the email address of record as set forth in this Agreement or as otherwise from time to time changed or updated and disclosed to the other party, without necessity of confirmation of receipt, delivery or reading, and such form of electronic communication is sufficient for all matters regarding the relationship between the parties. If any such electronically sent communication fails to be received for any reason, including but not limited to such communications being diverted to the recipients spam filters by the recipients email service provider, or due to a recipient’s change of address, or due to technology issues by the recipients service provider, the parties agree that the burden of such failure to receive is on the recipient and not the sender, and that the sender is under no obligation to resend communications via any other means, including but not limited to postal service or overnight courier, and that such communications shall for all purposes, including legal and regulatory, be deemed to have been delivered and received. No physical, paper documents will be sent to you, and if you desire physical documents then you agree to be satisfied by directly and personally printing, at your own expense, the electronically sent communication(s) and maintaining such physical records in any manner or form that you desire.

[SIGNATURE PAGE FOLLOWS]

ZUMMO FLIGHT TECHNOLOGIES INC.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE

IN WITNESS WHEREOF, Subscriber or its duly authorized representative has executed and delivered this Subscription Agreement by signing or clicking “I Agree” and has delivered the Purchase Price as of the date set forth above.

Name of Subscriber:

Social Security Number or Taxpayer ID Number:

Date:

Aggregate Purchase Price (based on a price of $5.00 per Share):	$
	(enter total Purchase Price in USD)

SIGNATURE:

[By clicking “I Agree” I, Subscriber have executed this Agreement intending to be legally bound]

(Signature of subscriber)

PRINT NAME: 

COMPANY NAME (IF APPLICABLE):

TITLE OF SIGNER (IF APPLICABLE):

ADDRESS:
Street
City	State	Zip
Telephone
Email

ZUMMO FLIGHT TECHNOLOGIES INC.

SUBSCRIPTION AGREEMENT SIGNATURE PAGE (CONTINUED)

ACCEPTED AND AGREED TO:
ZUMMO FLIGHT TECHNOLOGIES INC., an Arizona Corporation
By:
Name:	Robert Zummo
Title:	Chief Executive Officer

Zummo Flight Technologies Inc.

8311 E. Via de Ventura, #2082

Scottsdale, AZ 85258

Phone: (571) 276-1067

EX1A-11 CONSENT

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

I consent to the use in this Offering Circular of Zummo Flight Technologies Inc. on Form 1-A pursuant to Regulation A, of our report datedSeptember 4, 2020 relating to the consolidated financial statements of Zummo Flight Technologies Inc. appearing in this Offering Circular (and any amendments thereto).

 s/Junaid Qazi

Junaid Qazi, CPA

Princeton, NJ

January 14, 2021