EX-3.3 2 asle-20210630xex3d3.htm EX-3.3

Exhibit 3.3

Delaware

The First State

Page 1

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I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “AERSALE CORPORATION”, FILED IN THIS OFFICE ON THE SEVENTEENTH DAY OF JUNE, A.D. 2021, AT 12:09 O`CLOCK P.M.

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7723637 8100 |  | Authentication: 203471556
SR# 20212478583 | ​ | Date: 06-17-21
You may verify this certificate online at corp.delaware.gov/authver.shtml | ​

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CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

AERSALE CORPORATION

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AerSale Corporation (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation L aw of the State of Delaware (the "General Corporation Law''), does hereby certify as follows:

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FIRST: | That Section 5.4 of Article V of the Amended and Restated Certificate of lncorporation of the Corporation, as amended (the "Restated Certificate") is hereby amended and restated to read, in i ts entirety, as follows:

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"Section 5.4 Removal. Subject to Section 5.5 hereof, any or all of the directors may be removed from office at any time, with or without cause, by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of director s, v oting together as a single class."

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SECOND: | That Section 5.3 of Article V of the Restated Certificate is hereby amended and restated to read, in its entirety, as follows:

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"Section 5.3 Newly Created D i rectorships and Vacancies. Subject to Section 5.5 hereof, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen shall hold office until the next annual meeting of stockholders and until his or her successor has been elected and qualified, subject, however, to such director's earlier death, resignation, retirement, disqualification or removal."

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TH IR D: | That, at an annual meeting of stockholders of the Corporat i on, the aforesaid amendments were duly adopted by the stockholders of the Corporation.

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FOURTH: | That, the aforesaid amendments w ere duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law.

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​ | State of Delaware
​ | Secretary of State
​ | Division of Corpora ti ons
​ | Delivered 12:09 PM 06/1 7/2021
​ | FILED 12:09 PM 06/1 712021
​ | SR 202124 78583 - File Number 7723637

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 17th day of June, 2021.

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​ | AERSALE CORPORATION
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​ | By: | /s/ Nicolas Finazzo
​ | Name: Nicolas Finazzo
​ | Title: Chief Executive Officer

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