POWER OF ATTORNEY

	Know all by these presents, that the undersigned hereby
constitutes and appoints each of Ronald Brower, Donald R. Reynolds
Alexander M. Donaldson and Shin Song, and each of them acting
alone, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer, director and/or 10% or more
stockholder of flyExclusive, Inc. (the "Company"), Forms ID,
3, 4 and 5, Update Passphrase Acknowledgement (and any
amendments thereto) in accordance with Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "1934 Act") and
Schedules 13D and/or Schedules 13G (and any amendment thereto)
in accordance with the 1934 Act, and the rules promulgated
thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete
and execute any such Form ID, 3, 4 and 5, Update Passphrase
Acknowledgement and Schedules 13D and/or Schedules 13G (and
any amendments thereto) and to file timely such form with the
United States Securities and Exchange Commission and any stock
exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which in the opinion of such attorney-in-
fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.

	The undersigned hereby grants to each such attorney-in-
fact full power and authority to do and perform any and every
act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and
confirming that all such attorneys-in-fact, or such attorneys-
in-facts' substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such
capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 of the 1934 Act.

	This Power of Attorney shall remain in full force and
effect until the undersigned is no longer required to file Forms
ID, 3, 4 and 5 and Schedules 13D and Schedules 13G
with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned, in a signed writing delivered to each
of the foregoing attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 24th day of July 2024.



/s/ Zachary M. Nichols
Printed Name: Zachary M. Nichols