STOCK PURCHASE AGREEMENT
THIS
STOCK PURCHASE AGREEMENT, dated as of October 26, 2007, by and between
Republic Airways Holdings Inc., a Delaware corporation (the “Purchaser”),
and WexAir RJET LLC (f/k/a WexAir LLC), a Delaware limited liability company
(the “Stockholder”).
W
I T N E S S E T H:
WHEREAS,
the Stockholder is a stockholder of the Purchaser;
WHEREAS,
the Purchaser desires to purchase from the Stockholder, and the Stockholder
desires to sell to the Purchaser, One Million Five Hundred Fifty Five Thousand
(1,555,000) shares of the Common Stock, par value $.001 per share, of the
Purchaser (the “Shares”) at a price of $20.90 per share.
NOW
THEREFORE, in consideration of the mutual promises contained herein,
the parties hereto agree as follows:
1. Purchase
and Sale of the Shares and Purchase Price. On October
26, 2007, the Stockholder hereby agrees to sell, assign, transfer and deliver
to
Purchaser, and Purchaser hereby agrees to purchase from the Stockholder, the
Shares, at a price of $20.90 per share (the
“Transaction”). The Stockholder represents and warrants that
the Stockholder is the sole beneficial owner of the Shares, and agrees that
the
Shares shall be transferred to the Purchaser free and clear of all mortgages,
pledges, security interests, claims, liens, charges or other encumbrances of
any
kind.
2. Settlement. Settlement
of the Transaction shall occur on or before October 31, 2007, at which time
(x)
the Purchaser shall pay by wire transfer to such account as is specified by
the
Stockholder the amount of Thirty Two Million Four Hundred Ninety Nine Thousand
Five Hundred Dollars ($32,499,500) and (y) the Stockholder shall deliver to
the
Purchaser the share certificates representing the Shares, appropriately endorsed
for transfer.
3. Applicable
Law. This Agreement shall be governed by and interpreted
in accordance with the laws of the State of New York, other than the conflicts
of laws principles thereof.
4. Counterparts. This
Agreement may be executed in several counterparts, each of which shall be deemed
an original, but all of which, taken together, shall constitute one
agreement.
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IN
WITNESS WHEREOF, the parties hereto have executed this Stock Purchase
Agreement on the day and year first written above.
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By:
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/s/ Xxxxxx X. Xxxxxx | |
Name: Xxxxxx X. Xxxxxx | |||
Title: Executive Vice President and Chief Financial Officer | |||
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WEXAIR
RJET LLC
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By:
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/s/ Xxxxxx Xxxxx | |
Name: Xxxxxx Xxxxx | |||
Title: Vice President | |||
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