0000950123-18-004227 Sample Contracts

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled • Nevada

This Amended and Restated Shareholders’ Agreement (this “Amended and Restated Shareholders’ Agreement” or “Agreement”) is made effective as of December , 2017, (the “Effective Date”), by and among Mesa Air Group, Inc., a Nevada corporation (the “Company’”), and the undersigned affiliated holders (each a “Holder” and, collectively, the “Holders”) of the Common Stock and/or Warrants (each as defined below) set forth on the signature page of this Agreement.

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LEASE AMENDMENT EIGHT CMD 177A (8/98)
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled

THIS LEASE AMENDMENT EIGHT (“Amendment”) is made and entered into as of the 12th day of October, 2005, by and between CMD Realty Investment Fund IV, L.P., an Illinois limited partnership (“Landlord”) and Mesa Air Group, Inc., a Nevada corporation (“Tenant”).

FIRST AMENDMENT TO LEASE
Lease • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled

THIS FIRST AMENDMENT TO LEASE (“Amendment”) is made and entered into as of this 9th day of March, 1999, by and between DMB PROPERTY VENTURES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and MESA AIR GROUP, INC., a Nevada corporation (“Tenant”).

MORTGAGE SUPPLEMENT NO. 3
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled

THIS MORTGAGE SUPPLEMENT NO. 3 dated July 5, 2017 (this “Mortgage Supplement”) made by MESA AIRLINES, INC., a Nevada corporation (together with its permitted successors and assigns, the “Grantor”), in favor of OBSIDIAN AGENCY SERVICES, INC., a California corporation as Security Trustee (together with its successors and permitted assigns, the “Security Trustee”).

LEASE AMENDMENT FOUR (Satellite Dish) 174D (1/00)
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled

THIS LEASE AMENDMENT FOUR (“Amendment”) is made and entered into as of the 15th day of May, 2001, by and between CMD Realty Investment Fund IV, L.P., an Illinois limited partnership (“Landlord”) and Mesa Air Group, Inc., a Nevada corporation (“Tenant”).

February 27, 2014 US Airways, Inc.
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled
MORTGAGE SUPPLEMENT NO. 1
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled

THIS MORTGAGE SUPPLEMENT NO. 1 dated December 14, 2016 (this “Mortgage Supplement”) made by MESA AIRLINES, INC., a Nevada corporation (together with its permitted successors and assigns, the “Grantor”), in favor of OBSIDIAN AGENCY SERVICES, INC., a California corporation as Security Trustee (together with its successors and permitted assigns, the “Security Trustee”).

MORTGAGE SUPPLEMENT NO. 4
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled

THIS MORTGAGE SUPPLEMENT NO. 4 dated September 29, 2017 (this “Mortgage Supplement”) made by MESA AIRLINES, INC., a Nevada corporation (together with its permitted successors and assigns, the “Grantor”), in favor of OBSIDIAN AGENCY SERVICES, INC., a California corporation as Security Trustee (together with its successors and permitted assigns, the “Security Trustee”).

MORTGAGE SUPPLEMENT NO. 5
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled

THIS MORTGAGE SUPPLEMENT NO. 5 dated March 1, 2018 (this “Mortgage Supplement”) made by MESA AIRLINES, INC., a Nevada corporation (together with its permitted successors and assigns, the “Grantor”), in favor of OBSIDIAN AGENCY SERVICES, INC., a California corporation as Security Trustee (together with its successors and permitted assigns, the “Security Trustee”).

LEASE AMENDMENT SIX CMD 177A (8/98)
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled

THIS LEASE AMENDMENT SIX (“Amendment”) is made and entered into as of the 1st day of April, 2003 by and between CMD Realty Investment Fund IV, L.P. an Illinois limited partnership (“Landlord”) and Mesa Air Group, Inc., a Nevada corporation (“Tenant”).

Mesa Air Group, Inc.
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled
LEASE AMENDMENT ELEVEN
Lease Amendment Eleven • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled

THIS LEASE AMENDMENT ELEVEN (this “Amendment”) is made and entered into as of July 31, 2014 (the “Effective Date”), by and between PHOENIX OFFICE GRAND AVENUE PARTNERS, LLC, a Delaware limited liability company (“Landlord”), and MESA AIR GROUP, INC., a Nevada corporation (“Tenant”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”), dated as of February 26, 2018 is entered into among (i) Mesa Airlines, Inc., as borrower (“Borrower”), (ii) the lenders named herein (the “Lenders”), (iii) Obsidian Agency Services, Inc., as security trustee (the “Security Trustee”), and (iv) Cortland Capital Market Services LLC, as administrative agent (the “Administrative Agent”), and amends that certain Credit Agreement, dated as of December 14, 2016 among such parties (as amended, supplemented or modified and in effect from time to time, the “Credit Agreement”). Capitalized terms used and not otherwise defined in this Amendment shall have the same meanings in this Amendment as set forth in the Credit Agreement.

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled • Nevada

This Amended and Restated Shareholders’ Agreement (the “Agreement”) is made effective as of June 1, 2016, between Mesa Air Group, Inc. (the “Company”), and the undersigned holder (“Holder”) of the Common Stock and/or Warrants (each as defined below) set forth on the signature page of this Agreement.

MORTGAGE AND SECURITY AGREEMENT Dated as of December 14, 2016 Between MESA AIRLINES, INC., as Grantor, and OBSIDIAN AGENCY SERVICES, INC., as Security Trustee
Mortgage and Security Agreement • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled

MORTGAGE AND SECURITY AGREEMENT, dated as of December 14, 2016 (this “Mortgage”), between MESA AIRLINES, INC., a Nevada corporation (together with its permitted successors and assigns, the “Grantor”), and OBSIDIAN AGENCY SERVICES, INC., a California corporation, as Security Trustee (together with its successors and permitted assigns, the “Security Trustee”), for the benefit of the Secured Parties.

LEASE AMENDMENT FIVE (Extension and Expansion/Co- Terminous) CMD 177A (8/98)
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled

THIS LEASE AMENDMENT FIVE (“Amendment”) is made and entered into as of the 11th day of October, 2002 by and between CMD Realty Investment Fund IV, L.P. an Illinois limited partnership (“Landlord”) and Mesa Air Group, Inc., a Nevada corporation (“Tenant”).

LEASE AMENDMENT TWELVE
Lease Amendment Twelve • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled

THIS LEASE AMENDMENT TWELVE (this “Amendment”) is made and entered into as of November ___, 2014 (the “Effective Date”), by and between PHOENIX OFFICE GRAND AVENUE PARTNERS, LLC, a Delaware limited liability company (“Landlord”), and MESA AIR GROUP, INC., a Nevada corporation (“Tenant”).

MORTGAGE SUPPLEMENT NO. 2
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled

THIS MORTGAGE SUPPLEMENT NO. 2 dated February 2, 2017 (this “Mortgage Supplement”) made by MESA AIRLINES, INC., a Nevada corporation (together with its permitted successors and assigns, the “Grantor”), in favor of OBSIDIAN AGENCY SERVICES, INC., a California corporation as Security Trustee (together with its successors and permitted assigns, the “Security Trustee”).

SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled • Nevada

This Shareholders’ Agreement (this “Agreement”) is made effective as of March 1, 2011 (the “Effective Date”), by and among Mesa Air Group, Inc., a Nevada corporation (the “Company”), and each holder of Common Stock (as defined below) (individually, a “Stockholder,” and collectively, together with any subsequent Transferee (defined below) who become parties hereto as a Stockholder pursuant to Section 3(a), the “Stockholders”). Unless otherwise defined herein, all capitalized terms shall have the meaning assigned to them in the Plan (defined below).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled • Nevada

THIS INVESTOR RIGHTS AGREEMENT (the “Agreement”) is made as of March 1, 2011, by and between MESA AIR GROUP, INC., a Nevada corporation (the “Company”), and US AIRWAYS, INC., a Delaware corporation (the “Investor”).

LEASE AMENDMENT THREE (Expansion/Not Co-Terminous) CMD 174B (8/98)
Mesa Air Group Inc • May 7th, 2018 • Air transportation, scheduled

THIS LEASE AMENDMENT THREE (“Amendment”) is made and entered into as of the 7th day of November, 2000, by and between CMD Realty Investment Fund IV, L.P., an Illinois limited partnership (“Landlord”) and Mesa Air Group, Inc., a Nevada corporation (“Tenant”).

SECOND AMENDMENT TO LEASE
Lease • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled

THIS SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of this 8th day of November, 1999, by and between DMB PROPERTY VENTURES LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”), and MESA AIR GROUP, INC., a Nevada corporation (“Tenant”).

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LEASE AMENDMENT NINE
Lease Amendment Nine • May 7th, 2018 • Mesa Air Group Inc • Air transportation, scheduled

THIS LEASE AMENDMENT NINE (this “Amendment”) is entered into as of November 4, 2010, by and between TRANS WESTERN PHOENIX GATEWAY, L.L.C., a Delaware limited liability company (“Landlord”), and MESA AIR GROUP, INC., a Nevada corporation (“Tenant”).

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