0001193125-25-180875 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled • Indiana

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2017, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”), and MATTHEW J. KOSCAL (the “Executive”).

WARRANT AGREEMENT
Warrant Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled • New York

WARRANT AGREEMENT dated as of January 15, 2021 (this “Agreement”), between REPUBLIC AIRWAYS HOLDINGS INC., a corporation organized under the laws of Delaware (the “Company”) and the UNITED STATES DEPARTMENT OF THE TREASURY (“Treasury”).

SEPARATION AND CONSULTING AGREEMENT, GENERAL RELEASE OF CLAIMS AND COVENANT NOT TO SUE
Separation and Consulting Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled • Indiana

This Separation and Consulting Agreement, General Release of Claims and Covenant Not to Sue (this “Agreement”), dated as of April 4, 2025, is made by and between Mesa Air Group, Inc., a Delaware corporation (the “Company”) and Brian S. Gillman (“Executive”).

FOURTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT
United Express Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Fourteenth Amendment to the United Express Agreement (the “Amendment”) is dated as of May 27, 2016 by and between UNITED AIRLINES, INC., a Delaware corporation, with its corporate offices located at 233 S. Wacker Drive, Chicago, IL 60606 (“United”), REPUBLIC AIRLINE INC., an Indiana corporation, with its corporate offices at 8909 Purdue Road, Suite 300, Indianapolis, IN 46268, and SHUTTLE AMERICA CORPORATION, an Indiana corporation, with its corporate offices at 8909 Purdue Road, Suite 300, Indianapolis, IN 46268 (“Contractor”).

AMENDMENT No. 3 TO PURCHASE AGREEMENT COM0448-18
Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No.3 COM0994-19 (the “Amendment No.3”) dated as of November 29th, 2019 is between Embraer S.A. (“Embraer”) and Republic Airways Inc., formerly known as Republic Airline Inc. (“Buyer”), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0448-18 dated December 15th, 2018 as amended from time to time (the “Purchase Agreement”).

AMENDMENT NUMBER FOUR TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number Four (this “Amendment”), dated as of the April 26, 2011 (“Amendment Number Four Effective Date”), to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Shuttle America Corp. (as assignee of Republic Airline, Inc.) (“Shuttle America” or “Operator”), 8909 Purdue Road, Indianapolis, Indiana 46268 and Republic Airways Holdings, Inc. (“Republic”), 8909 Purdue Road, Indianapolis, Indiana 46268.

AMENDMENT NUMBER TWENTY-ONE TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number Twenty-One (this “Amendment”), dated as of September 30, 2021, to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Republic Airways Inc. (as successor by merger to Shuttle America Corporation and f/k/a Republic Airline Inc.) (“Operator”), 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268 and Republic Airways Holdings Inc. (“Republic”), 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268.

AMENDMENT NO. 15 TO CAPACITY PURCHASE AGREEMENT
Capacity Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No. 15 to Capacity Purchase Agreement (this “Amendment”) is dated as of July 26, 2022 and effective as of October l, 2021 (the “Amendment No. 15 Effective Date”), between American Airlines, Inc., a Delaware corporation (together with its successors and permitted assigns, “American”), and Republic Airways Inc. (together with its permitted successors and assigns, “Contractor”).

AMENDMENT NO. 7 TO CAPACITY PURCHASE AGREEMENT
Capacity Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No. 7 to Capacity Purchase Agreement (this “Amendment”) is dated as of September 28, 2018 (the “Amendment Effective Date”), between American Airlines, Inc., a Delaware corporation (together with its successors and permitted assigns, “American”), and Republic Airline Inc. (together with its permitted successors and assigns, “Contractor”).

AMENDMENT NUMBER SIX TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number Six (this “Amendment”), effective as of this December 18, 2014 (“Amendment Number Six Effective Date”), to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Shuttle America Corp. (as assignee of Republic Airline, Inc.) (“Shuttle America” or “Operator”), 8909 Purdue Road, Indianapolis, Indiana 46268 and Republic Airways Holdings, Inc. (“Republic”), 8909 Purdue Road, Indianapolis, Indiana 46268.

LETTER AGREEMENT COM0449-18 INDEX
Letter Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Letter of Agreement COM0449-18 (“Letter Agreement”) dated December 15th, 2018, is an agreement between Embraer S.A. (“Embraer”) with its principal place of business at São José dos Campos, São Paulo, Brazil, and Republic Airline Inc. (“Buyer”) with its principal place of business at 8909 Purdue Road, Indianapolis, Indiana 46268, United States relating to the Purchase Agreement COM0448-18 dated at the same date above written (the “Purchase Agreement”) for the purchase by Buyer of up to [***] EMBRAER 175LR aircraft and the right to purchase up to [***] EMBRAER 175LR purchase right aircraft.

FOURTH AMENDMENT TO UNITED EXPRESS AGREEMENT
United Express Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment to the United Express Agreement (the “Amendment”) is effective as of March 15, 2010 (the “Effective Date”) by and between UNITED AIR LINES, INC., a Delaware corporation, with its operations center located at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 (“United”), and SHUTTLE AMERICA CORP., an Indiana corporation, having its principal mailing address at 8909 Purdue Road, Suite 300 Indianapolis, IN 46268 (“Shuttle America” or “Contractor”).

September 21, 2018
Capacity Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

Reference is made to that certain Capacity Purchase Agreement, dated as of January 23, 2013, between American Airlines, Inc. (“American”) and Republic (as amended by that certain Amendment No. 1 dated as of February 28, 2013, Amendment No. 2 dated as of September 2, 2016 (as such Amendment No. 2 was amended by that certain Letter Agreement dated as of October 11, 2016), Amendment No. 3 dated as of October 12, 2017, Amendment No. 4 dated as of November 3, 2017, Amendment No. 5 dated as of December 15, 2017, Amendment No. 6 dated as of February 23, 2018, and as may be further amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Capacity Purchase Agreement”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Capacity Purchase Agreement.

AMENDMENT NUMBER ONE TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number One (this “First Amendment”), dated the 12th day of March, 2007, to the Delta Connection Agreement dated and effective January 13, 2005 (as previously amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Shuttle America Corp. (as assignee of Republic Airline, Inc.) (“Shuttle America” or “Operator”), 8909 Purdue Road, Indianapolis, Indiana 46268 and Republic Airways Holdings, Inc. (“Republic”), 8909 Purdue Road, Indianapolis, Indiana 46268.

AMENDMENT NUMBER THIRTEEN TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number Thirteen (this “Amendment”), dated as of May 31, 2019, to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Republic Airways Inc. (as successor by merger to Shuttle America Corporation and f/k/a Republic Airline Inc.) (“Operator”), 8909 Purdue Road, Indianapolis, Indiana 46268 and Republic Airways Holdings Inc. (“Republic”), 8909 Purdue Road, Indianapolis, Indiana 46268.

AMENDMENT NUMBER THREE TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number Three (this “Amendment”), dated as of the 31st day of January, 2011 (“Amendment Number Three Effective Date”), to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Shuttle America Corp. (as assignee of Republic Airline, Inc.) (“Shuttle America” or “Operator”), 8909 Purdue Road, Indianapolis, Indiana 46268 and Republic Airways Holdings, Inc. (“Republic”), 8909 Purdue Road, Indianapolis, Indiana 46268.

FIFTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT
United Express Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Fifteenth Amendment to the United Express Agreement (the “Amendment”) is dated as of November 15, 2016 by and among UNITED AIRLINES, INC., a Delaware corporation, with its corporate offices located at 233 S. Wacker Drive, Chicago, IL 60606 (“United”), REPUBLIC AIRLINE INC., an Indiana corporation, with its corporate offices at 8909 Purdue Road, Suite 300, Indianapolis, IN 46268 (“Republic Airline”), and SHUTTLE AMERICA CORPORATION, an Indiana corporation, with its corporate offices at 8909 Purdue Road, Suite 300, Indianapolis, IN 46268 (“Contractor”).

AMENDMENT NUMBER SEVENTEEN TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number Seventeen (this “Amendment”), dated as of January 12, 2021 (the “Amendment Seventeen Effective Date”), to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Republic Airways Inc. (as successor by merger to Shuttle America Corporation and f/k/a Republic Airline Inc.) (“Operator”), 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268 and Republic Airways Holdings Inc. (“Republic”), 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268.

AMENDMENT NO. 16 TO CAPACITY PURCHASE AGREEMENT
Capacity Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No. 16 to Capacity Purchase Agreement (this “Amendment”) is dated as of February 24, 2023 and made effective as of January 1, 2023 (the “Amendment No. 16 Effective Date”), between American Airlines, Inc., a Delaware corporation (together with its successors and permitted assigns, “American”), and Republic Airways Inc. (together with its permitted successors and assigns, “Contractor”).

FIFTH AMENDMENT TO UNITED EXPRESS AGREEMENT
United Express Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Fifth Amendment to the United Express Agreement (the ‘‘Amendment’’) is effective as of January 4, 2011 (the “Effective Date”) by and between UNITED AIR LINES, INC., a Delaware corporation, with its corporate offices located at 77 West Wacker Drive, Chicago, Illinois 60601 (“United”), and SHUTTLE AMERICA CORP., an Indiana corporation, having its principal mailing address at 8909 Purdue Road, Suite 300 Indianapolis, IN 46268 (“Shuttle America” or “Contractor”).

AMENDMENT NUMBER NINE TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number Nine (this “Amendment”), dated as of December 9, 2016. to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Shuttle America Corporation (as assignee of Republic Airline Inc.) (“Shuttle America” or “Operator”), 8909 Purdue Road, Indianapolis, Indiana 46268 and Republic Airways Holdings Inc. (“Republic”), 8909 Purdue Road, Indianapolis, Indiana 46268.

AMENDMENT No. 4 TO PURCHASE AGREEMENT COM0448-18
Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No.4 COM0157-20 (the “Amendment No.4”) dated as of April 6, 2020 is between Yaborã Indústria Aeronáutica S.A. (“Yaborã”) (the successor of Embraer S.A.) and Republic Airways Inc., formerly known as Republic Airline Inc. (“Buyer”), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0448-18 dated December 15th, 2018 as amended from time to time (the “Purchase Agreement”).

AMENDMENT NUMBER TWENTY-TWO TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number Twenty-Two (this “Amendment”), dated as of March 31, 2022, to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Republic Airways Inc. (as successor by merger to Shuttle America Corporation and f/k/a Republic Airline Inc.) (“Operator”), 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268 and Republic Airways Holdings Inc. (“Republic”), 8909 Purdue Road, Suite 300, Indianapolis, Indiana 46268.

AMENDMENT NUMBER FOURTEEN TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number Fourteen (this “Amendment”), dated as of July 30, 2019, to the Delta Connection Agreement dated and effective January 13, 2005 (as amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Republic Airways Inc. (as successor by merger to Shuttle America Corporation and f/k/a Republic Airline Inc.) (“Operator”), 8909 Purdue Road, Indianapolis, Indiana 46268 and Republic Airways Holdings Inc. (“Republic”), 8909 Purdue Road, Indianapolis, Indiana 46268.

AMENDMENT No. 1 TO PURCHASE AGREEMENT COM0448-18
Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No.1 COM0291-19 (the “Amendment No.1”) dated as of May 29, 2019, is between Embraer S.A. (“Embraer”) and Republic Airways Inc., formally known as Republic Airline Inc. (“Buyer), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0448-18 dated December 15th, 2018 as amended from time to time (the “Purchase Agreement”).

FIRST AMENDMENT TO UNITED EXPRESS AGREEMENT
United Express Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This First Amendment to the United Express Agreement (the “Amendment”) is effective as of August 21st, 2007 by and between UNITED AIR LINES, INC., a Delaware corporation, with its operations center located at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 (“United”), and SHUTTLE AMERICA CORP., having its principal mailing address at 8909 Purdue Road, Suite 300, Indianapolis, IN 46268 (“Contractor”).

AMENDMENT NUMBER TWO TO DELTA CONNECTION AGREEMENT
Delta Connection Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment Number Two (this “Second Amendment”), dated the 21st day of August, 2007, to the Delta Connection Agreement dated and effective January 13, 2005 (as previously amended from time to time, the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 (“Delta”), Shuttle America Corp. (as assignee of Republic Airline, Inc.) (“Shuttle America” or “Operator”), 8909 Purdue Road, Indianapolis, Indiana 46268 and Republic Airways Holdings, Inc. (“Republic”), 8909 Purdue Road, Indianapolis, Indiana 46268.

LETTER AGREEMENT COM0449-18
Letter Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No. 1 to the Letter Agreement COM0449-18, dated as of December 17, 2020 (“Amendment No. 1”) relates to the Letter Agreement COM0449-18 between Yaborã Indústria Aeronáutica S.A. (“Seller”) (the successor of Embraer S.A.) and Republic Airways Inc., formerly known as Republic Airline Inc. (“Buyer”), dated December 15, 2018, (“Letter Agreement”). This Amendment No. 1 is between Seller and Buyer (collectively referred to herein as the “Parties”).

EIGHTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT
United Express Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Eighteenth Amendment to the United Express Agreement (this “Amendment”) is dated as of September 29, 2021 (the “Eighteenth Amendment Effective Date”), by and among UNITED AIRLINES, INC., a Delaware corporation, with its corporate offices located at 233 S. Wacker Drive, Chicago, IL 60606 (“United”), REPUBLIC AIRWAYS INC. (f/k/a REPUBLIC AIRLINE INC.), an Indiana corporation, with its corporate offices at 8909 Purdue Road, Suite 300, Indianapolis, IN 46268 (“Republic Airways”), and SHUTTLE AMERICA CORPORATION, formerly an Indiana corporation which merged into Republic Airways Inc. effective January 31, 2017 (“Contractor” and, together with United and Republic Airways, the “parties”).

AMENDMENT No. 13 TO PURCHASE AGREEMENT COM0448-18
Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No.13 (the “Amendment No.13”) dated as of April 30th, 2025 is between EMBRAER S.A., a corporation existing under the laws of Brazil, which address and principal place of business is at Avenida Brigadeiro Faria Lima, 2170, building F-100, Putim, in the city of São José dos Campos, State of São Paulo, Brazil (“Seller”); and Republic Airways Inc., formerly known as Republic Airline Inc. (“Buyer”), collectively referred to herein as the “Parties”, and constitutes an amendment and modification to Purchase Agreement COM0448-18 dated December 15th, 2018, as amended from time to time (the “Purchase Agreement”).

AMENDMENT NO. 9 TO CAPACITY PURCHASE AGREEMENT
Capacity Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No. 9 to Capacity Purchase Agreement (this “Amendment”) is dated as of December 16, 2019 (the “Amendment No. 9 Effective Date”), between American Airlines, Inc., a Delaware corporation (together with its successors and permitted assigns, “American”), and Republic Airways Inc. (together with its permitted successors and assigns, “Contractor”).

SEVENTEENTH AMENDMENT TO UNITED EXPRESS AGREEMENT
United Express Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Seventeenth Amendment to the United Express Agreement (the “Amendment”) is dated as of December 30th, 2020 (the “Amendment Effective Date”), by and among UNITED AIRLINES, INC., a Delaware corporation, with its corporate offices located at 233 S. Wacker Drive, Chicago, IL 60606 (“United”), REPUBLIC AIRWAYS INC. (f/k/a REPUBLIC AIRLINE INC.), an Indiana corporation, with its corporate offices at 8909 Purdue Road, Suite 300, Indianapolis, IN 46268 (“Republic Airways”), and SHUTTLE AMERICA CORPORATION, formerly an Indiana corporation which merged into Republic Airways Inc. effective January 31, 2017 (“Contractor” and, together with United and Republic Airways, the “parties”).

TWELFTH AMENDMENT TO UNITED EXPRESS AGREEMENT
United Express Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Twelfth Amendment to the United Express Agreement (the “Amendment”) is dated as of May 1, 2015 by and between UNITED AIRLINES, INC., a Delaware corporation, with its corporate offices located at 233 S. Wacker Drive, Chicago, Illinois 60606 (“United”), and SHUTTLE AMERICA CORPORATION, an Indiana corporation, with its corporate offices at 8909 Purdue Road, Suite 300, Indianapolis, IN 46268 (“Contractor”).

Contract
Capacity Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) IS OF THE TYPE THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.

AMENDMENT NO. 18 TO CAPACITY PURCHASE AGREEMENT
Capacity Purchase Agreement • August 14th, 2025 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No. 18 to Capacity Purchase Agreement (this “Amendment”) is dated as of December 22, 2023 (the “Amendment No. 18 Effective Date”), between American Airlines, Inc., a Delaware corporation (together with its successors and permitted assigns, “American”), and Republic Airways Inc. (together with its permitted successors and assigns, “Contractor”).