Common use of Election of Director Clause in Contracts

Election of Director. (I) At or prior to the effective time of the Merger (as such term is defined in Investor's Investment Agreement), the Board of Directors of the Company (as such term is defined in Investor's Investment Agreement) shall take such actions as are necessary to cause the persons indicated on Exhibit B to be elected to the Board of Directors of the Company, for an initial three-year term, at the effective time of the Merger; provided, however, that the directors nominated by each of PAR Investment Partners, L.P., ACE Aviation Holdings Inc. and Eastshore Aviation, LLC shall be appointed to the Board of Directors of the Company on the date which is two business days after the effective time of the Merger. (II) For so long as Investor, together with its Affiliates and any of their respective shareholders, partners or members, collectively, holds not less than 35% of the number of shares of Common Stock (after accounting for any reverse stock split, pro rata repurchases or similar actions by the Company) acquired by Investor pursuant to Investor's Investment Agreement (the "DESIGNATING INVESTOR THRESHOLD"), the Company agrees to nominate, at the expiration of the term of the Investor's designee, a director nominee designated by the Investor for a successive three year term and, in the event the Investor's designee resigns, dies or become incapacitated, the Company shall cause the vacancy so created to be filled by a designee of the Investor to serve the unexpired term of the director being replaced, provided that, in either such case, the director designated or nominated by the Investor meets the basic qualifications for directors, if any, contained in the Company's bylaws applicable to all directors of the Company. If the Investor, together with its Affiliates and any of their respective shareholders, partners or members, collectively, falls below the Designating Investor Threshold, its designee shall serve out his or her term, but Investor shall no longer have a right to designate a director to the Company's Board of Directors.

Election of Director. (I) At or prior to the effective time of the Merger (as such term is defined in Investor's Investment Agreement), the Board of Directors of the Company (as such term is defined in Investor's Investment Agreement) shall take such actions as are necessary to cause the persons indicated on Exhibit B (each an "INVESTOR DIRECTOR") to be elected to the Board of Directors of the Company, for an initial three-year term, at the effective time of the Merger; provided, however, that the directors nominated by each of PAR Investment Partners, L.P., ACE Aviation Holdings Inc. ("ACE") and Eastshore Aviation, LLC shall be appointed to the Board of Directors of the Company on the date which is two business days after the effective time of the Merger. (II) For In the event that ACE is entitled to designate an Investor Director pursuant to terms of its Investment Agreement, for so long as InvestorACE, together with its Affiliates and any of their respective shareholders, partners or members, collectivelyAffiliates, holds not less than 3566.67% of the number of shares of Common Stock (after accounting for any reverse stock split, pro rata repurchases or similar actions by the Company) acquired by Investor it pursuant to Investor's its Investment Agreement (the "DESIGNATING INVESTOR ACE DIRECTOR THRESHOLD"), the Company agrees to nominate, at the expiration of the term of the InvestorACE's designeeInvestor Director, a director nominee designated by the Investor ACE for a successive three year term and, in the event the InvestorACE's designee Investor Director resigns, dies or become incapacitated, the Company shall cause the vacancy so created to be filled by a designee of the Investor ACE to serve the unexpired term of the director being replaced, provided that, in either such case, the director designated or nominated by the Investor ACE meets the basic qualifications for directors, if any, contained in the Company's bylaws applicable to all directors of the Company. If the InvestorACE, together with its Affiliates and any of their respective shareholders, partners or members, collectivelyAffiliates, falls below the Designating Investor ACE Director Threshold, it shall cause its designee shall serve out his or her term, but Investor shall no longer have a right Director (as indicated on Exhibit B) to designate a director to resign from the Board of Directors of the Company's Board of Directors.

Election of Director. (Ii) At or prior to the effective time of the Merger (as such term is defined in Investor's ’s Investment Agreement), the Board of Directors of the Company (as such term is defined in Investor's ’s Investment Agreement) shall take such actions as are necessary to cause the persons indicated on Exhibit B to be elected to the Board of Directors of the Company, for an initial three-year term, at the effective time of the Merger; provided, however, that the directors nominated by each of PAR Investment Partners, L.P., ACE Aviation Holdings Inc. and Eastshore Aviation, LLC shall be appointed to the Board of Directors of the Company on the date which is two business days after the effective time of the Merger. (IIii) For so long as Investor, together with its Affiliates and any of their respective shareholders, partners or members, collectively, holds not less than 35% of the number of shares of Common Stock (after accounting for any reverse stock split, pro rata repurchases or similar actions by the Company) acquired by Investor pursuant to Investor's ’s Investment Agreement (the "DESIGNATING INVESTOR THRESHOLD"“Designating Investor Threshold”), the Company agrees to nominate, at the expiration of the term of the Investor's ’s designee, a director nominee designated by the Investor for a successive three year term and, in the event the Investor's ’s designee resigns, dies or become incapacitated, the Company shall cause the vacancy so created to be filled by a designee of the Investor to serve the unexpired term of the director being replaced, provided that, in either such case, the director designated or nominated by the Investor meets the basic qualifications for directors, if any, contained in the Company's ’s bylaws applicable to all directors of the Company. If the Investor, together with its Affiliates and any of their respective shareholders, partners or members, collectively, falls below the Designating Investor Threshold, its designee shall serve out his or her term, but Investor shall no longer have a right to designate a director to the Company's ’s Board of Directors.