EXHIBIT 10.51
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE THEREOF
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION THEREFROM UNDER THE
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
FORM OF WARRANT
TO PURCHASE SHARES OF COMMON STOCK
OF
REPUBLIC AIRWAYS HOLDINGS, INC.
Date: ____________, 20___
THIS IS TO CERTIFY THAT, for value received, DELTA AIR LINES, INC., a
Delaware corporation ("DELTA"), is entitled, subject to the terms herein, to
purchase from REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the
"COMPANY"), sixty thousand (60,000), subject to adjustment pursuant to Section 5
hereof, fully paid and nonassessable shares of the Company's common stock, $.001
par value (the "COMMON STOCK"), at the Exercise Price (as defined below), all on
the terms and conditions and pursuant to the provisions hereinafter set forth.
The term "WARRANT SHARES," as used herein, refers to the shares of Common Stock
purchasable hereunder. As used herein, the term "HOLDER" shall initially mean
Delta, and shall subsequently mean each person or entity to whom this Warrant is
duly assigned.
1. EXERCISE OF WARRANT. Subject to adjustment pursuant to Section 5
hereof, this Warrant is exercisable, in whole or part, at any time or from time
to time after the date hereof until 5:30 p.m., New York time, on
________________, 20___ [ten years from the date of issuance] (the "EXERCISE
PERIOD").
2. EXERCISE PRICE. The per share price at which the Warrant Shares may
be purchased shall be equal to $_______ (the "EXERCISE PRICE"), which Exercise
Price is the lesser of (i) the closing price of the Common Stock on the day
before the day on which it is publicly announced that an additional aircraft has
been placed in service (the "ANNOUNCEMENT DAY") and (ii) the average closing
price of the Common Stock over the 30-day period ending on the day prior to the
Announcement Day.
3. MANNER OF EXERCISE; PAYMENT FOR SHARES; ISSUANCE OF CERTIFICATES.
(a) MANNER OF EXERCISE. Subject to the provisions of this Warrant,
the Warrant Shares may be purchased by the Holder, in whole or in part, by the
surrender of this Warrant together with a completed election to purchase
agreement in the form attached to this Warrant (the "ELECTION AGREEMENT"), to
the Company during normal business hours on any
business day, during the Exercise Period, at the Company's principal executive
offices (or such other office or agency of the Company as it may reasonably
designate by notice to the Holder), and upon payment to the Company of an amount
of consideration equal to the aggregate Exercise Price of the purchased Warrant
Shares ("TOTAL PURCHASE PRICE").
(b) PAYMENT FOR SHARES. The Total Purchase Price may be paid (i) in
cash, by certified or official bank check or by wire transfer for the account of
the Company, (ii) notwithstanding (i), if the Fair Market Value (as defined
below) of the Company's Common Stock is greater than the Exercise Price, in lieu
of exercising this Warrant by payment of cash, the Holder may elect to receive
shares of Common Stock computed as of the date of such calculation using the
following formula:
X= Y(A-B)
------
A
Where X = the number of shares of Common Stock to be issued to the
Holder
Y = the number of shares of Common Stock purchasable under the
Warrant or, if only a portion of the Warrant is being exercised,
the portion of the Warrant being exercised and canceled
A = the Fair Market Value of one share of the Company's Common
Stock
B = the Exercise Price (subject to adjustment as provided in
Section 5)
or (iii) in any combination of the foregoing.
(c) DEFINITIONS.
(i) "FAIR MARKET VALUE" shall mean, as of any date of
determination, with respect to any Common Stock, (x) if there
is a Qualified Public Market (as defined below) for such
Common Stock, the value per share determined pursuant to
clause (i) or (ii) below of this definition or (y) if there is
no such Qualified Public Market, the value determined pursuant
to clause (iii) below of this definition:
(i) if such Common Stock is listed on a national
securities exchange or admitted to unlisted trading
privileges on such an exchange, the average last
reported sale price (as reported in THE WALL STREET
JOURNAL) of a share of such Common Stock over the 5
trading day period immediately prior to the date of
determination or if no such sale is made on any such
day, the mean of the closing bid and asked prices for
such Common Stock on such day on such exchange; or
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(ii) if such Common Stock is not so listed or admitted
to unlisted trading privileges, the average mean of
the last bid and asked prices reported for a share of
such Common Stock over the 5 trading day period
immediately prior to the date of determination (A) by
the National Association of Securities Dealers
Automatic Quotation System or (B) if reports are
unavailable under clause (A) above by the National
Quotation Bureau Incorporated; or
(iii) if such Common Stock is not so listed or admitted
to unlisted trading privileges and bid and asked
prices are not so reported, then the Company shall
give prompt written notice to the Holder of the need
to determine the Fair Market Value of such Common
Stock, as well as a statement of the fair market
value of such Common Stock determined by the Board of
Directors of the Company. In such event, the Fair
Market Value of such Common Stock shall be the fair
market value per share agreed to by the Board of
Directors of the Company and the Holder; PROVIDED,
HOWEVER, if no such agreement is reached within
thirty (30) days of the date on which the event for
which the Fair Market Value is required to be
determined occurs, then the Fair Market Value shall
be determined as follows: the Company and the Holder
shall each designate promptly in a written notice to
the other its determination of the fair market value
of such Common Stock as of the applicable reference
date, and the Fair Market Value of such Common Stock
as of the applicable reference date shall then be
determined by a nationally recognized independent
appraiser (the "INDEPENDENT FINANCIAL EXPERT")
selected by the Holder from a group of three
appraisers chosen by the Company (with whom the
Company does not have an existing business
relationship) and the Holder assuming an arm's-length
private sale between a willing buyer and a willing
seller, neither acting under compulsion. The
determination by the Independent Financial Expert of
the Fair Market Value shall be final and binding on
the Company and the Holder. The costs and expenses of
any such Independent Financial Expert making such
valuation shall be paid by the Company, except that
such expenses shall be borne solely by the Holder to
the extent that the Independent Financial Expert
concludes that the valuation of such Common Stock
made by the Board of Directors of the Company is
within five percent (5%) of the Fair Market Value.
(ii) "QUALIFIED PUBLIC MARKET" shall mean with respect to the
Common Stock of the Company, an active trading market on a national
securities exchange or over-the-counter market which consists of
such publicly held Common Stock in the Company, with a minimum
market value of $10,000,000 for such Common Stock. A "Qualified
Public Market" shall be deemed to exist if
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the financial parameters set forth in the immediately preceding
sentence have been met for the Common Stock for a period of 5
consecutive days.
(d) ISSUANCE OF CERTIFICATES. The Warrant Shares so purchased shall
be deemed to be issued to the Holder (or its designee), as the record owner of
such shares, as of the close of business on the date on which this Warrant shall
have been surrendered, the completed Election Agreement shall have been
delivered, and payment of the Total Purchase Price shall have been made as set
forth above. Certificates for the Warrant Shares so purchased, with the legend
specified in SUBSECTION 10(f) hereof, shall be delivered to the Holder within a
reasonable time, not to exceed three (3) business days after this Warrant shall
have been so exercised. The certificates so delivered shall be in such
denominations as may be requested by the Holder and shall be registered in the
name of the Holder (or its designee). If this Warrant should be exercised in
part only, the Company shall, upon surrender of this Warrant, execute and
deliver a new Warrant to the Holder evidencing the rights of the Holder thereof
to purchase the balance of the Warrant Shares issuable hereunder.
4. CERTAIN AGREEMENTS OF THE COMPANY. The Company hereby covenants
and agrees as follows:
(a) SHARES TO BE FULLY PAID. All Warrant Shares will, upon
issuance in accordance with the terms of this Warrant, be validly issued, fully
paid and nonassessable and free and clear from all taxes, liens, charges and
preemptive rights .
(b) RESERVATION OF SHARES. During the Exercise Period, the
Company shall at all times have authorized, and reserved for the purpose of
issuance upon exercise of this Warrant, a sufficient number of shares of Common
Stock to provide for the full exercise of this Warrant.
(c) SUCCESSORS AND ASSIGNS. This Warrant will be binding upon any
entity succeeding to the Company by merger, consolidation or acquisition of all
or substantially all of the Company's assets.
(d) NO IMPAIRMENT. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid, or seek to avoid the observance or performance of any
of the terms to be observed or performed hereunder by the Company, but will at
all times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may be necessary or appropriate
in order to protect the exercise rights of the Holder against impairment.
5. ADJUSTMENT TO THE NUMBER OF WARRANT SHARES. During the Exercise
Period, the number of Warrant Shares and the Exercise Price shall be subject to
adjustment from time to time as provided in this SECTION 5.
(a) SUBDIVISION OR COMBINATION OF COMMON STOCK. During the Exercise
Period, if the Company subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) any shares of
Common Stock into a greater number
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of shares or other class of shares or securities or combines (by any reverse
stock split, recapitalization, reorganization, reclassification or otherwise)
any shares of Common Stock into a smaller number of shares or other class of
shares or securities, then, after the date of record for effecting such
subdivision or combination, this Warrant shall thereafter represent the right to
acquire such number and kind of securities as would have been issuable as a
result of such subdivision or combination with respect to the shares of Common
Stock which were subject to the purchase rights under this Warrant immediately
prior to such subdivision or combination for the same aggregate exercise price
of an amount equal to the original Exercise Price multiplied by 60,000.
(b) CONSOLIDATION, MERGER OR SALE. During the Exercise Period,
in case of any consolidation of the Company with, or merger of the Company into
any other corporation, or in case of any sale or conveyance of all or
substantially all of the assets of the Company other than in connection with a
plan of complete liquidation of the Company, then as a condition of such
consolidation, merger or sale or conveyance, adequate provision will be made
whereby the Holder of this Warrant will have the right to acquire and receive
upon exercise of this Warrant in lieu of the shares of Common Stock immediately
theretofore acquirable upon the exercise of this Warrant, such shares of stock,
securities or assets as may be issued or payable with respect to or in exchange
for the number of shares of Common Stock immediately theretofore acquirable and
receivable upon exercise of this Warrant had such consolidation, merger or sale
or conveyance taken place. In any such case, the Company will make appropriate
provision to insure that the provisions of this SECTION 5 will thereafter be
applicable as nearly as may be in relation to any shares of stock or securities
thereafter deliverable upon the exercise of this Warrant.
(c) NOTICE OF ADJUSTMENT. Upon the occurrence of any event that
requires any adjustment of the number of Warrant Shares and Exercise Price,
then, and in each such case, the Company shall issue a certificate signed by its
Chief Executive Officer or Chief Financial Officer to the Holder, which
certificate shall state the increase or decrease in the number of Warrant Shares
purchasable and Exercise Price, setting forth in reasonable detail the event
requiring the adjustment, the method of calculation for the adjustment and the
facts upon which such calculation is based. The Company shall give notice to the
Holder at least ten (10) days prior to the date on which the Company closes its
books or takes a record for determining rights to receive any dividends or
distributions. The Company shall also give notice to the Holder at least thirty
(30) days prior to the date on which a merger, consolidation, sale or conveyance
of all or substantially all of the assets of the Company, or similar event,
shall take place.
6. NO FRACTIONAL SHARES. No fractional shares of Common Stock are to
be issued upon the exercise of this Warrant. In lieu of delivering any
fractional shares to which the Holder would otherwise be entitled, the number
of shares of Common Stock shall be rounded to the nearest whole number.
7. ISSUE TAX. The issuance of certificates for Warrant Shares upon
the exercise of this Warrant shall be made without charge to the Holder of
such shares for any issuance tax or other costs in respect thereof, all of
which taxes and costs shall be paid by the Company.
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8. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. This Warrant shall not
entitle the Holder to any voting rights or other rights as a stockholder of the
Company. No provision of this Warrant, in the absence of affirmative action by
the Holder to purchase Warrant Shares, and no mere enumeration herein of the
rights or privileges of the Holder, shall give rise to any liability of such
Holder for the Exercise Price or as a stockholder of the Company, whether such
liability is asserted by the Company or by creditors of the Company.
9. INVESTMENT REPRESENTATIONS. Delta, as the initial Holder of this
Warrant, represents to the Company that (a) Delta is acquiring this Warrant for
its own account, for investment purposes and not with a view to the distribution
thereof, and (b) Delta is an "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) promulgated under the Securities Act).
10. TRANSFER AND REPLACEMENT OF WARRANT.
(a) RESTRICTION ON TRANSFER. This Warrant and the rights granted to
the Holder may be sold, transferred, assigned, pledged or otherwise disposed of
(each, a "Transfer"), in whole or in part, upon surrender of this Warrant,
together with a properly executed assignment in the form attached hereto, at the
office of the Company referred to in SECTION 11 below; PROVIDED, that any
Transfer shall be subject to the conditions set forth in SUBSECTION 10(e). Until
due presentment for registration of transfer on the books of the Company, the
Company may treat the registered Holder as the owner and Holder of this Warrant
for all purposes, and the Company shall not be affected by any notice to the
contrary.
(b) REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant and, in the case of any such loss, theft, or destruction, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
(c) CANCELLATION; PAYMENT OF EXPENSES. Upon the surrender of this
Warrant in connection with any Transfer or replacement as provided in this
SECTION 10, this Warrant shall be promptly canceled by the Company. The Company
shall pay all taxes and all other expenses (other than legal expenses, if any,
incurred by the Holder) in connection with the preparation, execution, and
delivery of Warrants pursuant to this SECTION 10.
(d) REGISTER. The Company shall maintain, at its principal
executive offices (or such other office of the Company as it may designate by
notice to the Holder), a register for this Warrant, in which the Company shall
record the name and address of the person or business entity in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.
(e) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time of
the surrender of this Warrant in connection with any exercise, Transfer, or
exchange of this Warrant, this Warrant (or in the case of any exercise, the
Warrant Shares issuable hereunder) shall not be
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registered under the Securities Act, and under applicable state securities or
blue sky laws, the Company may require, as a condition of allowing such
exercise, Transfer, or exchange (i) that the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion of
counsel, which opinion and counsel shall be reasonably acceptable to the
Company, to the effect that such exercise, Transfer or exchange may be made
without registration under the Securities Act and under applicable state
securities or blue sky laws, and (ii) that the Holder or transferee, as
applicable, execute and deliver to the Company an investment intent
representation letter in form and substance reasonably acceptable to the
Company. Notwithstanding anything in this SUBSECTION 10(e) to the contrary, the
Holder may transfer this Warrant to any affiliate of the Holder without
compliance with CLAUSE (i) of this SUBSECTION 10(e).
(f) LEGENDS.
(i) This Warrant (and each new or replacement Warrant issued
in accordance with the terms hereof), unless and until such
time as the same is no longer required under the applicable
requirements of the Securities Act, or any applicable state
securities laws, shall bear the following legend:
"NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY
APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN
EXEMPTION THEREFROM UNDER THE PROVISIONS OF THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS."
(ii) Each certificate or instrument (if any) representing any
Warrant Shares issued upon the exercise of this Warrant (and
each certificate or instrument representing any Warrant Shares
issued to transferees of this Warrant or such certificate or
instrument), unless and until such time as the same is no
longer required under the applicable requirements of the
Securities Act, or any applicable state securities laws, shall
bear substantially the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY APPLICABLE STATE SECURITIES
LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE
SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF
IN THE ABSENCE OF SUCH REGISTRATION OR AN
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EXEMPTION THEREFROM UNDER THE PROVISIONS OF THE SECURITIES ACT
AND ANY APPLICABLE STATE SECURITIES LAWS."
11. NOTICES. All notices, requests and other communications required or
permitted to be given or delivered hereunder to the Holder of this Warrant shall
be in writing, and shall be personally delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to such Holder at the address shown for such Holder on the books of
the Company, or at such other address as shall have been furnished to the
Company by notice from such Holder. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed to the office of the Company at 0000 Xxxxx Xxxx Xxxxxx
Xxxx, Xxxxxxxxxxxx, XX 00000, Attention: President, or at such other address as
shall have been furnished to the Holder of this Warrant by notice from the
Company. Any such notice, request or other communication may be sent by
facsimile, but shall in such case be subsequently confirmed by a writing
personally delivered or sent by certified or registered mail or by recognized
overnight mail courier as provided above. All notices, requests and other
communications shall be deemed to have been given either at the time of the
receipt thereof by the person entitled to receive such notice at the address of
such person for purposes of this SECTION 11 or, if mailed by registered or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier, if postage is prepaid
and the mailing is properly addressed, as the case may be.
12. GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
13. MISCELLANEOUS.
(a) AMENDMENTS. This Warrant may only be amended by an instrument
signed by the Company and the Holder.
(b) DESCRIPTIVE HEADINGS. The descriptive headings of the several
paragraphs of this Warrant are inserted for purposes of reference only, and
shall not affect the meaning or construction of any of the provisions of this
Warrant.
(c) SEVERABILITY AND SAVINGS CLAUSE. If any one or more of the
provisions contained in this Warrant is for any reason (i) objected to,
contested or challenged by any court, government authority, agency, department,
commission or instrumentality of the United States or any state or political
subdivision thereof, or any securities industry self-regulatory organization
(collectively, "GOVERNMENTAL AUTHORITY"), or (ii) held to be invalid, illegal or
unenforceable in any respect, the Company and the Holder agree to negotiate in
good faith to modify such objected to, contested,
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challenged, invalid, illegal or unenforceable provision. It is the intention of
the Company and the Holder that there shall be substituted for such objected to,
contested, challenged, invalid, illegal or unenforceable provision a provision
as similar to such provision as may be possible and yet be acceptable to any
objecting Governmental Authority and be valid, legal and enforceable. Further,
should any provisions of this Warrant ever be reformed or rewritten by a
judicial body, those provisions as rewritten will be binding, but only in that
jurisdiction, on the Holder and the Company as if contained in the original
Warrant. The invalidity, illegality or unenforceability of any one or more
provisions of this Warrant will not affect the validity and enforceability of
any other provisions of this Warrant.
(d) COUNTERPARTS. This Warrant may be executed in any number of
counterparts, including by facsimile, and each of such counterparts shall for
all purposes be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.
(e) REDEMPTION. This Warrant is not redeemable by the Company.
(f) SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day
for the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding day not a Saturday,
Sunday or a legal holiday.
IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
duly executed, as of the date first above written.
REPUBLIC AIRWAYS HOLDINGS INC.
By:
----------------------------------------
Name:
Title:
DELTA AIR LINES, INC.
By:
----------------------------------------
Name:
Title
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[FORM OF ASSIGNMENT]
(TO BE EXECUTED BY THE REGISTERED HOLDER IF
SUCH HOLDER DESIRES TO TRANSFER THE WARRANT)
FOR VALUE RECEIVED, _________________________ hereby sells, assigns and
transfers unto
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(Please print name, address and taxpayer identification number or social
security number of transferee.)
the accompanying Warrant, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint:
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attorney, to transfer the accompanying Warrant on the books of the Company, with
full power of substitution. The transferee's tax identification or social
security number is _____.
Dated: ____________________, 20__.
[HOLDER]
By:
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Name:
------------------------------------
Title:
------------------------------------
NOTICE
The signature to the foregoing Assignment must correspond to the name
as written upon the face of the accompanying Warrant or any prior assignment
thereof in every particular, without alteration or enlargement or any change
whatsoever.
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[FORM OF ELECTION TO PURCHASE AGREEMENT]
(TO BE EXECUTED BY THE REGISTERED HOLDER IF
SUCH HOLDER DESIRES TO EXERCISE THE WARRANT)
To: _______________________:
The undersigned hereby irrevocably elects (i) to purchase [INSERT NUMBER OF
SHARES IN WORDS] ([INSERT NUMBER OF SHARES IN NUMBERS]) of the shares of common
stock of Republic Airways Holdings Inc., $.001 par value, ("COMMON STOCK"),
pursuant to the provisions of SECTION 3(b)(i) of the accompanying warrant (the
"WARRANT"), and tenders herewith payment of the aggregate purchase price for
such Warrant Shares in full; (ii) elects to exercise the Warrant for the
purchase of [INSERT NUMBER OF SHARES IN WORDS] ([INSERT NUMBER OF SHARES IN
NUMBERS]) of the shares of Common Stock pursuant to the provisions of SECTION
3(b)(ii) (the "CASHLESS EXERCISE" provision) of the attached Warrant; or (iii)
elects to exercise this Warrant for the purchase of [INSERT NUMBER OF SHARES IN
WORDS] ([INSERT NUMBER OF SHARES IN NUMBERS]) of the shares of Common Stock
pursuant to the provisions of SECTION 3(b)(iii) (the "COMBINATION EXERCISE"
provision) of the attached Warrant. The undersigned requests that certificates
for such shares of Common Stock be issued in the name of:
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(Please print name and address.)
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(Please insert social security or other identifying number.)
The undersigned hereby confirms and acknowledges that it is acquiring the shares
of Common Stock solely for investment for its own account and not with a view to
distribution, and it will not offer, sell or otherwise dispose of any such
shares of Common Stock except in compliance with the Securities Act of 1933, as
amended, or any applicable state securities laws.
If such number of shares of Common Stock shall not be all of the shares of
Common Stock evidenced by the accompanying Warrant, the undersigned requests
that a new Warrant for the balance remaining of such Warrant Shares shall be
issued to, registered in the name of, and delivered to:
--------------------------------------------------------------------------------
(Please print name and address.)
--------------------------------------------------------------------------------
(Please insert social security or other identifying number.)
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Dated: ___________, _____. [HOLDER]
By:
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Name:
------------------------------------
Title:
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NOTICE
The signature to the foregoing Election to Purchase Agreement must
correspond to the name as written upon the face of the accompanying Warrant or
any prior assignment thereof in every particular, without alteration or
enlargement or any change whatsoever.
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