0001000578-01-500012 Sample Contracts

WAIVER OF ANTI-DILUTION RIGHTS
Waiver of Anti-Dilution Rights • July 25th, 2001 • Vanguard Airlines Inc \De\ • Air transportation, scheduled

Whereas Vanguard Airlines, Inc. ("Vanguard"), J. F. Shea Co., Inc., as nominee 1998-19 ("SheaCo") and The Hambrecht 1980 Revocable Trust ("HRT") executed a Unit Purchase Agreement as of September 8, 2000 (the "Unit Purchase Agreement"), and now desire to waive a certain provision of the Unit Purchase Agreement pursuant to a Purchase Agreement by and among Vanguard, SheaCo, HRT and Vanguard Acquisition Company dated June 8, 2001 (the "Purchase Agreement");

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