REPUBLIC AIRWAYS HOLDINGS INC. (a Delaware corporation) 5,000,000 Shares of Common Stock PURCHASE AGREEMENTPurchase Agreement • January 20th, 2005 • Republic Airways Holdings Inc • Air transportation, scheduled • New York
Republic Airways Holdings Inc., a Delaware corporation (the “Company”), confirms its agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Raymond James & Associates, Inc. and UBS Securities LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the issue and sale by the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $.001 per share, of the Company (the “Common Stock”) set forth in Schedule A, and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 750,000 additional s
