0001047469-10-008457 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 6th, 2010 • Global Aviation Holdings Inc. • Air transportation, nonscheduled • Delaware

This INDEMNIFICATION AGREEMENT, dated as of , 2010, by and between Global Aviation Holdings, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

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FIRST AMENDMENT To That AMENDED AND RESTATED EMPLOYMENT AGREEMENT Of CHARLES P. McDONALD
Employment Agreement • October 6th, 2010 • Global Aviation Holdings Inc. • Air transportation, nonscheduled

This First Amendment (the “First Amendment”) to that certain Amended and Restated Employment Agreement effective as of January 1, 2009 by and between Global Aviation Holdings Inc. (formerly Global Aero Logistics Inc.), a Delaware corporation (the “Company”), and Charles P. McDonald (the “Executive”), is made and entered into as of this 16th day of September 2010 (Global and Executive hereinafter collectively the “Parties”).

STOCKHOLDERS AGREEMENT
Stockholders Agreement • October 6th, 2010 • Global Aviation Holdings Inc. • Air transportation, nonscheduled • Delaware

This Stockholders Agreement is made and entered into as of the [·] day of [·], 2010 (this “Agreement”), by and between Global Aviation Holdings, Inc., a Delaware corporation (including successors, the “Company”), and MatlinPatterson ATA Holdings LLC, a Delaware limited liability company (including successors, the “Investor”).

SECOND AMENDMENT To That AMENDED AND RESTATED EMPLOYMENT AGREEMENT Of WILLIAM A. GARRETT
Employment Agreement • October 6th, 2010 • Global Aviation Holdings Inc. • Air transportation, nonscheduled

This Second Amendment (the “Second Amendment”) to that certain Amended and Restated Employment Agreement effective as of January 1, 2009 by and between Global Aviation Holdings Inc. (formerly Global Aero Logistics Inc.), a Delaware corporation (the “Company”), and William A. Garrett (the “Executive”), is made and entered into as of this 16th day of September 2010 (Global and Executive hereinafter collectively the “Parties”).

FIRST AMENDMENT To That AMENDED AND RESTATED EMPLOYMENT AGREEMENT Of ROBERT R. BINNS
Employment Agreement • October 6th, 2010 • Global Aviation Holdings Inc. • Air transportation, nonscheduled

This First Amendment (the “First Amendment”) to that certain Amended and Restated Employment Agreement effective as of January 1, 2009 by and between Global Aviation Holdings Inc. (formerly Global Aero Logistics Inc.), a Delaware corporation (the “Company”), and Robert R. Binns (the “Executive”), is made and entered into as of this 16th day of September 2010 (Global and Executive hereinafter collectively the “Parties”).

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