0001136261-09-000013 Sample Contracts

SETTLEMENT AND RELEASE AGREEMENT
Settlement Agreement • January 13th, 2009 • Mesa Air Group Inc • Air transportation, scheduled • Hawaii

THIS SETTLEMENT AND RELEASE AGREEMENT (the "Agreement") is made and entered into by and between YUCAIPA CORPORATE INITIATIVES FUND I, L.P. and YUCAIPA CORPORATE INITIATIVES FUND I, LLC (collectively "Yucaipa"), on the one hand, and MESA AIR GROUP, INC. ("Mesa"). The Agreement concerns the settlement and compromise of certain claims and disputes that relate to the action entitled Aloha Airlines, Inc., et al. v. Mesa Air Group, Inc., which is pending in the United States District Court for the District of Hawaii (the "Court") as Case No. CV 07-00007 DAE/BMK (the "Action").

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EMPLOYMENT AGREEMENT BY AND BETWEEN JONATHAN G. ORNSTEIN AND MESA AIR GROUP, INC. DATED AS OF JANUARY 1, 2009 EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2009 • Mesa Air Group Inc • Air transportation, scheduled • Arizona

EMPLOYMENT AGREEMENT (this "Agreement") made and entered into this 31st day of December, 2008, effective as of January 1, 2009, by and between Mesa Air Group, Inc., a Nevada corporation (the "Company"), and Jonathan G. Ornstein ("Executive").

FORBEARANCE AGREEMENT Relating To Senior Convertible Notes Due 2023
Forbearance Agreement • January 13th, 2009 • Mesa Air Group Inc • Air transportation, scheduled • New York

Mesa Air Group, Inc. (the "Company") and the undersigned holder (the "Holder") of the Company's Senior Convertible Notes due 2023 in an amount set forth below next to such Holder's name on the signature page hereto, (the "Notes") issued pursuant to the Indenture dated June 16, 2003 among the Company, the Guarantors named on the signature pages thereto and U.S. Bank National Association as Trustee thereunder (the "Indenture") hereby enter into this Forbearance Agreement (the "Agreement"), dated as of the date set forth below on the signature page hereto:

SIXTH AMENDMENT TO UNITED EXPRESS AGREEMENT
United Express Agreement • January 13th, 2009 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment to the United Express Agreement (the "Amendment") is effective as of September 22, 2008 by and between UNITED AIR LINES, INC., a Delaware corporation, with its operations center located at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 ("United"), and MESA AIR GROUP, INC., a Nevada corporation, having its principal mailing address at 410 N 44th St. Suite 700, Phoenix, AZ 85008 ("Mesa" or "Contractor").

EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2009 • Mesa Air Group Inc • Air transportation, scheduled • Nevada

THIS EMPLOYMENT AGREEMENT (this "Agreement") originally made and entered into as of April 30, 2005 by and between MESA AIR GROUP, INC., a Nevada corporation (the "Company"), and Brian S. Gillman (the "Executive"), as amended, is hereby amended and restated effective January 1, 2009.

FIFTH AMENDMENT TO UNITED EXPRESS AGREEMENT
United Express Agreement • January 13th, 2009 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment to the United Express Agreement (the "Amendment") is effective as of February 6, 2008 by and between UNITED AIR LINES, INC., a Delaware corporation, with its operations center located at 1200 East Algonquin Road, Elk Grove Township, Illinois 60007 ("United"), and MESA AIR GROUP, INC., a Nevada corporation, having its principal mailing address at 410 N 44th St. Suite 700, Phoenix, AZ 85008 ("Mesa" or "Contractor").

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