0001136261-09-000100 Sample Contracts

EXCHANGE AGREEMENT
Exchange Agreement • February 20th, 2009 • Mesa Air Group Inc • Air transportation, scheduled

This Exchange Agreement (this "Agreement") is made and entered into as of this ___th day of __________, 2009, by and between _______________________ (the "Holder"), and Mesa Air Group, Inc., a Nevada corporation (the "Company").

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REGISTRATION RIGHTS AGREEMENT Dated as of February 10, 2009 by and among MESA AIR GROUP, INC. and THE PURCHASERS NAMED HEREIN
Registration Rights Agreement • February 20th, 2009 • Mesa Air Group Inc • Air transportation, scheduled • New York

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of February __, 2009 between Mesa Air Group, Inc., a Nevada corporation (the "Company"), and the parties named on the signature pages hereto (the "Purchasers").

MESA AIR GROUP, INC. AND THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO AND U.S. BANK NATIONAL ASSOCIATION TRUSTEE 8% Senior Notes due 2012 INDENTURE Dated as of February 10, 2009
Indenture • February 20th, 2009 • Mesa Air Group Inc • Air transportation, scheduled • New York

INDENTURE dated as of February 10, 2009 among MESA AIR GROUP, INC., a Nevada corporation ("Company"), the guarantors executing a signature page hereto (each a "Guarantor" and collectively, the "Guarantors") and U.S. BANK NATIONAL ASSOCIATION, a national banking association (the "Trustee").

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