0001144331-02-000004 Sample Contracts

EXPRESSJET HOLDINGS, INC., MELLON INVESTOR SERVICES LLC, as Rights Agent, and CONTINENTAL AIRLINES, INC. AMENDED & RESTATED RIGHTS AGREEMENT Dated as of April 1, 2002
Rights Agreement • May 14th, 2002 • Expressjet Holdings Inc • Air transportation, scheduled • New York
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EXPRESSJET HOLDINGS, INC.
Employment Agreement • May 14th, 2002 • Expressjet Holdings Inc • Air transportation, scheduled

You currently have Flight Privileges pursuant to your employment agreement with ExpressJet Holdings, Inc. (the "Company"), to which Continental Airlines, Inc. ("Continental") is a party for certain purposes. Capitalized terms used in this letter agreement are used with the same meanings ascribed to them in your employment agreement.

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TAX AGREEMENT BY AND BETWEEN CONTINENTAL AIRLINES, INC., EXPRESSJET HOLDINGS, INC. AND EXPRESSJET AIRLINES, INC. TAX AGREEMENT
Tax Agreement • May 14th, 2002 • Expressjet Holdings Inc • Air transportation, scheduled • Texas

TAX AGREEMENT (this "Agreement"), dated as of April 17, 2002, by and between Continental Airlines, Inc., a Delaware corporation ("Continental"), ExpressJet Holdings, Inc., a Delaware corporation ("Holdings"), and ExpressJet Airlines, Inc. ("ExpressJet Airlines"), a Delaware corporation (formerly known as New ExpressJet Airlines, Inc.).

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INITIAL PUBLIC OFFERING AGREEMENT BY AND BETWEEN CONTINENTAL AIRLINES, INC. AND EXPRESSJET HOLDINGS, INC. Dated as of April 17, 2002
Initial Public Offering Agreement • May 14th, 2002 • Expressjet Holdings Inc • Air transportation, scheduled • Texas

This INITIAL PUBLIC OFFERING AGREEMENT (this "Agreement") is made and entered into as of April 17, 2002, by and between Continental Airlines, Inc., a Delaware corporation ("Continental"), and ExpressJet Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Continental ("Holdings"). Certain capitalized terms used herein are defined in Section 1 of this Agreement.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 14th, 2002 • Expressjet Holdings Inc • Air transportation, scheduled • Texas

This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), is made and entered into as of April 17, 2002, between Continental Airlines, Inc., a Delaware corporation ("Continental"), and ExpressJet Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Continental ("Holdings").

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EMPLOYEE BENEFITS SEPARATION AGREEMENT by and among CONTINENTAL AIRLINES, INC., EXPRESSJET HOLDINGS, INC., XJT HOLDINGS, INC. and EXPRESSJET AIRLINES, INC. Dated as of April 17, 2002 EMPLOYEE BENEFITS SEPARATION AGREEMENT RECITALS
Employee Benefits Separation Agreement • May 14th, 2002 • Expressjet Holdings Inc • Air transportation, scheduled • Texas

This EMPLOYEE BENEFITS SEPARATION AGREEMENT (this "Employee Benefits Separation Agreement"), dated as of April 17, 2002, is by and among Continental Airlines, Inc., a Delaware corporation ("Continental"), ExpressJet Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Continental ("ExpressJet Holdings"), XJT Holdings, Inc. (formerly ExpressJet Airlines, Inc.), a Delaware corporation and a wholly owned subsidiary of ExpressJet Holdings ("XJT Holdings"), and ExpressJet Airlines, Inc. (formerly New ExpressJet Airlines, Inc.), a Delaware corporation and a wholly owned subsidiary of XJT Holdings ("ExpressJet Airlines").

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