0001564590-22-039954 Sample Contracts

AIRCRAFT PURCHASE AGREEMENT
Aircraft Purchase Agreement • December 29th, 2022 • Mesa Air Group Inc • Air transportation, scheduled • New York

AIRCRAFT PURCHASE AGREEMENT, dated as of September 27, 2022 (this “Agreement”), among Mesa Airlines, Inc., a Nevada corporation having its principal office at 410 North 44th Street, Suite 700, Phoenix, Arizona 85008 (“Seller”), United Airlines, Inc., a Delaware corporation having its principal office at 233 South Wacker Drive, Chicago, Illinois 60606 (“Purchaser”), and, for certain provisions set forth in this Agreement, Mesa Air Group, Inc., a Nevada corporation having its principal office at 410 North 44th Street, Suite 700, Phoenix, Arizona 85008 (“Mesa Air Group” and together with Seller, “Mesa Parties,” and each individually, “Mesa Party”). Purchaser, Mesa Air Group and Seller may be referred to herein individually as a “Party” and, collectively, as the “Parties.”

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Capacity Purchase Agreement • December 29th, 2022 • Mesa Air Group Inc • Air transportation, scheduled

As you are aware, Mesa Airlines, Inc. ("Contractor"), Mesa Air Group, Inc. ("Parent') and United Airlines, Inc. ("Unjted" and, together with Contractor and Parent, the "Parties"), are each a party to that certain Second Amended and Restated Capacity Purchase Agreement dated as of November 4, 2020 (as amended by the First Amendment, Second Amendment, and Third Amendment thereto, the "CPA"). Capitalized terms not defined herein shall be defined as provided in the CPA. All terms and conditions set forth in this Amendment are effective as of the earlier to occur of (i) 12:01 a.m. Chicago, Illinois time on August 31, 2022, and (ii) the date (if any) on which Parent and United enter into an "Aircraft Purchase Agreement" as such term is used in that certain letter agreement by and between Parent and United dated of even date herewith for the "Sale of Portfolio of 18 Aircraft", an executed copy of which is attached to this Amendment as Exhibit A.

AMENDMENT NO. 10 AND LIMITED WAIVER TO CAPACITY PURCHASE AGREEMENT
Capacity Purchase Agreement • December 29th, 2022 • Mesa Air Group Inc • Air transportation, scheduled

This Amendment No. 10 and Limited Waiver to Capacity Purchase Agreement (this "Amendment') is dated as of July 28, 2022 (the "Amendment No. 10 Effective Date"), between American Airlines, Inc., a Delaware corporation (together with its successors and permitted assigns, "American"), and Mesa Airlines, Inc., a Nevada corporation (together with its permitted successors and assigns, "Contractor").

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