Engine Purchase Agreement by and between Delta Airlines, Inc. and Mesa Airlines, Inc., dated December 1, 2023

ENGINE PURCHASE AGREEMENT

THIS ENGINE PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 1st day of December, 2023, by and between Mesa Airlines, Inc., a Nevada corporation (hereinafter referred to as “Seller”) and DELTA AIR LINES, INC., a Delaware corporation (hereinafter referred to as “Buyer”).

RECITALS

In consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

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“Business Day” means a day other than a Saturday or Sunday on which the banks

in New York, New York, USA are open for the transaction of business of the type required by this Agreement.

“CSN” means, with respect to any Engine, the total number of flight cycles since

new.

“Debt” means, for any Engine: obligations created, issued, or incurred by Seller,

Mesa Air Group, or any of their respective affiliates for borrowed money (whether by loan, the issuance and sale of debt securities, or the sale of property to another person subject to an understanding or agreement, contingent or otherwise, to repurchase such property from such Person) with respect to which a Lien exists as to such Engine.

“Delivery” means the delivery of, acceptance, sale and transfer of title to the Equipment by Seller to Buyer pursuant to the terms and conditions hereunder.

“Delivery Conditions” [***]

“Delivery Date” means the date and time upon which the Equipment is delivered to Buyer hereunder, as evidenced by execution and delivery of the Bill of Sale, which shall be no later than [***] or otherwise as mutually agreed between Buyer and Seller. Engines will be delivered as outlined in Exhibit A.

“Delivery Location” means Seller’s facility at IAH Airport or mutually agreed location.

“Delivery Receipt” means a Delivery Receipt substantially in the form of Exhibit D hereto.

“Dollars” or “$” means the lawful currency of the United States of America. “Event of Loss” means any of the following events with respect to an item of

Equipment: (a) loss of such property or its use due to theft, hijacking or disappearance for a period in excess of [***] consecutive days, or in any event extending beyond the Scheduled Delivery Date, or destruction, damage beyond economic repair or rendition of such property permanently unfit for normal use for any reason whatsoever, (b) any damage to such property which results in an insurance settlement with respect to such property on the basis of a total loss or on the basis of a compromised or constructive total loss, (c) the condemnation, confiscation, appropriation or seizure of, or requisition of title to, such property by a governmental entity or purported governmental entity, (d) the condemnation, confiscation, appropriation or seizure of the use of such property by or on behalf of the authority of any governmental entity or purported governmental entity, that in any such case shall have resulted in the loss of possession thereof for a period in excess of [***] consecutive days or in any event extending beyond the Scheduled Delivery Date or (e) any divestiture of title of such property except as otherwise permitted by the other party.

“FAA Counsel” means Daugherty, Fowler, Peregrin, Haught & Jenson, P.C. “Lien” means any mortgage, charge, security interest, pledge, lien, encumbrance,

assignment, hypothecation, right of set-off, claim or any other agreement or arrangement having the effect of conferring security.

“Parts” means all parts, appliances, avionics, components, instruments, appurtenances, accessories, landing gears and other equipment of whatever nature incorporated or installed or positioned in or on or attached to the Equipment.

“Purchase Price” the purchase price for the Equipment is as set forth in Exhibit A.

“Records” means the manuals, books, logs and technical records related to the maintenance and operation of the Equipment as more particularly set forth in Exhibit C, hereto.

“Scheduled Delivery Date” for an item of Equipment means the month corresponding to such item of Equipment under the heading “Delivery Date” in the table set forth in Exhibit A.

“Technical Acceptance Certificate” means a Technical Acceptance Certificate substantially in the form of Exhibit F.

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or to such other account as to which Seller provides Buyer written notice at least [***] Days prior to the relevant Delivery Date.

to this Agreement (“Taxes”). Seller shall be solely responsible for any taxes imposed upon or measured by its gross receipts (other than taxes in the nature of a sales, use, or value added tax), gross or net income, capital, or net worth.

Inc., as lessee (the “MEFLA”), terminating the MEFLA with respect to such Engine (each, a “Lease Termination”)1; and

inter alia, such Engine to release such Engine as collateral thereunder.

1 At the closing of the twelfth Engine, such termination document shall effectuate a termination of the MEFLA.

2 There are four FAA Engine Mortgages between the Seller and the security trustee as follows: (i) FAA Engine Mortgage, dated as of November 29, 2022, covering the Engines having serial numbers 195888, 195887 and 195886, (ii) FAA Engine Mortgage, dated as of August 26, 2022, covering the Engine having serial number 195882, (iii) FAA Engine Mortgage, dated June 30, 2022, covering the Engine having serial

number 195881) and (iv) FAA Engine Mortgage, dated December 30, 2021 covering the Engines having serial numbers 195876, 195875, 195873, 195874. 195867, 195823 and 195824.

3 At the closing of the twelfth Engine, the Engine Security Agreement shall be terminated.

all other conditions precedent set forth in the Payoff Letter relating to the Engine have been satisfied.

EQUIPMENT INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO ANY DEFECT IN ANY ITEM OF EQUIPMENT WHETHER OR NOT DISCOVERABLE BY SELLER OR BUYER. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PARTIES SPECIFICALLY STATE, ACKNOWLEDGE AND AGREE THAT AS RESPECTS THE CONDITION OF THE EQUIPMENT, THERE IS:

(A) NO WARRANTY AS TO THE AIRWORTHINESS, PRODUCTIVENESS, SUITABILITY, USE, CAPACITY OR OTHER CONDITION OF THE EQUIPMENT, THE ACCURACY OR TRACEABILITY OF ANY RECORDS, LOGBOOKS OR OTHER DOCUMENTS RELATED TO THE EQUIPMENT, VALUE, DESIGN, QUALITY, DURABILITY, COMPLIANCE WITH SPECIFICATIONS, MANUFACTURE, OPERATIONS OR CONDITION OF ANY ENGINE OR ANY COMPONENT OR OTHER ITEM DELIVERED PURSUANT TO THIS AGREEMENT, OR THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, WITH RESPECT THERETO; (B) NO EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE; (C) NO REPRESENTATION OR EXPRESS OR IMPLIED WARRANTY OF FREEDOM FROM ANY CLAIM BY WAY OF INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR THE LIKE; (D) NO EXPRESS OR IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (E) NO OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN CONTRACT OR TORT, WHETHER OR NOT ARISING FROM THE ACTUAL OR IMPUTED NEGLIGENCE OF EITHER PARTY OR ITS ASSIGNS; AND (F) NO OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER SOUNDING IN CONTRACT (INCLUDING WARRANTY), TORT OR OTHERWISE, FOR LOSS OF OR DAMAGE TO ANY TANGIBLE OR INTANGIBLE THING, FOR LOSS OF USE, REVENUE, PROFIT OR TAX BENEFIT, OR FOR ANY OTHER INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND. THIS SECTION 7(e) SHALL SURVIVE DELIVERY OF THE EQUIPMENT AND ANY TERMINATION OF THIS AGREEMENT.

assets, or the Certificate of Incorporation or Bylaws of Buyer. This Agreement, the Technical Acceptance Certificates and the Delivery Receipts constitutes the legal, valid and binding obligations of Buyer, enforceable against it in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity.

such further action as Buyer may reasonably request in order to obtain the full benefits of the assignments of warranties provided for herein and of the rights and powers herein granted.

Buyer: DELTA AIR LINES, INC

1775 M.H. Jackson Service Road Atlanta, Georgia 30354-8049 Attention: VP – Acquisitions Fax: (404) 773-0742

Seller: MESA AIR GROUP, INC.

410 N 44th St. Suite 700

Phoenix, AZ 85008 Attention: Legal Department Email: ***@***

respect to the Bill of Sale, of which an original is required to be delivered, the failure of any party to deliver an originally executed counterpart of this Agreement or such other document will not affect the validity or effectiveness of this Agreement or such other document. Each party will bear its own costs, fees and expenses in connection with the preparation, negotiation and completion of this Agreement and the consummation of the transactions contemplated hereby, except that Buyer shall be responsible for any FAA and International Registry filing fees for the transfer of title and for Buyer’s FAA and International Registry counsel fees incurred in filing the required title transfer documents for recordation at the FAA and the International Registry. The terms of this Agreement shall be binding upon, and inure to the benefit of, Buyer and Seller and their respective successors and permitted assigns. This Agreement is the confidential business information of the parties and shall not be disclosed without the prior written consent of the other parties hereto, except to its affiliates, legal and other professional advisors, and as required by applicable law. [***] no third party is intended to benefit from, nor may any third party seek to enforce, any of the provisions of this Agreement.

“Sanctions Laws and Regulations” means (i) each of the Trading With the Enemy Act of 1917, the International Emergency Economic Powers Act, the Arms Export Control Act, the Export Administration Act, the Export-Import Bank Act, and the Nuclear Proliferation Prevention Act; (ii) applicable Executive Orders issued by the President of the United States of America; (iii) applicable regulations of the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce (“DOC”), the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. Department of State (“DOS”), and regulations administered by any other agency of the Government of the United States of America; (iv) any other applicable law or regulation of the United States of America that may be in effect from time to time and which may restrict, limit, or prohibit transactions with a foreign government, entity, person, or country or with any person or

entity that owns the foregoing; and (v) applicable resolutions, orders, or regulations of the United Nations.

“Designated National” means (i) any country against which the United States of America has imposed sanctions and/or has blocked property pursuant to Sanctions Laws and Regulations (hereinafter “Sanctioned Country”), (ii) any person or entity from any such Sanctioned Country, (iii) any person or entity that is identified or listed in any Executive Order or on the Specially Designated National’s List maintained by OFAC or any other list that the Government of the United States of America establishes for the purpose of designating nationals pursuant to Sanctions Laws and Regulations, (iv) any person or entity blocked by OFAC or any other agency of the Government of the United States of America, or (v) any entity that is partially or wholly owned by any of the foregoing.

“Entity” includes a government agency, partnership, association, trust, joint venture, corporation, or other organization.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers thereunto duly authorized as of the date first above written.

SELLER: BUYER:

MESA AIRLINES, INC. DELTA AIR LINES, INC

By By

Name: Title:

Michael Lotz President

Name: Jeffrey J. Keisling Title: Managing Director

EXHIBIT A

Engine Description and Purchase Price

Engine Shipping Container

Part Number: 2C81054

Engine Configuration

EXHIBIT B

DELIVERY CONDITIONS

The Engine and other item of Equipment shall be delivered to Buyer in its “AS-IS, WHERE IS” condition with all faults subject to the following specific conditions being met (the “Delivery Conditions”):

EXHIBIT C RECORDS

EXHIBIT D DELIVERY RECEIPT

The undersigned, on behalf of DELTA AIR LINES, INC. (the “Buyer”), hereby irrevocably accepts delivery from Mesa Air Group (the “Seller”) of General Electric model CF34-8C Serial Numbers, with associated engine stands, serial number pursuant to the Engine Purchase Agreement dated as of [\] [\]. 201[\], between Seller and Buyer (the “Agreement”), including the Records referred to in the Agreement.

Capitalized terms used herein but not defined herein shall have the meanings ascribed to such terms in the Agreement.

The Engine had the hours/cycles at Delivery, as set forth in Schedule 1 attached

hereto.

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Dated the [ ] day of [ ], 2024[ ], at [ ] hours, Eastern Standard Time at [ ].

DELTA AIR LINES, INC

By: Name:

Title:

Schedule 1 Hours/Cycles at Delivery

Engine:

Serial No. Total Hours Total Cycles

Exhibit D-2

EXHIBIT E

FORM OF BILL OF SALE

For and in consideration of the sum of One U.S. Dollar (US$1) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Mesa Airlines, Inc. (hereinafter referred to as “Seller”), as owner of the following equipment:

Engine Make and Model General Electric CF34-8C Engine Serial Number:

Shipping Stand Serial Number:

(together with all appliances, components, parts, instruments, appurtenances, accessories, furnishings and other equipment or property installed on or attached to such engine and all Records relating thereto, collectively the “Engine”), does hereby sell, grant, convey, transfer and deliver all of its right, title and interest in and to [each of] the [number (#) Engine[s] unto Delta Air Lines, Inc. (hereinafter referred to as “Buyer”), and to its successors and assigns, to have and to hold the Engine forever.

Seller hereby warrants and covenants to Buyer and its successor and assigns that Seller has, and hereby conveys to Buyer, good and marketable legal title to the Engine[s] and that the Engine[s] [is/are] free and clear of any and all Liens, and Seller shall defend such title forever against any and all claims and demands.

The Engine[s] shall be delivered in “AS IS WHERE IS” condition with all faults and without any representation, warranty or guarantee of any kind being made or given by the Seller or its servants or agents, express or implied, arising by law or otherwise, other than as expressly set forth herein and as provided in Section 7(d) of that certain Engine Purchase Agreement between Buyer and Seller dated , 2023 (the “Purchase Agreement”). Capitalized terms used herein but not defined herein shall have the meaning ascribed to such terms as set forth in the Purchase Agreement.

THIS BILL OF SALE IS BEING DELIVERED IN THE STATE OF NEW YORK AND SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK.

[Signature page follows]

IN WITNESS WHEREOF, Seller has caused this instrument to be executed in its name this [ ] day of [ ], 2024.

[ ]

By Name:

Title:

EXHIBIT F

FORM OF TECHNICAL ACCEPTANCE CERTIFICATE

Delta Air Lines, Inc (“Delta”), does hereby represent, acknowledge, warrant, and agree as follows:

IN WITNESS WHEREOF, this Technical Acceptance Certificate has been executed and delivered this day of , 2024.

DELTA AIR LINES, INC

By:

Name:

Title:

ANNEX 1 TO

TECHNICAL ACCEPTANCE CERTIFICATE

LIST OF DISCREPANCY ITEMS

ITEM DISCREPANCY AGREED ACTION

EXHIBIT G

FORM OF NON-INCIDENT AND NON-ACCIDENT STATEMENT

To Whom It May Concern:

Reference:

[General Electric model CF34-8C Engine, Serial Number [ ]

This is to certify that based on the documentation in Mesa Air Group’s possession as of [ ], 20[ ], with respect to the General Electric modelCF34-8C engine, bearing serial number [ ] and all parts installed upon or attached thereto (collectively, the “Engine”), that it was the operator of the above equipment from [Insert Date] until the date of transfer and that, to the best of its knowledge and based on all available records, the Engine / Module and equipment complies with the following statements:

Sincerely,

[ ]

By:

Name:

Title:

SO CERTIFIED