Execution Version

May 8, 2024

VIA FEDEX AND E-MAIL

Mesa Airlines, Inc.

410 N. 44th Street

Suite 700

Phoenix, AZ 85008

Attention: President & General Counsel

Re: Third Amendment (this “Amendment”) to the Third Amended and Restated Capacity Purchase Agreement

Ladies and Gentlemen:

As you are aware, Mesa Airlines, Inc. (“Contractor”), Mesa Air Group, Inc. (“Parent”) and United Airlines, Inc. (“United” and, together with Contractor and Parent, the “Parties”), are each a party to that certain Third Amended and Restated Capacity Purchase Agreement dated as of December 27, 2022 (as amended, 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 date first written above.

SECTION 1. Certain Amendments.

Schedule 1 of the CPA is hereby amended and restated in its entirety by the version of such schedule attached to this Amendment as Attachment 1 hereto.

SECTION 2. Amended Scheduled Expiration Dates for Certain Spare Engine Lease Supplements.

Reference is made to the Subject Engine Lease Agreement and the Subject Spare Engine Lease Supplements thereunder, in each case as defined below, and capitalized terms used but not defined in this Section 2 shall have the meanings ascribed to such terms as set out in the Subject Engine Lease Agreement and the Subject Spare Engine Lease Supplements, as applicable.

Effective as of the date first written above and without any further action by any Party, the Parties acknowledge and agree that, in full compliance with Section 18.1 of the Subject Engine Lease Agreement, and notwithstanding anything to the contrary set out in the Subject Engine Lease Agreement or the Subject Spare Engine Lease Supplements, (i) the Scheduled Expiration Date for the Engine referenced in Lease Supplement No. 8 (as defined below) is hereby amended to be , (ii) the Scheduled Expiration Date for the Engine referenced in Lease Supplement No. 9 (as defined below) is hereby amended to be , and (iii) the Scheduled Expiration Date for the Engine referenced in Lease Supplement No. 10 (as defined below) is hereby amended to be

“Subject Engine Lease Agreement” that certain Engine Lease Agreement by and between United and Contractor dated as of July 10, 2014, as amended, modified or supplemented from time to time.

“Subject Spare Engine Lease Supplements” means, collectively, (i) that certain Lease Supplement No. 8 by and between United and Contractor, dated as of May 10, 2021, under the Subject Engine Lease Agreement (“Lease Supplement No. 8”), (ii) that certain Lease Supplement No. 9 by and between United and Contractor, dated as of May 24, 2021, under the Subject Engine Lease Agreement (“Lease Supplement No. 9”), and (iii) that certain Lease Supplement No. 9 by and between United and Contractor, dated as of September 9, 2021, under the Subject Engine Lease Agreement (“Lease Supplement No. 10”).

SECTION 3. Miscellaneous.

This Amendment is an intended amendment, as to Section 1 of the Amendment, to the CPA and complies in full with Section 11.3 of the CPA, and, as to Section 2 of the Amendment, to the Subject Engine Lease Agreement and the Subject Spare Engine Lease Supplements and complies in full with Section 18.1 of the Subject Engine Lease Agreement. This Amendment may be executed in counterparts, each of which is deemed an original hereof. The Parties shall become bound by this Amendment immediately upon execution hereof by each Party. Except as expressly amended in Section 1 this Amendment, the CPA will remain in full force and effect. Except as expressly amended in Section 2 this Amendment, the Subject Engine Lease Agreement will remain in full force and effect. Notwithstanding anything to the contrary in this Amendment, the terms and provisions of this Amendment are intended solely for the benefit of the Parties, and it is not the intention of the Parties to confer third party beneficiary rights upon any other person. This Amendment (together with the attached exhibits) constitutes the entire agreement between the Parties, and supersedes any other agreements, representations, warranties, covenants, communications, or understandings, whether oral or written (including, but not limited to, e-mail and other electronic correspondence), that may have been made or entered into by or between the Parties or any of their respective affiliates or agents relating in any way to the transactions contemplated by this Amendment.

[Signature page follows]

If each of Contractor and Parent is in agreement with the above, please indicate its agreement by having an authorized representative sign below in the space provided and return a signed copy of this Amendment to the undersigned.

If each of Contractor and Parent is in agreement with the above, please indicate its agreement by having an authorized representative sign below in the space provided and return a signed copy of this Amendment to the undersigned.

Attachment 1

SCHEDULE 1

Covered Aircraft

Table 1: E175 Covered Aircraft

Table 2 CRJ900 Covered Aircraft

Note 1 - Relating to the CRJ900 Covered Aircraft:

The delivery dates and in-service dates for CRJ900 Covered Aircraft must satisfy the following conditions:

(a)

No later than prior to the CRJ900 Scheduled Delivery Date (the “CRJ900 Scheduled Delivery Date”, for the avoidance of doubt, is the scheduled delivery date for each CRJ900 Covered Aircraft as set forth on Table 2 to Schedule 1), Contractor and United shall meet to discuss the dates that are likely to be selected as the committed in-service date for each of the CRJ900 Covered Aircraft (the “CRJ900 Committed In-Service Date”), it being understood that (x) such discussions shall not be binding for purposes of selecting the actual CRJ900 Committed In-Service Date pursuant to clause (e) below, and (y) such dates shall be used by Contractor and United in anticipating aircraft available to schedule and with respect to any applicable Final Monthly Schedule.

Table 3 El75LL Covered Aircraft

Note 1- Relating to El75LL Covered Aircraft:

The delivery dates and in-service dates for El75LL Covered Aircraft must satisfy the following conditions:

(a)

No later than days prior to the scheduled delivery month for each El75LL Covered Aircraft, or as soon as practically possible for any of the El75LL Covered Aircraft, as set forth on Table 3 to Schedule 1 (the 'El75LL Scheduled Delivery Date"), Contractor and United shall meet to discuss the dates that are likely to be selected as the committed in-service date for each of the El75LL Covered Aircraft (the "El75LL Committed In-Service Date') it being understood that (x) such discussions shall not be binding for purposes of selecting the actual El75 Committed In-Service Date pursuant to clause (e) below, and (y) such dates shall be used by Contractor and United in anticipating aircraft available to schedule and with respect to any applicable Final Monthly Schedule.

(c)

days prior to the El75LL Scheduled Delivery Date for each of the El75LL Covered Aircraft as set forth on Table 3 to Schedule 1, and reasonably frequently from time to time thereafter, Contractor shall provide United with notice regarding the delivery status of such El75LL Covered Aircraft, including without limitation information relating to the commencement of the delivery inspection period (which notice is anticipated to be given no later than. days prior to actual delivery date of such aircraft), delays in delivery, or otherwise relating to the delivery of such aircraft.

(e)

Following the determination of the Actual Delivery Date for an El75LL Covered Aircraft pursuant to clause (d) above the parties shall determine an El75LL Committed In-Service Date, which shall be not later than the first to occur of (x) the the Actual Delivery Date and (y) the date set forth under the caption "Actual In-Service Date" for such aircraft on Table 3 to Schedule 1 (as such Actual In-Service Date may be delayed by, and only to the extent such date is delayed by a delay attributable to the manufacturer or by a delay due to an Act of God that continues for fewer than and which determination shall be confirmed in writing by the parties.