8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 22, 2004

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-49697	06-1449146
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8909 Purdue Road

Suite 300

Indianapolis, IN 46268

(Address of principal executive offices)

Registrant’s telephone number, including area code: (317) 484-6000

2500 S. High School Road

Suite 160

Indianapolis, IN 46241

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 22, 2004, Republic Airways Holdings Inc. (the “Company”) and its subsidiary, Chautauqua Airlines, Inc. (“Chautauqua”) entered into an amendment to the code share agreement with Delta Air Lines, Inc., extending the term of the agreement to May 31, 2016, extending Delta’s termination for convenience option to November 30, 2009, and canceling 2,025,000 existing warrants, or 45% of the warrants previously granted to Delta by the Company. In addition, Delta has agreed to cancel its order for eight Embraer ERJ-145, 50-passenger aircraft that were scheduled for delivery during the first half of 2005. In return for these contractual changes, Chautauqua has agreed to reduce its compensation levels on the existing ERJ-145 fleet by 3% for the remainder of the contract. A copy of the ame ndment and the press release is filed herewith as Exhibit 99.1 and Exhibit 99.2, respectively. A copy of the warrant surrender agreement is filed herewith as Exhibit 99.3.

The Company, its subsidiary, Republic Airline Inc. (“Republic Airline”), and Delta also plan to enter into an agreement whereby Republic Airline will operate 16, 70-passenger Embraer 170 aircraft, subject to execution of a final definitive code share agreement. In connection with the new agreement, the Company will issue a warrant to Delta allowing for the purchase of up to 960,000 shares of the Company’s common stock. A form of the warrant is filed herewith as Exhibit 99.4.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

99.1 Amendment Number Five to Delta Connection Agreement, as amended, among Delta Air Lines, Inc., Chautauqua Airlines, Inc. and Republic Airways Holdings Inc., dated as of December 22, 2004. *

99.2 Press Release of the Company issued on December 22, 2004, relating to new service agreements with Delta.

            99.3     Warrant Surrender Agreement, by and between Republic Airways Holdings Inc. and Delta Air Lines, Inc., dated as of December 22, 2004.

99.4 Form of Warrant to Purchase Shares of Common Stock of Republic Airways Holdings Inc. issued to Delta Air Lines, Inc., dated as of December 22, 2004.

            ____________________

            *    A request for confidential treatment was filed for certain portions of the indicated document. Confidential portions have been omitted and filed separately with the Commission as required by Rule 24b-2 of the Commission.

(All other items on this report are inapplicable.)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

           REPUBLIC AIRWAYS HOLDINGS INC.

 Date: December 28, 2004  /s/ Robert Hal Cooper

           Robert Hal Cooper

           Executive Vice President and Chief Financial Officer

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Exhibit Index

Exhibit

Number Description

99.1 Amendment Number Five to Delta Connection Agreement, as amended, among Delta Air Lines, Inc., Chautauqua Airlines, Inc. and Republic Airways Holdings Inc., dated as of   December 22, 2004.

99.2 Press Release of the Company issued on December 22, 2004, relating to new service agreements with Delta.

99.3    Warrant Surrender Agreement, by and between Republic Airways Holdings Inc. and Delta Air Lines, Inc., dated as of December 22, 2004.

99.4 Form of Warrant to Purchase Shares of Common Stock of Republic Airways Holdings Inc. issued to Delta Air Lines, Inc., dated as of December 22, 2004.

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EX-99.1

Exhibit 99.1

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 24b-2

Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities exchange Act of 1934. The omitted materials have been filed separately with the Securities and Exchange Commission.

AMENDMENT NUMBER FIVE TO

DELTA CONNECTION AGREEMENT

 This Amendment Number Five (this "Fifth Amendment"), dated and effective December 22, 2004, to the Delta Connection Agreement dated and effective June 7, 2002 as previously amended (the “Agreement”), is among Delta Air Lines, Inc., 1030 Delta Boulevard, Atlanta, Georgia 30320 ("Delta"), Chautauqua Airlines, Inc. (“Chautauqua”), 2500 S. High School Road, Suite 160, Indianapolis, Indiana 46241 and Republic Airways Holdings, Inc. (“Republic”), 2500 S. High School Road, Suite 160, Indianapolis, Indiana 46241.

WHEREAS, Delta, Chautauqua and Republic are parties to the Agreement; and

WHEREAS, the parties desire to further amend the Agreement;

NOW, THEREFORE, for and in consideration of the mutual undertakings set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Delta, Operator and Republic, intending to be legally bound, hereby agree as follows:

1. All terms capitalized used, but not defined, herein shall have the meaning ascribed to such terms in the Agreement.

2. Article 2 of the Agreement shall be deleted and replaced with the following:

 “With the exception of (i) aircraft operated for American Airlines (“AA”) or US Airways (“US”) as of the date of this Fifth Amendment (“Committed Aircraft”) pursuant to (a) a codeshare agreement in place as of the date of this Fifth Amendment between Operator and each such carrier (an “Existing Codeshare Agreement”), or (b) any amendment to or modification of an Existing Codeshare Agreement, including an agreement with a successor to such carrier that assumes an Existing Codeshare Agreement by operation of law, in each case that does not increase the number of Committed Aircraft under such Existing Codeshare Agreement (a “Permitted Codeshare Amendment”), (ii) any Committed Aircraft that are operated under a Reverse Codeshare Agreement (as defined below), Operator agrees not to (a) operate for another carrier, nor have operated for it under a Reverse Codeshare Agreement, “Hub Service” (as defined below)nor (b) operate any flights under its own flight designator code (except for flights operated pursuant to a permissible Reverse Codeshare Agreement), in each case into or out of the following locations, subject to Delta continuing to maintain significant operations at such locations: [*] (each, a “Delta Hub”). For purposes of this Agreement, (y) a “Reverse Codeshare Agreement” shall mean an agreement pursuant to which Chautauqua operates Committed Aircraft under the designator code of another carrier or under Chautauqua’s RP designator code and the other party to an Existing Codesha re Agreement or a Permitted Codeshare Amendment remains obligated to compensate Chautauqua with respect to flights operated under such designator code; and (z) “Hub Service” shall mean operating greater than [*] flights per day into or out of a Delta Hub location.

3. The first paragraph of Article 3(A) of the Agreement shall be deleted and replaced with the following:

 “In exchange for the flying and operation of the Aircraft, Delta shall pay Chautauqua one hundred percent (100%) of the Base Rate Costs, the Reimbursable Costs and the Pass Through Costs (each as such term is defined below, and collectively, the “Direct Costs”) and 100% of the Other Reimbursable Costs relating to all flights undertaken by Chautauqua in connection with the Delta Connection Program using the Aircraft. In addition, effective as of September 1, 2005, in any month in which Chautauqua achieves a completion rate for the Delta Connection Flights of at least [*], Delta shall pay Chautauq ua a mark-up of [*] of such Direct Costs incurred during such month (the “Mark-Up”), subject to certain limitations set forth below.”

4. The following provisions of Article 3 of the Agreement shall be renumbered as follows:

The second Article 3(C), “Accounting Provisions,” shall be renumbered Article 3(E); the second Article 3(D), “Review of Base Amount and Service Levels,” shall be renumbered Article 3(F); and Article 3(E), “Cost Changes,” shall be renumbered Article 3(G).

5. Article 3 of the Agreement shall be amended to by adding a new Article 3(H) as follows:

“H.       Rebate. Chautauqua shall rebate to Delta [*] of all Direct Costs incurred for each month during the period January, 2005 through and including August, 2005 in which Chautauqua achieves a completion rate for the Delta Connection Flights of at least [*] (the “Aggregate Rebate”). Provided that (a) Chautauqua has not terminated the Agreement as a result of a breach by Delta, or (b) Delta has not filed a bankruptcy case and terminated the Agreement, including without limitation any termination under Section 365 of the Bankruptcy Code, but excluding pursuant to Article 11 of this Agreement, in such bankruptcy case, such Aggregate Rebate shall be paid by Chautauqua to Delta in four (4) equal installments on each of September 30, October 31, November 30 and December 31, 2005. Each of Delta and Chautauqua shall be entitled to set off any amounts owed to it (including with respect to Delta, any Aggregate Rebate amounts), but unpaid, against any payments owed by such party (including with respect to Chautauqua any payment of an Aggregat e Rebate) pursuant to this Agreement.

6. The first sentence of Article 11(A) of the Agreement shall be deleted and replaced with the following:

“This Agreement is effective on the date first written above and shall continue until May 31, 2016 (such period, and any extension or renewal thereof, the “Term”).”

7. The first sentence of Article 11(F) of the Agreement shall be deleted and replaced with the following:

 “(i)      Notwithstanding the provisions of Sections 11(A), (B), (C), (D) and (E) hereof, but subject to the provisions of subsection (ii) of this Section 11(F), Delta may terminate this Agreement, with or without cause, in its sole discretion, in whole or in part, on not less than one hundred eighty (180) days’ prior written notice to Operator (an “ETO Notice”); provided, however, that such ETO Notice shall not be given prior to November 30, 2009, and provided further, that Delta may not initially reduce the number of Aircraft in servic e to a number that is less than twelve (12) other than through a complete termination of the Agreement.”

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*Confidential	1

8. Article 17 of the Agreement shall be deleted and replaced with the following:

“ARTICLE 17RIGHT OF FIRST OFFER.

A. Subject to the rights of AA and AMR Corporation pursuant to its Existing Codeshare Agreement (or any Permitted Codeshare Amendment of such Existing Codeshare Agreement), and excluding any transaction (including without limitation any lease, sale/leaseback, leveraged lease, single investor lease or similar transaction) undertaken to finance or refinance the purchase of acquisition of any Aircraft or Committed Aircraft, if at any time during the Term of this Agreement, Operator seeks (a) to place into service additional aircraft and to operate such aircraft under a code share agreement (“New Aircraft”), or (b) to reposition under a new code share agreement any Committed Aircraft previously operated under any Existing Codeshare Agreement that has terminated or expired (“Repositioned Aircraft” ), Operator shall promptly provide Delta with a right of first offer to operate some or all such New Aircraft and/or Repositioned Aircraft under the Delta Connection Program. Operator and Delta agree to negotiate on a good faith basis exclusively with each other for not less than fifteen (15) business days concerning the terms on which such New Aircraft and/or Repositioned Aircraft would be placed into service under the Delta Connection Program. If the parties are unable to reach agreement on such terms or Delta declines the right of first offer, Operator shall have the right to enter into a code share agreement with any other party with respect to the operation of such New Aircraft and/or Repositioned Aircraft regardless of the final terms of such code share agreement, but at all times subject to the provisions of Article 2 hereof.

9. Article 18 of the Agreement shall be deleted and replaced with the following:

 “[Intentionally deleted]”

10.        Article 19(B) of the Agreement shall be deleted and replaced with the following:

 [*]

11.        The notice addresses for each of Chautauqua Airlines, Inc. and Republic Airways Holdings, Inc. in Article 23 shall be deleted and replaced with the following:

   Chautauqua Airlines, Inc.

   8909 Purdue Road

Indianapolis, IN 46268

Attention: President

Telecopy: 317-484-6060

With a copy to:

Wexford Capital LLC

411 West Putnam Avenue

Greenwich, CT 06830

Attention: General Counsel

Telecopy: 203-862-7312

and

Republic Airways Holdings, Inc.

8909 Purdue Road

Indianapolis, IN 46268

Attention: President

Telecopy: 317-484-6060

12.       A. The Third Additional Aircraft shall not be placed into service.

B. Chautauqua or its affiliate, Republic Airline, Inc., shall place into service sixteen (16) ERJ-170 aircraft under a separate Delta Connection Agreement (the “Republic Code Share Agreement”) on terms and conditions substantially similar to this Agreement as amended hereby, and providing for (i) financial terms and conditions as set forth on the attached Schedule A, (ii) a fleet of 16 ERJ-170 aircraft with 8 aircraft to be placed into service in each of 2 005 and 2006, and (iii) a term of 14 years with an early termination option exercisable by Delta 8 years after the effective date of such agreement. Delta acknowledges that the interim financing arrangements obtained by Republic (or its affiliate) for these ERJ-170 aircraft do not provide for financing in the event of a chapter 11 bankruptcy filing by Delta, and that if such a filing occurs, Operator may not be able to finance or place into service all of some of such aircraft.

13.      A. Effective simultaneously with the execution of this Fifth Amendment, Delta and Republic shall execute and deliver to each other a Warrant Surrender Agreement pursuant to which the number of shares subject to each of the IPO Warrant, the Private Placement Warrant, the Additional Warrant, the Second Additional Warrant and the Third Additional Warrant shall be reduced by 45%.

B. Effective simultaneously with the execution of this Amendment, Republic shall issue to Delta a warrant to purchase 960,000 shares of Republic Common Stock substantially in the form attached to the Agreement as Exhibit E with such changes as are noted herein (the “Fourth Additional Warrant”) with a strike price equal to the closing price for Republic Common Stock as of the date hereof (or if such date is not a business day, the preceding business day). The Fourth Additional Warrant will be fully vested, subject to (a) 100% divestiture in the event the parties fail to execute the Republic Code Share Agreement on or before January 14, 2005, (b) divestiture as to 1/16^th of the shares subject to such warrant for each aircraft that is not placed into service under the Republic Code Share Agreement as a result of a bankruptcy filing by Delta. In addition, in the event that (a) Delta terminates the Republic Code Share Agreement other than under the terms of Section 11 of such agreement, including any termination under Section 365 of the Bankruptcy Code by Delta following a bankruptcy filing, or (b) Republic terminates the Republic Code Share Agreement as a result of a breach by Delta, in each case prior to the date on which Delta would be permitted to terminate the Republic Code Share Agreement under its early termination option (the “ETO Date”), the Fourth Additional Warrant, and/or the shares or the proceeds of the shares subject to such warrant shall be subject to reduction, cancellation or repayment in the same manner as the Warrant, Warrant Shares and proceeds of Warrant Shares (as such terms are defined in the June 7 Agreement, as defined below) were subject to reduction, cancellation or repayment pursuant to the terms of the Article 3 of the Agreement dated as of June 7^th, 2002 between Republic Airways Holdings, Inc. and Delta (the “June 7 Agreement”), ratably based on (i) the number of aircraft terminated, and (ii) the date of such termination relative to the period from the effective date of the Republic Code Share A greement to the ETO Date.

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* Confidential	2

14. The last sentence of Article 4(C) of the Third Amendment to the Agreement shall be amended by deleting such section and replacing it with the following:

“Notwithstanding anything herein to the contrary, for purposes of this Third Amendment and the Agreement, CPI shall not, in any event, exceed [*] per year.”

15.      A. This Fifth Amendment constitutes the entire understanding of the parties with respect to the subject matter hereof, and any other prior or contemporaneous agreements, whether written or oral, are expressly superseded hereby.

B. This Fifth Amendment may be executed in any number of counterparts (including via facsimile), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

C. Except as specifically stated herein, all other terms and conditions of the Agreement shall remain in full force and effect.

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*Confidential	3

IN WITNESS WHEREOF, the parties have executed this Fifth Amendment by their undersigned duly authorized representatives:

Chautauqua Airlines, Inc.     Delta Air Lines, Inc.

By: /s/ Bryan K. Bedford                                                                                   By: /s/ Frederick P. Buttrell

Name: Bryan K. Bedford                                                                                  Name: Frederick P. Buttrell

Title: President & CEO                                                                                     Title: President & CEO Delta Connection

Republic Airways Holdings, Inc.     Republic Airline, Inc.

By: /s/ Bryan K. Bedford                                                                                   By: /s/ Bryan K. Bedford

Name: Bryan K. Bedford                                                                                  Name: Bryan K. Bedford                                   & nbsp;                                            

Title: President & CEO                                                                                     Title: President & CEO                                                                                                         

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Schedule A

[See attached]

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Schedule  A

[*]

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*Confidential	6

EX-99.2

Exhibit 99.2

CONTACT:Warren R. Wilkinson

Tel. (317) 710-4323

Republic Airways Holdings Announces New

Service Agreements with Delta Air Lines

Indianapolis, IN (December 22, 2004) - Republic Airways Holdings Inc. (NASDAQ/NM: RJET) announced today that its Republic Airlines subsidiary has agreed with Delta Air Lines, Inc. to operate the Embraer 170 aircraft as a Delta Connection partner. The Embraer 170 agreement is subject to execution of the final definitive code share agreement. In addition, its Chautauqua Airlines subsidiary has amended its existing Delta Connection agreement.

Republic Airlines will operate 16, 70-passenger Embraer 170 aircraft. Aircraft deliveries will begin in mid 2005 with the last aircraft delivery to occur in mid 2006. In connection with the new agreement, Republic Airways Holdings will issue warrants to Delta allowing for the purchase of up to 960,000 of its common shares at an exercise price of $11.60, which is the closing price of the stock on December 22, 2004. The warrant is subject to a number of conditions including the number of aircraft delivered and the continued performance of Delta over the duration of the service agreement. The term of the new Republic agreement is 14 years, and Delta received a termination for convenience right, which can be exercised no earlier than the eighth year of the agreement. The Republic Airlines code-share agreement will be sub stantially similar to the existing Chautauqua Airlines agreement.

Chautauqua Airlines amended agreement calls for a two year contract term extension to May 31, 2016, a one year extension of the notice date of Delta’s termination for convenience option to November 30, 2009, and a cancellation of 2,025,000 existing warrants, or 45% of the warrants previously granted to Delta by RJET. In addition, Delta has agreed to cancel its order for eight, Embraer ERJ 145, 50 passenger aircraft that were scheduled for delivery during the first half of 2005. In return for these contractual changes, Chautauqua has agreed to reduce its compensation levels on the existing ERJ-145 fleet, by three percent (3%) for the remainder of the contract.

“We are very pleased we were able to take a proactive stance towards working with Delta in their successful restructuring efforts. In doing so we were able to provide Delta long-term savings in our existing business and also provide a cost effective solution for new 70 seat EMB-170 regional jets. These agreements represent a strong example of a “win-win” business partnership,” said Bryan Bedford, Chairman, President and Chief Executive Officer of Republic Airways Holdings. “Our company has an excellent tradition of delivering safe, reliable and cost effective service to our partners. We are excited to add the Embraer 170 to the Delta Connection program. This aircraft has received excellent c ustomer acceptance from passengers and sets a new standard in regional airline service in North America.”

“Chautauqua continues to be a reliable and cost-efficient provider of regional jet service to Delta," said Fred Buttrell, President and Chief Executive Officer of Delta Connection, Inc. "We are pleased to replace existing orders for 50-seat aircraft with roomy and customer-friendly Embraer 170s which better fit our growth plans for 2005 and 2006 and allow us to promptly respond to changing market conditions. The Embraer 170s range and enhanced customer amenities will play an important role in fulfilling network requirements not currently met by Delta Connection carriers existing fleet of regional jet aircraft.”

The Embraer 170 will be configured with 6 first class seats in a two and one configuration and 64 coach seats in a two by two configuration. First class passengers will enjoy a 36 inch seat pitch while coach passengers will enjoy a 32 inch seat pitch.

Republic Airways Holdings, based in Indianapolis, Indiana, is an airline holding company. Chautauqua Airlines offers scheduled passenger service on more than 670 flights daily to 70 cities in 30 states, the District of Columbia, Canada and the Bahamas through code sharing agreements with four major U.S. airlines. Republic Airlines is currently completing its FAA certification.

The airline currently operates a fleet of 110 Embraer regional jets, including 68 ERJ-145’s, 15 ERJ-140’s, 17 ERJ-135’s and ten Embraer 170’s. All of its flights are operated under its major airline partner brand, such as AmericanConnection, Delta Connection, United Express and US Airways Express. The airline employs more than 2,400 aviation professionals.

More information on Republic Airways Holdings and its subsidiaries can be found at www.rjet.com.

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EX-99.3

 Exhibit 99.3

WARRANT SURRENDER AGREEMENT

THIS WARRANT SURRENDER AGREEMENT, by and between REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the “Company”) and DELTA AIR LINES, INC., a Delaware corporation (“Delta”), dated as of December 22, 2004 (the “Agreement”), amends (i) the private placement warrant to purchase 1,500,000 shares of common stock of the Company issued to Delta, dated as of June 7, 2002; (ii) the warrant to purchase 1,500,000 shares of common stock of the Company issued to Delta, dated as of June 2, 2004; (iii) the warrant to purchase 720,000 shares of common stock of the Company issued to Delta, dated as of February 7, 2003; (iv) the warrant to purchase 300,000 shares of common stock of the Company issued to Delta, dated as of October 1, 2003; and (v) the warrant to purchase 480,000 shares of comm on stock of the Company issued to Delta, dated as of March 10, 2004 (collectively, the “Warrant Agreements”).

R E C I T A L S

WHEREAS, the Company and Delta entered into the Warrant Agreements; and

WHEREAS, no shares of common stock of the Company have been issued under the Warrant Agreements; and

WHEREAS, the Company and Delta desire to amend the Warrant Agreements as and to the extent provided for herein;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Warrant Shares. All shares of Common Stock purchasable under the Warrant Agreements shall be reduced by 45%. For the avoidance of doubt (i) the private placement warrant to purchase 1,500,000 shares shall refer to 825,000 shares; (ii) the warrant to purchase 1,500,000 shares shall refer to 825,000 shares; (iii) the warrant to purchase 720,000 shares shall refer to 396,000 shares; (iv) the warrant to purchase 300,000 shares shall refer to 165,000 shares; and (v) the warrant to purchase 480,000 shares shall refer to 264,000 shares.

2. Notices. The address of the Company at 2500 South High School Road, Indianapolis, IN 46241 shall refer to 8909 Purdue Road, Suite 300, Indianapolis, IN 46268.

3. Defined Terms. All capitalized terms used herein shall have the respective meanings ascribed to such terms in the Warrant Agreements unless otherwise defined herein.

4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

5. Miscellaneous. Except as amended herein, the Warrant Agreements shall remain in full force and effect.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

REPUBLIC AIRWAYS HOLDINGS INC.

By: /s/ Bryan K. Bedford

Name: Bryan K. Bedford

Title: President & CEO

DELTA AIR LINES, INC.

By: /s/ Frederick P. Buttrell

Name: Frederick P. Buttrell

Title: President & CEO Delta Connection

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EX-99.4

Exhibit 99.4

NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIESACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION THEREFROM UNDER THE PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

FORM OF WARRANT

TO PURCHASE SHARES OF COMMON STOCK

OF

REPUBLIC AIRWAYS HOLDINGS, INC.

Date: December 22, 2004

THIS IS TO CERTIFY THAT, for value received, DELTA AIR LINES, INC., a Delaware corporation (“Delta”), is entitled, subject to the terms herein, to purchase from REPUBLIC AIRWAYS HOLDINGS INC., a Delaware corporation (the "Company"),nine hundred sixty thousand (960,000) fully paid and nonassessable shares of the Company’s common stock, $.001par value (the "Common Stock"), at the Exercise Price (as defined below), all on the terms and conditions and pursuant to the provisions hereinafter set forth. The term "WarrantShares," as used herein, refers to the shares of Common Stock purchasable hereunder. As used herein, the term “Holder” shall initially mean Delta, and shall subsequently mean each person or entity to whom this Warrant is duly assigned.

1. Exercise of Warrant. This Warrant is exercisable, in whole or part, at any time or from time to time after the date hereof until 5:30 p.m., New York time, on December 22, 2014 (the “ExercisePeriod”). Notwithstanding the foregoing, however, this Warrant shall be canceled in its entirety in the event the parties hereto fail to execute a code share agreement on or before January 14, 2005 which provides for the operation by the Company of 16 ERJ-170 aircraft (“ERJ 170s”) for Delta (the “Republic Code Share Agreement”). In addition, if as a result of a bankruptcy filing by Delta, fewer than 16 ERJ-170s are placed into service for Delta pursuant to the terms of the Republic Code Share Agreement, the Warrant Shares shall be reduced by 1/16 for each ERJ-170 not placed into service. In the event that this Warrant has been exercised, but Delta has not sold the Warrant Shares, Delta shall at the Company’s option, sell to the Company at the per share Exercise Price 60,000 Warrant Shares for each ERJ-170 not placed into service. In the event that this Warrant has been exercised, and Delta has sold the Warrant Shares but fewer than 16 ERJ-170s have been placed into service, Delta shall pay to the Company the pretax profit realized by Delta from the sale or transfer by Delta of 60,000 Warrant Shares with respect to each ERJ-170 not placed into service. Further, in the event that (a) Delta terminates the Republic Code Share Agreement other than under the terms of Section [11] of such agreement, including any termination under Secti on 365 of the Bankruptcy Code by Delta following a bankruptcy filing, or (b) the Company terminates the Republic Code Share Agreement as a result of a breach thereof by Delta, in each case prior to the date on which Delta would be permitted to give notice to terminate the Republic Code Share Agreement under its early termination option contained in Section 11(f) of the Republic Code Share Agreement (the “ETO Date”), this Warrant, and/or the shares or the proceeds of the shares subject to this Warrant shall be subject to reduction, cancellation or repayment ratably, based on (i) the number of aircraft terminated (each, a “Terminated Aircraft”), and (ii) the date of such termination relative to the period from the effective date of the Republic Code Share Agreement to the ETO Date, as follows:

(i) First, if Delta continues to hold any portion of the Warrant, cancel, without any consideration therefor, such portion of the Warrant as is exercisable for the number of shares of Common Stock (the “Terminated Share Amount”) equal to (A) a percentage calculated by dividing (a) the aggregate number of months from the date each Terminated Aircraft was taken out of service through the ETO Date, by (b) 1,440 (the “Percentage Amount”) multiplied by (B) the original number of shares of Common Stock issuable upon exercise of the Warrant; provided, that if the number of shares of Common Stock issuable upon exercise of the Warrant or that portion thereof which Delta continues to hold is less than the Terminated Share Amount (such difference being the “Warrant Shortfall”), all of such remaining portion of the Warrant shall be canceled without any consideration therefor; and

(ii) Then, if a Warrant Shortfall exists, and Delta holds any Warrant Shares, at the Company’s option, sell to the Company, at the Exercise Price, all Warrant Shares then held by Delta, up to the number of Warrant Shares as is equal to the Warrant Shortfall, and

(iii) Finally, if the Company has exercised its option set forth in the previous clause (ii), and if the number of Warrant Shares held by Delta prior to the application of the previous clause (ii) is less than the number of shares constituting the Warrant Shortfall (such difference being the “Warrant Share Shortfall”), pay to the Company the aggregate pretax profit, if any, realized by Delta from the sale or transfer by Delta of the Warrant or the Warrant Shares calculated by multiplying the aggregate pretax profit realized by Delta from the sale or transfer of the Warrant Shares and/or the Warran t by a fraction, (A) the numerator of which is the number of Warrant Shares constituting the Warrant Share Shortfall and (B) the denominator of which is the aggregate number of (x) Warrant Shares sold or transferred by Delta and (y) shares of Common Stock represented by any portion of the Warrant that was sold or transferred by Delta.

2. Exercise Price. The per share price at which the Warrant Shares may be purchased (the “Exercise Price”) shall be equal to the closing price per share of the Common Stock as reported on The Nasdaq National Market as of the close of business on the date hereof.

3. Manner of Exercise; Payment for Shares; Issuance of Certificates.

 (a) Manner of Exercise.  Subject to the provisions of this Warrant, the Warrant Shares may be purchased by the Holder, in whole or in part, by the surrender of this Warrant together with a completed election to purchase agreement in the form attached to this Warrant (the "Election Agreement"), to the Company during normal business hours on any business day, during the Exercise Period, at the Company’s principal executive offices (or such other office or agency of the Company as it may reasonably designate by notice to the Holder), and upon payment to the Company of an amount of consideration equal to the aggregate Exercise Price of the purchased Warrant Shares (“TotalPurchase Price”).

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(b) Payment for Shares.  The Total Purchase Price may be paid (i) in cash, by certified or official bank check or by wire transfer for the account of the Company, (ii) notwithstanding (i), if the Fair Market Value (as defined below) of the Company’s Common Stock is greater than the Exercise Price, in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares of Common Stock computed as of the date of such calculation using the following formula:

X= Y(A-B)

A

Where X = the number of shares of Common Stock to be issued to the Holder

Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised and canceled

A = the Fair Market Value of one share of the Company’s Common Stock

B = the Exercise Price

or (iii) in any combination of the foregoing.

(c) Definitions.

  (i)“Fair Market Value” shall mean, as of any date of determination, with respect to any Common Stock, (x) if there is a Qualified Public Market (as defined below) for such Common Stock, the value per share determined pursuant to clause (i) or (ii) below of this definition or (y) if there is no such Qualified Public Market, the value determined pursuant to clause (iii) below of this definition:

(i)  if such Common Stock is listed or quoted on a national securities exchange or admitted to unlisted trading privileges on such an exchange, the average last reported sale price (as reported in TheWall Street Journal) of a share of such Common Stock over the 21 trading day period immediately prior to the date of determination or if no such sale is made on any such day, the mean of the closing bid and asked prices for such Common Stock on such day on such exchange; or

(ii) if such Common Stock is not so listed or admitted to unlisted trading privileges, the average mean of the last bid and asked prices reported for a share of such Common Stock over the 21 trading day period immediately prior to the date of determination (A) by the National Association of Securities Dealers Automatic Quotation System or (B) if reports are unavailable under clause (A) above by the National Quotation Bureau Incorporated; or

(iii) if such Common Stock is not so listed or admitted to unlisted trading privileges and bid and asked prices are not so reported, then the Company shall give prompt written notice to the Holder of the need to determine the Fair Market Value of such Common Stock, as well as a statement of the fair market value of such Common Stock determined by the Board of Directors of the Company. In such event, the Fair Market Value of such Common Stock shall be the fair market value per share agreed to by the Board of Directors of the Company and the Holder; provided< /EM>, however, if no such agreement is reached within thirty (30) days of the date on which the event for which the Fair Market Value is required to be determined occurs, then the Fair Market Value shall be determined as follows: the Company and the Holder shall each designate promptly in a written notice to the other its determina-tion of the fair market value of such Common Stock as of the applicable reference date, and the Fair Market Value of such Common Stock as of the applicable reference date shall then be determined by a nationally recognized independent appraiser (the “Independent Financial Expert”) selected by the Holder from a group of three appraisers chosen by the Company (with whom the Company does not have an existing business relationship) and the Holder assuming an arm’s-length private sale between a willing buyer and a willing seller, neither acting under compulsion. The determination by the Independent Financial Expert of the Fair Market Value shall be final and binding on the Company and the Holder. The costs and expenses of any such Independent Financial Expert making such valuation shall be paid by the Company, except that such expenses shall be borne solely by the Holder to the extent that the Independent Financial Expert concludes that the valuation of such Common Stock made by the Board of Directors of the Company is within ten percent (10%) of the Fair Market Value.

  (ii)     “QualifiedPublicMarket” shall mean with respect to the Common Stock of the Company, an active trading market on a national securities exchange or over-the-counter market which consists of such publicly held Common Stock in the Company, with a minimum market value of $10,000,000 for such Common Stock. A “Qualified Public Market” shall be deemed to exist if the financial parameters set forth in the immediately preceding sentence have been met for the Common Stock for a period of 21 consecutive days.

(d) Issuance of Certificates.  The Warrant Shares so purchased shall be deemed to be issued to the Holder, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Election Agreement shall have been delivered, and payment of the Total Purchase Price shall have been made as set forth above. Certificates for the Warrant Shares so purchased, with the legend specified in Subsection 10(f) hereof, shall be delivered to the Holder within a reasonable time, not to exceed three (3) business days after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Holder and shall be registered in the name of the Holder. If this Warrant should be exercised in part only, the Company shall, upon surrender of this Warrant, execute and deliver a new Warrant evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares issuable hereunder.

4. Certain Agreements of the Company.  The Company hereby covenants and agrees as follows:

(a) Shares to be Fully Paid.  All Warrant Shares will, upon issuance in accordance with the terms of this Warrant, be validly issued, fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof.

(b) Reservation of Shares.  During the Exercise Period, the Company shall at all times have authorized, and reserved for the purpose of issuance upon exercise of this Warrant, a sufficient number of shares of Common Stock to provide for the exercise of this Warrant.

(c) Successors and Assigns.  This Warrant will be binding upon any entity succeeding to the Company by merger, consolidation or acquisition of all or substantially all of the Company’s assets.

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5. Adjustment to the Number of Warrant Shares.  During the Exercise Period, the number of Warrant Shares and the Exercise Price shall be subject to adjustment from time to time as provided in this Section 5.

(a) Subdivision or Combination of Common Stock.  During the Exercise Period, if the Company subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise) any shares of Common Stock into a greater number of shares or combines (by any reverse stock split, recapitalization, reorganization, reclassification or otherwise) any shares of Common Stock into a smaller number of shares, then, af ter the date of record for effecting such subdivision or combination, the number of shares of Common Stock issuable upon exercise of this Warrant shall be proportionally increased (in the case of a subdivision) or decreased (in the case of a combination) so that the percentage of Warrant Shares, after the subdivision or combination, of the total number of shares of Common Stock outstanding will be equal to the percentage of Warrant Shares, immediately prior to such subdivision or combination, of the total number of shares of Common Stock outstanding immediately prior to such subdivision or combination. In addition, the Exercise Price shall be proportionally decreased (in the case of a subdivision) or increased (in the case of a combination) to appropriately reflect such subdivision or combination.

(b) Consolidation, Merger or Sale.  During the Exercise Period, in case of any consolidation of the Company with, or merger of the Company into any other corporation, or in case of any sale or conveyance of all or substantially all of the assets of the Company other than in connection with a plan of complete liquidation of the Company, then as a condition of such consolidation, merger or sale or conveyance, adequate provision will be made whereby the Holder of this Warrant will have the right to acquire and receive upon exe rcise of this Warrant in lieu of the shares of Common Stock immediately theretofore acquirable upon the exercise of this Warrant, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for the number of shares of Common Stock immediately theretofore acquirable and receivable upon exercise of this Warrant had such consolidation, merger or sale or conveyance taken place. In any such case, the Company will make appropriate provision to insure that the provisions of this Section 5 will thereafter be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise of this Warrant.

(c) Notice of Adjustment.  Upon the occurrence of any event that requires any adjustment of the number of Warrant Shares and Exercise Price, then, and in each such case, the Company shall give notice thereof to the Holder, which notice shall state the increase or decrease in the number of Warrant Shares purchasable and Exercise Price, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

 6.No Fractional Shares. No fractional shares of Common Stock are to be issued upon the exercise of this Warrant. In lieu of delivering any fractional shares to which the Holder would oth erwise be entitled, the number of shares of Common Stock shall be rounded to the nearest whole number.

 7. Issue Tax.  The issuance of certificates for Warrant Shares upon the exercise of this Warrant shall be made without charge to the Holder of such shares for any issuance tax or other costs in respect thereof.

 8. No Rights or Liabilities as a Stockholder.  This Warrant shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. No provision of this Warrant, in the absence of affirmative action by the Holder to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of such Holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

 9. Investment Representations.  Delta, as the initial Holder of this Warrant, represents to the Company that (a) Delta is acquiring this Warrant for its own account, for investment purposes and not with a view to the distribution thereof, and (b) Delta is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act).

 10.Transfer and Replacement of Warrant.

(a) Restriction on Transfer.  This Warrant and the rights granted to the Holder are transferable, in whole or in part, upon surrender of this Warrant, together with a properly executed assignment in the form attached hereto, at the office of the Company referred to in Section 11 below; provided, that any transfer or assignment shall be subject to the conditions set forth in Subsection 10(e). Until due presentment for registration of transfer on the books of the Company, the Company may treat the registered Holder as the owner and Holder of this Warrant for all purposes, and the Company shall not be affected by any notice to the contrary.

(b) Replacement of Warrant.  Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft, or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company, or, in the case of any such mutilation, upon surrender and cancellation of this Warrant, the Company, at its expense, will execute and deliver, in lieu thereof, a new Warrant of like tenor.

(c) Cancellation; Payment of Expenses.  Upon the surrender of this Warrant in connection with any transfer or replacement as provided in this Section 10, this Warrant shall be promptly canceled by the Company. The Company shall pay all taxes and all other expenses (other than legal expenses, if any, incurred by the Hold er) in connection with the preparation, execution, and delivery of Warrants pursuant to this Section 10.

(d) Register.  The Company shall maintain, at its principal executive offices (or such other office of the Company as it may designate by notice to the Holder), a register for this Warrant, in which the Company shall record the name and address of the person or business entity in whose name this Warrant has been issued, as well as the name and address of each transferee and each prior owner of this Warrant.

(e) Exercise or Transfer Without Registration.  If, at the time of the surrender of this Warrant in connection with any exercise, transfer, or exchange of this Warrant, this Warrant (or in the case of any exercise, the Warrant Shares issuable hereunder) shall not be registered under the Securities Act, and under applicable state securities or blue sky laws, the Company may require, as a condition of allowing such exercise, transfer, or exchange (i) that the Holder or transferee of this Warrant, as the case may be, furnish t o the Company a written opinion of counsel, which opinion and counsel shall be reasonably acceptable to the Company, to the effect that such exercise, transfer or exchange may be made without registration under the Securities Act and under applicable state securities or blue sky laws, and (ii) that the Holder or transferee execute and deliver to the Company an investment intent representation letter in form and substance acceptable to the Company. Notwithstanding anything in this Subsection 10(e) to the contrary, the Holder may transfer this Warrant to any affiliate of the Holder without compliance with clause (i) of this Subsection 10(e).

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(f) Legends.

(i) This Warrant (and each new or replacement Warrant issued in accordance with the terms hereof), unless and until such time as the same is no longer required under the applicable requirements of the Securities Act, or any applicable state securities laws, shall bear the following legend:

“NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION THEREFROM UNDER THE PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

(ii)Each certificate or instrument (if any) representing any Warrant Shares issued upon the exercise of this Warrant (and each certificate or instrument representing any Warrant Shares issued to transferees of this Warrant or such certificate or instrument), unless and until such time as the same is no longer required under the applicable requirements of the Securities Act, or any applicable state securities laws, shall bear substantially the following legend:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”

11. Notices. All notices, requests and other communications required or permitted to be given or delivered hereunder to the Holder of this Warrant shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed, to su ch Holder at the address shown for such Holder on the books of the Company, or at such other address as shall have been furnished to the Company by notice from such Holder. All notices, requests, and other communications required or permitted to be given or delivered hereunder to the Company shall be in writing, and shall be personally delivered, or shall be sent by certified or registered mail or by recognized overnight mail courier, postage prepaid and addressed to the office of the Company at 8909 Purdue Road, Suite 300, Indianapolis, IN 46268, Attention: President, or at such other address as shall have been furnished to the Holder of this Warrant by notice from the Company. Any such notice, request or other communication may be sent by facsimile, but shall in such case be subsequently confirmed by a writing personally delivered or sent by certified or registered mail or by recognized overnight mail courier as provided above. All notices, requests and other communications shall be deemed to have been giv en either at the time of the receipt thereof by the person entitled to receive such notice at the address of such person for purposes of this Section 11 or, if mailed by registered or certified mail or with a recognized overnight mail courier upon deposit with the United States Post Office or such overnight mail courier, if postage is prepaid and the mailing is properly addressed, as the case may be.

12. Governing Law.THIS WARRANT SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

  13. Miscellaneous.

  (a) Amendments. This Warrant may only be amended by an instrument signed by the Company and the Holder.

  (b) Descriptive Headings. The descriptive headings of the several paragraphs of this Warrant are inserted for purposes of reference only, and shall not affect the meaning or construction of any of the provisions of this Warrant.

  (c) Severability and Savings Clause. If any one or more of the provisions contained in this Warrant is for any reason (i) objected to, contested or challenged by any court, government authority, agency, department, commission or instrumentality of the United States or any state or political subdivision thereof, or any securities industry self-regulatory organization (collectively, "Governmental Authority"), or (ii) held to be invalid, illegal or unenforceable in any respect, the Company and the Holder agree to negotiate in good faith to modify such objected to, contested, challenged, invalid, illegal or unenforceable provision. It is the intention of the Company and the Holder that there shall be substituted for such objected to, contested, challenged, invalid, illegal or unenforceable provision a provision as similar to such provision as may be possible and yet be acceptable to any objecting Governmental Authority and be valid, legal and enforceable. Further, should any provisions of this Warrant ever be reformed or rewritten by a judicial body, those provisions as rewritten will be binding, but only in that jurisdiction, on the Holder and the Company as if contained in the original Warrant. The invalidity, illegality or unenforceability of any one or more provisions of this Warrant will not affect the validity and enfo rceability of any other provisions of this Warrant.

  (d) Counterparts. This Warrant may be executed in any number of counterparts, including by facsimile, and each of such counterparts shall for all purposes be deemed to be an original, and such counterparts shall together constitute but one and the same instrument.

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IN WITNESSWHEREOF, the parties hereto have caused this Warrant to be duly executed, as of the date first above written.

REPUBLIC AIRWAYS HOLDINGS INC.

By:                                   Name:        

     Title:

DELTA AIR LINES, INC.

By:        

                                                                              Name:

                                                                              Title

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[FORM OF ASSIGNMENT]

(To be executed by the registered Holder if

such Holder desires to transfer the Warrant)

FOR VALUE RECEIVED,        hereby sells, assigns and transfers unto

(Please print name, address and taxpayer identification number or social security number of transferee.)

the accompanying Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint:

attorney, to transfer the accompanying Warrant on the books of the Company, with full power of substitution. The transferee’s tax identification or social security number is  .

Dated:   , 20.

         [HOLDER]

         By:      &nbs p;             

                                                                                          Name:            < /FONT> 

         Title: &nbs p;        

  NOTICE

The signature to the foregoing Assignment must correspond to the name as written upon the face of the accompanying Warrant or any prior assignment thereof in every particular, without alteration or enlargement or any change whatsoever.

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[FORM OF ELECTION TO PURCHASE AGREEMENT]

(To be executed by the registered Holder if

such Holder desires to exercise the Warrant)

To:   :      

The undersigned hereby irrevocably elects (i) to purchase [insert number of shares in words] ([insert number of shares in numbers]) of the shares of common stock of Republic Airways Holdings Inc., $.001par value, (“ CommonStock”), pursuant to the provisions of Section 3(b)(i) of the accompanying warrant (the “Warrant”), and tenders herewith payment of the aggregate purchase price for such Warrant Shares in full; (ii) elects to exercise the Warrant for the purchase of [insert number of shares in words] ([insert number of shares in numbers]) of the shares of Common Stock pursuant to the provisions of Section 3(b)(ii) (the “cashless exercise” provision) of the attached Warrant; or (iii) elects to exercise this Warrant for the purchase of [insert number of shares in words] ([insert number of shares in numbers]) of the shares of Common Stock pursuant to the provisions of Section 3(b)(iii) (the “combination exercise” provision) of the attached Warrant. The undersigned requests that certificates for such shares of Common Stock be issued in the name of:

(Please print name and address.)

(Please insert social security or other identifying number.)

The undersigned hereby confirms and acknowledges that it is acquiring the shares of Common Stock solely for investment for its own account and not with a view to distribution, and it will not offer, sell or otherwise dispose of any such shares of Common Stock except in compliance with the Securities Act of 1933, as amended, or any applicable state securities laws.

If such number of shares of Common Stock shall not be all of the shares of Common Stock evidenced by the accompanying Warrant, the undersigned requests that a new Warrant for the balance remaining of such Warrant Shares shall be issued to, registered in the name of, and delivered to:

(Please print name and address.)

(Please insert social security or other identifying number.)

Dated:   ,  .  [HOLDER]

   By:      

Name:              

Title:       

    

NOTICE

The signature to the foregoing Election to Purchase Agreement must correspond to the name as written upon the face of the accompanying Warrant or any prior assignment thereof in every particular, without alteration or enlargement or any change whatsoever.

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