Exhibit 10.1 Stock Purchase agreement, dated as of March 16, 2007, by and between
      Republic airways Holdings Inc. and WexAir LLC.


     

    
      	
              Exhibit
                10.1

            


    

     

    STOCK
      PURCHASE AGREEMENT

     

    THIS
      STOCK PURCHASE AGREEMENT,
      dated
      as of March 16, 2007, by and between Republic Airways Holdings Inc., a Delaware
      corporation (the “Purchaser”),
      and
      WexAir LLC, a Delaware limited liability company (the “Stockholder”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the
      Stockholder is a stockholder of the Purchaser;

     

    WHEREAS,
      the
      Purchaser desires to purchase from the Stockholder, and the Stockholder desires
      to sell to the Purchaser, Two Million (2,000,000) shares of the Common Stock,
      par value $.001 per share, of the Purchaser (the “Shares”)
      at a
      price of $20.50 per share.

     

    NOW
      THEREFORE,
      in
      consideration of the mutual promises contained herein, the parties hereto agree
      as follows:

     

    1.  Purchase
      and Sale of the Shares and Purchase Price. On
      March
      16, 2007, the Stockholder hereby agrees to sell, assign, transfer and deliver
      to
      Purchaser, and Purchaser hereby agrees to purchase from the Stockholder, the
      Shares, at a price of $20.50 per share (the “Transaction”).
      The
      Stockholder represents and warrants that the Stockholder is the sole beneficial
      owner of the Shares, and agrees that the Shares shall be transferred to the
      Purchaser free and clear of all mortgages, pledges, security interests, claims,
      liens, charges or other encumbrances of any kind.

     

    2.  Settlement.
      Settlement of the Transaction shall occur on or before March 21, 2007, at which
      time (x) the Purchaser shall pay by wire transfer to such account as is
      specified by the Stockholder the amount of Forty One Million Dollars
      ($41,000,000) and (y) the Stockholder shall deliver to the Purchaser the share
      certificates representing the Shares, appropriately endorsed for
      transfer.

     

    3.  Applicable
      Law.
      This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of New York, other than the conflicts of laws principles
      thereof.

     

    4.  Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, but all of which, taken together, shall constitute one
      agreement.

     

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    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Stock Purchase Agreement on the day and year
      first written above.

     

     

     

    
      	 	 	 
	 	REPUBLIC
              AIRWAYS HOLDINGS INC.
	 
 	 
 	 
 
	 	By:  	/s/ Bryan
              K.
              Bedford
	 	
              
Name:
              Bryan K. Bedford
	 	Title:
              President and Chief Executive
              Officer 


    

     

    
      	 	 	 
	 	WEXAIR
              LLC
	 
 	 
 	 
 
	 	By:  	/s/ Robert
              Holtz
	 	
              
Name:
              Robert Holtz
	 	Title:
              Vice President