BEFORETHEU.S.DEPARTMENTOFTRANSPORTATIONOFFICEOFTHESECRETARYWASHINGTON,D.C.ApplicationofAEGEANAIRLINESSOCIETEANONYMEd/b/aAEGEANAIRLINESS.A.forstatementofauthorizationpursuantto14C.F.R.Part212DocketDOT-OST-2010-0132APPLICATIONOFAEGEANAIRLINESSOCIETEANONYMEdfb/aAEGEANAIRLINESS.A.TOAMENDSTATEMENTOFAUTHORIZATIONCommunicationswithrespecttothisdocumentshouldbesentto:AndrewJ.HarakasDanielE.Cone!!Clyde&CoUSLLP405LexingtonAvenueNewYork,NewYork10174Phone212.710.3920Fax212.702.4620andrew.harakasclvdeco.usJanuary31,2012daniel.corre[V4cIydeco.usCounselforAegeanAirlinesSocieteAnonymedlb/aAegeanAirlinesS.A.NOTICE:AegeanAirlinesS.A.requestsexpeditedtreatmentofthisApplicationandwillpolltheU.S.carrierrepresentativesontheattachedservice!istandadvisetheDepartmentoftheresults.655966v1BEFORETHEU.S.BEFORETHEU.S.DEPARTMENTOFTRANSPORTATIONOFFICEOFTHESECRETARYWASHINGTON,D.C.ApplicationofAEGEANAIRLINESSOCIETEANONYMEd/b/aAEGEANAIRLINESS.A.DocketDOT-OST-20l0-0132forstatementofauthorizationpursuantto14C.F.R.Part212APPLICATIONOFAEGEANAIRLINESSOCIETEANONYMEdlb/aAEGEANAIRLINESS.A.TOAMENDSTATEMENTOFAUTHORIZATIONAegeanAirlines1appliestoamenditsblanketstatementofauthorization,grantedonJune23,2010inDocketDOT-OST-2010-0132,whichallowsAegeanAirlinestoengageincodeshareserviceswithContinentalonflights:(1)betweenanypointorpointsintheUnitedStatesandanypointorpointsinanyEuropeanUnion(EU)MemberState(eithernonstoporviaintermediateOpenSkiespoints);(2)betweenanypointorpointsintheU.S.andanyotherpointorpointsintheEuropeanCommonAviationAreawhereanOpenSkiesagreementisbeingapplied;(3)betweenU.S.points;(4)betweenEUpoints;(5)beyondEUtoanypointorpoints;and(6)beyondtheU.S.toanypointorpoints2,tosubstitutecodeshareservicesbyAegeanAirlineswithUnitedforthosewithContinental.Thisone-for-onesubstitutionisnecessarybecauseUnitedandContinentalaretransitioningtoasinglepassengerservicesystemandwillICommonnamesareusedforairlines.2SeeDepartmentActiononApplicationdatedJune23,2010intheDocketDOT-OST-2010-0132.1permitAegeanAirlinestocontinueitsvaluablecodeshareservicesfollowingthetransition.3AegeanAirlinesstatesasfollowsinsupportofitsapplication:I.TheDepartmentgrantedAegeanAirlinesablanketstatementofauthorizationinDocketDOT-OST-2010-0132toengageincodeshareserviceswithContinentalconsistentwiththeUnitedStates-EuropeanUnionOpenSkiesAgreement.ContinentalandUnitedaretransitioningtoasinglepassengerservicesystemaspartoftheirmerger,andAegeanAirlinesrequestsauthoritytodisplayUnited’sUA4codeinplaceoftheC0codefollowingthetransition.Suchcodeshareservicesareinthepublicinterestandwill“give[UnitedandAegeanAirlinesjflexibilitytomeetmarketplacedemandsand...enablethemtomaximizetherightsavailableunder...open-skiesagreement[s],”astheDepartmenthasconcludedinapprovingotherblanketcodeshareapplications.4TheUnited/AegeanAirlinesinitialcodesharenoticeappearsinAnnexA.2.AegeanrequestsablanketstatementofauthorizationtoimplementitsproposedcodeshareserviceandnotifiestheDepartmentthat,upongrantofthisapplication,itintendstoprovideopenskiescodeshareserviceswithUnitedinthemarketslistedonAnnexAinaccordancewiththeDepartment’sNoticeIntheMatterofBlanketNotificationofCode-ShareServicetoOpen-SkiesPartnersandPointsdatedFebruary9,2009(“BlanketCodeshareNotice”).3.AegeanAirlinesseeksanamendmenttoitsexistingstatementofauthorizationinDocketDOT-OST-20l0-0132permittingAegeanAirlinestodisplaytheUAtcodeonAegeanAirlinesflightsinconjunctionwithforeignairtransportationofpersons,propertyandmail:(i)betweenanypointorpointsintheUnitedStatesandanypointorpointsintheEuropeanUnionAredactedcopyofthecodeshareagreementbetweenUnitedandAegeanAirlinesisattachedtothisapplicationatAnnexB.SeeOrder1998-4-8at3.2(onanonstopbasisandonroutingsviaintermediateopen-skiespoints);(ii)betweenanypointorpointsintheU.S.andanyotherpointorpointsintheEuropeanCommonAviationAreawhereanopen-skiesagreementisbeingapplied;(iii)betweenU.S.points;(iv)betweenEUpoints;(v)beyondtheEUtoanypointorpoints;and(vi)beyondtheU.S.toanypointorpoints.4.AegeanAirlinesalreadyholdsblanketunderlyingeconomicauthoritytoconductoperationsandoffercodeshareserviceonopenskiesroutesaswellasonroutesforwhichitholdsspecificauthority.55.ThecodeshareauthorityrequestedhasbeengrantedtonumerouscodesharepartnershipsinvolvingU.S.andforeignairlines.66.UnitedandAegeanAirlineswillnotifytheDepartmentnolaterthan30daysbeforecommencinganycodeshareservicestonon-open-skiespointsnotspecifiedintheircertificate,permitorexemptionauthority,andtheyaccepttheDepartment’sstandardconditionsonlimited-entrythird-countrycodeshareservices.7UnitedandAegeanAirlineswillconducttheircodesharingactivitiesincompliancewithPart257oftheDepartment’sregulationsandanyAegeanAirlinesholdsU.S.-EU-beyondopenskiesauthoritypursuanttoitsforeignaircarrierpermit,issuedbyOrder2010-9-19.PursuanttoOrder2011-3-14,Continental’sstatementofauthorizationforblanketcodeshareauthoritytodisplayAegean’sA3*designatorcodeonflightsoperatedbyContinental:(a)betweenanypointorpointsintheUnitedStatesandanypointorpointsinanyEuropeanUnion(“EU”)MemberState(eithernonstoporviaintermediateOpenSkiespoints);(b)betweenanypointorpointsintheU.S.andanyotherpointorpointsintheEuropeanCommonAviationAreawhereanOpenSkiesagreementisbeingapplied;(c)betweenU.S.points;(d)betweenEUpoints;(e)beyondtheEUtoanypointorpoints;and(f)beyondtheU.S.toanypointorpointsaswellasContinental’sblanketcode-shareexemptionauthorityinDocketDOT-OST-2005-20122tocodesharewithAegeanandothercarrierspursuanttoblanketcodesharingstatementsofauthorizationpreviouslyapprovedbytheDepartmentwereamendedandreissuedinthenameof“ContinentalAirlines,Inc.and/orUnitedAirLines,Inc.”Accordingly,UnitedalreadyholdstheauthoritytodisplayAegean’sA3tdesignatorcodeonsuchflights.6E.g.,NoticeofActionTakeninDocketsDOT-OST-2004-19148andDOT-OST-2010-0024,datedMarch2,2010(United/BrusselsAirlines);StatementofAuthorization93-394,datedAugust6,1998(Delta/Korean).SeeBlanketCodeshareNotice,at2n.4;andOrder2003-5-33,Appendix4.3otherapplicableconditions,rulesandregulations.ThecodesharingauthorityrequestedherewillhavenoimpactonUnited’sCivilReserveAirFleetcommitments.ContinentalpreviouslyconductedasafetyauditofAegeanAirlinesundertheDepartment’sCode-ShareSafetyAuditProgramandtheFAAhasfoundtheauditacceptable.(SeeNoticeofActionTakeninDocketsDOT-OST-2010-0l32andDOT-OST-2005-20122).WHEREFORE,AegeanAirlinesurgestheDepartmenttograntitsapplicationtoamenditsexistingblanketstatementofauthorizationinDocketDOT-OST-2010-0132authorizingitsproposedcodeshareservicesandsuchfurtherreliefastheDepartmentmaydeemappropriateassoonaspossible.Toexpediteactiononthisapplication,Aegeanwillpoi1U.S.carriersservedandinformtheDepartmentoftheresults.Respectfullysubmitted,CLYDE&COUSLLPAndrewJ.HarakDanielE.Correll405LexingtonAvenueNewYork,NewYork10174Phone212.710.3920Fax212.702.4620andrew.harakasclydeco.usdaniel.correllclydeco.usCounselforAegeanAirlinesSocieteAnonymedlb/aAegeanAirlinesS.A.Dated:January31,20124ANNEXAINITIALCODESHARENOTICEUnitedandAegeanAirlinesplantobegincodesharingonopen-skiesroutesnoearlierthan30daysafterthedateofthisApplication.ANNEXB011

EXECUTIVE VERSION- 10/01/11 c14 cmtct I8ect CODESHARE AGREEMENT Between AEGEAN AIRLINES

SA And UNITED AIR LINES, INC. 01 October2011 Page

I of 37EXECUTIVE VERSION- 10/01/Il TABLE OF CONTENTS 1. DEFINITIONS

4 2. CODESHARE SERVICE

4 3. IMPLEMENTATION EXPENSES

6 4. INVENTORY CONTROL AND PROCEDURES

7 5. MARKETING
AND PRODUCT DISPLAY

9 6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT

10 7. FACILITIES

12 8. TRAINING

12 9. SECURITY

12 10. SAFETY AND MAINTENANCE

13 II. FREE AND REDUCED RATE TRANSPORTATION

14 12. EXCLUSIVITY

15 13. OTHER MARKETING PROGRAMS

IS 14. TRADEMARKS
AND CORPORATE IDENTIFICATION

15 15. REPRESENTATIONS

AND WARRANTIES

17 16, GOVERNMENTAL APPROVALS

18 17. TERM

18 18. INDEMNIFICATION

21 19. INSURANCE

24 20. TAXES

25 21. FORCE MAJEURE

27 22. GOVERNING LAW AND DISPUTE RESOLUTION

28 23, COVENANT

TO COMPLY WITH ALL LAWS

31 24. PUBLICITY

3! 25. CONFIDENTIALITY

31 26. ASSIGNMENT

32 27. SEVERABILITY

32 28. FURTHER ASSURANCES

33 29. MISCELLANEOUS

33 30. NOTICES

35 31. IMPLEMENTATION

36 Page

2 of 37EXECUTIVE VERSION- 10/0 I/Il ANNEX

A DEFrNITr0Ns B INITIAL CODESHARE ROUTES C PRE-APPROVED AFFILIATES AND REGIONAL CARRIERS D TECI-JINCAL IMPLEMENTATION

AND SYSTEM LINKS Page

3 of 37EXECUTIVE VERSION- 10/01/Il CODESIIARE AGREEMENT This CODESHARE AGREEMENT

(this “Agreement”),
dated
as of 01 October 20)1,

is between United Air Lines, Inc. (“United”),

a corporation organized under the laws of the State of Delaware, United States of America, having

its principal place of business

at 77W Wacker Dr, Chicago,

IL 60601 QUA”), and Aegean Airlines
SA (“Aegean”),

a company organized under the laws of Greece, having
its principal office

at 31 Viltanioti
Sir, 14564 Kifissia, Athens, Greece. in consideration

of the mutual covenants
and promises

in this Agreement, United and Aegean hereby agree
as follows: DEFINJTIONS 1.1 Terms with their initial letiers capitaHzed shall have the meanings ascribed

to them

in Annex

A of this Agreement

or where they are elsewhere defined herein (including

the Annexes hereto). Such ascribed meanings shall be equally applicable

to both the singular and plural forms of such terms. United and Aegean may each be referred

to as a “Party” and may collectively

be referred

to as the “Parties”. 1.2 The Parties agree that accepted industry procedures
and agreements relating

to the interlining

of passengers
and baggage, including those set forth
in JATA Resolution
780 Interline Traffic Agreement— Passenger

for all international carriage shall apply
to the provision

of air transport and the related transactions contemplated

by this Agreement, except

to the extent that they are inconsistent

or conflict with the terms
of this Agreement. 2. CODESHARE SERVICE 2.1 The Parties shall mutually designate certain flights
on which the Parties shall place their respective Codes (each,

a “Codeshared Flight”), which may include flights operated

by their Affiliates, serving the city-pairs (each city-pair,

a “Codeshared Route”) identified in writing
by the Parties from time
to time without formally amending
this Agreement and benefit

to be part of the Agreement.
The initial list of Codeshared Routes
on which the Panics and their Affiliates may codeshare

is attached hereto

as Annex

B. 2.2 The Operating Carrier
for each Codeshared Flight shall provide

to the Codeshared Passengers,

at a minimum,

the same standard

of customer service

as it provides

to its own passengers traveling

in the same class of service, which standard shall,
in any event,
be reasonably

in accordance with the standards

of customer service established

by the Marketing Carrier for the comparable class of service
on its flights. Minimum customer service standards, general passenger service procedures,
and policies for the Codeshared Flights, including baggage services, will be developed

by the Parties during the codeshare implementation. 2.3 The Parties shall use commercially reasonable efforts

to coordinate their service schedules

to maximize

the convenience,

and minimize
the waiting time of passengers making connections between
the Codeshared Flights and other flights operated

by the Panics; provided, however, that neither Party

is obligated

to operate specific flights
or Page

4 of 37EXECUTIVE VERSION- 10/01/11 service schedules and each Party retains the right
to determine
the service schedules

of its own flights. 2.4 The Parties may add Codeshared Flights,

as may be mutually agreed, without formally amending
this Agreement. Either Party may,
in its sole discretion, discontinue
any or all Codeshared Flights without formally amending
this agreement.

In the event of such discontinuation

or removal,
the Party
so discontinuing

or removing,

as applicable, shall noti& the other Party
as soon as reasonably possible and such other Party’ shall cooperate in publishing

the resulting changes

to affected Codeshared Flights

in the Airline Guides, CRSs, Reservations Systems, and other sources
of airline schedule information. 2.5 Unless otherwise agreed
by the Parties during the codeshare implementation,

in the event of any flight cancellation

or other schedule irregularity, involuntary rerouting

or denied boarding

by the Operating Carrier with respect

to
a Codeshared Flight, the Operating Carrier shall: (a) ensure that all passengers shall be handled

in accordance with the same policies and procedures

to avoid any discrimination against

a Codeshared Passenger; (b)

at its own cost and expense (except

to the extent such irregularity, involuntary rerouting

or denied boarding

is caused
by the Marketing Carrier), accommodate and t or pay denied boarding compensation

or otherwise compensate Codeshared Passengers,

in the same manner

as its own passengers;
and (c) notify the Marketing Carrier

as established during the codeshare implementation. 2,6 With respect

to Codeshare Passengers

for matters between
the passenger
and the Marketing Carrier, the Conditions

of Carriage

of the Marketing Carrier shall be deemed to govern the transportation

of Codeshare Passengers

on Codeshare Flights.
As between the Carriers,
the Conditions

of Carriage

of the Operating Carrier shall govern the transportation

of Codeshare Passengers

on Codeshare Flights. Prior

to the implementation

of Codesharing,

the Carriers will use commercially reasonable efforts

to identify any material discrepancies between their respective Conditions

of Carriage and use commercially reasonable efforts

to develop procedures

to minimize potential service inconvenience

or disruption

to Codeshare Passengers
due to such discrepancies.

For the avoidance

of doubt, each Carrier’s operations
will be conducted

in accordance with its own Conditions

of Carriage and neither Carrier shall be obligated

to change

its Conditions

of Carriage pursuant

to this Agreement. Notwithstanding anything

in this Section 2.6, the liability
of the Parties

to each other with respect

to passenger claims shall be governed

by Sections

18 and 19. 2.7 The Operating Carrier shall ensure that each Codeshared Flight operated

by
it shall be operated under
its operating certificate.

In the event that the Operating Carrier intends

to substitute

for

a Codeshared Flight
an aircraft that will be operated under the operating certificate

of
a third-party

the Operating Carrier must provide the Marketing Carrier with prior written notice
of its intention, Such notice shall be provided

to the Marketing Carrier

as soon
as practicable after the Operating Carrier makes
its decision regarding
the aircraft substitution.
The Marketing Carrier shalt except where the aircraft

is operated by an Affiliate

or Regional Carrier
of the Operating Carrier identified

on Annex

C hereto, have the right, should

it elect
to do so, to (i) accommodate

its passengers

on the substitute aircraft,

or (ii) remove

its Code from the Codeshared Flight, and reaccommodate

its Page

5 of 37EXECUTIVE VERSION- 10/01/IlCodesharedPassengersticketedfortravelonsuch Codeshared Flighttoanotherflight.TheOperatingCarriershallreimbursetheMarketingCarrierforallcostsofsuchreaccommodation,including(i)anyadditionalcostsincurredtoreaccommodatetheCodesharedPassengeronathird-partycarrieracceptabletotheMarketingCarrier,onthesamerouteorwitharoutingthatduplicatesascloselyaspracticable,theCodesharedPassenger’soriginalrouting,inthesameclassofserviceifavailable,orifnot,inahigherclassolservice,and(ii)anyreasonablehotel,meal,andotherincidentalcostsassociatedwiththereaccotnmodation.2.8ThePartiesagreetocomplywiththeTechnicalImplementationandSystemLinksrequirementssetforthinAnnexDhereto,3.IMPLEMENTATIONEXPENSES3.1EachPartyshallbearitsowncostsandexpensesofperformanceunderthisAgreement,including,withoutlimitation,costsandexpensesassociatedwiththefollowing,unlessotherwiseagreedinwritingbetweentheParties:(a)anysystemstosupporttheautomationofproceduresandsettlementrelatingtotheCodesharedFlights(e.g.,PNRexchange,yieldmanagement,revenueaccounting,etc.),includingroutinemaintenancethereof;and(b)roadside,exterior,check-in,concourse,gateandbaggageservicesigageplacedatairportsandcityticketofficesinlocationsservedbytheCodeshareFlightsinordertofacilitatetravelontheCodeshareFlights.3.2EachPartyshallretainallright,titleandinterestinsystems,software,signage,equipmentandfacilitiesfbndedbyit.OwnershipofjointlyftndeditemsshallbedeterminedbythePartiesinadvanceofeachspecificproject.4.INVENTORYCONTROLANDPROCEDURES4.ISubjecttotherightsofeachPartytomanageitsseatinventory,includingtheseatinventoryontheoperationalflightsofanyotherairline(s)thatthePartyhasaccesstounderacapacitypurchaseagreement,thePartiesagreetousecommerciallyreasonableeffortstopursuethebestsolutiontomaximizerevenue,maintaintheintegrityoftheOperatingCarrier’sinventorysystemandnotcompromisetheMarketingCarrier’sabilitytosellitsproduct.Accordingly,thePartiesagreetoimplementthefollowinginitiativespriortotheimplementationofCodesharing:(a)establishSeamlessAvailabilityandDirectSelllinksbetweentheirrespectiveARSs,(b)usecommerciallyreasonableeffortstopursuethedevelopmentrequiredfortheMarketingCarriertoCascadethirdpartyCRSDirectAccessAvailability,SeamlessAvailabilityandDirectSellrequeststotheOperatingCarrier,whichwillincludeSoldAsInformationandPointOfSaledataasisavailabletotheMarketingCarrierinamannertobemutuallyagreedbytheParties,(c)establishtheabilitytomakeadvanceseatassignmentsoneachother’sflights.EachofthePartiesfurtheragreestoexpendsuchamountsasmaybereasonablyPage6 of 37EXECUTIVE VERSION- 10/01/Il required

on mutually agreed systems development.

To the extent the Parties disagree about which Party’s system should
be modified

to make

it more compatible with the other Party’s system, the Parties agree

to continue

to work together

to use commercially reasonable efforts

to modii5’ their systems. Detailed procedures

for implementing

and maintaining
seat inventory access will be developed

by the Panics during the codeshare implementation. 4.2 The Operating Carrier will, subject

to the remaining provisions

of this paragraph
and Section 4.1, determine, independently

and at its sole discretion,

the number
of seats on its flights (including flights

it operates

as Codeshare Flights) that will be made available

by it in
a particular reservation booking designator provided that the Operating Carrier does not discriminate against the Marketing Carrier vis

a vis other air carriers with respect

to inventory access. With respect

to inventory management

on the Codeshare Flights, the Parties acknowledge

and agree that the Operating Carrier will manage

its seat inventories in
a manner that provides

an incentive
for the Marketing Carrier

to sell the inventory

of the Operating Carrier and for the Operating Carrier

to accept the inventory requests

of the Marketing Carrier without subjecting

the Operating Carrier

to disproportionate

risk of revenue dilution and while preserving

for the Operating Carrier the integrity

of its inventory management system

in order for the Operating Carrier

to maximize

its profitability. 4.3 This Section 4.3 shall govern the published fares and fare rules, including carrier imposed surcharges
and commissions applicable thereto,
of the Marketing Carrier offered

on Codeshared Flights

as follows: (a) For routes served
by only one Party,
or its Affiliates,
the Marketing Carrier will file the fares and reasonably comparable

(as determined

by the Operating Carrier) fare rules
as those filed by the Operating Carrier for such route. (I,) For routes served
by both Parties

or their Affiliates,

on both

a non-stop

or both

a connecting basis, the Marketing Carrier will file either those fares and fare rules filed for its own flights
on such route
or those fares and reasonably comparable (as determined

by the Operating Carrier) fare rules
as those filed by the Operating Carrier
on such route,

at its sole discretion. (c) For routes where one Party,
or its Affiliates, offers non-stop service and the other Party,
or its Affiliates, offers connecting service, the Marketing Carrier

on the non-stop service for such route will file the fares and reasonably comparable

(as determined

by the Operating Carrier) fare rules
as those filed by the Operating Carrier

on the non-stop service for such route and the Marketing Carrier
on the connecting service for such route will file either those fares and fare rules filed for its non-stop service
on such route
or those fares and reasonably comparable (as determined

by the Operating Carrier) fare rules
as those filed by the Operating Carrier
on the connecting service
on such route,

at its sole discretion. (d) The Marketing Carrier will cause
its agents and distributors

to sell Codeshared Flights operated

by the Operating Carrier

in
a manner that

is consistent with the requirements

of Section 4.3(a), (b) and (c). Page

7 of 37EXECUTIVEVERSION-10/01/11(e)AMarketingCarrierwillnotbeinbreachoftherulessetforthinSection4.3(a),(b),(c)or(d)ifitisincompliancewithsuchruleswithinjoursaftertheapplicablefareorfareruleispublishedbytheOperatingCarrier. (0IntheeventoftheMarketingCarrier’sbreachofSection4.3(a),(b),(c)or(d),theOperatingCarriershallhavetheright,initssolediscretion,afterpriorwrittennoticetotheMarketingCarrier,torestrictorclosetheinventoryaccessoftheMarketingCarrierortemporarilyremovetheCodeoftheMarketingCarrierfromtheflight(s)inquestion.(g)NothinginthisAgreementshallpreventtheOperatingCarrierfromunilaterallyestablishingitsownfaresandfarerulesforflightsoperatedbyitortheMarketingCarrierfrom(i)initiatingandoperatingitsownserviceinanyoriginanddestinationcitypairatanytime;or(ii)offeringanyfare(s),discount(s)orrebate(s)ofanykindforinterlineitinerariesvalidonairlines,otherthanUnitedorAegean,onanyoriginanddestinationcitypair.(h)InimplementingtherulesestablishedbythisSection4.3, there will be nodiscussionbetweenthePartiesconcerningfaresandfarerules.TheMarketingCarrierwilldeterminefaresandfarerulesoftheOperatingCarrierbyobservingpublishedtariffs.AnycommunicationconcerningthisSectionwillbeundertakenbytheParties’legaldepartments.ForpurposesofthisSection,routemeanstheexactairporttoairportoriginanddestination.EachPartyshallestablishfaresandrates,subjecttothe provisions

of theapplicableairtransportagreementsbetweentheUnitedStatesandGreece,ontheonehand,andthegovernmentsofanycountrytowhichthePartiesshallprovideservicepursuanttothisAgreement,ontheotherhand.5.MARKETINGANDPRODUCTDISPLAY5.1TheCodesharedFlightswillbemarketedandpromotedby the Marketing Carrier underitsCode.EachPartyshallensurethatitsrespectiveadvertisingandpromotionscomplywithallapplicablegovernmentallaws,rulesandregulationsofanyapplicableCompetentAuthority.TheMarketingCarriershallcomplywith14C.F.R.Parts257and258,andanyotherapplicablerulesregardingthedisclosureandholdingoutofCodesharedFlightsprovidedforhereininthejurisdictionwheresuchrulesapply.TheMarketingCarriershalldisclosetotheextentrequiredbyApplicableLawthroughindustry-approvedscheduleandsellingmechanisms,toconsumers,travelagentsandotherssellingtheCodesharedFlights,aswellasthroughanyadvertising,point-of-saledisclosures,andanyotherappropriatemeans,thateachCodesharedFlightisaflightofandoperatedbytheOperatingCarrier.Suchinformationshaltbegivenbeforeareservationismadeandinanyeventattheearliestreasonableopportunityandbeforethepassengerarrivesattheairport,inaccordancewithApplicableLaw.Inaddition,eachPartyshallusecommerciallyreasonableeffortstoimplementprocedurestodisclosetheOperatingCarrierandtheappropriatedepartureandarrivalterminalattheearliestpossibleopportunityandinparticularatthepointofsale.Page8of373EXECUTIVEVERSION-10/01/115.2TheMarketingCarriermayidenti’theCodesharedFlights,inaccordancewithApplicableLaw,inAirlineGuides,CRSs,ReservationsSystemsandothersourcesofairlinescheduleinformationusingtheMarketingCarrier’sCode.AnycostsincurredforthepublicationofMarketingFlightsorconnectionstoandfromsuchflightsinAirlineGuides,CRSs,ReservationSystemsandothersourcesofairlinescheduleinformationshallbebornebytheMarketingCarrier.EachPartyshallincludetheCodesharedFlightsinitsReservationsSystems.5.3UnlessotherwisespecifiedinAnnex13,theMarketingCarriershallfileitsstandardscheduledatafortheCodesharedFlightsinsuchCodesharedRouteusingthetrafficrestrictioncode“Y”or“0”(oranysuccessorcode),asdefinedintheJATAStandardSchedulesInformationManual,AppendixG,inordertosuppressthedisplayoftheMarketingCarrier’sCodesharedPlightsonCodesharedRoutes(i.e.,theMarketingCarrier’sCodesharedFlightsonsuchroutewillbelimitedtopassengersconnectingonlinetoanotherflightoperatedbytheMarketingCarrieroritsAffiliate)orasmutuallyagreedbytheParties.5.4Unlessotherwiseagreed,allinformationandadvertisingmaterialsproducedwiththeaimofpromotingtheCodesharedFlightsshallclearlyidentif’bothParties.AlljointadvertisingandpromotionoftheCodesharedFlightsshallbesubjecttoprioragreementbetweenthePartiesandthecostsofsuchjointadvertisingandpromotionshallbesharedbasedonprioragreement.5.5EachPartymayuseitsownflightnumberinreferencingtheCodesharedFlightsexceptthatonlytheOperatingCarrier’sflightnumbershallbeusedinactualflightoperations(e.g.,airtrafficcontrol).6.TRAFFICDOCUMENTISSUANCEANDFINANCIALSETTLEMENT6.1PassengertrafficdocumentsforuseontheCodesharedFlightsmaybeissuedbyeitherParty,orbythirdpartieswithwhomthePartiesfromtimetotimehaveinterlinetrafficagreements.6.2AllMarketingCarrierFlightCouponshonoredonCodesharedFlightsshallbeupliftedbytheOperatingCarrier,whichisresponsibleforprocessingandbillingofsuchdocumentsasfollows:(a)TheOperatingCarriershallbillupliftedcouponstotheTicketingCarrierusingthenormalinterlinesettlementprocessoftheIATAClearingHouse.SubjecttoSection6.2(b)and6.2(c),MarketingCarrierFlightCouponsshallbetreatedforprorationandbillingpurposesasiftheyshowedtheOperatingCarrier’sdesignatorCodeinthecarrierCodeboxoftheMarketingCarrierFlightCoupons.SuchMarketingCarrierFlightCouponswillbeproratedandbilledaccordingtotheSpecialProrateAgreementbetweentheOperatingCarrierandtheTicketingCarrier,or,intheabsenceofanapplicableSpecialProrateAgreement,inaccordancewiththeIATAProrateManual-Passenger(“IATAPMP”),asapplicable.UnlessotherwiseagreedintheSpecialProrateAgreementbetweentheOperatingCarrierandtheTicketingCarrier,theOperatingCarrierwillbeentitledtoitsproratedshareofanyapplicablesurchargecollectedbytheTicketingcarrierforaCodesharedFlight.ThePartieswilldiscussandworktofindamutuallyacceptableprocess,tobedefinedintheSpecialProratePage9of37EXECUTIVE VERSION- 10/01/11 Agreement,

so that the Operating Carrier can receive

its prorated share of the YQ (fuel) collected

by the Ticketing carder for

a Codeshared Flight (or any successor). (b)

If the Operating Carder does not have an interline traffic agreement with

a Ticketing Carrier that issued

a Marketing Carrier Ticket, and is unable

to obtain satisfactory settlement,

the Operating Carder may bill such coupon

to the Marketing Carder

as an exceptional
tern (i.e., via correspondence)

and such coupons shall be valued for billing and proration purposes

in accordance with the applicable bilateral agreement. Any bilateral agreement between
the Marketing Carrier arid Ticketing Carrier shall not apply
to the Codeshared Flights unless the Operating Carrier has given explicit agreement

to such application. (c)

If the Operating Carrier has an interline traffic agreement with

a Ticketing Carrier that issued

a Marketing Carder Ticket but
is unable

to obtain satisfactory settlement,

the Marketing Carrier shall assist the Operating Ca.rrier

in settling such account
but shall not be liable for any losses incurred due
to an unsatisfactory settlement. 6.3 The Carriers agree that for tickets sold by the Marketing Carrier
on Codeshare Flights, the Operating Carrier shall be responsible

for booking fees assessed

by any CRS vendors, including CRSs operated

by third parties and CRSs providing hosting services

to any of the Carriers. The Carriers will request the CRS vendors

to directly bill the Operating Carrier for such booking fees if feasible.

If such direct billing

is not feasible,
the Carriers shall bill each other monthly and shall provide documentation

that

is reasonably acceptable

to the other Carrier
of such fees from each CR5 vendor. 6.4 To support interline billing
by the Operating Carrier

to third-parties

and involuntary rerouting
and refUnding

of Marketing Carrier Tickets

by the Operating Carrier,
the Marketing Carder hereby waives endorsement requirements

for the Operating Carder with respect

to all Marketing Carrier Flight Coupons and other coupons intended
for flights sold under the Code of the Marketing Carrier. Unless otherwise agreed

in writing by the Parties, such waiver shall be effective thirty (30) days before the implementation date of the first Codeshared Flight, and shall remain

in effect for ninety (90) days after the Termination Date of this Agreement

to facilitate
the reacconimodation

of any Codeshared Passengers ticketed
for travel after the Termination Date. 6.5 Differences
that may appear after the billing process has been completed shall be rectified

by written correspondence

or a meeting between the Parties. 6,6 The Marketing Carrier will file with ATPCO

a TCN Codeshare Agreement,

in which the Marketing Carrier will provide the range of its Marketing Flight numbers,

as required. The Marketing Carrier will be responsible, throughout

the term of the Codeshare Agreement,

for updating

its Marketing Flight numbers with ATPCO. 7. FACILITIES The Parties acknowledge

the importance

of maintaining functional
and accurate communications identifying

the Operating Carrier and the Marketing Carder,

as appropriate,

to facilitate passenger convenience

and to avoid passenger confusion

at airports served
by the Codeshare Flights. The Page 10of37EXECUTIVEVERSION-10/01/11Partiesshallcooperateontheplacementofsuchcommunications,subjecttotheapprovaloftherelevantairportauthorityorotherlessors.8.TRAINING8.1Exceptasotherwiseagreed,eachPartyshallprovideorarrange,atitsowncostandexpense,allinitialandrecurringtrainingofitspersonneltofacilitatetheCodesharedFlightsandoperationsatairportsservedbytheCodesharedFlights,includingreservationsandticketoffices,andotherpointsofcontactbetweenthePartiesandthepublic.Thistrainingshallincludepassengerservice,reservationsandsalesactivities,andin-flightserviceinvolvingtheCodesharedFlights,allasmutuallyagreed.8.2ThePartiesshallshareanytrainingmaterials(excepttradesecretsandlegaladvice)developedtosupporttheCodesharedFlights.AllintellectualpropertyorsimilarrightstoanymaterialsexchangedshallremainwiththePartywhooriginallydevelopedsuchmaterials.9.SECURITY9.1ThePartiesshallcooperateinmattersofsecurityprocedures,requirements,andobligationsatallairportsservedbytheCodesharedFlights.9.2TheOperatingCarrierreservestherighttoapplytheprovisionsofitsownsecurityprogramstothecarriageofallpassengers,baggageandcargoonboardtheCodesharedFlights,butshall,ataminimum,complywiththestandardssetforthbytherelevantCompetentAuthoritiesandbereasonablyacceptabletotheMarketingCarrier,withtheunderstandingthatsafetyandsecurityareoftheutmostimportancetobothcarriers.Suchprovisionsmayincludeanythenapplicableproceduresusedforthephysicalscreeningofpassengers,baggageorcargo,interviewingofpassengers,andlorselectiveloadingofbaggageorcargo.9.3TheCarrierthatoriginatesthecustomertravelonCodeshareFlights(providesallboardingpassesandchecksthecustomerluggagetotheirfinaldestination)shallassurethatthecustomerisproperlydocumentedforentryintothedestinationcountryandproperlydocumentedforanytransitpointsenroute.Anyfines,penalties,deportationanddetentionexpensesresultingfromviolationsofgovernmententryortransitrequirements,evenforpassengersthatwillfullyengageinillegalentrytactics,shallbethesoleresponsibilityoftheCarrierthatoriginatesthecustomertravel.10.SAFETYANDMAINTENANCE10.1TheOperatingCarrierhasoperationalcontroloftheaircraftandfinalauthorityandresponsibilityconcerningtheoperationandsafetyoftheaircraftanditspassengers,includingCodesharedPassengers.TheOperatingCarriershallemploythesamestandardsofsafety,securityandlosspreventionpoliciesontheCodesharedFlightsasonitsownflights.ThePartiesagreethatincaseofamajoraccidentoremergency,theOperatingCarriershallimmediatelycontacttheMarketingCarrier,furnishingeverypossibleinformationuponthelatter’srequest.FurtheremergencysupportshallbeinaccordancewithproceduresagreedbetweentheParties.AtAlOperationsControlPage11of37EXECUTIVE VERSION10/01/Il SITA: ATHOMA3/ATHOWA3 Phone: +30 210 669403

I Faic ±302106646424 Email: A30CCaegeanair.com At Continental Airlines (CO): Systems Operations Coordination Center (50CC): SITA: IICOOCO Phone: 7133247209 Fax: 7133242138 Email: opsdir@coair.com At VA: Operations Control Center (0CC): SITA: OPBOPUA Phone: 847-700-4190 Fax: 847-700-2005 Email: occsysdir@united.com 10.2 The Operating Carrier shall have sole responsibility

for the maintenance

of its leased and owned aircraft and for other equipment used
in connection with the Codeshared Flights. Maintenance

of such aircraft and equipment must,
at a minimum, comply with the standards imposed
by the relevant aeronautical authorities. 10.3 Each Party represents
and warrants that each has or will have successftilly undergone

an IAT.A Operational Safety Audit (“IOSA”)

at its own expense satisfactory

to the other Party, and further represents and warrants that each shall maintain compliance with the requirements

of such audit within the time frame required
by IATA. 10,4 Each Party represents
and warrants that
it meets the minimum safety requirements mandated

by any Competent Authority and shall maintain compliance with such requirements.
Any failure

to maintain compliance shall immediately

be brought

to the other Party’s attention along with corrective actions taken
or a corrective action plan. 10.5 The Marketing Carrier shall have the right,
at its own cost, to review and observe the Operating Carrier’s operations

of Codeshared Flights, and/or
to conduct

a reasonable safety and/or service review of the Operating Carrier’s operations, manuals, and procedures reasonably related

to the Codeshared Flights (the “Marketing Carder Reviews”),

at such intervals

as the Marketing Carrier shall reasonably request. The Marketing Carrier Reviews shall be coordinated with the Operating Carrier

so as to avoid disruptions

to the Operating Carrier’s operations. Such reviews will be limited
to areas that reasonably relate
to the Operating Carrier’s safety standards and service obligations under this Agreement. NOTWITHSTANDING

THE FOREGOING,
THE MARKETING CARRIER DOES NOT UNDERTAKE ANY RESPONSIBILITY

OR ASSUME ANY LIABILITY FOR ANY ASPECT OF THE OPERATING CARRIER’S OPERATIONS, NOR SHALL THE OPERATING CARRIER
BE ENTITLED

TO ASSERT ANY RESPONSIBILITY

OR ASSUMPTION

OF LIABILITY
ON THE PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER’S OPERATIONS. Page 12of37EXECUTIVEVERSION-10/01/Il11.FREEANDREDUCEDRATETRANSPORTATION11.1ThePartieswillnegotiateingoodfaithtoestablishanemployeepasstravelagreementpriortotheimplementationofcodesharing.112UnlessotherwiseprovidedbyrelevantagreementsbetweentheOperatingCarrierandotherparties,includingtheMarketingCarrier,neithertheMarketingCarrier,northeOperatingCarrier,noranythirdparty,shallbeentitledtoticketindustrynon-revenueordiscounted(i.e.,agencydiscount,industrydiscount,etc.)travelontheMarketingFlights,andtheOperatingCarriershallnothonoranyMarketingCarrierFlightCouponsforsuchindustrynon-revenueordiscountedtravel,exceptattheOperatingCarrier’sexpense.12.EXCLUSIVITY13.1TheFrequentFlyerParticipatingparticipationofeachPartyintheCarrierAgreementsshallgovemtheotherParty’sfrequentflyerprogram.13.2ThePartieswillprovidetheMarketingCarrier’sPremiumClassCodesharedPassengerswithaccesstotheOperatingCarrier’sairportloungeonthedayoftheirdeparturepursuanttotheStarAllianceLoungeAccessPolicy.14.TRADEMARKSANDCORPORATEIDENTIFICATION14.1NeitherPartyheretoshalluseanyoftheotherParty’snames,logos,logotype,insignia,servicemarks,trademarks,tradenames,copyrights,corporategoodwillorotherproprietaryintellectualproperty,includingwithoutlimitationthenames“UnitedAirlines,Inc.”,“United,”the“UA”and“UA”designatorcodes,theglobelogo,“EconomyPlus”,“UnitedExpress”,“MileagePlus”,“RedCarpetClub”,“UnitedClub”,“Aegean”inanymarketing,advertisingorpromotionalcollateral,includingwithoutlimitationcreditcardandtelecomsolicitations,exceptwhereeachspecificusehasbeenapprovedinadvancebytheotherParty.Whensuchapprovalisgranted,eachPartyshallcomplywithanyandallconditionsthattheotherPartymayimposetoprotecttheuseofanyofthatParty’snames,logos,logotype,insignia,servicemarks,trademarks,tradenames,copyrights,corporategoodwillorotherproprietaryintellectualproperty.13.OTHERMARKETINGPROGRAMSPage13of37*1

EXECUTIVE VERSION- 10/01/Il 14.2 Except

as expressly provided herein,
no right, property, license, permission

or interest
of any kind
in the use of any name, logo, logotype, insignia, service mark, trademark, trade name, copyright, corporate goodwill

or other proprietary intellectual property owned
by

a Party
or its respective Affiliates

is intended

to be given
to or acquired

by the other Party, its agents, servants

or other employees

by the execution

or performance

of this Agreement. 14.3 Each of Aegean and United acknowledges

for all purposes that any and all logos, trademarks, service marks, and trade names of the other, whether registered

or not, are and shall
at all times remain the exclusive property

of the other Party, and may not be used without the prior written consent
of such Party, except

as set forth herein. Each of Aegean and United further acknowledges

that any goodwill

or other rights that arise as a result of the use by it of the other Party’s marks,

as permitted under this Agreement, shall accrue solely
to the benefit
of the Party owning such marks, whether registered

or not. Should any right, title or interest

in the logos, trademarks, service marks
or trade names of
a Party become vested

in the other Party, the latter Party shall hold such right, title and interest

in trust for the benefit
of the former Party and shall,

at the request
of the former Party, promptly and unconditionally assign such right, title and interest

to the former Party without royalties

or compensation

of any kind. Each of Aegean and United hereby grants

to the other,

a non-exclusive, non-transferable, royalty-free license for the term of this Agreement

to use its service marks (“Aegean”

for Aegean and “United Airlines”
for United, each

a “Licensed Trademark”), subject

to the terms and conditions

set forth
in this Section

14. This license

is limited

to the use of the Licensed Trademarks

in connection with the advertising
and promotion

of the Codeshared Flights contemplated by this Agreement. 14.4 Each Party agrees

to use the Licensed Trademarks only
in a manner approved

in advance and in writing
by the Party owning such Licensed Trademarks, Each Licensed Trademark shall be marked with an ® or “or other symbol,

as appropriate,
and reference a legend indicating that “Aegean isa service mark of Aegean”

or “United Airlines

is a service mark of United Air Lines, luc.”,

as the case may he, or similar words

to that effect. 14.5 Each Party agrees that all advertising
and promotional materials bearing the Licensed Trademarks

of the other Parry
in relation

to air transportation services contemplated

by this Agreement shall meet the quality and presentation standards

as set forth by the Party owning the relevant Licensed Trademark, 14.6 Each Party has sole discretion

to determine
the acceptability

of both the quality and presentation

of advertising
and promotional materials using
its Licensed Trademarks. 14,7 Each Party

is responsible

for providing

to its own authorized agents and airport locations the agreed promotional materials bearing the Licensed Trademarks. 14.8 Notwithstanding

the limitations

of this Section
14, each of the Pasty’s may use the other Party’s Licensed Trademarks

for purposes

of complying with
14 C.F.R. Part 257 (U.S. DOT Airline Designator Code Sharing Policy)

or any comparable regulations imposed

by the Competent Authorities, without prior approval. Page
14 of37EXECUTIVE VERSION- 10/01/Il 15. REPRESENTATIONS

AND WARRANTIES 15.1 Each of Aegean and United hereby represents
and warrants

to the best of its knowledge and belief
to the other
as follows: (a)

It is a duly incorporated

and validly existing corporation,

in good standing under the laws of its jurisdiction

of incorporation;

is an air carrier duly authorized

to act as such by the government

of its country
of incorporation;

and has the requisite corporate power and authority

to enter into and perform

its obligations under this Agreement.
The execution, delivery, and performance

of this Agreement

by
it have been duly authorized

by all necessary corporate action. This Agreement
has been duly executed
and delivered

by it, and, assuming
due authorization, execution,
and delivery

by the other Party hereto, this Agreement constitutes

its legal, valid, and binding obligation, enforceable against

it in accordance with its terms, except

to the extent that enforceability
may be limited

or modified

by the effect of bankruptcy, insolvency

or other similar laws affecting creditors’ rights generally,
and the application

of general principles

of equity and pubiic policy. (b) The execution, delivery

or performance

by
it of this Agreement, shall not: (i) contravene, conflict with or cause

a default under (A) any Applicable Law, rule or regulation binding

on it, or (B) any provision

of its charter, certificate

of incorporation, bylaws

or other documents

of corporate govemance;

or (ii) contravene,

or cause

a breach

or violation

of, any agreement

or instrument

to which

it is
a party
or by which

it is bound, except where such conflict, contravention

or breach would not have

a material adverse effect on
it and its Affiliates,

or on the operations

of it or its Affiliates, taken

as
a whole
or on its ability

to perform this Agreement. (c) The execution, delivery and performance

by it of this Agreement

do not require the consent

or approval

of, or the giving of notice
to, the registration with, the recording

or filing of any documents with,
or the taking
of any other action

in respect
of, any Competent Authority,
any trustee

or holder
of any of its indebtedness

or obligations,
any stockholder

or any other Person

or entity, other than the obtainment

of Governmental Approvals, except where failure

to obtain or take such action would not have

a material adverse effect on it or
a material adverse effect on the transactions contemplated

in this Agreement. 15.2 Each of the foregoing representations

and warranties shall survive the execution
and delivery
of this Agreement. 16. GOVERNMENTAL APPROVALS 16.1 The Codeshared Flights shall not commence until all required Governmental Approvals are received. Each Party shall use all commercially reasonable efforts

to obtain such Governmental Approvals. 16.2

If the Governmental Approvals

are obtained with respect

to some but not all of the Codeshared Routes listed

in Annex

B, the Parties may determine whether

to proceed under this Agreement solely with respect

to the approved Codeshared Routes, and the Parties shall thereafter continue

to endeavor

to obtain approval

of the remaining city-pair markets.

Page 15of37EXECUTIVE VERSION

- 10/01)1 iii IWI 16,3

If the Parties obtain none of”

tal Approvals required
for the Codeshared Routes within_____________

Says of the date of this Agreement,

or if all of such Governmental Approvals

are given with substantial unfavorable restrictions

or conditions (each Party
to determine

in its sole discretion
the reasonableness

of such restrictions

or conditions),

the Parties shall negotiate

in good faith
to find an equitable solution

to enable the commencement

of the Codeshared Route(s).

If a solution cannot be formulated within

days following commencement

of such negotiations, either Party may terminate this Agreement upon
days’ prior written notice

to the other Party. 16,4 Each Party shalt immediately provide the other Party with copies
of any correspondence or notices

it receives from any Competent Authority with respect

to the Codeshared Routes, Codeshared Flights

or this Agreement, including with respect

to the airworthiness

of the aircraft used for the Codeshared Flights

or noncompliance

by the Operating Carrier with operational, training

or safety rules and procedures. 17. TE1M 17.1 The term of this Agreement shall commence

on the date first written above and shall remain

in effect until terminated

by either Party upon
prior written notice. Notwithstanding

the foregoing, either party may terminate
this Agreement upon
at least prior written notice

if either party

is not

a member

of Star Alliance

or publicly announces that

it will cease being

a member

of Star Alliance. 17.2

In addition

to any other termination rights provided herein, this Agreement may be terminated

as follows: (a) by the non-breaching Party upon the breach
of
a material term, covenant, representation

or warranty

of this Agreement (other than

a breach
of
a payment obligation under Section

6 of this Agreement

or the failure

to otherwise
pay any sums due pursuant

to this Agreement), including

a failure

to comply with any material obligations

and procedures

as mutually agreed during the implementation

of codesharing, provided that the non-breaching Party provides
the breaching Party prior written notice describing

the alleged breach with
as much particularity

as reasonably practicable. Termination under this Section 17.2(a) shall not be effective

if the breaching Party corrects such breach within ollowing receipt
of such notice.
If such breach cannot
be corrected within thirty (30) days following receipt
of such notice, and the breaching Party
so advises the non-breaching Party, the non-breaching Party,

in its sole discretion, may give the breaching Party an additional period
of time not to exceed days
to correct the breach, provided that the breaching Party has taken action reasonably contemplated

to correct such breach following receipt
of the notice;

or (b) by the non-breaching Party upon the breach of
a payment obligation under Section

6 of this Agreement

or the failure

to otherwise pay any sums due to the non-breaching Party pursuant

to this Agreement

by the breaching Page l6of37EXECUTIVE VERSION- 10/Oil!

I Party, after the non-breaching Party provides
the breaching Party

at least days’ prior written notice describing,
with

as much particularity

as practical,
the alleged breach, and the breaching Party does not, within

days following receipt
of such notice, correct such breach. 17.3 Throughout

the term of this Agreement, either Party has the right
to suspend,

or partially suspend, performance

of this Agreement immediately

by giving written notice

to the other Party
in the event that

it has reason

to suspect

or believe

or in the event that: (a) the other Party has suffered

a significant emergency

or serious incident

or accident

or received

a serious threat that relates

to any of that Party’s flights
or to a Codeshared Flight
or Codeshared Route;
or (b) the other Party has received from any relevant Competent Authority notice that

it has failed
to comply with applicable safety
or security requirements;

or (c) the United States Department

of Transportation (“DOT”),
the United States Department

of Homeland Security (“DM5”)

or the United States Department

of Defense (“DOD”),

or the counterpart authorities

in Greece, has ordered

in writing

or orally that the Marketing Carrier’s Code be removed from Codeshare Flights

or Codeshared Routes operated

by the Operating Carrier for any reason whatsoever; provided, however, that if such order only affects one or
a limited number
of Codeshare Flights

or Codeshared Routes, the entire Agreement may only be suspended

or terminated

by either Party after consultations

in good faith with the other Party, such consultations

not to exceed

a period
of days from the date either Party gives notice

to the other Party;
or (d) the civil aviation authority

of Greece does not provide safety oversight

of its air carrier operators

in accordance with the minimum safety oversight standards established

by the International Civil Aviation Organization (“ICAO”), which results

in Greece receiving

a rating of Category

2 from the Federal Aviation Administration (“FAA”),

or the United States receiving

an equivalent rating from counterpart authorities

in Greece;

or. (e) the other Party

is not in compliance with Sections 10.3 or 10.4 of this Agreement. 17.4 Throughout

the Term, the Marketing Carrier has the right
to suspend,

or partially suspend, performance

of or terminate
this Agreement immediately

by giving written notice

to the Operating Carrier

in the event that the Operating Carrier

at any time discontinues

or suspends

or more of the Codeshared Flights operated by
it other than due to Force Majeure

as defined

in Section
21. For clarification purposes, the termination right stated

in Section 17.7 shalE remain applicable. 17.5

If a Party suspends this Agreement pursuant

to this Section,

as soon
as the reason for the suspension

no longer exists

it shall notify the other Party and this Agreement
will recommence within

days after the date of notice under the same terms and conditions,

or under amended terms and conditions

in accordance with Section
30.
A Party that suspends this Agreement pursuant

to this Section may
at any time during the suspension terminate this Agreement

by giving notice

in writing

to the other Party.

If this Page
17 of37EXECUTIVEVERSION-10/01/11AgreementissuspendedorterminatedpursuanttoSection17.3or17.4,Sections17.7and17.8shallapply.17.6IfaForceMajeureEventisineffectforaperiodlongerthanjeitherPartymayterminatethisAgreementbyprovidingtheotherPartynorwrittennotice.17.7SubjecttoSection17.8,intheeventofterminationofthisAgreementtheMarketingCarriershall,initssolediscretion,takeallreasonableactionstoconfirmandpreservereservationsontheOperatingCarrierforpassengersscheduledtobetravelingonMarketingCarrierTicketsand,asapplicable,endorseorotherwisemodi&orreissuesuchticketstopermituseontheOperatingCarrier.TheOperatingCarriershallacceptpassengerstravelingonsuchticketsasifsuchreservationshadbeenbookedthroughtheOperatingCarrierusingordinaryinterlineproceduresbutgivingeffecttotherevenuesettlementmethodologyprovidedforinSection6ofthisAgreement.17.8IntheeventthatthisAgreementisterminatedbytheOperatingCarrierpursuanttoSection17.2,theOperatingCarrier,initssolediscretion,maydeclineanyorallpassengersscheduledtobetravelingonMarketingCarrierTickets.TheMarketingCarriershallbesolelyresponsiblefortransferringthereservationsofsuchpassengerstoothercarriersormakingotheralternativearrangements.18.INDEMNIFICATION18.1WithoutprejudicetoanyotherwrittenagreementorarrangementofeitherPartytoindemni1’theotherParty,thePartythatistheOperatingCarrier(orwhoseAffiliateistheOperatingCarrier)shallindemni’,defend,andholdharmlesstheMarketingCarrieranditsAffiliatesandtheirrespectivedirectors,officers,employeesandagents(eachindividuallya,orcdlectivelythe,“MarketingCarrierIndemnifiedParty”)fromandagainstanyandallDamagesarisingoutof,causedby,oroccurringinconnectionwith(orallegedtoariseoutof,becausedby,orbeoccurringinconnectionwith)anyofthefollowing:(a)thedeathoforinjurytoordelayofpersons,ordelayorlossofordamagetoproperty(includingaircraft,equipment,baggage,mailorcargo)occurringwhilesuchpersonsorpropertyareunderthecontrolorinthecustodyof,orbeingtransportedby,theOperatingCarrier(including,fortheavoidanceofdoubt,DamagesarisingoutofthedeathoforinjurytoCodesharedPassengerstravelingonMarketingCarrierTicketsirrespectiveofconditionsorliabilitylimitsthatapplyormaypurporttoapply);(b)thedeathoforinjuryto,orlossordamagetopropertyof,thirdpartiesnotcarriedonboardtheaircraftoperatedbytheOperatingCarrierbutoccurringinconnectionwithsuchoperations;(c)negligentactsoromissionsofanOperatingCarrierIndemnifiedParty,whichareinanywayrelatedtotheOperatingCarrier’sobligationsunderthisAgreement,otherthanDamagestotheextentaddressedinSection18.1(a)or(b)orSection18.2(a)or(b);Page18of37EXECUTIVE VERSION- 10/OIL!! (d) the Operating Carrier’s breach of any of its representations

or warranties

set forth in Section

15 of this Agreement;

or (e) infringement

of

a third-party’s intellectual property

or similar rights
by the Operating Carrier’s logos, trademarks, service marks
or trade names. PROVIDED THAT, the Operating Carrier shall not be required

to indemnify
any Marketing Carrier Indemnified Party for any liability arising from the Marketing Carrier Indemnified Party’s gross negligence

or willful misconduct. 18.2 Subject

to the indemnities provided

in Section

18. 1(a), and without prejudice

to any other written agreement

or arrangement

of either Party
to indemnify
the other Party, the Party that

is the Marketing Carrier
(or whose Affiliate

is the Marketing Carrier) shall indemnify, defend, and hold harmless
the Operating Carrier and its Affiliates
and their respective directors, officers, employees,
and agents (each individually

a, or collectively the, “Operating Carrier Indemnified Party”) from and against any and all Damages (except

as provided

in Section 18.2(d)) arising out of, caused by, or occurring

in connection with (or alleged

to arise out of, be caused by, or occurring

in connection with) any of the following: (a) the death of or injury

to or delay of persons,

or delay
or loss of or damage

to property (including aircraft, equipment, baggage, mail or cargo) occurring while such persons

or property
are under the control

or in the custody
of, or being transported

by, the Operating Carrier, but only to the extent caused
by the gross negligence

or willful misconduct

of
a Marketing Carrier Indemnified Party; (b) the death of or injury to, or loss or damage

to property

of, third parties not carried on board the aircraft operated

by the Operating Carrier but occurring

in connection with such operations,

to the extent caused
by the gross negligence

or willful misconduct

of the Marketing Carrier; (c) negligent acts or omissions

of
a Marketing Carrier Indemnified Party that are in any way related

to the Marketing Carrier’s obligations under this Agreement, other than Damages

to the extent addressed

in Section 18.1(a)

or (b) or Section 18.2(a)

or (b) (IN WHICH CASE THE OPERATING CARRIER MUST INDEMNIFY
THE MARKETING CARRIER AND OTHER MARKETING CARRrER INDEMNIFIED PARTIES NOTWITHSTANDING

SUCH NEGLIGENT ACTS OR OMISSIONS (BUT NOT WILLFUL MISCONDUCT OR GROSS NEGLIGENCE)

OF A MARKETING CARRIER INDEMNIFIED PARTY);; (d) passenger claims based on the Marketing Carrier’s failure

to properly issue and complete transportation documentation

in accordance with the provisions

of the standard IATA

or other applicable ticketing procedures, including, without limitation,

the failure

to put

a proper notice of the limits of liability under the Warsaw Convention,

as amended,

or the Montreal Convention

of 1999,

as amended,

on such documentation

(it being understood
that

in ticketing Codeshared Passengers,

the Marketing Carrier

is entitled

to apply the limits of liability provided
for in its own Conditions

of Carriage); provided, however, that the Marketing Carrier shall only be liable under this Section 18.2(d) for that portion
of any Damages that

is in excess
of the Damages against which the Page l9of37I

EXECUTIVE VERSION

- 10/0 1/1

I Operating Carrier would have been required

to indemnify
the Marketing Carrier under Section 18.1(a)

if the Marketing Carrier had properly complied with all JATA ticketing procedures; (e) the Marketing Carrier’s breach
of its representations

or warranties

set forth
in Section

15 of this Agreement;

or (fl infringement

of

a third-party’s intellectual property

or similar rights by the Marketing Carrier’s logos, trademarks, service marks
or trade names. 18.3

A Party (the “Indemnified Parry”) that believes

it is entitled

to indemnification
from the other Party (the “Indemnil’ing Party”) pursuant

to the terms of this Agreement with respect

to
a third-party claim shall provide the Indemnifying Party with written notice (an “Indemnification Notice”)

of such claim (provided, however, that the failure

to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except
to the extent that such faliure

is materially prejudicial

to the Indemnifying Party), and the Indemnifying Party shall be entitled,

at its own cost and expense and by its own legal advisors,

to control the defense

of or to settle any such third-party claim. The Indemnifying Party shall have the right
to elect
to settle any such claim for monetary Damages only, subject

to the consent
of the Indemnified Party; provided, however,

if the Indemnified Party fails to give such consent

to a settlement that has been agreed upon by the Indemnifying Party and the claimant

in question within

days of being requested

to do so, the Indemnified Party shall assume the aelense

ot such claim
or demand and regardless

of the outcome

of such matter, the Indemnifying Party’s liability hereunder shall be limited

to the amount

of any such proposed settlement.

If the Indemnifying Party fails to take any action against the third-party claim that
is the subject of an Indemnification Notice within

lays of receiving such Indemnification Notice,

or otherwise contests

its o5ligation

to indemnify

the Indemnified Party

in connection therewith,
the Indemnified Party may, upon providing prior written notice to, but without the further consent
of, the Indemnifying Party settle or defend against such third-party claim for the account, and at the expense,

of the Indemnifying Party. Except as set forth
in this Section 18.3, the Indemnified Party shall not enter into any settlement or other compromise

or consent

to
a judgment with respect

to
a third-party claim

to which the Indemnifying Party has an indemnity obligation without the prior written consent
of the Indemnifying Party. 18.4 Each Indemnified Party shall have the right, but not the duty,
to participate

in the defense of any claim with attorneys

of its own choosing and at its own cost, without relieving
the Indemnifying Party of any obligations hereunder.

In addition, even
if the Indemnifying Party assumes
the defense
of

a claim, the Indemnified Party shall have the right
to assume control
of the defense
of any claim from the Indemnifying Party
at any time, and to elect to settle or defend against such claim; provided, however,
the Indemnifying Party shall have no indemnification obligations with respect

to such claim except for the costs and expenses

of the Indemnified Party (other than attorneys’ fees incurred

in participating in the defense
of such claim) incurred prior
to the assumption

of the defense
of the claim by the Indemnified Party. 18.5 Bach Party further agrees

to indemnify, defend and hold harmless
the other Party from and against any and all Taxes (as defined

in Annex A), or assessments,

as the case may be, levied upon
or advanced

by the Indemnified Party, but that ultimately

the Page 20 of 37EXECUTIVEVERSION-10/01/11IndemnifyingPartywouldberesponsibleforpaying,whichresultedfromanytransactionoractivitycontemplatedbythisAgreement.18.6TherightsandobligationsofthePartiesunderthisSection18shallsurvivetheTerminationDateorexpirationofthisAgreement.19.INSURANCE19.1TheOperatingCarriershallprocureandmaintaininftillforceandeffectduringthetermofthisAgreementwithinsurancecarriersofknownfinancialresponsibility,insuranceofthetypeandintheamountslistedbelow:(a)AirlineAviationThirdPartyLegalLiabilityinrespectofalloperations,includingbutnotlimitedtoaircraft(ownedandnon-owned)liability(includingrisksofhijacking,warandotherperils),passengerandcrewbaggageandpersonaleffects,funeralandrepatriationexpenses,allreasonableexpensesarisingoutoftheFamilyAssistanceAct(UnitedStates)and/orsimilarregulationsapplyingelsewhereintheworld,cargo,mail,hangarkeepers,comprehensivegeneralliability,oritsequivalentincludingpremises,personalinjury,andproductsandcompletedoperations.ThisinsurancemustbeprimarywithoutrightofcontributionfromanyinsurancecarriedbytheMarketingCarriertotheextentoftheindemnityspecifiedinSection18.1,andshall(i)nametheMarketingCarrierandtheMarketingCarrierIndemnifiedPartiesasadditionalinsuredstotheextentoftheprotectionsaffordedtheMarketingCarrierundertheindemnityspecifiedinSection18.1,(ii)containaseverabilityofinterestclauseandabreachofwarrantyclauseinfavoroftheMarketingCarrierandtheMarketingCarrierIndemnifiedParty,(iii)specificallyinsuretheOperatingCarrier’sindemnificationobligationsunderthisAgreementtothefullextentofthecoverageprovidedbytheOperatingCarrier’spolicyorpolicies,subjecttopolicyterms,conditions,limitationsandexclusions,and(iv)containaprovisionstatingthattheOperatingCarrier’spolicyorpoliciesareautomaticallyamendedtocomplywiththelawsandregulationsofanylocal,federal,orothergovernmentalauthorityhavingjurisdictionoveraircraftoperatedbytheOperatingCarrier.(b)TheOperatingCarriershallmaintainacombinedsinglelimitofliabilityofnotlessthanperanyoneoccurrence,includingbodilyinjury,death,personalinjury,propertydamage,passenger(includingCodesharedPassengersandotherrevenueandnon-revenuepassengers)legalliabilityandwarandotherperilscombined,overallcoveragesandinthetteasapplicable,but(i)personalinjurylimitedto________peroffenseandintheannualaggregateexceptwithrespecttopassengers(includingCodesharedPassengersandotherrevenueandnon-revenuepassengers),and(ii)warandotherperilsmaybesubjecttoanannualaggregatelimit;Page21of37y

EXECUTIVE VERSION- 10101/11 (c) Hull all risk insurance, including war risk, hijacking
and other perils, and such policy shall include

a waiver
of subrogation

in favor of the Marketing Carrier

to the extent of the indemnity specified

in Section 18.1 (except for the war risk hull insurance

as provided

by the U.S. Government pursuant to Chapter 443. Premium War Risks Insurance). (d) Worker’s compensation

and employer’s liability insurance,

or such other similar

or equivalent insurance carried outside
of the United States,

in accordance with statutory limits. 19.2 Each Party shall provide the other Party with certificates

of insurance evidencing such coverage

no less than

prior
to the commencement

of the first Codeshared Flight, and thereafter within

of the date of any renewal

of such coverage. The certificates must indicate that the above coverage shall not be canceled

or materially altered without
advance written notice

to the other Party and that the other Party shall be notified
of any expiration

or renewal
of such coverage. The notice period

in respect
of war and other perils coverage shall be

or such lesser period

as is or may be available

in accordance with policy conditions. 20. TAXES 20.1 Subject

to Section 20.4, each Party shall be responsible

for any net or gross income

or franchise taxes (or taxes of
a similar nature)
on the revenues

or income

or any measure thereof which

is attributable

to it in connection with the sale of air transportation pursuant to this Agreement. 20.2 The Party that acts as the Ticketing Carrier

in respect
of any particular transaction shall collect, except

as otherwise prohibited

by law, all Ticket Taxes relating

to tickets sold or travel documents issued
by
it with respect

to air transport pursuant

to this Agreement. The Parties hereby agree
as follows: (a) The Ticketing Carrier shall collect, report and remit

to the taxation authorities any non-interlineable Ticket Taxes levied

in connection with sales of the Codeshared Flights. (b) The Ticketing Carrier shall collect any interlineable Ticket Taxes levied

in connection with the sales of the Codeshared Flights.

If the Ticketing Carrier

is the Marketing Carrier

or
a third-party,

the Operating Carrier shall report and issue

a debit invoice

to the Ticketing Carrier through the IATA Clearing House for any interlineable Ticket Taxes levied

in connection with the sales of the Codeshared Flights. The Operating Carrier shall remit
to taxation authorities

all such interlineable Ticket Taxes. (c) The Operating Carrier may bill the Ticketing Carrier for any Ticket Taxes due or payable

on or measured

by passenger enpianement

and payable

or remittable

by the Operating Carrier

or the Marketing Carrier that should have been collected

at the time of ticket sale or travel document issue by the Ticketing Carrier. Page 22 of 37EXECUTIVE VERSION- 10/01/Il (d)

If the Ticketing Carrier

is
a third-party,

the Marketing Carrier shall use commercially reasonable efforts

to cause such third-party

to implement

the foregoing provisions. 20.3 Notwithstanding

the provisions

of Section 20.2,
if the Ticketing Carrier

is prohibited

by law from collecting certain Ticket Taxes

in the country where tickets are sold or where travel documents

are issued, then the Ticketing Carrier

is relieved from collecting only such Ticket Taxes
so prohibited

by law. The Ticketing Carrier shall notify,
or if the Ticketing Carrier

is not the Marketing Carrier, the Marketing Carrier shall cause the Ticketing Carrier

to notify, the Operating Carrier

(i) no later than the date of this Agreement with regard

to any such laws existing

as of such date, and (ii) within of the enactment

of any such laws after the date of this Agreement, which Ticket Taxes

it is prohibited from collecting
and render reasonable assistance

to the Operating Carrier

so that procedures
can be implemented

to collect such Ticket Taxes from the passenger. 20.4 Both Parties acknowledge

that the tax laws of the countries

in which they may operate

in connection with the Codeshared Flights may require withholding

of Taxes on certain
of the payments that either of the Parties
or their agents (the “Payor”) may be required

to pay to the other Party (the “Payee”), under this Agreement.

It is agreed that payments

to the Payee shall be exclusive

of such wi

vever, that the Payor shall inform the Payee

in writing with
at least______ dvance notice of its intent to withhold
the Taxes and the legal basis for such withholding.

The Payor shall inform the Payee; (a) within

of receipt
by the Payor of any directives that may be given
to the Payor by such taxation authority; and (b) within

of payment

by the Payor

to the relevant taxation authority
the amounts withheld

by Payor. 20.5 For U.S. income tax purposes, Aegean shall annually and timely furnish United,

at the address provided

in the following sentence, with

a duly executed original copy of U.S. tax form W-8BEN,

or such other forms

as the U.S. Internal Revenue Service may require from time to time,
so that United may report any relevant transactions arising under this Agreement
and, if applicable, substantiate

an exemption from any obligation

on United’s part with respect

to any income tax withholding

or reporting obligations

on payments made
to Aegean. Aegean shall furnish such form(s)

to United
at: Attn.; Tax Administration United Air Lines, Inc. I-IDQCT 77 W Wacker Dr. Ste 1000 Chicago, Illinois 60601 co rporateiaxi?E united. corn In the event the Payor

is required

to withhold taxes under the procedures

of Section 20.4, the Payor shall provide

to the Payee within

of such withholding

a tax Page 23 of 37 mmr.nia-w-vff?7I t r-yEXECUTIVE VERSION- 10/01/Il receipt and copies of any support for the payment

as may be necessary

to support

a claim by the Payee ofa foreign Lax credit under Applicable Laws. 20.6

If either Party receives notice from any taxation authority with respect

to any assessment or potential assessment

or imposition

of any Tax (collectively,

an “Assessment”) relating to this Agreement,
that the other Party may be responsible

for paying, directly

or indirectly,
the Party
so notified shall inform the other Party

in writing within f receipt
of such notice.

If the Party receiving such notice from

a taxation authority is or will be required

to pay any Assessment

for which the other Party

is ultimately responsible,

it shall be entitled

to be indemnified against such Assessment

in accordance with Section 18.5. The Indemnifying Party shall have the option

to defend

or contest such Assessment

in accordance with the procedures

set forth in Section
18. 21. FORCE MAJEURE Except with respect

to the performance

of payment, confidentiality,

and indemnity obligations, which shall be unconditional under this Agreement,

a Carrier shall not be liable
to the other Carrier for any loss, injury, damage

or delay whatsoever resulting, directly

or indirectly, from one or more of the following: Acts of God; seizure under legal process, governmental sanctions, quarantine restrictions;
fire, fog, flood,
or other weather-related reason; subject

to the satisfaction of each Carrier’s obligations

set forth
in Section

16 hereof, failure
or refusal
on the part of any Competent Authority

to grant
or issue approvals, consents, clearances, exemptions, permits

or operating authority,

or recession

or revocation thereof
by any government

or governmental agency; damage

to or destruction

of aircraft

or other flight equipment; mechanical difficulties

or breakdowns; grounding

of

a substantial number

of

a Carrier’s aircraft

by any Competent Authority

or by voluntary action
by

a Carrier for safety reasons
(in lieu of governmental actions); unavailability

of fuel; riots or civil commotion; strikes, lockouts

or labor disputes (whether resulting from disputes between either Carrier and its employees

or between other parties); U.S. military

or airlift emergency

or substantially expanded U.S. military airlift requirements

as determined

by the U.S. government; activation

of the U.S. Civil Reserve Air Fleet; war or hazards

or dangers incident

to
a state of war; acts of terrorism;

or any other acts, matters

or things, whether

or not of
a similar nature, which are beyond the control
of the Carrier and which shall directly

or indirectly, prevent, delay, interrupt,

or otherwise adversely affect the furnishing, operation

or performance

of such Carrier’s obligation hereunder (‘Force Majeure Events); provided, however, that the Carrier

so affected shall take all commercially reasonable steps
to cure such nonperformance

or delay and shall promptly continue performance hereunder once the Force Majeure Event

is removed. The Carrier who

is affected

by

a Force Majeure Event shall promptly noti& the other Carrier
of the occurrence

of such Force Majeure Event.

In the event of a strike by

a Carrier’s employees, such Carrier will use its commercially reasonable efforts

to perform under this Agreement. 22. GOVERNING LAW AND DISPUTE RESOLUTION 22.1 This Agreement shall
in all respects

be governed

by and construed

in accordance with the laws of the State of Illinois (without regard

to its conflict
of laws principles) including

all mailers
of construction, validity and performance. 22.2 Except

as otherwise agreed

or expressly provided

in this Section

22 or Section 25.3, any controversy, dispute, difference, disagreement

or claim between
the Parties arising under or relating

to this Agreement (each,

a “Dispute”), including
any question concerning

the validity, termination, interpretation, performance, operation, enforcement

or breach
of Page 24 of37EXECUTIVE VERSION- 10/01/Il this Agreement, must be referred

to arbitration

as provided

in Section 22.3 for final resolution, with the express exception

of the resolution

of any third party claims relating to personal injury
or death,
or property damage

or destruction (“Third Party Claims”), which the Parties may elect
to resolve through litigation

in
a competent court of law Each of the Parties irrevocably submits

to the exclusive jurisdiction

of such arbitration and expressly and irrevocably waives

its rights

to bring suit against the other Party
in any court of law except for the limited purposes

of: (a) enforcing

an arbitral award obtained in respect
of
a Dispute;
(b) obtaining
any injunctive, temporary

or preventative order or similar order available

to it under the laws of any jurisdiction

for

a breach

or threatened breach
by the other Party of this Agreement
that threatens irreparable damage;

(c) preserving

the status quo and protecting

a Party’s rights;

or (d) resolving Third Party Claims. Each Party,

to the fullest extent

it may effectively

do so under substantive governing
law applicable

to this Agreement, irrevocably waives and agrees not to assert, by way of motion,

as
a defense

or otherwise,
any claim that

it is not subject

to arbitration. 22.3 Arbitration Process (a)

A dispute may be referred

to arbitration only by written notice

to the other Party
(a “Notice
of Arbitration”),
with

a copy
to the Director General
of the International

Air Transport Association (“IATA”), which such Notice of Arbitration shall filly describe the elements

of the Dispute. (b) The arbitration shall be conducted

in accordance with the procedures

in this Agreement
and the Rules of Arbitration

of IATA (the “Rules”),

as such Rules are in effect
as of the date of the Notice
of Arbitration.

In the event of
a conflict between this Agreement
and the Rules, the provisions of this Agreement shall control. The Parties also shall bear the costs for the arbitration equally between
the Parties, but each Party shall pay for its own legal expenses. (c) The arbitration shall be conducted before

a panel of arbitrators, regardless

of the size of the dispute; provided, however, that each arbitrator shall have
at least experience

as
a lawyer

or judge specializing

in corporate
and commercial matters, who are fluent

in the English language, with special consideration given
to those arbitrators having airline industry experience.
The arbitration shall take place
in New York City, New York, USA, and be conducted

in the English language. The Parties shall agree on the arbitrators

to hear any dispute

in accordance with the Rules

in no event later than from the date the Notice
of Arbitration

is received.

It the Parties
do not agree on
within the specified time period, then IATA shall select three arbitrators using the above specified qualifications

as soon
as possible

in accordance with JATA’s procedures

for selecting arbitrators. (d) The arbitrators may award compensatory

or non-monetary

or equitable relief, including injunctive relief
to maintain
the status quo of the Parties under this Agreement, pending completion

of arbitration.
The arbitrators shall have no power

to award

(i) damages inconsistent
with this Page 25 ofJ7EXECUTIVE VERSION- 10/01/Il Agreement

or (ii) punitive

or exemplary damages,
and the Parties expressly waive their right
to obtain such damages

in arbitration

or in any other forum.

In no event, even
if any other portion
of these provisions

is held to be invalid

or unenforceable,
shall the arbitrators have power

to make an award
or impose

a remedy that could not be made or imposed

by a court deciding
the matter

in the same jurisdiction. (e) The Parties shall be entitled

to engage

in reasonable discovery, including requests
for the production

of relevant, non-privileged documents,
and answers

to
a reasonable number
of interrogatories

to be determined

by the arbitral panel. Each Party shall also be entitled

to take up to depositions

for up to hours each. Additional depositions may be ordered
by the arbitration panel upon

a showing

of either substantial need or that additional depositions
will likely narrow the contested factual issues. (0 All aspects
of the arbitration shall be treated

as confidential. Neither the Parties nor the arbitrators may disclose the existence, content,

or results of the arbitration, except

as necessary

to comply with legal or regulatory requirements. Before making any such disclosure,

a Party shall give written notice

to all other Parties and shall afford such Parties

a reasonable opportunity

to protect their interests. (g) The arbitration panel will use its best efforts

to render
an award within days after the date that the Notice
of Arbitration

is received

by the other Party. The award shall be reflected

in
a written decision setting forth the basis for the decision

in reasonably specific detail (including detailed findings
of fact and conclusions

of law). 22.4 For the avoidance

of doubt, the Parties may extend,

or modi&, any time limit or deadline specified

in Section 22.3, provided that the extension

or modification

is in writing and signed
by both Parties.

If the Parties agree
to extend

or modi& one time limit or deadline, then such extension

or modification
shall not have any effect on the other time limits
or deadlines

in Section 22.3 unless expressly approved

in writing and signed
by both Parties. 22.5 No potential arbitrator may serve on the arbitration panel
or appeal panel unless
he or she has agreed

in writing

to abide and be bound
by the arbitration procedures

set forth

in this Section
22. 22.6

If there

is a Dispute submitted

to arbitration,
any subsequent additional Disputes referred for arbitration (including counterclaims between
the Parties) will be consolidated

in the same arbitration proceeding. 22.7 Within

days of receipt
of any award (which shall not be binding

if an appeal

is taken), any Party may notify the Director General

of IATA of an intention

to appeal

to a second arbitral tribunal. The second arbitration panel shall be comprised

of arbitrators, each with
at least
years of experience

as an attorney

or judge Page 26 of 37EXECUTIVEVERSION-10/01/Ilspecializingincorporateorcommercialmatters,whoarefluentintheEnglishlanguage,withspecialconsiderationgiventothosearbitratorshavingairlineindustryexperience.Theappealtribunalshallconductadenovoreview,andshallbeentitledtoadopttheinitialawardasitsown,modifytheinitialaward,orsubstituteitsownawardfortheinitialaward.ExceptaspermittedbytheRules,theappealtribunalshallnotmodifyorreplacetheinitialawardexceptforclearerrorsoflaworbecauseoffindingsoffactagainstthemanifestweightoftheevidence.Theawardoftheappealtribunalshallbefinalandbinding,andjudgmentmaybeenteredbyacourthavingcompetentjurisdictionthereof.22.8EachPartyirrevocablysubmitstothenonexclusivejurisdictionoftheUnitedStatesDistrictCourtfortheNorthernDistrictofIllinoisandofanyStateCourtsittinginCookCounty,Illinois,forpurposesofenforcinganyarbitralawardorforotherlegalproceedingsarisingoutofthisAgreementoranytransactionscontemplatedinthisAgreement.EachParty,tothefullestextentitmayeffectivelydosoundersubstantivegoverninglawapplicabletothisAgreement,alsoirrevocablywaivesandagreesnottoassert,bywayofmotion,asadefenseorotherwise,anyclaimthatitisnotsubjecttothejurisdictionofanysuchcourtandanyobjectionthatitmayhaveastovenueorinconvenientforuminrespectofclaimsoractionsbroughtinsuchcourt.21COVENANTTOCOMPLYWITHALLLAWS23.1InperformingitsobligationsunderthisAgreement,eachPartyshall,atitsowncostandexpense,fullycomplywith,andhavealllicensesunder,allapplicablefederal,state,provincialandlocallaws,rulesandregulationsoftheUnitedStates,GreeceandallthirdcountriesincludingrulesandregulationspromulgatedbytheU.S.NationalTransportationSafetyBoard,U.S.DepartmentofTransportation,U.S.FederalAviationAdministration,theU.S.DepartmentofDefense,theU.S.DepartmentofHomelandSecurityandthecounterpartagenciesinGreece,23.2IfeitherPartyhasnoticethataprovisionofthisAgreementiscontrarytoanyApplicableLaws,thatPartyshallimmediatelynoti5’theotherPartyinwriting,suchnoticetoincludeadescriptionoftheperceivedviolationofregulationandsupportingwrittenmaterialsthatfacilitatetheotherParty’sinvestigationofsuchperceivedviolation.23.3EachCarrierwillcomplywiththedataprotectionandprivacylawsofallCompetentAuthoritiesapplicabletoitinconnectionwiththedisclosureofpersonaldataconcerningCodesharePassengers.24.PUBLICITYExceptasrequiredbyApplicableLaw,neitherPartymayissueanywrittenpressreleaseconcerningthisAgreementwithoutthepriorwrittenconsentoftheotherParty,whichconsentshallnotbeunreasonablywithheldordelayed.25.CONFIDENTIALITY25.1ExceptasnecessarytoobtainanyGovernmentApprovalsorasotherwiseprovidedbelow,eachPartyshall,andshallensurethatitsdirectors,officers,employees,Affiliates,andprofessionaladvisors(collectively,the“Representatives”),atalltimes,maintainstrictconfidenceandsecrecyinrespectofallConfidentialInformationoftheotherParty(includingitsAffiliates)receiveddirectlyorindirectlyasaresultofthisAgreement.IfaPage27 of37EXECUTIVE VERSION- 10/01/11 Party (the “Disclosing Party”)

is requested

to disclose any Confidential Information

of the other Party (the “Affected Party”) under the terms of
a subpoena

or order issued by
a court
or governmental body,

it shall (a) notify the Affected Party immediately

of the existence, terms, and circumstances surrounding
such request,
(b) consult with the Affected Party on the advisability

of taking legally available steps
to resist
or narrow such request, and (c) if any disclosure

of Confidential Information

is required

to prevent the Disclosing Party from being held
in contempt

or subject

to other legal penalty, furnish only such portion
of the Confidential Information

as it is legally compelled

to disclose and use commercially reasonable efforts

to obtain
an order
or other reliable assurance that confidential treatment shall be accorded

to the disclosed Confidential Information, Each Party agrees

to transmit Confidential Information only to such of its Representatives as required
for the purpose
of implementing

and administering

this Agreement,

and shall inform such Representatives

of the confidential nature
of the Confidential Information and instruct such Representatives

to treat such Confidential Information

in
a manner consistent with this Section 25.1. 25.2 Within

days after the termination

of this Agreement, each Party shall, either deliver

to the other Party
or destroy

all copies
of the other Party’s Confidential Information

in its possession

or the possession

of any of its Representatives (including, without limitation,
any reports, memoranda

or other materials prepared

by such Party or at its direction)
and purge all copies encoded

or stored on magnetic

or other electronic media
or processors, unless and only to the extent that the Confidential Information

is necessary

for the continued administration

and operation

of such Party’s programs

or is reasonably necessary

in connection with the resolution

of any dispute between
the Parties. 25.3 Each Party acknowledges

and agrees that in the event of any breach
of this Section
25, the Affected Party shall be irreparably
and immediately harmed and could not be made whole
by monetary Damages. Accordingly,

it is agreed that,
in addition

to any other remedy

at law or in equity, the Affected Party shall be entitled

to an injunction

or injunctions (without
the posting
of any bond and without proof of actual Damages)

to prevent breaches

or threatened breaches

of this Section

25 and/or

to compel specific performance

of this Section
25. 25.4 The confidentiality obligations

of the Parties under this Section

25 shall survive the Termination Date or expiration

of this Agreement

for

a period of years. 26. ASSIGNMENT Neither Party may assign
or otherwise convey any of its rights under this Agreement,

or delegate or subcontract
any of its duties hereunder, without the prior written consent
of the other Party; provided however, that each of United and Aegean may assign, subcontract

or delegate any of its rights, duties
or obligations under this Agreement

to any of its Affiliates provided that such assignment and/or delegation shall not relieve United

or Aegean
of any of its obligations under this Agreement. 27. SEVERABILITY If any provision

of this Agreement

is or becomes illegal, invalid

or unenforceable under the law of any jurisdiction,
such provision shall be severed from this Agreement

in the jurisdiction

in question and shall not affect the legality, validity

or enforceability

of the remaining provisions

of Page 28 of 37EXECUTIVE VERSION- 10/01/Il this Agreement
nor the legality, validity

or the enforceability

of such provision under the law of any other jurisdiction; unless,

in the reasonable opinion
of either Party, any such severance affects the commercial basis of this Agreement,

in which case the Party shall so inform the other Party and the Parties shall negotiate

in good faith to agree upon modification

of this Agreement

so as to maintain
the balance
of the commercial interests

of the Parties.

If, however, such negotiations

are not successfully concluded within

days from the date

a Party has informed
the other that the commercial basis has been affected, either Party may terminate this Agreement

by giving at least
days’ prior written notice

to the other Party. 28. FURTHER ASSURANCES 28.1 Each Party shall perform such further acts and execute and deliver such further instruments
and documents

at such Party’s cost and expense

as may be required

by Applicable Laws, rules or regulations

or as may be reasonably requested

by the other
to carry out and effectuate
the purposes

of this Agreement. 28,2

If and to the extent the transactions

or activities contemplated

by this Agreement require the cooperation

or participation

of an Affiliate

of
a Party hereto, such Party shall cause such Affiliate

to cooperate

or participate

in such transaction

or activity. Each Party shall cause such Affiliate

to perform such acts and execute and deliver such further instruments
and documents

as may reasonably

be required

by the other Party
to provide for such cooperation

and participation, including, without limitation, execution

of an addendum providing
for such Affiliate

to become

a party
to this Agreement. 29. MISCELLANEOUS 29.1 This Agreement contains
the entire agreement between
the Parties relating

to Is subject matter, and supersedes
any prior understandings

or agreements between
the Parties regarding
the same subject matter. This Agreement may not be amended

or modified except

in writing signed
by
a duly authorized Representative

of each Party. 29.2 The relationship

of the Parties hereunder shall be that of independent contractors. Neither Party

is intended

to have, and neither
of them shall represent

to any other Person that

it has, any power, right or authority

to bind the other,
or to assume,

or create, any obligation or responsibility, express

or implied,

on behalf of the other, except

as expressly required by this Agreement

or as otherwise permitted

in writing. Nothing

in this Agreement shall be construed

to create between
the Parties andJor the Parties’ Representatives

any partnership, joint venture, employment relationship, franchise

or agency (except that the Operating Carrier shall have supen’isory control over all passengers during any Codeshared Flight, including
any employees, agent
or contractors

of the Marketing Carrier who are on board any such Codeshared Flight). 29.3

In the event that there occurs

a substantial change

in market conditions

in general

or in the condition

of either Party, which change

is not substantially

the result of an act or omission

of the Party requesting

a change

or amendment

to this Agreement,

and which change has

a material adverse effect on either Party
to this Agreement then United

or Aegean may propose

a review
of or amendment

to this Agreement

to limit or expand any of the terms,

to extend the relationship

to additional activities

or city-pair destinations

or otherwise

to modi&

in any way the transactions

or relationships contemplated

in this Agreement. However, neither United nor Aegean will have any obligation,

for any reason,

to effect such an amendment. Page 29 of37EXECUTIVEVERSION-10/01/1129.4Allrights,remediesandobligationsofthePartiesheretoshallaccrueandapplysolelytothePartiesheretoandtheirpermittedsuccessorsandassigns;thereisnointenttobenefitanythird-parties,includingthecreditorsofeitherParty.29.5ThisAgreementmaybeexecutedanddeliveredbythePartiesinseparatecounterparts,eachofwhichwhensoexecutedanddeliveredshallbeanoriginal,butallofwhichtakentogethershallconstituteoneandthesameinstrument.29.6Nofailuretoexerciseandnodelayinexercising,onthepartofanyParty,anyright,remedy,powerorprivilegehereunder,shalloperateasawaiverthereof;norshallanysingleorpartialexerciseofanyright,remedy,powerorprivilegehereunderprecludeanyotherorfurtherexercisethereofoftheexerciseofanyotherright,remedy,powerorprivilege.Therights,remedies,powersandprivilegeshereinprovidedarecumulativeandnotexclusiveofanyrights,remedies,powersandprivilegesprovidedbylaw.ThefailureofanyPartytoinsistuponastrictperformanceofanyofthetermsorprovisionsofthisAgreement,ortoexerciseanyoption,rightorremedyhereincontained,shallnotbeconstruedasawaiverorasarelinquishmentforthefUtureofsuchterm,provision,option,rightorremedy,butthesameshallcontinueandremaininfullforceandeffectNowaiverbyanyPartyofanytermorprovisionofthisAgreementshallbedeemedtohavebeenmadeunlessexpressedinwritingandsignedbysuchParty.29.7ThisAgreementistheproductofnegotiationsbetweenAegeanandUnited,andshallbeconstruedasifjointlypreparedanddraftedbythem,andnoprovisionhereofshallbeconstruedfororagainstanyPartybyreasonofambiguityinlanguage,rulesofconstructionagainstthedraftingParty,orsimilardoctrine,29.8AlthoughtranslationsofthisAgreementmaybemadeintoanyotherlanguagefortheconvenienceoftheParties,theEnglishversionwillgovernforallpurposesoftheinterpretationandperformanceofthisAgreement.29.9NEITHERPARTYSHALLBELIABLEFORANYEXEMPLARY,PUNITIVE,SPECIALORCONSEQUENTIALDAMAGES,INCLUDINGLOSTREVENUES,LOSTPROFITSORLOSTPROSPECTIVEECONOMICADVANTAGE,ARISINGFROMANYPERFORMANCEORFAILURETOPERFORMUNDERTHISAGREEMENT,EVENIFSUCHPARTYKNEWORSHOULDHAVEKNOWNOFTHEPOSSIBILITYThEREOF,ANDEACHPARTYHEREBYRELEASESANDWAIVESANYCLAIMSAGAINSTTHEOTHERPARTYREGARDINGSUCHDAMAGES.FORTHEAVOIDANCEOFDOUBT,THEPARTIESAGREETHEFOREGOINGSHALLNOTLIMITAPARTY’SOBLIGATIONTOINDEMNIFYTHEOTHERINACCORDANCEWITHSECTION17FORDAMAGESARISINGOUTOFORRELATINGTOACLAIM,SUITORCAUSEOFACTIONBYATHIRDPARTY.30.NOTICESUnlessotherwiseexpresslyrequiredinthisAgreement,allnotices,reports,invoicesandothercommunicationsrequiredorpermittedtobegiventoormadeuponaPartytothisAgreementshallbeinwriting,shallbeaddressedasprovidedbelowandshallbeconsideredasproperlygivenandreceived:(i)whendelivered,ifdeliveredinperson(andasignedacknowledgmentofreceiptisobtained);(ii)three(3)BusinessDaysafterdispatch,ifdispatchedbyarecognizedPage30of37EXECUTIVE VERSION- 10/01/11 express delivery service that provides signed acknowledgments

of receipt; (iii) seven (7) Business Days afler deposit

in the applicable postal service delivery system;

or (iv) if transmitted

by facsimile, upon completion

of transmission

and upon confirmation

by the sender (by

a telephone call to
a Representative

of the recipient

or by machine confirmation)

that the transmission
was received.
For the purposes

of notice, the addresses

of the Parties shall be as set forth below; provided, however, that either Party shall have the right to change

its address for notice

to any other location

by giving

at least three (3) Business Days prior written notice

to the other Party
in the manner
set forth above. Ifto United Air Lines, Inc.: HDQIZ— 10th Floor 77 W Wacker
Dr Chicago,

IL 60601 United States of America Ann: Senior Vice President— Alliances, Regulatory

& Policy Facsimile: +1(312)997-2979 with acopyto: HDQLD—
16th Floor 77 W Wacker
Dr Chicago, Illinois 60601 United States of America Attention: Senior Vice President and General Counsel If to Aegean:

Mr. Giovanni Matassa Commercial Director Aegean 31 Viltanioti Street 14564 Kifissia Greece Facsimile:

30 210 6261901 31. IMPLEMENTATION 31.] Implementation

and continuation

of this Agreement shall be subject

to the following conditions precedent: (a) the execution

of a Special Prorate Agreement between United and Aegean; (b) the execution

of a Frequent Flyer Agreement between United and Aegean; (c) the execution

of an Employee Pass Travel Agreement between United and Aegean; (d) receipt
by United and Aegean
of all necessary Government Approvals, licenses, permits, consents, waivers, and authorities applicable

to the transactions contemplated hereunder; Page
31 of37EXECUTIVE VERSION- 10/01/11 (e) successful completion

by Aegean

of the IATA Operational Safety Audit (‘IOSA”) registration; (0 successful implementation

and testing
of interline e-ticket capabilities between United and Aegean, including with all major GDS’; (g) successful implementation

and testing
of codeshare (EDIFACT)

and passenger processing automation. IREMAINDER

OF PAGE LEFT INTENTIONALLY BLANKI Page 32 of37EXECUTIVE VERSION- 10/01/Il IN WITNESS WHEREOF,

the Parties hereto have caused their duly authorized representatives to execute this Agreement

as of the date first written above. AEGEA(V AIRLiNES

SA UNITED AIR LINES, NC. AEGEAN AIRLINES

SA aS7VILTANIOTI

STR. C KW1IA- ATHENS 14564 tHt ) By: loçMast 094468339

By: Hershel Kamen Title:
A3 Administration

&

Title: Senior Vice President-Alliances, Regulatory Ground Services Director

& Policy 1° / 7(1 Date:_______________________ Date: 076ipber204ffQj

1 LINES SA STR. ATHENS 14564 TitWF”- 094468339Date:-_________ [Signature page for Codeshare Agreement between Aegean Airlines
SA and United Air Lines, Inc.] Page 33 of 37EXECUTIVE VERSION- 10/01/il ANNEX

A DEFINITIONS “Affected Party” has the meaning assigned

to such term
in Section 25,1. “Affiliate” means, with respect

to any Person
or entity, any other Person
or entity directly

or indirectly controlling, controlled
by, or under common control with, such Person

or entity. For purposes

of this definition, “control” (including “controlled
by” and “under common control with”) means the power, directly

or indirectly,

to direct
or cause the direction

of the management and policies
of such Person

or entity, whether througb the ownership

of voting securities,

by contract

or otherwise. “Agreement”

has the meaning assigned

in the preamble

to this Agreement, “Aegean”
has the meaning assigned

in the preamble

to this Agreement. “AIRIMP” shall mean the ATA

/ IATA Reservations Interline Message Procedures manual produced
and distributed

by IATA for the purpose

of developing

a communication standard between airline reservation systems and CRSs. “AIRIMP Option
2” shall mean the standards

by which the Marketing Carrier transmits information regarding Codeshare segments

it has sold to the Operating Carrier, including

all message and form at elements

as defined

in the L4TA AIRIMP Manual- section 8.13.2. “Airline Guides” means the printed and electronic data versions

of the “Official Airline Guide” and the “ABC World Airlines Guide,” and their respective successors. “APIS” shall mean the advance passenger information system used to send required data to the U.S. Customs Service and the U.S. Immigration
and Naturalization Service for passenger processing

on international flights. Mandatory APIS elements shall include full customer name, date of birth, gender, citizenship, passport number, passport country

of issuance, passport expiration date, country

of residence and U.S. address
(if not

a U.S. resident

or citizen). “Applicable Law” means
all applicable laws of any jurisdiction including securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders
or like actions
of any Competent Authority
and the rules, regulations, orders
or like actions
of any Competent Authority
and the interpretations, licenses, and permits
of any Competent Authority. “ARS” shall mean

a Carrier’s internal reservation systems whereby schedules, fares, flight availability, inventory,
etc. reside.EXECUTIVE VERSION- 10/01/Il “ATA” shall mean the Air Transport Association

of America. “ATPCO” means the Airline Tariff Publishing Company. “BTMlBaggage Transfer Message” shall mean baggage transfer messages

as defined

in the IATA Passenger Services Conference Resolution Manual. “Business Day” means any day other than

a Saturday, Sunday

or other day in which banking institutions

in New York, New York USA, or Athens, Greece, are required
by law, regulation

or executive order
to be closed. “Cascade/Cascading”

shall mean the capability

of
a Marketing Carrier

to relay on

a real time basis Codeshare Flight booking information between

a third party reservation source (e.g. CR5 equipped travel agency) and the Operating Carrier. “CBP” means the U.S. Bureau
of Customs and Border Protection. “Code” means the two (2) character identifier assigned

to
a carrier
by IATA for the purpose

of exchanging interline carrier messages

in accordance with AIRIMP procedures. “Codeshared Flight” means

a flight on which both Parties have placed their respective Codes, as defined

in Section
2.1 and Annex

B. “Codeshared Routes”

or “Routes” means the city-pair markets
set out in Annex

B. “Codeshared Passenger” means

a passenger traveling

on
a Marketing Carrier Flight Coupon. “Competent Authorities” means any national, federal, state, county, local, regulatory

or municipal government body, bureau, commission, board, board of arbitration, instrumentality, authority, agency, court, department, inspectorate, minister, ministry, official

or public
or statutory person (whether autonomous

or not) having jurisdiction over this Agreement

or either Party. ‘Conditions

of Carriage” means those conditions

of contract Eariffs and rules of carriage
of a Party that govern the transport

of passengers traveling

on tickets showing such Party’s Code

in the carrier code box of the flight coupon. “Confidential Information’ means (a) all confidential

or proprietary information
ofa Party, including, without limitation, trade secrets, information concerning past, present and fUture research, development, business activities and affairs, finances, properties, methods

of operation, processes and systems, customer lists, customer information (such
as passenger name record
or “PNR” data) and computer procedures
and access codes; and (b) the terms and conditions

of this Agreement
and any reports, invoices

or other communications between
the Parties given
in connection with the negotiation

or performance

of this Agreement;
and (c) excludes

(I) information already

in a Party’s possession prior
to its disclosure

by the other Party; (ii) information obtained from

a third Person

or entity that
is not prohibited from transmitting such information

to the receiving Party
as
a result of
a contractual, legal or fiduciary obligation

to the Party whose information

is being disclosed; (iii) information
that
is or becomes 2EXECUTIVE VERSION- 10/01/11 generally available

to the public, other than as
a result of disclosure

by
a Party

in violation

of this Agreement;

or (iv) information
that has been or is independently acquired

or developed

by

a Party,
or its Affiliate, without violating any of its obligations under this Agreement. “United”
has the meaning assigned

in the preamble

to this Agreement. “CRS” means

a computerized reservations system owned

or operated

by any entity, including either Party to this Agreement,
that contains information about commercial airline schedules, fares, cargo rates, passenger
and cargo tariff rules and flight availability
that
is made available

to travel agents, cargo agents and other non-airline entities

to facilitate their ability
to make reservations
and issue tickets and air waybills. “Damages” means
all third party claims, suits, causes of action, penalties, liabilities, judgments, demands, recoveries, awards, settlements, executions, penalties, fines, losses and expenses

of any nature or kind whatsoever (including, without limitation, internal expenses

of the Indemnified Party, such as employee salaries and the costs of cooperating

in the investigation, preparation

or defense
of claims) under the laws of any jurisdiction (whether arising

in tort, contract, under the Warsaw Convention

as amended,

or the Montreal Convention

of 1999,
as amended, and related instruments,

or otherwise), including reasonable costs and expenses

of investigating, preparing

or defending
any claim, suit, action
or proceeding (including post judgment
and appellate proceedings

or proceedings
that are incidental

to the successful establishment

of
a right of indemnification),

such as reasonable attorneys’ fees and fees for expert witnesses, consultants
and litigation support services. “DCS” shall mean the automated departure control system
of
a Carrier that performs check-in, capacity and load control and dispatch functions. “DEl 10” shall mean the data element indicator used
as
a duplicate
leg cross-reference

on the Operating Carrier’s SSIM file to identif’ the Marketing Carrier’s two letter code and marketing flight number. “Direct Access” shall mean

a dedicated Link between two Carriers’ ARS that enables real-time basis flow of information, “Direct Sell” shall mean the system link between two ARSs that enables secured sells and real time decrement

of inventory. “Disclosing Party” has the meaning assigned

to such term
in Section 25.1. “Dual Record Locator” shall mean the record locator

as contained within the system originating

the booking, either

a Carrier ARS or a CR5 equipped travel agency. “EDIFACT”
shall mean the United Nations standard
for Electronic Data Interchange

for Administration, Commerce
and Transport

as used
to facilitate
the exchange

of business data by electronic means using

a set of standard codes and syntaxes. “FLIFO” shall mean real time display
of flight activity including departure time, arrival time, diversion, delays, etc. sent in MVT standard message format. “Force Majeure Events” has the meaning assigned

to such term
in Section 2!. 3EXECUTIVE VERSION- 10/01/)

1 “Frequent Flyer Participating Carrier Agreements” means the agreements,

if any, from time to time, between the Parties relating

to the participation

of one Party
in the other Party’s frequent flyer program. “Governmental Approvals” means any authorizations, licenses, certificates, exemptions, designations, or other approvals

of Competent Authorities
that are reasonably required
(in the opinion
of either Party) for the operation

of the Codeshared Flights. “JATA” means the International

Air Transport Association. “JATA Clearing House” means the clearing house established

by FATA
to administer
and implement revenue settlement

by reference

to the Revenue Accounting Manual published

by IATA. “IATA Luggage Resolution”
shall mean reference

to the IATA Resolutions

and Recommended Practices Manual
on handling luggage claims. “IATA PMP” has the meaning assigned

in Section 6.2. “IATA Scheduling Season” means either the summer

or the winter season designated

by IATA for the scheduling

of air services)slots. “Implementation
Date” means the date of the first codeshare service operated under this Agreement. “Inadmissible Passengers”

has the meaning defined

in IATA Resolution 701, as modified, supplemented or amended from time to time. “Indemnification Notice” has the meaning assigned

to such term
in Section 18.3. “Indemnified Party” has the meaning assigned

to such term
in Section 18.3. “IndemniI’ing Party” has the meaning assigned

to such term
in Section 18.3. “Interline Service Cbarge” means the charge referred

to in IATA Resolutions 780b, 780c and 780d. “Load Date” shall mean the date
in which airline schedules

are displayed

in ARS, CRS and GDS. “Licensed Trademark”

has the meaning assigned

to such term
in Section 14.3. “Marketing Carrier” means the Party whose Code

is shown

in the carrier code box of
a flight coupon for

a Codeshared Flight but which

is not the Operating Carrier. “Marketing Carrier Flight Coupon” means

a flight coupon
of a ticket issued by the Marketing Carrier, Operating Carrier

or
a third-party

for travel on

a Codeshared Flight showing the Marketing Carrier’s Code

in the carrier code box of the flight coupon. “Marketing Carrier Indemnified Party” has the meaning assigned

to such term
in Section 17.1. “Marketing Carrier Reviews”
has the meaning assigned

to such term
in Section 10.3. 4EXECUTIVE VERSION- 10/01/11 “Marketing Carrier Ticket” means

a ticket issued
by the Marketing Carrier, Operating Carrier

or
a third-party that contains

at least one Marketing Carrier Flight Coupon. “Marketing Flight(s)” means

a Codeshared Flight when displayed, sold, or referred

to as a flight of the Marketing Carrier rather than

a flight of the Operating Carrier, such
as when using the Marketing Carrier’s name, designator Code and/or flight number. “Mutual Emergency Assistance Agreement” means the agreement between
the Parties relating

to provision

of assistance

by one Party
to the other Party
in the event of aircraft emergency. “MVT” shall mean the transmission

of aircraft movement messages

to be sent immediately after departure

or arrival
of an aircraft, aircraft diversions, delays, etc. “NAR” shall mean the transmission

of
a new arrival segment message

to the down-line Carrier, resulting

in an updated PNR
in that Carrier’s ARS (also
as reference
the AIRIMP manual section 3.7). “NCO” shall mean the transmission,

to all Carrier’s participating

in the itinerary, new continuing segment information such that the PNR

is updated within each Carrier’s ARS (also referenced

in AIRIMP manual section 3.7). “OAG” shall mean the Official Airline Guide. “OAGLINKS”
shall mean view access
of the Operating Carrier’s flight database

at the OAG. “Open For Sale Date” shall mean the date that flight schedules appear and become available
for sale in ARS, CRS and ODS. Also known

as Release Date or Load Date. “Operating Carrier” means the Party having operational control
of an aircraft used for

a given Codeshared Flight. “Operating Carrier Indemnified Party” has the meaning assigned

to such term
in Section 17.2. “Party”

or “Parties” means either
or both of United and Aegean,

as the context requires. “Payee” has the meaning assigned

to such term
in Section 20.4. “Payor” has the meaning assigned

to such term
in Section 20.4. “Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization

or (except for the definition

of “Affiliate” herein) government

or any agency, authority

or political subdivision

of
a government. “PNR” shall mean passenger name records that contain

a passenger’s travel requirements necessary

to enable reservations

to be processed
and controlled

by the booking Carrier and the Carrier’s participating

in the itinerary. “Point
of Sale” shall mean the identification

of the booking agent’s location and CRS, SEXECUTIVE VERSION- 10/01/Il ‘Premium Class” means First Class
or Business Class. “Representative”

has the meaning assigned

to such term
in Section 25.1. “Reservations System” means the internal computerized airline passenger

or cargo reservations system used by the personnel

of an airline that contains information about flight schedules, fares, cargo rates, passenger
and cargo tariff niles and seat availability

of that airline and other carriers, and provides
the ability

to make reservations
and issue tickets
or air waybills. “Rules” has the meaning assigned

to such term
in Section 22.3. “Seamless Availability”
shall mean the system link between two ARSs that enable real time availability exchange rather than AVS messages. “Seamless Connecting Service” shall mean the adopted service standards and procedures between two or more Carriers are deployed

at airports, reservations offices and other service delivery locations. “Star Alliance” means the globally branded multilateral airline alliance

in which United participates. “Star Alliance Lounge Access Policy” means the lounge access business requirements developed

by the Star Alliance
for membership

and utilization

by all Star Alliance members. “Sold As Information”
shall mean the association

of the Marketing Carrier’s flight number and booking class
to the Operating Carrier’s flight number and booking class. “SSIM” shall mean the Standard Schedules Information Manual

as produced

by IATA

to facilitate
the electronic data processing

of airline schedules throughout

the industry. “SSM” shall mean standard schedule messages

as referenced

in the IATA SSIM Manual, Chapter

4 to facilitate changes

to published airlines’ schedules. “SNC” shall mean the transmission

of automated Synchronization Message Option

I (reference AIRIMP manual section 8.5) that provides information

to the recipient

to enable synchronization of their PNRs with that of the sender. “Special Prorate Agreement” means any bilateral agreement, from time to time, between
the Parties relating

to the proration

of interline revenue. “SYN” shall mean the transmission

of automated Synchronization Message Option

3 (reference AIRIMP manual section 8.5) that provides information

to the recipient

to enable synchronization

of their PNRs with that of the sender. ‘Taxes” means
all taxes, assessments,
fees, levies, irnposts, duties, stamp taxes, documentary taxes or other charges
of a similar nature, including, without limitation, income taxes, value-added taxes, sales taxes, excise taxes, transactional taxes, exchange control taxes andJor fees, and interest and penalties related

to the foregoing,
but excluding Ticket Taxes, that may be imposed

by any Competent Authority 6EXECUTIVE VERSION- 10/01/Il “Termination Date” means 23:59 Coordinated Universal Standard Time on the date provided

in the notice of termination given
in accordance with Section 171. “TCI” shall mean the electronic data exchange

of Through Check-in messages between two Carriers’ DCS according

to
a minimum IATA standard version 03:1 with L’N APIS using the inter-airline IATC1IEDIFACT
links. “TCN Codeshare Agreement” means
an agreement

to be flied by the Marketing Carrier with ATPCO

in which the marketing Carrier will provide the range of its Marketing Flight numbers. “Through Check-in” shall mean the use of TO electronic data exchange

to process

a passenger with seat assignments, luggage check-in and other passenger related functions

to their final destination.
This also includes
the data exchange over multiple-hosted systems

in a passenger’s itinerary. “Ticketing Carrier” means

a carrier whose traffic documents

are used to issue

a ticket. “Ticket Taxes” means any transactional taxes or passenger facility charges, including, without limitation, sales taxes, use taxes, stamp taxes, excise taxes, value added taxes, gross receipts taxes, departure taxes, surcharges
and travel taxes, and all related charges, fees, licenses

or assessments (and any interest

or penalty thereon) imposed

on passengers

(or which air carriers

or their agents are required

to collect from passengers)

by any authority

in any country,

or political subdivision thereof

or public authority operating therein (including, without limitation
any national, federal, state, provincial, territorial, local, municipal, port or airport authority)

or which are levied upon passengers

by operation

of Applicable Law or industry standard. Ticket Taxes together with the taxes referred

to in Section 20.1 are collectively referred

to as “Taxes”. “TWOV” means

a carrier’s ability

to transport passengers

in transit without visas via designated U.S. ports of entry
to a third country. “$“ or “uss”

or “Dollars” means lawful currency

of the United States of America. “U.S.”
or “United States” means the fifty states of the United States of America,

its Territories, Guam, the District
of Columbia
and the Commonwealth

of Puerto Rico. “USCJS” means the U.S. Bureau
of Citizenship
and Immigration Services. 7EXECUTIVE VERSION- 10/01/11 ANNEX

B INITIAL CODESTIARED ROUTES The Codeshared Routes will be any city-pair that the Parties mutually agree. Notwithstanding

the foregoing,

the Parties shall mutually designate certain flights serving the Codeshared Routes shown below
on which the Parties and their respective Affiliates shall place their respective Codes. The implementation

date for each Codeshared Route shall occur on the date listed

in the respective tables below,

if any, subject

to obtaining

all Governmental Approvals
and the conditions precedent listed
in Section
31, to the extent applicable.
For the purposes

of this Annex

B, “implementation
date” shall mean the date the first Codeshared Flight

is operated

on the respective Codeshared Route.

In the event that all Governmental Approvals have not been obtained

or the applicable conditions precedent listed

in Section 31 have not been complied with by such date, for some particular Codeshared Route(s), then the implementation

date for each such Codeshared Route shall occur

at a later date as mutually agreed
by the Parties. Intercontinental Routes between the Following Points: Route
Operating Implementation EWR LHR EWR
Carrier

Date EWRCDG

United

01 OCT 2011 Any Route between Aegean gateways

at Atbens/ATH

and the Following Points: City, Country
Operating Implementation Carrier

Date London/LHR,

UK
Aegean

01 OCT 2011 Paris/CDG, FranceEXECUTIVE VERSION- 10/01/Il ANNEX

C PRE-APPROVEI) AFFILIATES AND REGIONAL CARRIERS United Express: Atlantic Southeast Airlines Colgan Air ExpressJet Airlines GoJet Airlines Mesa Airlines Shuttle America Sky West Airlines Trans States Airlines Continental Express: Expressiet Chautauqua Airlines Continental Connection: Cape Air Colgan Air CornmutAir Gulfstream International AirlinesEXECUTIVE VERSION- 10/01/li ANNEX

D TECHNICAL IMPLEMENTATION

AND SYSTEM LINKS Schedule Transmission

and Publication The Parties agree
to provide each other schedule file information

so that each may effectively publish

in all distribution media the Codeshare Flights contemplated

in this Agreement. Accordingly,

the Parties agree
to the following procedures. LI Schedule Format (a) Exchange schedule data in SSIM format sent via electronic transmittal. (b) Implement

the use of SSM formatted exchanges. (c) Ensure schedule data include the following items: flight number, equipment type, airport station codes, departure/arrival times, frequency, effective/discontinue

dates, duplicate
leg cross-reference indicators including DEl 10 and DEl 50, and check-in advisement indicator DM299. 1.2 Transmission (a) Use commercially reasonable efforts

to file with OAG (or

a successor entity
or process)
the same flight information with the same Load Date (Open for Sale Date) such that flight schedules
are synchronized. (b) Use commercially reasonable efforts

to advise each other
at least
10 days prior
to Load Date of ad hoc schedule changes. 1.3 Schedule Changes/New Service (a) Advice

at least
10 days prior
to Load Date any new flight segment(s)
that are to be Codeshare Flights. (b) Make certain that such changes
are not effective prior
to Load Date. (c) Prior
to codesharing, specific procedures

for schedule change
on Codeshare flights and the reaccommodation

of Codeshare customers will be mutually agreed. 2. Internal Reservations

and Distribution Systems Subject

to Section

3, the Parties agree
to implement

the following prior
to the implementation

of Codesharing: )I

EXECUTWE VERSION- 10/01/Il 2.1 IATA standard AIRIMP Option

2 messaging with Dual Record Locator such that Codeshare Flight bookings
are synchronized. 2.2 Reciprocal Direct Access ARS links (For PNR View/Servicing) 2.3 Host to host Seamless Availability
and Direct Sell agreements between their respective ARS or participation

in the other’s host-CRS,

if different from an ARS,

at a level that provides services based on Seamless Availability

and Direct Sell. 2.4 Ability
of the Marketing Carrier

to Cascade third party CR5 Direct Access Availability, Seamless Availability

and Direct Sell requests

to the Operating Carrier, which will include Sold As Information

and Point Of Sale data as is available

to the Marketing Carrier. 2.5 IATA standard AIRIMP standard down-line continuing segments (NARINCO messages)

to provide updated booking records

in each other’s ARS. 2.6 Interline E-ticket (paperless tickets)

as well as explore other E-Commerce initiatives including,
but not limited
to, joint or common airport self service devices and internet check-in. 2.7 MVT exchanges providing

for automated FLIFO
of all Codeshare Flights accomplished bilaterally

or through alliance-enabled applications. 2,8 Reservations procedures necessary

for the support
of Codeshare Flights. 2.9 Procedures

to reduce the number
of no-show Codeshare Flight PNRs by including Codeshare records

in day of departure down-line cancellation process. 2.10 Marketing Carrier’s inventory integrity rules will apply.

It is the responsibility

of the marketing carrier

to forward ticket numbers

in AIRIMP format

to the operating carrier for bookings

on codeshare flights. As mutually agreed, the operating carrier may apply its own firming procedures

on its operated flights but shall send

a warning message

to the marketing carrier prior
to taking any flight firming actions. The marketing carrier shall provide the technical lbnctionality required

to automatically process these warning messages and to forward them
to the original booking source. 3. Through Check-In and Seamless Connecting Service The Parties agree
to implement
and maintain Through Check-in (TCI) and seamless connecting service capabilities prior
to the implementation

of codesharing. Accordingly,

the Parties agree
to the following
list of initiatives. 3.1 UAIA3 Arrival Connecting

to UAJA3 Departure (a) The Parties shall provide passengers with all down-line connecting flight seat assignments

and boarding passes

at point of initial check-in where technically feasible. (b) The Parties shall issue IATA standard automated baggage tags and check bags through

to the passenger’s final destination airport where technically feasible. (c) The Parties shall perform airline standard document checks for each connecting passenger

at point of initial check-in.

2‘I‘V

EXECUTIVE VERSION- 10/01/11 (d) Exchange industry standard Baggage Transfer Messages

to the down-line carrier

to ensure automated baggage sortation, passenger
and baggage reconciliation

and other baggage services. (e) The Parties shall capture, transmit, and process government-required information

for passengers connecting between
the Parties and traveling to/from

all APIS relevant countries,

in all customer check-in touch points.

In case of any new applicable governmental
data requirements,

the Parties shall discuss and define how any additionally required data can be exchanged between the Parties. (I) The Parties shall use their commercially reasonable efforts

to contractually commit their respective handling agents

to through check-in customers
and transmit APIS information

at the first point of contact for the whole passenger routing. The Parties reserve the right to limit, exclude

or cancel codesharing

to airports not offering such functionality

for its Marketing customers. 3.2 Training Provide the necessary staff, facility and training communication materials

as well as training sessions
for their customer service trainers and/or staff to assure full competency in providing
the functions defined herein.

3CERTIFICATEOFSERVICEIherebycertifythatonthis31stdayofJanuary2012,acopyoftheforegoingApplicationofAegeanAirlinesSocieteAnonymecl/b/aAegeanAirlinesS.A.toAmendStatementofAuthorityhasbeenservedbyelectronicmail(unlessotherwisenoted)onthefollowing:msiniekssd.comhoward.kass(i}usairways.comcari.nelson!Waa.combenjamin.s1ocum.usairways.comrppmmeratIasair.comnssparks’dtedex.comsascha.vanderbe1len2delta.comanbirdfedex.comjçff.morgan2idelta.cornionathan.lindeEunited.comcharters(aevergreenairIines.comsteve.morrissey2iunited.comben.graves(devergreenairlines.comdan.weissunited.comslachterlachter-clements.comlhal1oway(iicrowe1l.commro1lerarollerbauer.comrbkeinercrowe1l.comihi1kädowIohnes.comgmurphy(Zicrowel1.comggoerlich(ggh-airlaw.comanita.mosnerchklaw.commIbengezsr1aw.comdwight.mooreustranscom.milDirectorofFlightStandardsService(AFS-I)FederalAviationAdministration800IndependenceAvenue,SWWashington,DC20591(ViaFederalExpress)DanielE.Correll