Exhibit 10.19


 


AMENDMENT NO. 1 TO 


 


PILOT PATHWAY AGREEMENT 


 


This Amendment No. 1 to Pilot Pathway Agreement (this “Amendment”)
is dated as of October 1, 2020 (the “Amendment Effective Date”), between Southern Airways Corporation, a Delaware
corporation (together with its successors and permitted assigns, “SAC”) and SkyWest Airlines, Inc., a Utah corporation
(together with its successors and permitted assigns, “SkyWest”). Collectively, SAC and SkyWest shall be referred
to as “Parties” or individually as a “Party” where the context so requires.


 


WHEREAS, the Parties entered into that certain Pilot Pathway Agreement
dated as of July 17, 2019 to facilitate the recruitment of pilots of Southern Airways Express, LLC, a Delaware limited liability company
and wholly owned subsidiary of SAC (“SAE”), for employment at SkyWest (such agreement, as amended, supplement
or otherwise modified from time to time, the “Program Agreement”). Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned to them in the Program Agreement.


 


WHEREAS, one aspect of the Program Agreement related to certain payment
and reimbursement obligations for each of SAC and SkyWest.


 


WHEREAS, due to the current COVID pandemic, the Parties desire to amend
the Program Agreement with respect to certain payment and reimbursement obligations.


 


NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained, the Parties hereto agree to amend the Program Agreement, effective as of the Amendment Effective Date, as
follows:


 


SECTION 1. Definitions. Capitalized terms
used in this Amendment and not otherwise defined shall have the meaning set forth in the Program Agreement.


 


SECTION 2. Amendments.


 


2.01 Southern Airway Express,
LLC. Any references in the Reimbursement Agreement (SAE) or the Reimbursement Agreement (SkyWest) to “Southern Airways Pacific,
LLC” and “SAP” is incorrect and was intended to reference SAE. Accordingly, all references to “Southern Airways
Pacific, LLC” and “SAP” shall be amended to reference Southern Airways Express, LLC and SAE.


 


2.02 Reimbursement Agreements.
From and after the Amendment Effective Date, and until the Parties otherwise mutually agree, (i) SkyWest will not be obligated as part
of the Program Agreement to enter into one or more Reimbursement Agreement (SkyWest) with any pilot of SAE and (ii) SAC will not be obligated
as part of the Program Agreement to enter into one or more Reimbursement Agreement (SAE) with any pilot of SAE.


 


2.03 Reimbursement of
SAC. With respect to all periods from and after September 1, 2020, and until the Parties otherwise mutually agree, SkyWest will have
no obligation to make payment to Southern pursuant to Section 3 of the Program Agreement. The Parties agree that the only obligations
to make payments as of the date hereof are as set forth on Schedule 1 attached hereto; provided that the Parties will work together
in good faith to update Schedule 1 to include any additional payment obligations for which SAE can provide a written agreement
between the student and SAE evidencing the existence of such obligation prior to the date hereof. The Parties further agree that other
than the Program Agreement, there are no other agreements pursuant to which SkyWest has a payment obligation with respect to any pilot
pathway programs.


 


SECTION 3. Effect. Except
as amended and modified hereby, any and all of the terms and provisions of the Program Agreement shall remain in full force and effect
and are hereby in all respects ratified and confirmed by the Parties.


 


SECTION 4. This Agreement may
be executed in separate counterparts, none of which need contain the signatures of all Parties, each of which shall be deemed to be an
original, and all of which taken together constitute one and the same instrument. It shall not be necessary in making proof of this Amendment
to produce or account for more than the number of counterparts containing the respective signatures of, or on behalf of, all of the Parties
hereto.


 


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Intentionally Left Blank; Signature Page Follows]


 




     


     


    

 


IN WITNESS WHEREOF, SAC and SkyWest have executed this Amendment
as of the date first set forth above.


 


	 	SOUTHERN AIRWAYS CORPORATION 
	 	 
	 	By:	/s/ R. Stan Little, Jr.
	 	 	Name: 	 R. Stan Little, Jr. 
	 	 	Title: 	Chief Executive Officer 
	 	 
	 	SKYWEST AIRLINES, INC. 
	 	 
	 	By:	/s/ Wade Steel
	 	 	Name:	 Wade Steel 
	 	 	Title:	 Chief Commercial Officer