Exhibit 10.1b
CONFIDENTIAL INFORMATION CONTAINED IN THIS EXHIBIT HAS BEEN OMITTED FROM PUBLIC
FILING PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE U.S.
SECURITIES AND EXCHANGE COMMISSION.
THE OMITTED INFORMATION, WHICH APPEARS ON 2
PAGES OF THIS EXHIBIT AND HAS BEEN IDENTIFIED WITH THE SYMBOL "****," HAS BEEN
FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
EXECUTION COPY
NEITHER THE OFFER OR SALE OF THE WARRANTS REPRESENTED BY THIS WARRANT TO
PURCHASE COMMON STOCK NOR THE OFFER OR SALE OF THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION.
SUCH SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT, (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR (3) FOR OFFERS, SALES, PLEDGES AND TRANSFERS NOT IN VIOLATION
OF THE RESTRICTION AND RIGHT OF FIRST OFFER SET OUT IN SECTIONS 4.2 AND 4.3
HEREOF, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND
THE SECURITIES LAWS OF OTHER JURISDICTIONS, AND IN THE CASE OF A TRANSACTION
EXEMPT FROM REGISTRATION, UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE
REGISTRATION UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE LAWS OR THE
COMPANY HAS RECEIVED FROM THE HOLDER REASONABLE ASSURANCE THAT THE SECURITIES
CAN BE SOLD, ASSIGNED OR TRANSFERRED PURSUANT TO RULE 144 UNDER THE SECURITIES
ACT.
SUBJECT TO SECTION 4.2.
HEREOF, NOTWITHSTANDING THE FOREGOING, THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.
EXPRESSJET HOLDINGS, INC.
WARRANT TO PURCHASE COMMON STOCK
THIS WARRANT TO PURCHASE COMMON STOCK (this "Warrant") is issued on
February 17, 2010 (the "Issue Date") and certifies that, for value received,
United Air Lines, Inc., a Delaware Corporation (the "Holder") is entitled, upon
the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the Issue Date until 5:00 p.m.
central time on the Expiration Date
as defined in 0, (such time on such date,
the "Termination Time"), to subscribe for and purchase from ExpressJet Holdings,
Inc., a Delaware corporation (the "Company"), 2,700,000 fully paid and
nonassessble shares of Common Stock of the Company
(the "Warrant Shares"). The
purchase price of each of the Warrant Shares shall be as provided in 0.
ARTICLE I
DEFINITIONS; CONSTRUCTION
Section 1.1
Definitions.
As used herein, the following terms
shall have the following respective meanings:
"Affiliate" means any Person that, directly or indirectly through
one or more intermediaries, controls or is controlled by or is under common
control with a Person, as such terms are used in and construed under Rule 405
under the Securities Act.
"Aggregate Exercise Price" has the meaning set forth in
Section 2.1(a).
"Alternative Consideration" has the meaning set forth