Common use of Early Exercise Rights Clause in Contracts

Early Exercise Rights. (i) If, at any point during the period between November 17, 1999 and November 16, 2000 (the "First Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $180 million (the "First Measuring Period Net Revenue Benchmark") from tickets sold during the First Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), the Warrant Holder will thereupon and thereafter have the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares. In the event that the Company does not achieve the First Measuring Period Net Revenue Benchmark during the First Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares upon the expiration of the First Measuring Period and thereafter if, during the entire term of the First Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (ii) In addition to Warrant Holder's early exercise rights under Section 4(b)(i), if during the period between January 1, 2000 and December 31, 2000 (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $80 million (the "Second Measuring Period Net Revenue Benchmark") from tickets sold during the Second Measuring Period for travel on the Warrant Holder and its Code Share Partners, the Warrant Holder will on January 1, 2001 and thereafter have the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 100% of the Shares.

Early Exercise Rights. (i) IfThe Warrant Holder will earn the right to exercise Warrants for the first 500,000 Shares, at subject to adjustment as provided in Section 10 hereof, from and after the date during any point during the period between November 17, 1999 and November 16, 2000 (the "First Measuring Period"), the Company receives Net Revenue Period (as defined identified in Section 4(c)) of hereof) that the Company has sold during such Measuring Period at least $180 40.66 million (for the "First first Measuring Period Net Revenue Benchmark"ending August 1, 2000) from tickets sold during the First or $36 million (for any Measuring Period ending after August 1, 2000) of tickets issued for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "such amount being measured by the amount paid by the Company to the Warrant Holder and its Code Share Partnerscode share partners net of federal excise taxes on such amount, PFCs and related collections) ("Warrant Holder Net Fares"), the . (ii) The Warrant Holder will thereupon and thereafter have earn the right to exercise WarrantsWarrants for the full amount of the second 500,000 Shares, subject to adjustment as provided in Section 10 hereof, from and after the date during any Measuring Period (other than the Measuring Period during which Warrant Holder shall have earned the right to exercise Warrants for the first 500,000 Shares) that the Company has sold during such Measuring Period at least $67.0 million of Warrant Holder Net Fares. If, upon completion of the Measuring Period immediately following the Measuring Period for which Warrant Holder earned the right to exercise Warrants for the first 500,000 Shares, the Company has sold more than $36.0 million but less than $67.0 million of Warrant Holder Net Fares during such immediately following Measuring Period, Warrant Holder will earn (upon completion of such immediately following Measuring Period) the right to exercise that number of Warrants for a portion of the second 500,000 Shares, subject to adjustment as provided in Section 10 hereof, equal to 50% the product of the Shares. In the event that the Company does not achieve the First Measuring Period Net Revenue Benchmark during the First Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, (i) 500,000 (subject to adjustment as provided in Section 10 hereof) multiplied by (ii) a fraction, equal the numerator of which shall be the Warrant Holder Net Fares in excess of $36.0 million sold by the Company during such immediately following Measuring Period, and the denominator of which shall be $31.0 million. Thereafter, subject to 50% the provisions of Section 4(a), the Warrant Holder will earn the right to exercise Warrants for any remaining Shares only from and after the date during any Measuring Period that the Company has sold during such Measuring Period at least $67.0 million of Warrant Holder Net Fares. (iii) Warrant Holder Net Fares will be measured separately, not cumulatively. For example, if the Company has sold Warrant Holder Net Fares of $40.66 million during the first Measuring Period, $61.0 million during the second Measuring Period, and $64.0 million during the third Measuring Period, then the Warrant Holder will earn the right to exercise Warrants for the first 500,000 Shares upon the expiration date the Company has first sold $40.66 million of Warrant Holder Net Fares during the first Measuring Period, the right to exercise Warrants for 403,226 Shares (500,000 x 25/31) upon completion of the First second Measuring Period, and no additional Shares at any time during or upon completion of the third Measuring Period. For purposes of this example, it is assumed that no adjustment pursuant to Section 10 hereof has occurred. If, for the first Measuring Period and thereafter ending August 1, 2000, Warrant Holder Net Fares do not equal or exceed $40.66 million, Warrant Holder will not with respect to the first Measuring Period earn the right to exercise Warrant for the first 500,000 shares, but will earn the right to exercise Warrants for the first 500,000 Shares in a subsequent Measuring Period if, during the entire term of the First in such subsequent Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket servicesNet Fares for such subsequent Measuring Period equals or exceeds $36 million." (iiC) In addition to Warrant Holder's early exercise rights under Section 4(b)(i), if during the period between January 1, 2000 and December 31, 2000 (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $80 million (the "Second Measuring Period Net Revenue Benchmark") from tickets sold during the Second Measuring Period for travel on the Warrant Holder and Agreement is hereby amended to read in its Code Share Partners, the Warrant Holder will on January 1, 2001 and thereafter have the right to exercise Warrants, subject to adjustment entirety as provided in Section 10 hereof, equal to 100% of the Shares.follows:

Early Exercise Rights. (i) If, at any point during the period between November 17, 1999 and November 16, 2000 (the "First Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $180 million (the "First Measuring Period Net Revenue Benchmark") from tickets sold during the First Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), the Warrant Holder will thereupon and thereafter have the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares. In the event that the Company does not achieve the First Measuring Period Net Revenue Benchmark during the First Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares upon the expiration of the First Measuring Period and thereafter if, during the entire term of the First Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (ii) In addition to Warrant Holder's early Hold▇▇'▇ ▇arly exercise rights under Section 4(b)(i), if during the period between January 1, 2000 and December 31, 2000 (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $80 million (the "Second Measuring Period Net Revenue Benchmark") from tickets sold during the Second Measuring Period for travel on the Warrant Holder and its Code Share Partners, the Warrant Holder will on January 1, 2001 and thereafter have the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 100% of the Shares.

Early Exercise Rights. (i) If, at any point during the period between November 17, 1999 [**] and November 16, 2000 [**] (the "First Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $180 [**] million (the "First Measuring Period Net Revenue Benchmark") from tickets sold during the First Measuring Period for travel on the Warrant Holder, [**]=Confidential Treatment requested for redacted portion its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), the Warrant Holder will thereupon and thereafter have the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares. In the event that the Company does not achieve the First Measuring Period Net Revenue Benchmark during the First Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50[**]% of the Shares upon the expiration of the First Measuring Period and thereafter if, during the entire term of the First Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (ii) In addition to Warrant Holder's early exercise rights under Section 4(b)(i), if during the period between January 1, 2000 [**] and December 31, 2000 [**] (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $80 [**] million (the "Second Measuring Period Net Revenue Benchmark") from tickets sold during the Second Measuring Period for travel on the Warrant Holder and its Code Share Partners, the Warrant Holder will on January 1, 2001 [**] and thereafter have the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 100[**]% of the Shares.

Early Exercise Rights. Subject to the provisions of Section 4(d) hereof, Warrant Holder shall have the following early exercise rights: (i) If, The Warrant Holder will have the right at any point time during the period between November 17, 1999 and November 16, 2000 (the "First first Measuring Period"), the Company receives Net Revenue Period (as defined in Section 4(c) below), to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to [**]% or [**]% of the Shares, as applicable, provided that, except as otherwise provided in Sections 4(b)(iii) and 4(b)(iv) hereof, (i) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $180 [**] million of Net Revenues (the "First Measuring Period Net Revenue Benchmark"as also defined in Section 4(c) below) from tickets sold during the First such Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), and (ii) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (ii) The Warrant Holder will thereupon and thereafter have the right at any time during the second Measuring Period and all remaining Measuring Periods thereafter, to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50[**]% or [**]% of the Shares. In , as applicable, or such lesser percentage of the event Shares as shall constitute all of the remaining Shares not then exercisable; provided that (i) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Company does not achieve the First Measuring Period Net Revenue Benchmark has, on an aggregated basis during the First applicable Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares upon the expiration of the First Measuring Period and thereafter if, during the entire term of the First Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (ii) In addition to Warrant Holder's early exercise rights under Section 4(b)(i), if during the period between January 1, 2000 and December 31, 2000 (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of received at least $80 [**] million (the "Second Measuring Period of Net Revenue Benchmark") Revenues from tickets sold during the Second such Measuring Period for travel on the Warrant Holder and its Code Share Partners, and (ii) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Company has, on an aggregated basis during the applicable Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder will and its Code Share Partners. (iii) Notwithstanding the Net Revenue benchmarks specified in clauses (i) and (ii) of this Section 4(b) for the early exercisability of Warrants, if, in any Measuring Period, the Company fails to achieve the minimum Net Revenues from ticket sales for travel on January 1Warrant Holder and its Code Share Partners necessary to enable Warrant Holder to exercise Warrants for the [**]% or [**]% portion of Shares that would otherwise become exercisable if such benchmarks were achieved during such Measuring Period, 2001 then, effective on the last day of such Measuring Period and thereafter thereafter, Warrant Holder (i) shall have the right to exercise WarrantsWarrants for the [**]% portion of Warrants that would otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, subject if Warrant Holders and its Code Share Partners' percentage of the aggregate of all ticket sale revenues (calculated using the same methodology used to adjustment calculate Net Revenue hereunder) received by the Company for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (as provided defined in Section 10 hereof4(c) below) (the "[**]% Fair Share Threshold"), equal and (ii) shall have the right to 100exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, if Warrant Holder's and its Code Share Partners' percentage of the aggregate of all ticket sale revenues received by the Company for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (the Shares"[**]% Fair Share Threshold"). (iv) In the event that the Company does not achieve the $[**] million Net Revenue benchmark specified in clauses (i) of this Section 4(b) and Warrant Holder does not achieve the [**]% Fair Share Threshold specified in clause (iii) of this Section 4(b) for the early exercisability of Warrants for the first Measuring Period, Warrant Holder shall have the right upon completion of the first Measuring Period and thereafter to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon the Company's achieving the $[**] million Net Revenue benchmark or Warrant Holder's achieving the [**]% Fair Share Threshold for such Measuring Period, if, during the entire term of the first Measuring Period, Warrant Holder does not voluntarily participate in any "demand collection system" (as defined in Section 4 (d)) other than the Company's and its affiliates' airline ticket services.

Early Exercise Rights. Subject to the provisions of Section 4(d) hereof, Warrant Holder shall have the following early exercise rights: (i) If, The Warrant Holder will have the right at any point time during the period between November 17, 1999 and November 16, 2000 (the "First first Measuring Period"), the Company receives Net Revenue Period (as defined in Section 4(c) below), to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to [**]% or [**]% of the Shares, as applicable, provided that, except as otherwise provided in Sections 4(b)(iii) and 4(b)(iv) hereof, (i) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $180 [**] million of Net Revenues (the "First Measuring Period Net Revenue Benchmark"as also defined in Section 4(c) below) from tickets sold during the First such Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), and (ii) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (ii) The Warrant Holder will thereupon and thereafter have the right at any time during the second Measuring Period and all remaining Measuring Periods thereafter, to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50[**]% or [**]% of the Shares. , as applicable, or such lesser percentage of the Shares as shall constitute all of the remaining Shares not then exercisable; provided that (i) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Company has, on an aggregated basis during the applicable Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners, and (ii) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Company has, on an aggregated basis during the applicable Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (iii) Notwithstanding the Net Revenue benchmarks specified in clauses (i) and (ii) of this Section 4(b) for the early exercisability of Warrants, if, in any Measuring Period, the Company fails to achieve the minimum Net Revenues from ticket sales for travel on Warrant Holder and its Code Share Partners necessary to enable Warrant Holder to exercise Warrants for the [**]% or [**]% portion of Shares that would otherwise become exercisable if such benchmarks were achieved during such Measuring Period, then, effective on the last day of such Measuring Period and thereafter, Warrant Holder (i) shall have the right to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, if Warrant Holders and its Code Share Partners' percentage of the aggregate of all ticket sale revenues (calculated using the same methodology used to calculate Net Revenue hereunder) received by the Company for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (as defined in Section 4(c) below) (the "[**]% Fair Share Threshold"), and (ii) shall have the right to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, if Warrant Holder's and its Code Share Partners' percentage of the aggregate of all ticket sale revenues received by the Company for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (the "[**]% Fair Share Threshold"). (iv) In the event that the Company does not achieve the First Measuring Period $83.3 million Net Revenue Benchmark during benchmark specified in clauses (i) of this Section 4(b) and Warrant Holder does not achieve the First [**]% Fair Share Threshold specified in clause (iii) of this Section 4(b) for the early exercisability of Warrants for the first Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% shall have the right upon completion of the Shares upon the expiration of the First first Measuring Period and thereafter to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon the Company's achieving the $[**] million Net Revenue benchmark or Warrant Holder's achieving the [**]% Fair Share Threshold for such Measuring Period, if, during the entire term of the First first Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (ii) In addition to Warrant Holder's early exercise rights under Section 4(b)(i), if during the period between January 1, 2000 and December 31, 2000 (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $80 million (the "Second Measuring Period Net Revenue Benchmark") from tickets sold during the Second Measuring Period for travel on the Warrant Holder and its Code Share Partners, the Warrant Holder will on January 1, 2001 and thereafter have the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 100% of the Shares.

Early Exercise Rights. Subject to the provisions of Section 4(d) hereof, Warrant Holder shall have the following early exercise rights: (i) If, The Warrant Holder will have the right at any point time during the period between November 17, 1999 and November 16, 2000 (the "First first Measuring Period"), the Company receives Net Revenue Period (as defined in Section 4(c) below), to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to [**]% or [**]% of the Shares, as applicable, provided that, except as otherwise provided in Sections 4(b)(iii) and 4(b)(iv) hereof, (i) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $180 [**] million of Net Revenues (the "First Measuring Period Net Revenue Benchmark"as also defined in Section 4(c) below) from tickets sold during the First such Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), and (ii) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (ii) The Warrant Holder will thereupon and thereafter have the right at any time during the second Measuring Period and all remaining Measuring Periods thereafter, to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50[**]% or [**]% of the Shares. In , as applicable, or such lesser percentage of the event Shares as shall constitute all of the remaining Shares not then exercisable; provided that (i) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Company does not achieve the First Measuring Period Net Revenue Benchmark has, on an aggregated basis during the First applicable Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares upon the expiration of the First Measuring Period and thereafter if, during the entire term of the First Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (ii) In addition to Warrant Holder's early exercise rights under Section 4(b)(i), if during the period between January 1, 2000 and December 31, 2000 (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of received at least $80 [**] million (the "Second Measuring Period of Net Revenue Benchmark") Revenues from tickets sold during the Second such Measuring Period for travel on the Warrant Holder and its Code Share Partners, and (ii) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Company has, on an aggregated basis during the applicable Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder will and its Code Share Partners. (iii) Notwithstanding the Net Revenue benchmarks specified in clauses (i) and (ii) of this Section 4(b) for the early exercisability of Warrants, if, in any Measuring Period, the Company fails to achieve the minimum Net Revenues from ticket sales for travel on January 1Warrant Holder and its Code Share Partners necessary to enable Warrant Holder to exercise Warrants for the [**]% or [**]% portion of Shares that would otherwise become exercisable if such benchmarks were achieved during such Measuring Period, 2001 then, effective on the last day of such Measuring Period and thereafter thereafter, Warrant Holder (i) shall have the right to exercise WarrantsWarrants for the [**]% portion of Warrants that would otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, subject if Warrant Holders and its Code Share Partners' percentage of the aggregate of all ticket sale revenues (calculated using the same methodology used to adjustment calculate Net Revenue hereunder) received by the Company for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (as provided defined in Section 10 hereof4(c) below) (the "[**]% Fair Share Threshold"), equal and (ii) shall have the right to 100exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, if Warrant Holder's and its Code Share Partners' percentage of the aggregate of all ticket sale revenues received by the Company for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (the Shares"[**]% Fair Share Threshold"). (iv) In the event that the Company does not achieve the $[**] million Net Revenue benchmark specified in clauses (i) of this Section 4(b) and Warrant Holder does not achieve the [**]% Fair Share Threshold specified in clause (iii) of this Section 4(b) for the early exercisability of Warrants for the first Measuring Period, Warrant Holder shall have the right upon completion of the first Measuring Period and thereafter to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon the Company's achieving the $[**] million Net Revenue benchmark or Warrant Holder's achieving the [**]% Fair Share Threshold for such Measuring Period, if, during the entire term of the first Measuring Period, Warrant Holder does not voluntarily participate in any "demand collection system" (as defined in Section 4(d)) other than the Company's airline ticket service.

Early Exercise Rights. (i) IfThe Warrant Holder will earn the right to exercise Warrants for the first 500,000 Shares, at subject to adjustment as provided in Section 10 hereof, from and after the date during any point during the period between November 17, 1999 and November 16, 2000 (the "First Measuring Period"), the Company receives Net Revenue Period (as defined identified in Section 4(c)) of hereof) that the Company has sold during such Measuring Period at least $180 50 million (the "First Measuring Period Net Revenue Benchmark") from of tickets sold during the First Measuring Period issued for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "such amount being measured by the amount paid by the Company to the Warrant Holder and its Code Share Partnerscode share partners net of federal excise taxes on such amount, PFCs and related collections) ("Warrant Holder Net Fares"), the . (ii) The Warrant Holder will thereupon and thereafter have earn the right to exercise WarrantsWarrants for the full amount of the second 500,000 Shares, subject to adjustment as provided in Section 10 hereof, from and after the date during any Measuring Period (other than the Measuring Period during which Warrant Holder shall have earned the right to exercise Warrants for the first 500,000 Shares) that the Company has sold during such Measuring Period at least $95 million of Warrant Holder Net Fares. If, upon completion of the Measuring Period immediately following the Measuring Period for which Warrant Holder earned the right to exercise Warrants for the first 500,000 Shares, the Company has sold more than $50 million but less than $95 million of Warrant Holder Net Fares during such immediately following Measuring Period, Warrant Holder will earn (upon completion of such immediately following Measuring Period) the right to exercise that number of Warrants for a portion of the second 500,000 Shares, subject to adjustment as provided in Section 10 hereof, equal to 50% the product of the Shares. In the event that the Company does not achieve the First Measuring Period Net Revenue Benchmark during the First Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, (i) 500,000 (subject to adjustment as provided in Section 10 hereof) MULTIPLIED by (ii) a fraction, equal to 50% the numerator of which shall be the Shares upon Warrant Holder Net Fares in excess of $50 million sold by the expiration of the First Measuring Period and thereafter if, Company during the entire term of the First such immediately following Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than and the Company's and its affiliates' airline ticket services. (ii) In addition denominator of which shall be $45 million. Thereafter, subject to Warrant Holder's early exercise rights under the provisions of Section 4(b)(i4(a), if during the period between January 1, 2000 and December 31, 2000 (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $80 million (the "Second Measuring Period Net Revenue Benchmark") from tickets sold during the Second Measuring Period for travel on the Warrant Holder and its Code Share Partners, the Warrant Holder will on January 1, 2001 and thereafter have earn the right to exercise WarrantsWarrants for any remaining Shares only from and after the date during any Measuring Period that the Company has sold during such Measuring Period at least $95 million of Warrant Holder Net Fares. (iii) Warrant Holder Net Fares will be measured separately, subject not cumulatively. For example, if the Company has sold Warrant Holder Net Fares of $50 million during the first Measuring Period, $85 million during the second Measuring Period, and $90 million during the third Measuring Period, then the Warrant Holder will earn the right to exercise Warrants for the first 500,000 Shares upon the date the Company has first sold $50 million of Warrant Holder Net Fares during the first Measuring Period, the right to exercise Warrants for 388,888 Shares (500,000 x 35/45) upon completion of the second Measuring Period, and no additional Shares at any time during or upon completion of the third Measuring Period. For purposes of this example, it is assumed that no adjustment as provided in pursuant to Section 10 hereof, equal to 100% of the Shareshereof has occurred.

Early Exercise Rights. Subject to the provisions of Section 4(d) hereof, Warrant Holder shall have the following early exercise rights: (i) If, The Warrant Holder will have the right at any point time during the period between November 17, 1999 and November 16, 2000 (the "First first Measuring Period"), the Company receives Net Revenue Period (as defined in Section 4(c)) below) and at any time thereafter until the Termination Date, to exercise Warrants equal to [**]=Confidential Treatment requested for redacted portion [**]% or [**]% of the Shares, as applicable, subject to adjustment as provided in Section 10 hereof, provided that, except as otherwise provided in Sections 4(b)(iii) and 4(b)(iv) hereof, (i) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until Warrant Holder has, on an aggregated basis with respect to the first Measuring Period, achieved at least $180 [**] million (the "First Measuring Period of Net Revenue Benchmark"(as also defined in Section 4(c) below) from tickets sold by the Company during the First such Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), the Warrant Holder will thereupon and thereafter have (ii) the right to exercise WarrantsWarrants for [**]% of the Shares shall not accrue unless and until Warrant Holder has, on an aggregated basis with respect to the first Measuring Period, achieved at least $[**] million of Net Revenue from tickets sold by the Company during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (ii) The Warrant Holder will have the right at any time during the second Measuring Period and all remaining Measuring Periods thereafter and at any time after the applicable Measuring Period until the Termination Date, to exercise Warrants equal to [**]% or [**]% of the Shares, as applicable, subject to adjustment as provided in Section 10 hereof, equal or such lesser percentage of the Shares as shall constitute all of the remaining Shares not then exercisable; provided that (i) the right to 50exercise Warrants for [**]% of such Shares shall not accrue unless and until the Shares. In Warrant Holder has, on an aggregated basis with respect to the event that the Company does not achieve the First Measuring Period Net Revenue Benchmark during the First applicable Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares upon the expiration of the First Measuring Period and thereafter if, during the entire term of the First Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (ii) In addition to Warrant Holder's early exercise rights under Section 4(b)(i), if during the period between January 1, 2000 and December 31, 2000 (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of achieved at least $80 [**] million (the "Second Measuring Period of Net Revenue Benchmark") from tickets sold by the Company during the Second such Measuring Period for travel on the Warrant Holder and its Code Share Partners, and (ii) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Warrant Holder will has, on January 1an aggregated basis with respect to the applicable Measuring Period, 2001 achieved at least $[**] million of Net Revenue from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (iii) Notwithstanding the Net Revenue benchmarks specified in clauses (i) and (ii) of this Section 4(b) for the early exercisability of Warrants, if, with respect to any Measuring Period, the Warrant Holder fails to achieve the minimum Net Revenue from ticket sales by the Company for travel on Warrant Holder and its Code Share Partners necessary to enable Warrant Holder to exercise Warrants for the [**]% or [**]% portion of Shares that would otherwise become exercisable if such benchmarks were achieved with respect to such Measuring Period, then, effective on the last day of such Measuring Period and thereafter at any time until the Termination Date, Warrant Holder (i) shall have the right to exercise WarrantsWarrants for the [**]% portion of Warrants that would have otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, subject if Warrant Holder and its Code Share Partners' Net Revenue, expressed [**]=Confidential Treatment requested for redacted portion as a percentage of the aggregate of all ticket sale net revenues (calculated using the same methodology used to adjustment calculate Net Revenue hereunder) achieved by all airlines participating in the Company's "demand collection system" (collectively, "participating airlines") resulting from the Company's sale of airline tickets for travel on such airlines solely for U.S. originating O&D's for such Measuring Period, equals or exceeds [**]% of Warrant Holder's Fair Share (as provided defined in Section 10 hereof4(c) below) (the "[**]% Fair Share Threshold") with respect to such Measuring Period, equal to 100% of the Shares.and

Early Exercise Rights. (i) If, The Warrant Holder will have the right at any point time during the period between November 17, 1999 and November 16, 2000 (the "First first Measuring Period"), the Company receives Net Revenue Period (as defined in Section 4(c) below), to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to [**]% or [**]% of the Shares, as applicable, provided that, except as otherwise provided in Sections 4(b)(iii) and 4(b)(iv) hereof, (i) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $180 [**] million of Net Revenues (the "First Measuring Period Net Revenue Benchmark"as also defined in Section 4(c) below) from tickets sold during the First such Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), and (ii) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (ii) During the period which Warrant Holder is subject to a first look disadvantage in the Company's airline allocation system relative to Delta Air Lines, Inc., Net Revenues, for the purpose of measurement toward early exercise in the first Measuring Period, will thereupon and thereafter be multiplied by a factor of three (3). Additionally, in the event that Warrant Holder remains subject to a first look disadvantage relative to Delta Air Lines, Inc. on [**], Warrant Holder will be entitled to exercise Warrants for [**]% of the Shares beginning [**]. Any such early exercise will be offset against the early exercise rights for the first Measuring Period. (iii) The Warrant Holder will have the right at any time during the second Measuring Period and all remaining Measuring Periods thereafter, to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50[**]% or [**]% of the Shares, as applicable, or such lesser percentage of the Shares as shall constitute all of the remaining Shares not then exercisable; provided that (i) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Company has, on an aggregated basis during the applicable Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners, and (ii) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Company has, on an aggregated basis during the applicable Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (iv) Notwithstanding the Net Revenue benchmarks specified in clauses (i) and (ii) of this Section 4(b) for the early exercisability of Warrants, if, in any Measuring Period, the Company fails to achieve the minimum Net Revenues from ticket sales for travel on Warrant Holder and its Code Share Partners necessary to enable Warrant Holder to exercise Warrants for the [**]% or [**]% portion of Shares that would otherwise become exercisable if such benchmarks were achieved during such Measuring Period, then, effective on the last day of such Measuring Period and thereafter, Warrant Holder (i) shall have the right to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, if Warrant Holders and its Code Share Partners' percentage of the aggregate of all ticket sale revenues (calculated using the same methodology used to calculate Net Revenue hereunder) received by the Company for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (as defined in Section 4(c) below)(the "[**]% Fair Share Threshold"), and (ii) shall have the right to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, if Warrant Holder's and its Code Share Partners' percentage of the aggregate of all ticket sale revenues received by the Company for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (the "[**]% Fair Share Threshold"). For purposes of determining whether Warrant Holder achieves the [**]% Fair Share Threshold and/or the [**]% Fair Share Threshold for the first, and only the first, Measuring Period, the parties shall calculate Warrant Holder's and its Code Share Partners' percentage of the Company's ticket sale revenues for U.S. originating O&D's for such period based on either (i) their percentage of the aggregate of all ticket sale revenues received by the Company for ticket sales for U.S. originating O&D's during the entire first Measuring Period, or (ii) their percentage of the aggregate of all ticket sale revenues received by the Company for ticket sales for U.S. originating O&D's during the final six (6) months of the First Measuring Period, whichever is more favorable for the Warrant Holder. (v) In the event that the Company does not achieve the First Measuring Period $[**] million Net Revenue Benchmark during benchmark specified in clauses (i) of this Section 4(b) and Warrant Holder does not achieve the First [**]% Fair Share Threshold specified in clause (iii) of this Section 4(b) for the early exercisability of Warrants for the first Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% shall have the right upon completion of the Shares upon the expiration of the First first Measuring Period and thereafter to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon the Company's achieving the $[**] million Net Revenue benchmark or Warrant Holder's achieving the [**]% Fair Share Threshold for such Measuring Period, if, during the entire term of the First first Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (vi) In the event that the Company does not achieve the $[**] million Net Revenue benchmark specified in clause (ii) In addition of this Section 4(b) and Warrant Holder does not achieve the [**]% Fair Share Threshold specified in clause (iii) of this Section 4(b) for the early exercisability of Warrants for the second Measuring Period, Warrant Holder shall have the right upon completion of the second Measuring Period and thereafter to exercise Warrants for [**]% of the [**]% portion of the Warrants that would have otherwise become exercisable upon the Company's achieving the $[**] million Net Revenue benchmark or Warrant Holder's early exercise rights under Section 4(b)(i)achieving the [**]% Fair Share Threshold for such Measuring Period, if if, during the period between January 1, 2000 and December 31, 2000 (entire term of the "Second second Measuring Period"), Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (vii) In the event that the Company receives does not achieve the $[**] million Net Revenue benchmark specified in clause (as defined in Section 4(c)ii) of at least $80 million (the "Second Measuring Period Net Revenue Benchmark"this Section 4(b) from tickets sold during the Second Measuring Period for travel on the and Warrant Holder and its Code does not achieve the [**]% Fair Share PartnersThreshold specified in clause (iii) of this Section 4(b) for the early exercisability of Warrants for the third Measuring Period, the Warrant Holder will on January 1, 2001 and thereafter shall have the right upon completion of the third Measuring Period and thereafter to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 100Warrants for [**]% of the Shares[**]% portion of the Warrants that would have otherwise become exercisable upon the Company's achieving the $[**] million Net Revenue benchmark or Warrant Holder's achieving the [**]% Fair Share Threshold for such Measuring Period, if, during the entire term of the third Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services.

Early Exercise Rights. (i) If, The Warrant Holder will have the right at any point time during the period between November 17, 1999 and November 16, 2000 (the "First first Measuring Period"), the Company receives Net Revenue Period (as defined in Section 4(c) below), to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to [**]% or [**]% of the Shares, as applicable, provided that, except as otherwise provided in Sections 4(b)(iii) and 4(b)(iv) hereof, (i) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $180 [**] million of Net Revenues (the "First Measuring Period Net Revenue Benchmark"as also defined in Section 4(c) below) from tickets sold during the First such Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), and (ii) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until the Company has, on an aggregated basis during the first Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (ii) The Warrant Holder will thereupon and thereafter have the right at any time during the second Measuring Period and all remaining Measuring Periods thereafter, to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50[**]% or [**]% of the Shares, as applicable, or such lesser percentage of the Shares as shall constitute all of the remaining Shares not then exercisable; provided that (i) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Company has, on an aggregated basis during the applicable Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners, and (ii) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Company has, on an aggregated basis during the applicable Measuring Period, received at least $[**] million of Net Revenues from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (iii) Notwithstanding the Net Revenue benchmarks specified in clauses (i) and (ii) of this Section 4(b) for the early exercisability of Warrants, if, in any Measuring Period, the Company fails to achieve the minimum Net Revenues from ticket sales for travel on Warrant Holder and its Code Share Partners necessary to enable Warrant Holder to exercise Warrants for the [**]% or [**]% portion of Shares that would otherwise become exercisable if such benchmarks were achieved during such Measuring Period, then, effective on the last day of such Measuring Period and thereafter, Warrant Holder (i) shall have the right to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, if Warrant Holders and its Code Share Partners' percentage of the aggregate of all ticket sale revenues (calculated using the same methodology used to calculate Net Revenue hereunder) received by the Company for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (as defined in Section 4(c) below)(the "[**]% Fair Share Threshold"), and (ii) shall have the right to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, if Warrant Holder's and its Code Share Partners' percentage of the aggregate of all ticket sale revenues received by the Company for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (the "[**]% Fair Share Threshold"). For purposes of determining whether Warrant Holder achieves the [**]% Fair Share Threshold and/or the [**]% Fair Share Threshold for the first, and only the first, Measuring Period, the parties shall calculate Warrant Holder's and its Code Share Partners' percentage of the Company's ticket sale revenues for U.S. originating O&D's for such period based on either (i) their percentage of the aggregate of all ticket sale revenues received by the Company for ticket sales for U.S. originating O&D's during the entire first Measuring Period, or (ii) their percentage of the aggregate of all ticket sale revenues received by the Company for ticket sales for U.S. originating O&D's during the final six (6) months of the First Measuring Period, whichever is more favorable for the Warrant Holder. (iv) In the event that the Company does not achieve the First Measuring Period $[**] million Net Revenue Benchmark during benchmark specified in clauses (i) of this Section 4(b) and Warrant Holder does not achieve the First [**]% Fair Share Threshold specified in clause (iii) of this Section 4(b) for the early exercisability of Warrants for the first Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% shall have the right upon completion of the Shares upon the expiration of the First first Measuring Period and thereafter to exercise Warrants for the [**]% portion of Warrants that would otherwise become exercisable upon the Company's achieving the $[**] million Net Revenue benchmark or Warrant Holder's achieving the [**]% Fair Share Threshold for such Measuring Period, if, during the entire term of the First first Measuring Period, Warrant Holder does not voluntarily participate in any name- your-price airline ticket service other than (i) the Company's and its affiliates' airline ticket services and (ii) any other name-your price airline ticket service with which Warrant Holder was discussing participation prior to the date of execution this agreement. (v) In the event that the Company does not achieve the $[**] million Net Revenue benchmark specified in clause (ii) of this Section 4(b) and Warrant Holder does not achieve the [**]% Fair Share Threshold specified in clause (iii) of this Section 4(b) for the early exercisability of Warrants for the second Measuring Period, Warrant Holder shall have the right upon completion of the second Measuring Period and thereafter to exercise Warrants for [**]% of the [**]% portion of the Warrants that would have otherwise become exercisable upon the Company's achieving the $[**] million Net Revenue benchmark or Warrant Holder's achieving the [**]% Fair Share Threshold for such Measuring Period, if, during the entire term of the second Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than (i) the Company's and its affiliates' airline ticket servicesservices and (ii) any other name-your price airline ticket service with which Warrant Holder was discussing participation prior to the date of execution this agreement. (vi) In the event that the Company does not achieve the $[**] million Net Revenue benchmark specified in clause (ii) In addition of this Section 4(b) and Warrant Holder does not achieve the [**]% Fair Share Threshold specified in clause (iii) of this Section 4(b) for the early exercisability of Warrants for the third Measuring Period, Warrant Holder shall have the right upon completion of the third Measuring Period and thereafter to exercise Warrants for [**]% of the [**]% portion of the Warrants that would have otherwise become exercisable upon the Company's achieving the $[**] million Net Revenue benchmark or Warrant Holder's early exercise rights under Section 4(b)(i)achieving the [**]% Fair Share Threshold for such Measuring Period, if if, during the period between January 1, 2000 and December 31, 2000 (entire term of the "Second third Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $80 million (the "Second Measuring Period Net Revenue Benchmark") from tickets sold during the Second Measuring Period for travel on the Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than (i) the Company's and its Code Share Partners, the affiliates' airline ticket services and (ii) any other name-your price airline ticket service with which Warrant Holder will on January 1, 2001 and thereafter have was discussing participation prior to the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 100% date of the Sharesexecution this agreement.

Early Exercise Rights. Subject to the provisions of Section 4(d) hereof, Warrant Holder shall have the following early exercise rights: (i) If, The Warrant Holder will have the right at any point time during the period between November 17, 1999 and November 16, 2000 (the "First first Measuring Period"), the Company receives Net Revenue Period (as defined in Section 4(c)) below) and at any time thereafter until the Termination Date, to exercise Warrants equal to [**]=Confidential Treatment requested for redacted portion [**]% or [**]% of the Shares, as applicable, subject to adjustment as provided in Section 10 hereof, provided that, except as otherwise provided in Sections 4(b)(iii) and 4(b)(iv) hereof, (i) the right to exercise Warrants for [**]% of the Shares shall not accrue unless and until Warrant Holder has, on an aggregated basis with respect to the first Measuring Period, achieved at least $180 [**] million (the "First Measuring Period of Net Revenue Benchmark"(as also defined in Section 4(c) below) from tickets sold by the Company during the First such Measuring Period for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), the Warrant Holder will thereupon and thereafter have (ii) the right to exercise WarrantsWarrants for [**]% of the Shares shall not accrue unless and until Warrant Holder has, on an aggregated basis with respect to the first Measuring Period, achieved at least $[**] million of Net Revenue from tickets sold by the Company during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (ii) The Warrant Holder will have the right at any time during the second Measuring Period and all remaining Measuring Periods thereafter and at any time after the applicable Measuring Period until the Termination Date, to exercise Warrants equal to [**]% or [**]% of the Shares, as applicable, subject to adjustment as provided in Section 10 hereof, equal or such lesser percentage of the Shares as shall constitute all of the remaining Shares not then exercisable; provided that (i) the right to 50exercise Warrants for [**]% of such Shares shall not accrue unless and until the Shares. In Warrant Holder has, on an aggregated basis with respect to the event that the Company does not achieve the First Measuring Period Net Revenue Benchmark during the First applicable Measuring Period, the Warrant Holder will still be entitled to exercise Warrants, subject to adjustment as provided in Section 10 hereof, equal to 50% of the Shares upon the expiration of the First Measuring Period and thereafter if, during the entire term of the First Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (ii) In addition to Warrant Holder's early exercise rights under Section 4(b)(i), if during the period between January 1, 2000 and December 31, 2000 (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of achieved at least $80 [**] million (the "Second Measuring Period of Net Revenue Benchmark") from tickets sold by the Company during the Second such Measuring Period for travel on the Warrant Holder and its Code Share Partners, and (ii) the right to exercise Warrants for [**]% of such Shares shall not accrue unless and until the Warrant Holder will has, on January 1an aggregated basis with respect to the applicable Measuring Period, 2001 achieved at least $[**] million of Net Revenue from tickets sold during such Measuring Period for travel on the Warrant Holder and its Code Share Partners. (iii) Notwithstanding the Net Revenue benchmarks specified in clauses (i) and (ii) of this Section 4(b) for the early exercisability of Warrants, if, with respect to any Measuring Period, the Warrant Holder fails to achieve the minimum Net Revenue from ticket sales by the Company for travel on Warrant Holder and its Code Share Partners necessary to enable Warrant Holder to exercise Warrants for the [**]% or [**]% portion of Shares that would otherwise become exercisable if such benchmarks were achieved with respect to such Measuring Period, then, effective on the last day of such Measuring Period and thereafter at any time until the Termination Date, Warrant Holder (i) shall have the right to exercise WarrantsWarrants for the [**]% portion of Warrants that would have otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, subject if Warrant Holder and its Code Share Partners' Net Revenue, expressed [**]=Confidential Treatment requested for redacted portion as a percentage of the aggregate of all ticket sale net revenues (calculated using the same methodology used to adjustment calculate Net Revenue hereunder) achieved by all airlines participating in the Company's "demand collection system" (collectively, "participating airlines") resulting from the Company's sale of airline tickets for travel on such airlines solely for U.S. originating O&D's for such Measuring Period, equals or exceeds [**]% of Warrant Holder's Fair Share (as provided defined in Section 10 hereof4(c) below) (the "[**]% Fair Share Threshold") with respect to such Measuring Period, equal and (ii) shall have the right to 100exercise Warrants for the [**]% portion of Warrants that would have otherwise become exercisable upon achieving the corresponding Net Revenue benchmark for such Measuring Period, if Warrant Holder and its Code Share Partners' Net Revenue, expressed as a percentage of the aggregate of all ticket sale net revenues (calculated using the same methodology used to calculate Net Revenue hereunder) achieved by all participating airlines resulting from the Company's sale of airline tickets for travel on such airlines solely for U.S. originating O&D's for such Measuring Period, equals or exceeds [**]% of Warrant Holder's Fair Share (the Shares"[**]% Fair Share Threshold") with respect to such Measuring Period. (iv) Notwithstanding the foregoing, if the Warrant Holder does not achieve the $[**] million Net Revenue benchmark specified in clause (i) of this Section 4(b) and Warrant Holder does not achieve the [**]% Fair Share Threshold specified in clause (iii) of this Section 4(b) for the early exercisability of Warrants for the first Measuring Period, Warrant Holder shall have the right upon completion of the first Measuring Period and thereafter until the Termination Date to exercise Warrants for the [**]% portion of Shares that would otherwise become exercisable upon the Company's achieving the $[**] million Net Revenue benchmark or Warrant Holder's achieving the [**]% Fair Share Threshold for such Measuring Period, if, during the entire term of the first Measuring Period, Warrant Holder does not voluntarily participate in any "demand collection system" (as defined in Section 4(b)) for Warrant Holder's sale of airline tickets over the Internet other than the Company's and its affiliates' leisure airline ticket services.

Early Exercise Rights. Subject to the provisions of Section 4(d) hereof, Warrant Holder shall have the following early exercise rights: (i) IfThe Warrant Holder will earn the right to exercise Warrants for the first [**] Shares, at subject to adjustment as provided in Section 10 hereof, upon completion of any point during the period between November 17, 1999 and November 16, 2000 (the "First Measuring Period"), the Company receives Net Revenue Period (as defined identified in Section 4(c)) of hereof) during which the Company has sold at least $180 [**] million (the "First Measuring Period Net Revenue Benchmark") from of tickets sold during the First Measuring Period issued for travel on the Warrant Holder, its subsidiaries and/or on the Warrant Holder's code share partners using Warrant Holder's code (collectively, "Warrant Holder and its Code Share Partners"), ) (such amount being measured by the amount paid by the Company to the Warrant Holder and its code share partners net of federal excise taxes on such amount, PFCs and related collections) ("Net Revenue"). (ii) The Warrant Holder will thereupon and thereafter have earn the right to exercise WarrantsWarrants for the full amount of the second [**] Shares, subject to adjustment as provided in Section 10 hereof, upon completion of any Measuring Period during which the Company has sold at least $[**] million of Net Revenue. If, upon completion of any Measuring Period, the Company has sold more than $[**] million but less than $[**] million of Warrant Holder Net Fares during such Measuring Period, Warrant Holder will earn the right to exercise that number of Warrants for a portion of the second [**] Shares, subject to adjustment as provided in Section 10 hereof, equal to 50the product of (i) [**] (subject to adjustment as provided in Section 10 hereof) multiplied by (ii) a fraction, the numerator of which shall be the Net Revenue in excess of $[**] million sold by the Company during such Measuring Period, and the denominator of which shall be $[**] million. (iii) Net Revenue will be measured separately, not cumulatively, for each measuring period. For example, if the Company has sold Warrant Holder Net Fares of $[**] million during the first Measuring Period, $[**] million during the second Measuring Period, and $[**] million during the third Measuring Period, then the Warrant Holder will earn the right to exercise Warrants for [**] Shares upon completion of the first Measuring Period, the right to exercise Warrants for [**] Shares ([**] x [**]) upon completion of the second Measuring Period, and the right to execise Warrants for [**] Shares ([**] x [**]) upon completion of the third Measuring Period. For purposes of this example, it is assumed that no adjustment pursuant to Section 10 hereof has occurred. (iv) Notwithstanding the Net Revenue benchmarks specified in clauses (i) and (ii) of this Section 4(b) for the early exercisability of Warrants, if, in any Measuring Period, the Company fails to achieve the minimum Net Revenue from ticket sales for travel on Warrant Holder and its Code Share Partners necessary to enable Warrant Holder to exercise Warrants thereunder, then, effective on the completion of such Measuring Period and thereafter, Warrant Holder (i) shall have the right to exercise Warrants for [**] Shares, subject to adjustment as provided in Section 10 hereof, if Warrant Holder's and its Code Share Partners' percentage of the Aggregate Ticket Sales Revenues (as defined in Section 4(c)) for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share (as defined in Section 4(c) below), and (ii) shall have the right to exercise Warrants for [**] Shares, if Warrant Holder's and its Code Share Partners' percentage of the Aggregate Net Ticket Sale Revenues for U.S. originating O&D's for such Measuring Period equals or exceeds [**]% of Warrant Holder's Fair Share. In the event that the Company does not achieve the First Measuring Period Net Revenue Benchmark during the First in any Measuring Period, the Warrant Holder exceeds [**]% of its Fair Share but does not reach [**]% of its Fair Share, then Warrant Holder will still be entitled earn the right to exercise Warrantsthat number of Warrants for a portion of the second [**] Shares, subject to adjustment as provided in Section 10 hereof, equal to 50% the product of the Shares upon the expiration of the First Measuring Period and thereafter if, during the entire term of the First Measuring Period, Warrant Holder does not voluntarily participate in any name-your-price airline ticket service other than the Company's and its affiliates' airline ticket services. (iii) In addition to Warrant Holder's early exercise rights under Section 4(b)(i), if during the period between January 1, 2000 and December 31, 2000 [**] (the "Second Measuring Period"), the Company receives Net Revenue (as defined in Section 4(c)) of at least $80 million (the "Second Measuring Period Net Revenue Benchmark") from tickets sold during the Second Measuring Period for travel on the Warrant Holder and its Code Share Partners, the Warrant Holder will on January 1, 2001 and thereafter have the right to exercise Warrants, subject to adjustment as provided in Section 10 hereof) multiplied by (ii) a fraction, equal to 100the numerator of which shall be the Fair Share percentage (expressed as a number and not a percentage) in excess of [**]% achieved by the Warrant Holder and its Code Share Partners during such Measuring Period, and the denominator of which shall be [**]. Fair Share will be measured separately, not cumulatively, for each Measuring Period. For example, if the Warrant Holder achieves [**]% of its Fair Share during the Sharesfirst Measuring Period, [**]% of its Fair Share during second Measuring Period, and [**]% during the third Measuring Period, then the Warrant Holder will earn the right to exercise Warrants for [**] Shares upon completion of the first Measuring Period, the right to exercise Warrants for [**] Shares ([**] x [**]) upon completion of the second Measuring Period, and the right to exercise Warrants for [**] Shares ([**] x [**]) upon completion of the third Measuring Period.