Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2023 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
The stockholder named in Schedule II attached hereto as Selling Stockholder (the “Selling Stockholder”) of Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of 5,250,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Selling Stockholder proposes to grant to the underwriters named in Schedule I (the “Underwriters”) attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 787,500 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. Subject to the sale of the Firm Stock by the Selling Stockholder to the Underwriters in compliance with the terms of this Agreement, the Underwriters have agreed to sell to the Company, and the Company has agreed to purchase from the Underwriters (the “Share
