TAX RECEIVABLE AGREEMENT by and among SPIRIT AIRLINES, INC., INDIGO PACIFIC PARTNERS LLC, and OCM FIE, LLC Dated as of June 1, 2011Tax Receivable Agreement • December 6th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of June 1, 2011, is hereby entered into by and among SPIRIT AIRLINES, INC., a Delaware corporation (the “Company”), INDIGO PACIFIC PARTNERS LLC, a Delaware limited liability company (“Indigo”), and OCM FIE, LLC, a Delaware limited liability company (“Oaktree”) (Indigo and Oaktree together (along with any successor as provided in Section 7.06), the “Stockholder Representatives”).
SPIRIT AIRLINES, INC. STOCKHOLDERS VOTING AGREEMENT Dated as of June 1, 2011Stockholders Voting Agreement • December 6th, 2011 • Spirit Airlines, Inc. • Air transportation, scheduled • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of June 1, 2011, by and among (i) Spirit Airlines, Inc., a Delaware corporation (the “Company”), (ii) OCM Spirit Holdings, LLC, a Delaware limited liability company (“Holdings”), (iii) OCM Spirit Holdings II, LLC, a Delaware limited liability company (“Holdings II”), (iv) OCM Principal Opportunities Fund II, L.P., a Delaware limited partnership (“POF II”), (v) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership (“POF III,” and together with POF II, collectively, the “POF Investors”), (vi) POF Spirit Foreign Holdings, LLC, a Delaware limited liability company (“Foreign Holdings”) (Holdings, Holdings II, the POF Investors and Foreign Holdings are referred to herein, collectively, the “Oaktree Investors”), (vii) Indigo Florida L.P., a Cayman Islands exempt limited partnership (“Indigo Florida”), and (viii) Indigo Miramar LLC, a Delaware limited liability company (“Indigo Miramar,” and together with In
