SPIRIT AIRLINES, INC. 17,500,000 Shares Common Stock ($0.0001 par value) UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2020 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
Spirit Airlines, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the number of shares of common stock, $0.0001 par value (“Common Stock”) of the Company set forth in Schedule I hereto (said shares to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to the number of additional shares of Common Stock set forth in Schedule I hereto (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as
SPIRIT AIRLINES, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • May 12th, 2020 • Spirit Airlines, Inc. • Air transportation, scheduled • New York
Spirit Airlines, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $175,000,000 principal amount of its 4.75% Convertible Senior Notes due 2025 (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to $26,250,000 additional principal amount of its 4.75% Convertible Senior Notes due 2025 solely to cover over-allotments, if any (the “Option Securities;” the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The Securities are convertible into shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of the Company, cash or any combination of shares of Common Stock and cash, at the Company’s election, based on the conversion rate set forth in the Indenture referred to in the next sentence. The Securities a
