•] Shares Sun Country Airlines Holdings, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of [•] shares (the “Firm Stock”) of the Company’s common stock, par value $[•] per share (the “Common Stock”). In addition, the Company 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 [•] additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.
REGISTRATION RIGHTS AGREEMENT among SUN COUNTRY AIRLINES HOLDINGS, INC. AND THE HOLDERS PARTY HERETO DATED [ ], 2021Registration Rights Agreement • March 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • Delaware
THIS REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and among Sun Country Airlines Holdings, Inc., a Delaware corporation (together with any successor entity thereto, the “Company”), and each of the Holders (as defined below) that are parties hereto from time to time.
FORM OF INCOME TAX RECEIVABLE AGREEMENT dated as ofIncome Tax Receivable Agreement • March 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
This INCOME TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of [•], is hereby entered into by and among Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Corporation”) and [•]1 (the “Existing Stockholders Representative”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 8th, 2021 • Sun Country Airlines Holdings, Inc. • Air transportation, scheduled • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of March 7, 2021, by and among each of the several buyers set forth on Schedule A hereto (each, a “Buyer” and, collectively, the “Buyers”), Sun Country Airlines Holdings, Inc., a Delaware corporation (the “Company”), and SCA Horus Holdings, LLC, a Delaware limited liability company (“Seller”).
