AGREEMENT AND PLAN OF MERGER among JetBlue Airways Corporation, Sundown Acquisition Corp. and Spirit Airlines, Inc. Dated as of July 28, 2022Agreement and Plan of Merger • August 16th, 2022 • Jetblue Airways Corp • Air transportation, scheduled • New York
Contract Type FiledAugust 16th, 2022 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER, dated as of July 28, 2022 (this “Agreement”), is entered into by and among JetBlue Airways Corporation, a Delaware corporation (“Parent”), Sundown Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and Spirit Airlines, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, collectively, the “parties” and each individually a “party”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.