AGREEMENT AND PLAN OF MERGER among Alaska Air Group, Inc., Marlin Acquisition Corp. and Hawaiian Holdings, Inc. Dated as of December 2, 2023Agreement and Plan of Merger • December 4th, 2023 • Alaska Air Group, Inc. • Air transportation, scheduled • Delaware
Contract Type FiledDecember 4th, 2023 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER, dated as of December 2, 2023 (this “Agreement”), is entered into by and among ALASKA AIR GROUP, INC., a Delaware corporation (“Parent”), MARLIN ACQUISITION CORP., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and HAWAIIAN HOLDINGS, 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.