FIFTH CLOSING WARRANT AGREEMENT Dated as of January 12, 2010 between VIRGIN AMERICA INC. and CAROLA HOLDINGS LIMITEDFifth Closing Warrant Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York
Contract Type FiledSeptember 8th, 2014 Company Industry JurisdictionThis FIFTH CLOSING WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2010, is by and between Virgin America Inc., a Delaware corporation (the “Company”) and Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Carola” or the “Initial Holder”). Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Third Amended and Restated Stockholders’ Agreement, dated as of January 12, 2010, among the Company, the Initial Holder, VAI Partners LLC, a Delaware limited liability company (the “Investor”) and the other parties named therein, as may be amended, restated or superseded from time to time (the “Third Amended and Restated Stockholders’ Agreement”).