0001193125-14-334356 Sample Contracts

SEVENTH CLOSING WARRANT AGREEMENT Dated as of May 10, 2013 between VIRGIN AMERICA INC. and
Stockholders Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This SEVENTH CLOSING WARRANT AGREEMENT (this “Agreement”), dated as of May 10, 2013, is by and between Virgin America Inc., a Delaware corporation (the “Company”) and (the “Initial Holder”). Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Sixth Amended and Restated Stockholders Agreement, dated as of May 10, 2013, 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Delaware limited liability company (the “Investor”) and the other parties named therein, as may be amended, restated or superseded from time to time (the “Sixth Amended and Restated Stockholders Agreement”).

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FIFTH CLOSING INVESTOR LLC-MBO LLC WARRANT AGREEMENT Dated as of January 12, 2010 among VIRGIN AMERICA INC., CYRUS AVIATION INVESTOR, LLC and VAI MBO INVESTORS, LLC
Stockholders’ Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This FIFTH CLOSING INVESTOR LLC-MBO LLC WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2010, is by and among Virgin America Inc., a Delaware corporation (the “Company”), Cyrus Aviation Investor, LLC, a Delaware limited liability company (“Investor LLC”), VAI MBO Investors, LLC, a Delaware limited liability company (“MBO LLC” and, with Investor LLC, the “Initial Holders”). 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 Holders, 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Delaware limited liability company (the “Investor”) and the other parties named therein, as may be amended, restated or superseded from time to time (the “Third Amended and Restated Stockholders’ Agreement”).

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SIXTH CLOSING WARRANT AGREEMENT Dated as of December 9, 2011 between VIRGIN AMERICA INC. and
Sixth Closing Warrant Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This SIXTH CLOSING WARRANT AGREEMENT (this “Agreement”), dated as of December 9, 2011, is by and between Virgin America Inc., a Delaware corporation (the “Company”) and (the “Initial Holder”). Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Fourth Amended and Restated Stockholders’ Agreement, dated as of December 9, 2011, 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 “Fourth Amended and Restated Stockholders’ Agreement”).

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SECOND AMENDED AND RESTATED ADDITIONAL NOTE PURCHASE AGREEMENT BY AND AMONG VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP THE OTHER LENDERS NAMED HEREIN AND BANK OF UTAH, AS COLLATERAL AGENT
Additional Note Purchase Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This SECOND AMENDED AND RESTATED ADDITIONAL NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), the investment funds listed on Schedule I hereto, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager (each, a “Cyrus Party,” and collectively, the “Cyrus Parties”), VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”), the Bank of Utah, a Utah corporation (the “Collateral Agent”), and Virgin America Inc., a Delaware corporation (the “Issuer”, and together with the Collateral Agent, VML, VAHG, the Cyrus Parties and any other Person that may become a Lender, the “Parties”).

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SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT BY AND AMONG VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP VIRGIN AMERICA INC., AND BANK OF UTAH, AS COLLATERAL AGENT
Note Purchase Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This SECOND AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”), Bank of Utah, a Utah corporation (the “Collateral Agent”), and Virgin America Inc., a Delaware corporation (the “Issuer”, and together with the Collateral Agent, VML, and VAHG, the “Parties”).

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FOURTH NOTE PURCHASE AGREEMENT BY AND AMONG VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, THE OTHER LENDERS NAMED HEREIN, AND BANK OF UTAH, AS COLLATERAL AGENT
Fourth Note Purchase Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This FOURTH NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), the investment funds listed on Schedule I hereto, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager (each, a “Cyrus Party,” and collectively, the “Cyrus Parties”), Virgin America Inc., a Delaware corporation (the “Issuer”), and Bank of Utah, a Utah corporation (the “Collateral Agent”, and together with VML, the Cyrus Parties, the Issuer and any other Person that may become a Lender, the “Parties”).

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FIFTH CLOSING WARRANT AGREEMENT Dated as of January 12, 2010 between VIRGIN AMERICA INC. and CAROLA HOLDINGS LIMITED
Fifth Closing Warrant Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This 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”).

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AMENDED AND RESTATED SECOND CLOSING WARRANT AGREEMENT Dated as of January 12, 2010 among VIRGIN AMERICA INC., CAROLA HOLDINGS LIMITED and VAI MANAGEMENT, LLC
Stockholders’ Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This AMENDED AND RESTATED SECOND CLOSING WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2010, among Virgin America Inc., a Delaware corporation (the “Company”), Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Virgin”) and VAI Management, LLC, a Delaware limited liability company (“Investor Managing Member” and, together with Virgin, the “Initial Holders”), is effective as of May 31, 2007. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Amended and Restated Subscription Agreement, dated as of May 31, 2007, as may be amended (the “Subscription Agreement”), by and among the Company, Virgin, Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), Investor Managing Member and VAI Partners LLC, a Delaware limited liability company (the “Investor”).

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FIFTH NOTE PURCHASE AGREEMENT BY AND AMONG VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, THE OTHER LENDERS NAMED HEREIN, AND BANK OF UTAH, AS COLLATERAL AGENT
Fifth Note Purchase Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND LAWS IS AVAILABLE.

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FIFTH CLOSING INVESTOR LLC WARRANT AGREEMENT Dated as of January 12, 2010 between VIRGIN AMERICA INC. and CYRUS AVIATION INVESTOR, LLC
Warrant Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This FIFTH CLOSING INVESTOR LLC WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2010, is by and between Virgin America Inc., a Delaware corporation (the “Company”) and Cyrus Aviation Investor LLC, a Delaware limited liability company (“Investor LLC” 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”).

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AMENDED AND RESTATED THIRD CLOSING WARRANT AGREEMENT Dated as of January 12, 2010 among VIRGIN AMERICA INC., CAROLA HOLDINGS LIMITED and VAI MANAGEMENT, LLC
Stockholders’ Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This AMENDED AND RESTATED THIRD CLOSING WARRANT AGREEMENT (this “Agreement”), dated as of January 12, 2010, among Virgin America Inc., a Delaware corporation (the “Company”), Carola Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (“Virgin”) and VAI Management, LLC, a Delaware limited liability company (“Investor Managing Member” and, together with Virgin, the “Initial Holders”), is effective as of May 31, 2007. Capitalized terms used herein but not defined herein have the meanings ascribed to such terms in the Third Closing Subscription Agreement, dated as of July 31, 2007, as may be amended (the “Third Closing Subscription Agreement”), by and among the Company, Virgin, Investor Managing Member and VAI Partners LLC, a Delaware limited liability company (the “Investor”).

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AMENDED AND RESTATED THIRD NOTE PURCHASE AGREEMENT BY AND AMONG VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP THE OTHER LENDERS NAMED HEREIN AND BANK OF UTAH, AS COLLATERAL AGENT
Third Note Purchase Agreement • September 8th, 2014 • Virgin America Inc. • Air transportation, scheduled • New York

This AMENDED AND RESTATED THIRD NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as December 9, 2011, by and among Virgin Management Limited, a limited liability company organized under the laws of England and Wales (“VML”), VA Holdings (Guernsey) LP, a Guernsey limited partnership (“VAHG”), the investment funds listed on Schedule I hereto, for which funds Cyrus Capital Partners, L.P., a Delaware limited partnership, acts as investment manager (each, a “Cyrus Party,” and collectively, the “Cyrus Parties”), Bank of Utah, a Utah corporation (the “Collateral Agent”), and Virgin America Inc., a Delaware corporation (the “Issuer”, and together with the Collateral Agent, VML, VAHG, the Cyrus Parties and any other Person that may become a Lender, the “Parties”).

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