Virgin America Inc. Contracts & Agreements

AGREEMENT ANDPLAN OF MERGER among Alaska Air Group, Inc., Alpine Acquisition Corp. and Virgin America Inc. Dated as of April 1, 2016 TABLE OF CONTENTS (Filed With SEC on April 4, 2016)

FACILITY AGREEMENT [Virgin/Bank 6935] dated asof October 27, 2015 among VIRGIN AMERICA INC., Borrower, EACH LOAN PARTICIPANT IDENTIFIED ON SCHEDULE I HERETO, Loan Participants,... (Filed With SEC on February 29, 2016)

AIRCRAFT LEASE AGREEMENT [VIRGIN/NPA 2016-1] datedas of October 28, 2015 between VX 2016 LLC as Lessor and VIRGIN AMERICA INC. as Lessee (Filed With SEC on February 29, 2016)

FACILITY AGREEMENT [Virgin/NPA 2016-1] Dated as of October 28, 2015 among VX 2016 LLC, Owner, EACHFINANCIER IDENTIFIED ON SCHEDULE I HERETO, MASSACHUSETTS MUTUAL LIFE INSURANCE... (Filed With SEC on February 29, 2016)

FACILITY AGREEMENT [Virgin/BALCAP 7063] dated as of October 28, 2015 among VIRGIN AMERICAINC., Borrower, BANK OF AMERICA, N.A., a bank organized and existing under the laws of the... (Filed With SEC on February 29, 2016)

AMENDMENT TO PAYMENT PROCESSING SUPPORT SERVICES AGREEMENT (Filed With SEC on October 29, 2015)

AIRCRAFT LEASE AGREEMENT [VIRGIN/NPA MSN 6965] dated as of October 5, 2015 between VX 2015 LLC as Lessor and VIRGIN AMERICA INC. asLessee (Filed With SEC on October 29, 2015)

NOTE PURCHASE AGREEMENT [Virgin/NPA MSN 6965] Dated as of October 5, 2015 among VX 2015 LLC, Owner, EACH PURCHASER IDENTIFIED ON SCHEDULE I HERETO, NEW YORK LIFE INSURANCE... (Filed With SEC on October 29, 2015)

OMNIBUS AMENDMENT NO. 1 [Virgin/NPA 2015] dated as ofOctober 5, 2015 among VX 2015 LLC, Owner, THE PURCHASERS IDENTIFIED ON SCHEDULE I TO NOTE PURCHASE AGREEMENT, NEW YORKLIFE... (Filed With SEC on October 29, 2015)

OMNIBUS AMENDMENT NO. 1 [Virgin/Bank 2015] dated as ofOctober 5, 2015 among VIRGIN AMERICA INC., Borrower, EACH LOANPARTICIPANT IDENTIFIED ON SCHEDULE I TO THE FACILITY AGREEMENT,... (Filed With SEC on October 29, 2015)

EIGHTH AMENDMENT (Filed With SEC on July 30, 2015)

NINTH AMENDMENT (Filed With SEC on July 30, 2015)

FACILITY AGREEMENT [Virgin/Bank 2015] datedas of April 29, 2015 among VIRGIN AMERICA INC., Borrower, EACHLOAN PARTICIPANT IDENTIFIED ON SCHEDULE I HERETO, Loan Participants,... (Filed With SEC on July 30, 2015)

AIRCRAFT LEASE AGREEMENT [VIRGIN/NPA 2015] datedas of April 29, 2015 between VX 2015 LLC as Lessor and VIRGIN AMERICA INC. as Lessee (Filed With SEC on July 30, 2015)

NOTE PURCHASE AGREEMENT [Virgin/NPA 2015] Dated as of April 29, 2015 among VX 2015 LLC, Owner, EACH PURCHASER IDENTIFIED ON SCHEDULE I HERETO, NEW YORK LIFE INSURANCE COMPANY,... (Filed With SEC on July 30, 2015)

Amendment to the Terms and Conditions for Worldwide Acceptance of the American Express Card by Airlines (Filed With SEC on July 30, 2015)

[ ] Shares VIRGIN AMERICA INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on March 16, 2015)

Amendment to the Terms and Conditions for Worldwide Acceptance of the American Express Card by Airlines (Filed With SEC on March 3, 2015)

13,337,587 Shares VIRGIN AMERICAINC. Common Stock ($0.01Par Value) UNDERWRITING AGREEMENT (Filed With SEC on November 19, 2014)

[ ] Shares VIRGIN AMERICA INC. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT (Filed With SEC on November 3, 2014)

Number (Filed With SEC on November 3, 2014)

SIGNATORY AGREEMENT (U.S. Transactions) (Filed With SEC on November 3, 2014)

SIGNATORY AGREEMENT (International Transactions) (Filed With SEC on November 3, 2014)

SIGNATORY AGREEMENT (VISA Canada Transactions) (Filed With SEC on November 3, 2014)

SIGNATORY AGREEMENT (MasterCard Canada Transactions) (Filed With SEC on November 3, 2014)

PAYMENT PROCESSING SUPPORT SERVICES AGREEMENT (Filed With SEC on November 3, 2014)

REGISTRATION RIGHTS AGREEMENT of VIRGIN AMERICA INC. Datedas of , 2014 TABLE OF CONTENTS (Filed With SEC on November 3, 2014)

VIRGIN AMERICA INC. 2014 EQUITY INCENTIVE AWARD PLAN ARTICLE 1. PURPOSE (Filed With SEC on November 3, 2014)

VIRGIN AMERICA INC. 2014 EQUITY INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE (Filed With SEC on November 3, 2014)

VIRGIN AMERICA INC. 2014 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK AWARD GRANT NOTICE (Filed With SEC on November 3, 2014)

VIRGIN AMERICA INC. 2014 EQUITY INCENTIVE AWARD PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE (Filed With SEC on November 3, 2014)

VIRGIN AMERICA INC. EMPLOYEE STOCK PURCHASE PLAN ARTICLE I. PURPOSE,SCOPE AND ADMINISTRATION OF THE PLAN (Filed With SEC on November 3, 2014)

Virgin America Inc. Change in Control Severance Plan (and Summary Plan Description) Effective ,2014 (Filed With SEC on November 3, 2014)

RECAPITALIZATION AGREEMENT dated as of , 2014 by and among VIRGIN AMERICAINC., VIRGIN MANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP, VX HOLDINGS, L.P., VIRGIN HOLDINGS LIMITED,... (Filed With SEC on November 3, 2014)

NOTE PURCHASE AGREEMENT BY ANDBETWEEN VIRGIN AMERICA INC. AND VIRGIN MANAGEMENT LIMITED NOTE PURCHASE AGREEMENT (Filed With SEC on November 3, 2014)

LETTER OF CREDIT REIMBURSEMENT AGREEMENT (Filed With SEC on November 3, 2014)

SECURITIES PURCHASE AGREEMENT (Filed With SEC on November 3, 2014)

CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITYCAPITAL BANK AND VIRGIN AMERICA INC. DATED AS OF MAY 16, 2013 (Filed With SEC on October 10, 2014)

TERMS AND CONDITIONS FOR WORLDWIDE ACCEPTANCE OF THE AMERICAN EXPRESS CARD BY AIRLINES BETWEEN VIRGIN AMERICA INC. ADELAWARE CORPORATION WITH ITS OFFICE AT555 AIRPORT BLVD., 2ND... (Filed With SEC on September 16, 2014)

CO-BRAND CREDIT CARD PROGRAM AGREEMENT BETWEEN COMENITYCAPITAL BANK AND VIRGIN AMERICA INC. DATED AS OF MAY 16, 2013 (Filed With SEC on September 16, 2014)

SECOND AMENDED AND RESTATED NOTEPURCHASE AGREEMENT BY AND AMONG VIRGIN MANAGEMENT LIMITED, VAHOLDINGS (GUERNSEY) LP VIRGIN AMERICA INC., AND BANK OF UTAH, AS COLLATERALAGENT... (Filed With SEC on September 8, 2014)

SECOND AMENDED AND RESTATED ADDITIONAL NOTE PURCHASE AGREEMENT BY AND AMONG VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, VAHOLDINGS (GUERNSEY) LP THE OTHER LENDERS NAMED HEREIN... (Filed With SEC on September 8, 2014)

AMENDED AND RESTATED THIRD NOTEPURCHASE AGREEMENT BY AND AMONG VIRGIN AMERICA INC., VIRGINMANAGEMENT LIMITED, VA HOLDINGS (GUERNSEY) LP THE OTHER LENDERS NAMED HEREIN AND BANK OF... (Filed With SEC on September 8, 2014)

FOURTH NOTE PURCHASE AGREEMENT BY AND AMONG VIRGIN AMERICAINC., VIRGIN MANAGEMENT LIMITED, THE OTHER LENDERS NAMED HEREIN, AND BANK OF UTAH, AS COLLATERALAGENT FOURTH NOTE... (Filed With SEC on September 8, 2014)

FIFTH NOTE PURCHASE AGREEMENT BYAND AMONG VIRGIN AMERICA INC., VIRGIN MANAGEMENT LIMITED, THEOTHER LENDERS NAMED HEREIN, AND BANK OF UTAH, AS COLLATERAL AGENT FIFTH NOTE PURCHASE... (Filed With SEC on September 8, 2014)

AMENDED AND RESTATED SECOND CLOSING WARRANT AGREEMENT Dated as of January 12, 2010 among VIRGIN AMERICA INC., CAROLA HOLDINGS LIMITED and VAI MANAGEMENT, LLC (Filed With SEC on September 8, 2014)

AMENDED AND RESTATED THIRD CLOSING WARRANT AGREEMENT Dated as of January 12, 2010 among VIRGIN AMERICA INC., CAROLA HOLDINGS LIMITED and VAI MANAGEMENT,LLC (Filed With SEC on September 8, 2014)

FIFTH CLOSING WARRANT AGREEMENT Dated as of January 12, 2010 between VIRGIN AMERICA INC. and CAROLAHOLDINGS LIMITED (Filed With SEC on September 8, 2014)

FIFTH CLOSING INVESTOR LLC-MBO LLCWARRANT AGREEMENT Dated as of January 12, 2010 among VIRGIN AMERICA INC., CYRUS AVIATION INVESTOR, LLC and VAI MBO INVESTORS,LLC (Filed With SEC on September 8, 2014)

FIFTH CLOSING INVESTOR LLCWARRANT AGREEMENT Dated as of January 12, 2010 between VIRGIN AMERICA INC. and CYRUSAVIATION INVESTOR, LLC (Filed With SEC on September 8, 2014)

SIXTH CLOSING WARRANT AGREEMENT Dated as of December 9, 2011 between VIRGIN AMERICA INC. and (Filed With SEC on September 8, 2014)

SEVENTH CLOSING WARRANT AGREEMENT Dated as of May 10, 2013 between VIRGIN AMERICA INC. and (Filed With SEC on September 8, 2014)

GENERAL TERMS AGREEMENT NO. CFM-04-0012B Table of Contents (Filed With SEC on August 25, 2014)

OnPointsm Solutions Rate Per Engine Flight Hour AMENDED AND RESTATED ENGINESERVICES AGREEMENT BETWEEN GE ENGINE SERVICES, INC. AND Virgin America Inc. Agreement Number:... (Filed With SEC on August 25, 2014)

RATE PER FLIGHT HOUR AGREEMENT FOR ENGINE SHOPMAINTENANCE SERVICES BETWEEN CFM INTERNATIONAL, INC. AND VIRGIN AMERICA INC. (Filed With SEC on August 25, 2014)

SIGNATORY AGREEMENT (U.S. Transactions) (Filed With SEC on August 25, 2014)

SIGNATORY AGREEMENT (International Transactions) (Filed With SEC on August 25, 2014)

SIGNATORY AGREEMENT (VISA Canada Transactions) (Filed With SEC on August 25, 2014)

SIGNATORY AGREEMENT (MasterCard Canada Transactions) (Filed With SEC on August 25, 2014)

PAYMENT PROCESSING SUPPORT SERVICES AGREEMENT (Filed With SEC on August 25, 2014)

DATE 2007 VAL TRADEMARK THREE LIMITED VIRGIN AMERICA INC VIRGIN ENTERPRISES LIMITED TRADE MARK LICENCE Macfarlanes 10 NorwichStreet London EC4A 1BD April 2007 CONTENTS (Filed With SEC on August 25, 2014)

BAY PARK PLAZA BAY PARK PLAZA II BURLINGAME, CALIFORNIA OFFICE LEASE AGREEMENT BETWEEN EOP-BAY PARK PLAZA,L.L.C., a Delaware limited liability company (LANDLORD) AND BEST AIR... (Filed With SEC on August 25, 2014)

SCHEDULE 1 Marks (Filed With SEC on July 28, 2014)

FOURTH AMENDED AND RESTATED 2005 VIRGIN AMERICA INC. STOCK INCENTIVE PLAN (As adopted November 14, 2005; as amended and restated January 9, 2010, as further amended and restated... (Filed With SEC on July 28, 2014)

IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFORE,WITHOUT THE PRIOR WRITTEN CONSENT OF THE... (Filed With SEC on July 28, 2014)

VIRGIN AMERICA INC. NOTICE OF GRANT OF RESTRICTED STOCK UNIT AWARD (Filed With SEC on July 28, 2014)

555 Airport Boulevard Burlingame, CA 94010 (Filed With SEC on July 28, 2014)

Virgin America Inc. Management Incentive Compensation Plan Section 1 Background, Purpose and Duration (Filed With SEC on July 28, 2014)

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Virgin America Inc. Contracts & Agreements