WARRANT AGREEMENT between Monocle Acquisition Corporation and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 6, 2019, is by and between Monocle Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • November 21st, 2018 • Monocle Acquisition Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of _____________, 2018, by and between Monocle Acquisition Corporation, a Delaware corporation (the “Company”), and __________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 6, 2019, is made and entered into by and among Monocle Acquisition Corporation, a Delaware corporation (the “Company”), Monocle Partners, LLC, a Delaware limited liability company (the “Sponsor”), Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Cowen Investments and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 6, 2019 by and between Monocle Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
R E C I T A L SCredit Agreement • August 9th, 2023 • AerSale Corp • Wholesale-machinery, equipment & supplies • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of July 20, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the “Lead Arranger”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), CIBC BANK USA, as Syndication Agent (in such capacity, together wit
Monocle Acquisition CorporationMonocle Acquisition Corp • November 19th, 2018 • Blank checks • New York
We are pleased to accept the offer Cowen Investments II, LLC (the “Subscriber” or “you”) has made to purchase 359,375 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of Monocle Acquisition Corporation, a Delaware corporation (the “Company”), up to 46,875 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
THIS UNIT PURCHASE AGREEMENT, dated as of February 6, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Monocle Acquisition Corporation, a Delaware corporation (the “Company”), and Monocle Partners, LLC, a Delaware limited liability company (the “Purchaser”).
4,000,000 Shares AERSALE CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2022 • AerSale Corp • Wholesale-machinery, equipment & supplies • New York
15,000,000 Units MONOCLE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
The Common Stock and Public Warrants included in the Firm Units will not be separately tradable until the 52nd day after the date hereof unless the Representative informs the Company of its decision to allow earlier separate trading, subject to the Company filing a Current Report on Form 8-K with the Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s receipt of gross proceeds of the Offering (as defined below) and announcing when such separate trading will begin. Each Public Warrant entitles its holder, upon exercise, to purchase one share of Common Stock for $11.50 per share during the period commencing on the later of thirty (30) days after the completion of an initial Business Combination (as defined below) or twelve (12) months from the closing of the initial public offering contemplated by this Agreement (the “Offering”) and terminating on the five-year anniversary of the date of the completion of such Business Combin
Monocle Acquisition Corporation New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 12th, 2019 • Monocle Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Monocle Acquisition Corporation, a Delaware corporation (the “Company”), and Cowen and Company, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (each, a “Unit”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration s
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • November 19th, 2018 • Monocle Acquisition Corp • Blank checks
This Securities Assignment Agreement is dated as of November 2, 2018 (this “Assignment”), by and between Monocle Partners, LLC, a Delaware limited liability company (the “Seller”), and C. Robert Kehler (the “Buyer).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 2020 • AerSale Corp • Wholesale-machinery, equipment & supplies • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 22, 2020, is made and entered into by and among Monocle Holdings Inc., a Delaware corporation (the “Company”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”), Monocle Partners, LLC, a Delaware limited liability company (the “Sponsor”), Cowen Investments II LLC, a Delaware limited liability company (“Cowen Investments” and together with the Sponsor, the “Founders”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor, Cowen Investments, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER by and among MONOCLE ACQUISITION CORPORATION, as Monocle, MONOCLE MERGER SUB 1 INC., as Merger Sub 1, MONOCLE HOLDINGS INC., as NewCo, MONOCLE MERGER SUB 2 LLC, as Merger Sub 2, AERSALE CORP., as the...Agreement and Plan of Merger • September 8th, 2020 • Monocle Acquisition Corp • Wholesale-machinery, equipment & supplies • Delaware
This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 8, 2020, is entered into by and among Monocle Acquisition Corporation, a Delaware corporation (“Monocle”), Monocle Holdings Inc., a Delaware corporation and a wholly-owned direct Subsidiary of Monocle (“NewCo”), Monocle Merger Sub 1 Inc., a Delaware corporation and a wholly-owned direct Subsidiary of NewCo (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited liability company and a wholly-owned indirect Subsidiary of NewCo (“Merger Sub 2” and together with Monocle, NewCo and Merger Sub 1, the “Monocle Parties” and each individually, a “Monocle Party”), AerSale Corp., a Delaware corporation (the “Company”), and Leonard Green & Partners, L.P., a Delaware limited partnership, solely in its capacity as the initial Holder Representative (as defined below) hereunder. The Company, Merger Sub 1, Merger Sub 2, NewCo, Monocle and the Holder Representative are referred to herein, collectivel
Monocle Acquisition CorporationMonocle Acquisition Corp • February 12th, 2019 • Blank checks • New York
This letter agreement by and between Monocle Acquisition Corporation (the “Company”) and Monocle Management LLC (“Management”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Company’s Registration Statement on Form S-1 (File No. 333-228470) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), Management shall make available to the Company certain office space and general and administrative services as may be reasonably requested by the Company. In exchange therefor, the Company shall pay Management the sum of $10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date.
COWEN AND COMPANY, LLC 599 Lexington Avenue, 25th Floor New York, NY 10022Cowen And • January 3rd, 2019 • Monocle Acquisition Corp • Blank checks • New York
The Company agrees that if any indemnity sought by an Indemnified Person hereunder is held by a court to be unavailable for any reason, then (whether or not any Advisor is an Indemnified Person) the Company and the Advisors shall contribute to the Claim for which such indemnity is held unavailable in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and such Advisors, on the other, in connection with such Advisors’ engagement referred to above, subject to the limitation that in no event shall the amount of any such Advisor’s contribution to such Claim exceed the amount of Fee actually received by such Advisor from the Company pursuant to such engagement. The Company hereby agrees that the relative benefits to the Company, on the one hand, and each Advisor, on the other, with respect to such Advisor’s engagement shall be deemed to be in the same proportion as (a) the total value paid or proposed to be paid or received by the Company or i
AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • August 14th, 2020 • Monocle Acquisition Corp • Wholesale-machinery, equipment & supplies
This Amendment No. 1 (this “Amendment”) to the Agreement and Plan of Merger, dated as of December 8, 2019 (the “Merger Agreement”), by and among Monocle Holdings Inc., a Delaware Corporation (“NewCo”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”), Monocle Merger Sub 1 Inc., a Delaware corporation (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), AerSale Corp., a Delaware corporation (“AerSale”), and solely in its capacity as the Holder Representative (as defined in the Merger Agreement), Leonard Green & Partners, L.P., a Delaware limited partnership, is entered into by and among the parties to the Merger Agreement as of August 13, 2020. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
ContractCredit Agreement • March 16th, 2021 • AerSale Corp • Wholesale-machinery, equipment & supplies • New York
AMENDMENT No. 2 AND JOINDER dated as of March 12, 2021 (this “Amendment”) to the Amended and Restated Credit Agreement dated as of July 20, 2018 (as amended, modified or otherwise supplemented through the date hereof, the “Credit Agreement”), by and among AERSALE, INC., a Florida corporation, AERSALE USA 1 LLC, a Delaware limited liability company, AerSale 23440 LLC, a Delaware limited liability company, AerSale 23441 LLC, a Delaware limited liability company, AerSale 23765 LLC, a Delaware limited liability company, AerSale 24423 LLC, a Delaware limited liability company, AerSale 25212 LLC, a Delaware limited liability company, AerSale 25260 LLC, a Delaware limited liability company, AERSALE 25313 LLC, a Delaware limited liability company, AerSale 25314 LLC, a Delaware limited liability company, AerSale 25417 LLC, a Delaware limited liability company, AerSale 26342 LLC, a Delaware limited liability company, AerSale 26343 LLC, a Delaware limited liability company, AerSale 26346 LLC, a D
ContractCredit Agreement • March 16th, 2021 • AerSale Corp • Wholesale-machinery, equipment & supplies • New York
AMENDMENT No. 1 dated as of September 8, 2020 (this “Amendment”) to the Amended and Restated Credit Agreement dated as of July 20, 2018 (as amended, modified or otherwise supplemented through the date hereof, the “Credit Agreement”), by and among AERSALE, INC., a Florida corporation, AERSALE USA 1 LLC, a Delaware limited liability company, AerSale 23440 LLC, a Delaware limited liability company, AerSale 23441 LLC, a Delaware limited liability company, AerSale 23765 LLC, a Delaware limited liability company, AerSale 24423 LLC, a Delaware limited liability company, AerSale 25212 LLC, a Delaware limited liability company, AerSale 25260 LLC, a Delaware limited liability company, AERSALE 25313 LLC, a Delaware limited liability company, AerSale 25314 LLC, a Delaware limited liability company, AerSale 25417 LLC, a Delaware limited liability company, AerSale 26342 LLC, a Delaware limited liability company, AerSale 26343 LLC, a Delaware limited liability company, AerSale 26346 LLC, a Delaware l
COMPANY SUPPORT AND MUTUAL RELEASE AGREEMENTCompany Support and Mutual Release Agreement • December 9th, 2019 • Monocle Acquisition Corp • Blank checks • Delaware
This Company Support and Mutual Release Agreement (this “Agreement”) is made and entered into as of December 8, 2019, by and among Monocle Holdings Inc., a Delaware corporation (“Newco”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”) and the other Persons whose names appear on the signature pages hereto (each such Person, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
4,000,000 Shares AERSALE CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • December 15th, 2023 • AerSale Corp • Wholesale-machinery, equipment & supplies • New York
COWEN AND COMPANY, LLC New York, NY 10022Monocle Acquisition Corp • February 12th, 2019 • Blank checks • New York
This is to confirm our agreement whereby Monocle Acquisition Corporation, a Delaware corporation (“Company”), has requested Cowen and Company, LLC and Chardan Capital Markets, LLC, 17 State Street, Suite 2100, New York, NY 10004 (together, the “Advisors” and each an “Advisor”) to assist it in connection with the Company engaging in a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-228470) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with the Company’s initial public offering (“IPO”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 17th, 2020 • Monocle Acquisition Corp • Wholesale-machinery, equipment & supplies
This Amendment No. 1 (this “Amendment”) to the Amended and Restated Agreement and Plan of Merger, dated as of September 8, 2020 (the “Merger Agreement”), by and among Monocle Holdings Inc., a Delaware Corporation (“NewCo”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”), Monocle Merger Sub 1 Inc., a Delaware corporation (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), AerSale Corp., a Delaware corporation (“AerSale”), and solely in its capacity as the Holder Representative (as defined in the Merger Agreement), Leonard Green & Partners, L.P., a Delaware limited partnership, is entered into by and among the parties to the Merger Agreement as of December 16, 2020. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
Founder Shares AgreementFounder Shares Agreement • December 9th, 2019 • Monocle Acquisition Corp • Blank checks • Delaware
Reference is made to (i) that certain Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of December 8, 2019, by and among Monocle Holdings Inc., a Delaware Corporation (“NewCo”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”), Monocle Merger Sub 1 Inc., a Delaware corporation (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), AerSale Corp., a Delaware corporation (“AerSale”), and solely in its capacity as the Holder Representative (as defined in the Merger Agreement), Leonard Green & Partners, L.P., a Delaware limited partnership, and (ii) that certain letter agreement (the “Insider Letter”), dated February 6, 2019, by and between Monocle Partners, LLC (the “Sponsor”) and Cowen Investments II LLC (“Cowen”, and together with the Sponsor, the “Founders”) with respect to certain matters, including the transfer of shares of common stock of Mon
Amendment No. 1 to Second Amended and Restated Founder Shares AgreementFounder Shares Agreement • December 17th, 2020 • Monocle Acquisition Corp • Wholesale-machinery, equipment & supplies
Reference is made to (i) that certain Amended and Restated Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of September 8, 2020, by and among Monocle Holdings Inc., a Delaware Corporation (“NewCo”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”), Monocle Merger Sub 1 Inc., a Delaware corporation (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), AerSale Corp., a Delaware corporation (“AerSale”), and solely in its capacity as the Holder Representative (as defined in the Merger Agreement), Leonard Green & Partners, L.P., a Delaware limited partnership, (ii) that certain letter agreement (the “Amended and Restated Founder Shares Agreement”), dated September 8, 2020, by and between Monocle Partners, LLC (the “Sponsor”), Cowen Investments II LLC (“Cowen”, and together with the Sponsor, the “Founders”), NewCo, Monocle and AerSale, and (iii) th
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • November 16th, 2022 • AerSale Corp • Wholesale-machinery, equipment & supplies • New York
ISSUANCE AGREEMENTIssuance Agreement • December 17th, 2020 • Monocle Acquisition Corp • Wholesale-machinery, equipment & supplies • Delaware
This ISSUANCE AGREEMENT (this “Issuance Agreement”) is entered into on [n], 2020, by and among Monocle Holdings Inc., a Delaware corporation (the “Company”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”) and the undersigned.
SUBSCRIPTION AGREEMENTSubscription Agreement • December 17th, 2020 • Monocle Acquisition Corp • Wholesale-machinery, equipment & supplies • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on December [n], 2020 (the “Subscription Date”), by and among Monocle Holdings Inc., a Delaware corporation (the “Company”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”) and the undersigned (“Subscriber”).
Monocle Holdings Inc. 750 Lexington Avenue, Suite 1501 New York, NY 10022Letter Agreement • December 23rd, 2020 • AerSale Corp • Wholesale-machinery, equipment & supplies • Delaware
This letter agreement (this “Agreement”) is entered into in connection with, and conditioned upon the consummation of the transactions contemplated by, that certain Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”) by and among Monocle Holdings Inc., a Delaware Corporation (“Newco”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”), Monocle Merger Sub 1 Inc., a Delaware corporation (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), AerSale Corp., a Delaware corporation (“AerSale”) and solely in its capacity as the Holder Representative (as defined in the Merger Agreement), Leonard Green & Partners, L.P., a Delaware limited partnership, dated as of September 8, 2020. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
COMPANY SUPPORT AND MUTUAL RELEASE AGREEMENTCompany Support and Mutual Release Agreement • September 8th, 2020 • Monocle Acquisition Corp • Wholesale-machinery, equipment & supplies • Delaware
This Company Support and Mutual Release Agreement (this “Agreement”) is made and entered into as of September 8, 2020, by and among Monocle Holdings Inc., a Delaware corporation (“Newco”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”) and the other Persons whose names appear on the signature pages hereto (each such Person, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
4,000,000 Shares AERSALE CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2023 • AerSale Corp • Wholesale-machinery, equipment & supplies • New York
Amended and Restated Founder Shares AgreementFounder Shares Agreement • September 8th, 2020 • Monocle Acquisition Corp • Wholesale-machinery, equipment & supplies • Delaware
Reference is made to (i) that certain Amended and Restated Agreement and Plan of Merger (as amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), dated as of September 8, 2020, by and among Monocle Holdings Inc., a Delaware Corporation (“NewCo”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”), Monocle Merger Sub 1 Inc., a Delaware corporation (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited liability company (“Merger Sub 2”), AerSale Corp., a Delaware corporation (“AerSale”), and solely in its capacity as the Holder Representative (as defined in the Merger Agreement), Leonard Green & Partners, L.P., a Delaware limited partnership, (ii) that certain letter agreement (the “Original Founder Shares Agreement”), dated December 8, 2019, by and between Monocle Partners, LLC (the “Sponsor”), Cowen Investments II LLC (“Cowen”, and together with the Sponsor, the “Founders”), NewCo, Monocle and AerSale, and (iii) that certain le
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • December 23rd, 2020 • AerSale Corp • Wholesale-machinery, equipment & supplies • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of December 22, 2020 by and among Monocle Acquisition Corporation, a Delaware corporation (“Monocle”), Monocle Holdings Inc., a Delaware corporation (“NewCo”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”).
