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 Company, and solely in...Agreement and Plan of Merger • December 9th, 2019 • Monocle Acquisition Corp • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 8, 2019, 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, collectively, as the “Parties” an
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).
