Amended And Restated Investment Agreement Sample Contracts

AMENDED AND RESTATED INVESTMENT AGREEMENT BY AND BETWEEN INTERCLOUD SYSTEMS, INC. AND DOMINION CAPITAL LLC Dated November 3, 2017 AMENDED AND RESTATED INVESTMENT AGREEMENT (November 6th, 2017)

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT is entered into as of the 3rd day of November 2017 this "Agreement"), by and between Dominion Capital, LLC (the "Investor"), and INTERCLOUD SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware (the "Company").

Amended and Restated Investment Agreement (August 9th, 2017)

AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of June 23, 2017 (this "Agreement"), by and between Virtu Financial, Inc., a Delaware corporation (the "Company"), and North Island Holdings I, LP, a Delaware limited partnership (the "Purchaser").

KKR Real Estate Finance Trust Inc. – AMENDED AND RESTATED INVESTMENT AGREEMENT Dated October 8, 2015 (April 3rd, 2017)

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT is made and entered into on October 8, 2015 (as amended, supplemented or modified from time to time, this Agreement) by and among KKR Real Estate Finance Trust Inc., a Maryland corporation, KKR Real Estate Finance Holdings L.P., a Delaware limited partnership, SteepRock Capital II LLC, a Delaware limited liability company, and REFH SR Mezz LLC, a Delaware limited liability company.

KKR Real Estate Finance Trust Inc. – AMENDED AND RESTATED INVESTMENT AGREEMENT Dated October 8, 2015 (March 10th, 2017)

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT is made and entered into on October 8, 2015 (as amended, supplemented or modified from time to time, this Agreement) by and among KKR Real Estate Finance Trust Inc., a Maryland corporation, KKR Real Estate Finance Holdings L.P., a Delaware limited partnership, SteepRock Capital II LLC, a Delaware limited liability company, and REFH SR Mezz LLC, a Delaware limited liability company.

American Cannabis Company, Inc. – Amended and Restated Investment Agreement (September 12th, 2016)

This INVESTMENT AGREEMENT (the "Agreement"), dated as of August 4, 2016 (the "Execution Date"), is entered into by and between American Cannabis Company, Inc. (the "Company"), a Delaware corporation, with its principal executive offices at 5690 Logan St. Unit A, Denver, CO 80216, and Tangiers Global, LLC (the "Investor"), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. # 53, San Juan, PR 00901.

American Cannabis Company, Inc. – Amended and Restated Investment Agreement (August 18th, 2016)

This INVESTMENT AGREEMENT (the "Agreement"), dated as of August 4, 2016 (the "Execution Date"), is entered into by and between American Cannabis Company, Inc. (the "Company"), a Delaware corporation, with its principal executive offices at 5690 Logan St. Unit A, Denver, CO 80216, and Tangiers Global, LLC (the "Investor"), a Wyoming limited liability company, with its principal executive offices at Caribe Plaza Office Building 6th Floor, Palmeras St. # 53, San Juan, PR 00901.

Bank of N.T. Butterfield & Son Ltd – AMENDED AND RESTATED INVESTMENT AGREEMENT Dated as of August 4, 2016 by and Among THE BANK OF N.T. BUTTERFIELD & SON LIMITED, CARLYLE GLOBAL FINANCIAL SERVICES PARTNERS, L.P. And CGFSP COINVESTMENT L.P. (August 4th, 2016)

AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of August 4, 2016 (this Agreement), by and among The Bank of N.T. Butterfield & Son Limited, a body corporate incorporated under the Laws of Bermuda (the Company), Carlyle Global Financial Services Partners L.P., a Cayman Islands exempted limited partnership, and CGFSP Coinvestment L.P., a Cayman exempted limited partnership (each, an Individual Purchaser and, collectively, the Purchaser).

Garnero Group Acquisition Co – First Amended and Restated Investment Agreement (June 15th, 2016)

This Amendment No. 1 (this "Amendment") to the First Amended and Restated Investment Agreement (the "Investment Agreement"), is entered into as of June 10, 2016 by and among Garnero Group Acquisition Company, a Cayman Islands exempted company ("GGAC"), Q1 Comercial de Roupas S.A., a Brazilian company (the "Company"), Alvaro Jabur Maluf Junior and Paulo Jabur Maluf (the "Controlling Persons") and the persons listed under the caption "Optionholder" on the signature pages hereto (the "Optionholders"). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning ascribed to such terms in the Investment Agreement.

Alibaba Group Holding Ltd – AMENDED AND RESTATED INVESTMENT AGREEMENT Dated as of August 9, 2015 and Amended and Restated as of May 19, 2016 (May 24th, 2016)

THIS INVESTMENT AGREEMENT, dated as of August 9, 2015 (the Original Agreement Date) and as amended and restated May 19, 2016 (the Amendment Date) (this Agreement), is made by and between ALIBABA GROUP HOLDING LIMITED, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the Company), and SUNING COMMERCE GROUP CO., LTD., a joint stock company incorporated under the Laws of the Peoples Republic of China (the Purchaser and, together with the Company, the Parties and each a Party).

Garnero Group Acquisition Co – First Amended and Restated Investment Agreement by and Among Garnero Group Acquisition Company, Q1 Comercial De Roupas S.A., Alvaro Jabur Maluf Junior and Paulo Jabur Maluf, and the Optionholders of Q1 Comercial De Roupas S.A. Set Forth on the Signature Pages Hereto (December 21st, 2015)

THIS FIRST AMENDED AND RESTATED INVESTMENT AGREEMENT is made and entered into as of December 17, 2015, by and among Garnero Group Acquisition Company, a Cayman Islands company ("GGAC"), Q1 Comercial de Roupas S.A., a Brazilian company (the "Company," or after the Closing (as defined in Section 1.2 hereof), the "Surviving Corporation"), Alvaro Jabur Maluf Junior and Paulo Jabur Maluf (the "Controlling Persons") and the persons listed under the caption "Optionholder" on the signature pages hereto (the "Optionholders"). The term "Agreement" as used herein refers to this First Amended and Restated Investment Agreement, as the same may be further amended from time to time, and all schedules and exhibits hereto (including the Company Schedule and the GGAC Schedule, as defined in the preambles to Articles II and III hereof, respectively). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 10.2 hereof.

Rich Pharmaceuticals, Inc. – Amended and Restated Investment Agreement (June 11th, 2015)

This AMENDED AND RESTATED INVESTMENT AGREEMENT (the "Agreement"), dated as of June, 10, 2015 (the "Execution Date"), is entered into by and between Rich Pharmaceuticals, Inc., a Nevada corporation (the "Company"), with its principal executive office at 9595 Wilshire Blvd, Suite 900, Beverly Hills, CA 90212, and LG Capital Funding, LLC, a New York limited liability company (the "Investor"), with its principal executive office at 1218 Union Street, Suite #2, Brooklyn, NY 11225.

Liberty Broadband Corp – Amended and Restated Investment Agreement (May 29th, 2015)

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT, dated May 28, 2015 (this Agreement), is entered into by and among Liberty Broadband Corporation, a Delaware corporation (the Company), Soroban Master Fund LP, a Cayman Islands exempted limited partnership (Purchaser 1) and Soroban Opportunities Master Fund LP, a Cayman Islands exempted limited partnership (Purchaser 2 and together with Purchaser 1, the Purchasers), and amends and restates in its entirety that certain Investment Agreement, dated May 25, 2015 (the Original Investment Agreement), among the Company and the Purchasers. Certain terms used in this Agreement are used as defined in Section 11.15.

Liberty Broadband Corp – Amended and Restated Investment Agreement (May 29th, 2015)

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of May 28, 2015 (this Agreement), is entered into by and among Liberty Broadband Corporation, a Delaware corporation (the Company), Liberty Interactive Corporation, a Delaware corporation (LIC), JANA Nirvana Master Fund, L.P., a Cayman Islands exempted company (JANA Nirvana), JANA Master Fund, Ltd., a Cayman Islands exempted company (JANA Master), and Coatue Offshore Master Fund, Ltd., a Cayman Islands exempted company (Coatue and together with LIC, JANA Nirvana and JANA Master, the Purchasers) and amends and restates in its entirety that certain Investment Agreement, dated as of May 23, 2015 (the Original Investment Agreement), by and among the Company and the Purchasers. Certain terms used in this Agreement are used as defined in Section 11.15.

Liberty Broadband Corp – Amended and Restated Investment Agreement (May 29th, 2015)

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT, dated May 29, 2015 (this Agreement), is entered into by and between Liberty Broadband Corporation, a Delaware corporation (the Company), and Quantum Partners LP, a Cayman Islands exempted limited partnership (the Purchaser), and amends and restates in its entirety that certain Investment Agreement, dated as of May 24, 2015 (the Original Investment Agreement), by and between the Company and the Purchaser. Certain terms used in this Agreement are used as defined in Section 11.15.

Vendum Batteries Inc. – Vendum Batteries, Inc. Amended and Restated Investment Agreement (October 7th, 2011)
GWG Holdings, Inc. – Amended and Restated Investment Agreement (August 23rd, 2011)

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT dated as of September 3, 2009 (this Agreement), between INSURANCE STRATEGIES FUND, LLC, a Delaware limited liability company (ISF) and GWG HOLDINGS, LLC, a Delaware limited liability company (GWG Holdings) and its wholly owned subsidiaries GWG LIFE SETTLEMENTS, LLC, a Delaware limited liability company (GWLIFE), OPPORTUNITY BRIDGE FUNDING, LLC, a Delaware limited liability company (OBF), and UNITED LENDING, LLC a Minnesota limited liability company (UNITED) (all entities collectively referred to herein as GWG). This Agreement shall be effective on the date first set forth above (as hereinafter defined) (Effective Date).

Amended and Restated Investment Agreement Dated as of July 14, 2011 Among First Bancorp and the Investors Named on the Signature Pages Hereto (July 19th, 2011)

This agreement is dated as of July 14, 2011 among First BanCorp (the Company), a Puerto Rico chartered financial holding company, and each of the investors that have signed this Agreement (each an Investor and together, the Investors), relating to the sale by the Company to each of the Investors of a number of shares of common stock of the Company (Common Stock), par value $0.10 per share, as set forth in Section 1.1, and amends and restates an Investment Agreement, dated as of June 24, 2011, among the Company and the Investors (the Original Agreement and, as amended and restated by this agreement, the Agreement). Now, therefore, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, and intending to be legally bound, the parties hereby agree as follows:

Amended and Restated Investment Agreement Dated as of July 14, 2011 Among First Bancorp and the Investors Named on the Signature Pages Hereto (July 19th, 2011)

This agreement is dated as of July 14, 2011 among First BanCorp (the Company), a Puerto Rico chartered financial holding company, and each of the investors that have signed this Agreement (each an Investor and together, the Investors), relating to the sale by the Company to each of the Investors of a number of shares of common stock of the Company (Common Stock), par value $0.10 per share, shown opposite the name of each such Investor on the signature pages of this Agreement, and amends and restates an Investment Agreement dated as of May 26, 2011 among the Company and the Investors (the Original Agreement and, as amended and restated by this agreement, the Agreement). Now, therefore, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein, and intending to be legally bound, the parties hereby agree as follows:

AMENDED AND RESTATED INVESTMENT AGREEMENT Dated as of April 22, 2011 by and Among CUMULUS MEDIA INC. And THE INVESTORS PARTY HERETO (April 25th, 2011)

AMENDED AND RESTATED INVESTMENT AGREEMENT (this Agreement), dated as of April 22, 2011, by and among Cumulus Media Inc., a Delaware corporation (Parent), Crestview Radio Investors, LLC, a Delaware limited liability company (the Crestview Investor), MIHI LLC, a Delaware limited liability company (the Macquarie Investor), and UBS Securities LLC, a Delaware limited liability company (the UBS Investor); the Macquarie Investor, the Crestview Investor and the UBS Investor each being sometimes referred to herein as an Investor and, together, as the Investors).

AMENDED AND RESTATED INVESTMENT AGREEMENT Dated as of April 22, 2011 by and Among CUMULUS MEDIA INC. And THE INVESTORS PARTY HERETO (April 25th, 2011)

AMENDED AND RESTATED INVESTMENT AGREEMENT (this Agreement), dated as of April 22, 2011, by and among Cumulus Media Inc., a Delaware corporation (Parent), Crestview Radio Investors, LLC, a Delaware limited liability company (the Crestview Investor), MIHI LLC, a Delaware limited liability company (the Macquarie Investor), and UBS Securities LLC, a Delaware limited liability company (the UBS Investor); the Macquarie Investor, the Crestview Investor and the UBS Investor each being sometimes referred to herein as an Investor and, together, as the Investors).

Roy Bk Of Scotland – 29 NOVEMBER 2010 AMENDED AND RESTATED INVESTMENT AGREEMENT Relating to SHIP LUXCO HOLDING & Cy. S.C.A. Weil, Gotshal & Manges One South Place London EC2M 2WG Tel: +44 (0) 20 7903 1000 Fax: +44 (0) 20 7903 0990 www.weil.com (March 31st, 2011)

and a certificate by any official of such Secured Party or its nominee or any such receiver that the Shares are or are to be subject to such a security and that the transfer is executed in accordance with the provisions of this clause shall be conclusive evidence of such facts.

Amended and Restated Investment Agreement (January 21st, 2011)

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT (hereinafter referred to as the "Agreement"), dated as of January 21, 2011 ("Execution Date") by and between

Sterling Financial – First Amendment to the Second Amended and Restated Investment Agreement (August 20th, 2010)

This First Amendment (the Amendment) is entered into as of August 18, 2010 between Sterling Financial Corporation, a Washington corporation (the Company), and Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership, and Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (each, an Investor and collectively, the Investors). Capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement (as defined below).

Hampton Roads Bankshares Inc – AMENDED & RESTATED INVESTMENT AGREEMENT by and Between HAMPTON ROADS BANKSHARES, INC. And CAPGEN CAPITAL GROUP VI LP Dated as of August 11, 2010 (August 17th, 2010)

This Amended and Restated Investment Agreement, is dated as of August 11, 2010 (this Agreement), and is by and between HAMPTON ROADS BANKSHARES, INC., a Virginia corporation (the Company), and CAPGEN CAPITAL GROUP VI LP, a Delaware limited partnership (CapGen).

Hampton Roads Bankshares Inc – A Warrant in Substantially the Form Attached Hereto as Exhibit A-1 (The "1.0% Warrant") to Purchase Common Shares at an Exercise or Strike Price of $0.43 Per Common Share Aggregating 7,296,175 Common Shares or Such Greater Number of Shares, Which in All Cases, Shall Equal 1.0% of the Outstanding Common Stock of the Company, on a Fully Diluted Basis, Immediately After Giving Effect to the Transactions Contemplated by the Transaction Documents, Including, Without Limitation, Giving Effect to the Issuance of All Shares of Common Stock Offered Pursuant to the Rights Offering and Regardless of Whet (July 7th, 2010)

Herein, the 1.0% Warrant and the 0.5% Warrant are sometimes collectively referred to as the "CapGen Warrants"). The CapGen Warrants will be issued as an inducement to, and in consideration of, CapGen's participation pursuant to the Investment Agreement, as an investor in the transactions contemplated by the Transaction Documents.

Hampton Roads Bankshares Inc – A Warrant in Substantially the Form Attached Hereto as Exhibit A-1 (The "1.0% Warrant") to Purchase Common Shares at an Exercise or Strike Price of $0.43 Per Common Share Aggregating 7,296,175 Common Shares or Such Greater Number of Shares, Which in All Cases, Shall Equal 1.0% of the Outstanding Common Stock of the Company, on a Fully Diluted Basis, Immediately After Giving Effect to the Transactions Contemplated by the Transaction Documents, Including, Without Limitation, Giving Effect to the Issuance of All Shares of Common Stock Offered Pursuant to the Rights Offering and Regardless of Whet (July 7th, 2010)

Herein, the 1.0% Warrant and the 0.5% Warrant are sometimes collectively referred to as the "CapGen Warrants"). The CapGen Warrants will be issued as an inducement to, and in consideration of, CapGen's participation pursuant to the Investment Agreement, as an investor in the transactions contemplated by the Transaction Documents.

Hampton Roads Bankshares Inc – A Warrant in Substantially the Form Attached Hereto as Exhibit A-1 (The "1.0% Warrant") to Purchase Common Shares at an Exercise or Strike Price of $0.43 Per Common Share Aggregating 7,296,175 Common Shares or Such Greater Number of Shares, Which in All Cases, Shall Equal 1.0% of the Outstanding Common Stock of the Company, on a Fully Diluted Basis, Immediately After Giving Effect to the Transactions Contemplated by the Transaction Documents, Including, Without Limitation, Giving Effect to the Issuance of All Shares of Common Stock Offered Pursuant to the Rights Offering and Regardless of Whet (July 7th, 2010)

Herein, the 1.0% Warrant and the 0.5% Warrant are sometimes collectively referred to as the "CapGen Warrants"). The CapGen Warrants will be issued as an inducement to, and in consideration of, CapGen's participation pursuant to the Investment Agreement, as an investor in the transactions contemplated by the Transaction Documents.

Sterling Financial – SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT Dated as of May 25, 2010 Between STERLING FINANCIAL CORPORATION and THOMAS H. LEE EQUITY FUND VI, L.P. THOMAS H. LEE PARALLEL FUND VI, L.P. And THOMAS H. LEE PARALLEL (DT) FUND VI, L.P. (May 27th, 2010)

SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of May 25, 2010 (this Agreement), between Sterling Financial Corporation, a Washington corporation (the Company), and Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership ,Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership, and Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (each, an Investor and collectively, the Investors).

CMoney – Amended and Restated Investment Agreement (May 25th, 2010)

THIS AMENDED AND RESTATED INVESTMENT AGREEMENT (hereinafter referred to as the "Agreement"), is dated as of May 24, 2010 is by and between Bonfire Productions, Inc., a Nevada corporation as successor in interest to cmoney, Inc., a Delaware corporation (hereinafter referred to as the "Company"),

Sterling Financial – AMENDED AND RESTATED INVESTMENT AGREEMENT Dated as of May 5, 2010 Between Sterling Financial Corporation and Thomas H. Lee Equity Fund VI, L.P. Thomas H. Lee Parallel Fund VI, L.P. And Thomas H. Lee Parallel (DT) Fund VI, L.P. (May 6th, 2010)

AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of May 5, 2010 (this "Agreement"), between Sterling Financial Corporation, a Washington corporation (the "Company"), and Thomas H. Lee Equity Fund VI, L.P., a Delaware limited partnership ,Thomas H. Lee Parallel Fund VI, L.P., a Delaware limited partnership, and Thomas H. Lee Parallel (DT) Fund VI, L.P., a Delaware limited partnership (each, an "Investor" and collectively, the "Investors").

KKR & Co. L.P. – AMENDED AND RESTATED INVESTMENT AGREEMENT by and Among KKR & CO. L.P., KKR PRIVATE EQUITY INVESTORS, L.P., KKR HOLDINGS L.P., (Solely for Purposes of Section 4.7 and Section 8.12), KKR MANAGEMENT HOLDINGS L.P., (Solely for Purposes of Section 5 and Section 8.2), and KKR FUND HOLDINGS L.P. (Solely for Purposes of Section 5 and Section 8.2) Dated as of October 1, 2009 (April 16th, 2010)

This AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of October 1, 2009 (as amended, supplemented or otherwise modified from time to time, this Agreement), is entered into by and among (1) KKR & Co. L.P., a Delaware limited partnership (the Controlling Partnership), (2) KKR Private Equity Investors, L.P., a Guernsey limited partnership (KPE), acting through KKR Guernsey GP Limited, a Guernsey company limited by shares (the KPE GP) in its capacity as the general partner of KPE, (3) KKR Management Holdings L.P. (Management Holdings), a Delaware limited partnership, acting through KKR Management Holdings Corp. in its capacity as the general partner of Management Holdings, (4) KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the indirect general partner of KKR Fund Holdings L.P. (Management Holdings and KKR Fund Holdings L.P. are sometimes collectively referred to herein as the Group Partnerships) and (5) KKR Ho

KKR & Co. L.P. – AMENDED AND RESTATED INVESTMENT AGREEMENT by and Among KKR & CO. L.P., KKR PRIVATE EQUITY INVESTORS, L.P., KKR HOLDINGS L.P., (Solely for Purposes of Section 4.7 and Section 8.12), KKR MANAGEMENT HOLDINGS L.P., (Solely for Purposes of Section 5 and Section 8.2), and KKR FUND HOLDINGS L.P. (Solely for Purposes of Section 5 and Section 8.2) Dated as of October 1, 2009 (March 12th, 2010)

This AMENDED AND RESTATED INVESTMENT AGREEMENT, dated as of October 1, 2009 (as amended, supplemented or otherwise modified from time to time, this Agreement), is entered into by and among (1) KKR & Co. L.P., a Delaware limited partnership (the Controlling Partnership), (2) KKR Private Equity Investors, L.P., a Guernsey limited partnership (KPE), acting through KKR Guernsey GP Limited, a Guernsey company limited by shares (the KPE GP) in its capacity as the general partner of KPE, (3) KKR Management Holdings L.P. (Management Holdings), a Delaware limited partnership, acting through KKR Management Holdings Corp. in its capacity as the general partner of Management Holdings, (4) KKR Fund Holdings L.P., a Cayman Islands exempted limited partnership, acting through KKR Management LLC in its capacity as the indirect general partner of KKR Fund Holdings L.P. (Management Holdings and KKR Fund Holdings L.P. are sometimes collectively referred to herein as the Group Partnerships) and (5) KKR Ho

Second Amended and Restated Investment Agreement (August 18th, 2009)

THIS SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT (together with all exhibits and schedules hereto and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the "Agreement"), dated as of August 13, 2009, by and among Republic Airways Holdings Inc., a Delaware corporation (the "Investor"), Frontier Airlines Holdings, Inc., a Delaware corporation (the "Company"), Frontier Airlines, Inc., a Colorado corporation ("Frontier Airlines"), and Lynx Aviation, Inc., a Colorado corporation ("Lynx," and, together with the Company and Frontier Airlines, the "Companies"), and their respective successors, including, as the context may require, on or after the Effective Date, as reorganized pursuant to the Bankruptcy Code.

Republic Airways Holdings – SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT Dated as of August 13, 2009 Among REPUBLIC AIRWAYS HOLDINGS INC. FRONTIER AIRLINES HOLDINGS, INC., FRONTIER AIRLINES, INC. And LYNX AVIATION, INC. (August 18th, 2009)

THIS SECOND AMENDED AND RESTATED INVESTMENT AGREEMENT (together with all exhibits and schedules hereto and as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, the "Agreement"), dated as of August 13, 2009, by and among Republic Airways Holdings Inc., a Delaware corporation (the "Investor"), Frontier Airlines Holdings, Inc., a Delaware corporation (the "Company"), Frontier Airlines, Inc., a Colorado corporation ("Frontier Airlines"), and Lynx Aviation, Inc., a Colorado corporation ("Lynx," and, together with the Company and Frontier Airlines, the "Companies"), and their respective successors, including, as the context may require, on or after the Effective Date, as reorganized pursuant to the Bankruptcy Code.

AMENDED AND RESTATED INVESTMENT AGREEMENT Dated as of October 1, 2008 by and Among GFN NORTH AMERICA CORP. As Parent, PAC-VAN, INC., as the Borrower, and LAMINAR DIRECT CAPITAL, L.L.C., as a Lender and as Collateral Agent, and THE OTHER LENDERS PARTY HERETO (October 7th, 2008)