AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 15th, 2020 • Monocle Holdings Inc. • Wholesale-machinery, equipment & supplies • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [n], 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”).
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • October 14th, 2020 • Monocle Holdings Inc. • Wholesale-machinery, equipment & supplies • New York
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of [•], 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”).
Monocle Holdings Inc. New York, NY 10022Merger Agreement • September 15th, 2020 • Monocle Holdings Inc. • 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.
Name] [Address 1] [Address 2] RE: Continued AerSale Employment Dear [First Name]:Employment Agreement • February 14th, 2020 • Monocle Holdings Inc. • Wholesale-machinery, equipment & supplies
As you know, Monocle Acquisition Corporation, Monocle Merger Sub 1 Inc., Monocle Holdings Inc. (the “Company”), Monocle Merger Sub 2 LLC (“Merger Sub 2”), AerSale Corp., and, solely in its capacity as the Holder Representative, Leonard Green & Partners, L.P., have entered into that certain Agreement and Plan of Merger, dated as of December 8, 2019 (the “Merger Agreement”), pursuant to which, among other things, Merger Sub 2 will merge with and into AerSale Corp., with AerSale Corp. surviving (the “Transaction”). Upon the closing of the Transaction, the Company will change its name to “AerSale Corporation.”
Monocle Holdings Inc. 750 Lexington Avenue, Suite 1501 New York, NY 10022Letter Agreement • February 14th, 2020 • Monocle Holdings Inc. • 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 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 December 8, 2019. Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
