STANDARDAERO, INC. 60,000,000 Shares of Common Stock Underwriting AgreementStandardAero, Inc. • September 27th, 2024 • Aircraft engines & engine parts • New York
StandardAero, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 53,250,000 shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of 6,750,000 shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional 9,000,000 shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “St
AMENDED AND RESTATED CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 23rd, 2024 • StandardAero, Inc. • Aircraft engines & engine parts • Delaware
This Amended and Restated Consulting Services Agreement (this “Agreement”), dated as of [ • ], 2024, is being entered into by and between Dynasty Acquisition Co., Inc., a Delaware corporation (the “Company”), and Carlyle Investment Management L.L.C., a Delaware limited liability company (the “Consultant”).
STANDARDAERO, INC. [●] Shares of Common Stock Underwriting AgreementStandardAero, Inc. • September 23rd, 2024 • Aircraft engines & engine parts • New York
StandardAero, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [●] shares (the “Underwritten Shares”) of common stock, par value $0.01 per share, of the Company (the “Common Stock”). In addition, certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, at the option of the Underwriters, up to an additional [●] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
STOCKHOLDERS AGREEMENT BY AND AMONG STANDARDAERO, INC. AND THE STOCKHOLDERS PARTY HERETO OCTOBER 1, 2024Stockholders Agreement • October 3rd, 2024 • StandardAero, Inc. • Aircraft engines & engine parts • Delaware
This Stockholders Agreement (this “Agreement”) is made as of October 1, 2024 by and among StandardAero, Inc., a Delaware corporation (the “Company”), Carlyle Partners VII S1 Holdings II, L.P., a Delaware limited partnership (the “Initial Carlyle Stockholder”), Hux Investment Pte Ltd, a private company organized under the laws of Singapore (the “Initial GIC Stockholder”), the stockholders listed on Schedule 1 hereto (the “Management Stockholders” and, together with the Initial Carlyle Stockholder and the Initial GIC Stockholder, the “Stockholders”) and any other stockholder who from time to time becomes party to this Agreement by execution of a joinder agreement substantially in the form of Exhibit A (a “Joinder Agreement”).
AMENDED AND RESTATED CONSULTING SERVICES AGREEMENTConsulting Services Agreement • September 27th, 2024 • StandardAero, Inc. • Aircraft engines & engine parts • Delaware
This Amended and Restated Consulting Services Agreement (this “Agreement”), dated as of [ • ], 2024, is being entered into by and between Dynasty Acquisition Co., Inc., a Delaware corporation (the “Company”), and Beamer Investment Inc., a Delaware corporation (the “Consultant”).
