AGREEMENT AND PLAN OF MERGER Dated as of November 5, 2019 among AIRCASTLE LIMITED, MM AIR LIMITED and MM AIR MERGER SUB LIMITEDMerger Agreement • November 7th, 2019 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 5, 2019, among Aircastle Limited, a Bermuda exempted company (the “Company”), MM Air Limited, a Bermuda exempted company (“Parent”), and MM Air Merger Sub Limited, a Bermuda exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”).
AMENDED AND RESTATED SHAREHOLDER AGREEMENT BY AND AMONG AIRCASTLE LIMITED AND THE SHAREHOLDERS NAMED HEREIN Dated as of February 18, 2015Shareholder Agreement • February 23rd, 2015 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec • New York
THIS AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this “Agreement”) is made as of February 18, 2015, by and among Aircastle Limited, a Bermuda exempted company limited by shares (the “Company”), Marubeni Corporation, a Japanese corporation (the “Investor”), and Marubeni Aviation Holding Coöperatief U.A, a Netherlands coöperatief and a wholly owned subsidiary of the Investor (“MHC” and, together with the Investor, the “Shareholders”), and shall become effective as of the date hereof. Certain capitalized terms used in this Agreement are defined in Section 1.1. Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
STOCK PURCHASE PLAN ENGAGEMENT AGREEMENTStock Purchase Plan Engagement Agreement • February 23rd, 2015 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec • New York
Stock Purchase Plan Engagement Agreement dated as of February 19, 2015 (this “Agreement”) between Marubeni Aviation Holding Coöperatief U.A. (the “Purchaser”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Broker”), acting as agent for the Purchaser to purchase shares of the common stock (the “Securities”) of Aircastle Limited (the “Company”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 7th, 2019 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec
VOTING AND SUPPORT AGREEMENT, dated as of November 5, 2019 (this “Agreement”) is made and entered into by and between Aircastle Limited, a Bermuda exempted company (the “Company”), and the undersigned Shareholders (each a “Shareholder,” and collectively, “Marubeni”) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Translation) Memorandum of UnderstandingMemorandum of Understanding • November 7th, 2019 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec
Mizuho Leasing Company, Limited (“Tiger”) and Marubeni Corporation (“Phoenix”) hereby enter into this Memorandum as of 6 November 2019 (Japan Standard Time) as stated below in order to confirm the agreements and understandings between Tiger and Phoenix which will be required in relation to the Merger Agreement (as defined below) and the Limited Guaranty (as defined below) concluded for the purpose of acquiring all of the shares (excluding the Shares Already Owned by Phoenix (as defined below)) of Laputa (the “Target Company”) jointly by Tiger and Phoenix. In this Memorandum, the Merger Agreement means the Agreement and Plan of Merger entered into by and among MM Air Limited (the “Parent”), MM Air Merger Sub Limited (the “Merger Sub”) and the Target Company on 6 November 2019 (Japan Standard Time), and the Limited Guaranty means the Limited Guaranty entered into by and between Tiger and Phoenix on 6 November 2019 (Japan Standard Time) for the benefit of the Target Company.
SHAREHOLDERS’ AGREEMENT Eneti Inc. August 12, 2021Shareholder Agreement • August 23rd, 2021 • Marubeni Corp /Fi • Deep sea foreign transportation of freight • New York
THIS SHAREHOLDERS’ AGREEMENT, dated as of August 12, 2021 (as executed and as may be amended, modified, supplemented and restated from time to time, this “Agreement”), by and among Eneti Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), Scorpio Services Holding Limited, a corporation organized under the laws of the Republic of the Marshall Islands (“SSH”), and each of the holders of shares of the Company’s Common Stock listed on Schedule A hereto (such holders, collectively, the “Shareholders”).
TRANSACTION AGREEMENT DATED AS OF JUNE 6, 2013 BY AND BETWEEN MARUBENI CORPORATION AND AIRCASTLE LIMITEDTransaction Agreement • June 17th, 2013 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec • New York
TRANSACTION AGREEMENT (this “Agreement”), dated as of June 6, 2013, by and between Marubeni Corporation, a Japanese corporation (the “Investor”), and Aircastle Limited, a Bermuda exempted company limited by shares (the “Company”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in Article I.
JOINT FILING AGREEMENT Dated: December 1, 2022Joint Filing Agreement • December 1st, 2022 • Marubeni Corp /Fi • Deep sea foreign transportation of freight
The undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares, par value $0.01 per share, of Eneti Inc., a corporation organized under the laws of the Republic of the Marshall Islands, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an Exhibit to the Schedule 13D. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • September 3rd, 2013 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing with the Securities and Exchange Commission required by such party under Section 13(d) of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto), and further agrees to the filing of this agreement as an exhibit thereto.
Re: Amendment of Stock Purchase Plan Engagement AgreementStock Purchase Plan Engagement Agreement • August 28th, 2015 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec
Reference is made to the Stock Purchase Plan Engagement Agreement (the “Purchase Agreement”) dated as of February 19, 2015 between Marubeni Aviation Holding Coöperatief U.A. (the “Purchaser”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Broker”).
JOINT FILING AGREEMENT Dated: August 23, 2021Joint Filing Agreement • August 23rd, 2021 • Marubeni Corp /Fi • Deep sea foreign transportation of freight
The undersigned hereby agree that the Statement on Schedule 13D, dated August 23, 2021, with respect to the common shares, par value $0.01 per share, of Eneti Inc., a corporation organized under the laws of the Republic of the Marshall Islands, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an Exhibit to the Schedule 13D. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
LIMITED GUARANTYLimited Guaranty • November 7th, 2019 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec • Delaware
This Limited Guaranty, dated as of November 5, 2019 (this “Limited Guaranty”), is made by each of Marubeni Corporation, a Japanese corporation (“MC”), and Mizuho Leasing Company, Limited, a Japanese company (“MLCL,” and together with MC, the “Guarantors”), in favor of Aircastle Limited, a Bermuda exempted company (the “Company”). Reference is hereby made to the Agreement and Plan of Merger, entered into concurrently with this Limited Guaranty (as it may be amended from time to time, the “Merger Agreement”), by and among MM Air Limited, a Bermuda exempted company (“Parent”), MM Air Merger Sub Limited, a Bermuda exempted company and a wholly owned Subsidiary of Parent (“Merger Sub”), and the Company. Capitalized terms used but not defined herein have the meanings ascribed to them in the Merger Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 23rd, 2021 • Marubeni Corp /Fi • Deep sea foreign transportation of freight • New York
This Registration Rights Agreement (including any amendments entered into hereafter, this “Agreement”) is entered into as of August 12, 2021, by and among Eneti Inc., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), Marubeni Offshore Power Limited, a private limited company organized under the laws of England and Wales (“Marubeni”), INCJ SJ Investment Limited, a private limited company organized under the laws of England and Wales (“INCJ”) and MOL Offshore Energy Limited, a private limited company organized under the laws of England and Wales (“MOL” and together with Marubeni and INCJ, each a “Seller” and together, the “Sellers”).
STOCK PURCHASE PLAN (ATTACHED)Stock Purchase Plan • February 19th, 2016 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec • New York
This Stock Purchase Plan (the “Purchase Plan”) is entered into on February 17, 2016, by and between Citigroup Global Markets Inc. (“CGMI”) and Marubeni Aviation Holding Coöperatief U.A. (“Marubeni”) for the purchase of shares of common stock (the “Stock”) issued by the Aircastle Limited (the “Issuer”) complying with the provisions of Rule 10b5-1 (“Rule 10b5-1”) and Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934 on a “not held” basis.
JOINT FILING AGREEMENT Dated: July 5, 2022Joint Filing Agreement • July 5th, 2022 • Marubeni Corp /Fi • Deep sea foreign transportation of freight
The undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common shares, par value $0.01 per share, of Eneti Inc., a corporation organized under the laws of the Republic of the Marshall Islands, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an Exhibit to the Schedule 13D. This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Rule 10b5-1 Trading Plan (Stock)Rule 10b5-1 Trading Plan • December 1st, 2022 • Marubeni Corp /Fi • Deep sea foreign transportation of freight
This trading plan is entered into on [ ], 2022 (this “Plan”) between Japan Offshore Wind Power LLC (“Client”) and Mitsubishi UFJ Morgan Stanley Securities Co., Ltd. (“MUMSS”) acting as agent for Client.
Re: Amendment of Stock Purchase Plan Engagement AgreementStock Purchase Plan Engagement Agreement • April 8th, 2014 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec
Reference is made to the Stock Purchase Plan Engagement Agreement (the “Purchase Agreement”) dated as of August 7, 2013 between, Marubeni Aviation Holding Coöperatief U.A. (the “Purchaser”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Broker”).
