Exhibit 1.1
4,000,000 Shares
AERSALE CORPORATION
Common Stock
UNDERWRITING AGREEMENT
November 16, 2022
Xxxxx
and Company, LLC
RBC Capital
Markets, LLC
Xxxxxx,
Xxxxxxxx & Company, Incorporated
As Representatives of the several Underwriters
c/o Cowen and Company, LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o RBC Capital Markets, LLC
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx
c/o Xxxxxx, Xxxxxxxx & Company, Incorporated
000 0xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
1. Introductory.
The selling stockholders named in Schedule B hereto (the “Selling stockholders”) propose to sell, pursuant
to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,”
or, each, an “Underwriter”), an aggregate of 4,000,000 shares of Common Stock, $0.0001 par value (the “Common
Stock”) of AerSale Corporation, a Delaware corporation (the “Company”). The aggregate of 4,000,000
shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Selling stockholders also
propose to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 600,000 shares
of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred
to as the “Stock”. Xxxxx and Company, LLC, RBC Capital Markets LLC and Xxxxxx, Xxxxxxxx & Company, Incorporated
are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the “Representatives.”
The Company and certain of the Selling stockholders have separately entered into a privately negotiated Share Repurchase Agreement, dated
November 14, 2022, pursuant to which the Company purchased an aggregate of 1,500,000 shares of Common Stock from the Selling Stockholders.
2. Representations
and Warranties of the Company
(i) Representations
and Warranties of the Company. The Company represents and warrants to the several Underwriters, as of the date hereof and as of
each Closing Date (as defined below), and agrees with the several Underwriters, that:
(a) Registration
Statement. A registration statement of the Company on Form S-1 (File No. 333-252703) (including
all amendments thereto, the “Prior Registration Statement”) in respect of the Stock has been filed with the
Securities and Exchange Commission (the “Commission”), on February 4, 2021 and declared effective on February 8,
2021, as amended by the post-effective amendment no. 1, filed and effective on March 29, 2021, as supplemented by the prospectus
supplements thereto, filed on February 10, 2021, March 31, 2021, May 11, 2021, August 11, 2021 and November 16,
2021, respectively, and a registration statement on Form S-3 under the Act, initially filed with the Commission on January 5,
2022 (Registration No. 333-262009) (as so filed and as amended to date, the “S-3”and together with the
Prior Registration Statement, the “Initial Registration Statement”). The Company meets the requirements for
use of Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and
regulations of the Commission thereunder (the “Rules and Regulations”). The Initial Registration Statement
and any post-effective amendment thereto, each in the form heretofore delivered to you, and, excluding exhibits thereto, to you for each
of the other Underwriters, have been declared effective by the Commission in such form and meet the requirements of the Securities Act,
and the Rules and Regulations. Other than (i) the Initial Registration Statement, (ii) a registration statement, if any,
increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations
(a “Rule 462(b) Registration Statement”), (iii) any Preliminary Prospectus (as defined below),
(iv) the Prospectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and
Regulations in accordance with Section 4(i)(a) hereof, no other document with respect to the offer or sale of the Stock has
heretofore been filed with the Commission. No stop order suspending the effectiveness of the Initial Registration Statement, any post-effective
amendment thereto or the Rule 462(b) Registration Statement, if any, has been issued and no proceeding for that purpose or pursuant
to Section 8A of the Securities Act has been initiated or, to the knowledge of the Company, threatened by the Commission (the base
prospectus dated January 4, 2022 constituting a combined prospectus, filed with the Commission pursuant to Rule 429 under the
Act, relating to both the Prior Registration Statement and the S-3 (the “Base Prospectus”) together with any
preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424(b) of
the Rules and Regulations is hereinafter called a “Preliminary Prospectus”). The Initial Registration Statement
including all exhibits thereto and including the information contained in the Prospectus filed with the Commission pursuant to Rule 424(b) of
the Rules and Regulations and deemed by virtue of Rule 430B under the Securities Act to be part of the Initial Registration
Statement at the time it became effective is hereinafter collectively called the “Registration Statement.” If
the Company has filed a Rule 462(b) Registration Statement, then any reference herein to the term “Registration Statement”
shall be deemed to include such Rule 462 Registration Statement. The Base Prospectus, as supplemented by the final prospectus supplement
relating to the offer and sale of the Stock, in the form filed pursuant to and within the time limits described in Rule 424(b) under
the Rules and Regulations, is hereinafter called the “Prospectus.”
Any reference herein
to the Registration Statement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed after the date of such Preliminary Prospectus or the Prospectus under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or
Prospectus, as the case may be. Any reference to any amendment to the Registration Statement shall be deemed to refer to and include any
annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the date of this Agreement
that is incorporated by reference in the Registration Statement.
(b) General
Disclosure Package. As of the Applicable Time (as defined below) and as of the Closing Date or the Option Closing Date (as defined
below), as the case may be, neither (i) the Base Prospectus, as amended and supplemented immediately prior to the Applicable Time,
any Preliminary Prospectus and the information included on Schedule C hereto (collectively, the “General Disclosure
Package”), (ii) the Marketing Materials (as defined below), nor (iii) any individual Written Testing-the-Waters
Communication, when considered together with the General Disclosure Package, included or will include any untrue statement of a material
fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to information
contained in or omitted from the General Disclosure Package, in reliance upon, and in conformity with, written information furnished to
the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information the parties
hereto agree is limited to the Underwriter’s Information (as defined in Section 18). As used in this paragraph (b) and
elsewhere in this Agreement:
“Applicable Time”
means 7:40 A.M., New York time, on the date of this Agreement or such other time as agreed to by the Company and the Representatives.
“Written Testing-the-Waters
Communication” means any Testing-the-Waters Communication (as defined below) that is a written communication within the
meaning of Rule 405 of the Rules and Regulations.
(c) No
Stop Orders; No Material Misstatements. No order preventing or suspending the use of any Preliminary Prospectus or the Prospectus
relating to the proposed offering of the Stock has been issued by the Commission, and no proceeding for that purpose or pursuant to Section 8A
of the Securities Act has been instituted or threatened by the Commission, and each Preliminary Prospectus, at the time of filing thereof,
conformed in all material respects to the requirements of the Securities Act and the Rules and Regulations, and did not contain an
untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading;
(d) Registration
Statement and Prospectus Contents. At the respective times, the Registration Statement and any amendments thereto became or become
effective as to the Underwriters and at each Closing Date, the Registration Statement and any amendments thereto conformed and will conform
in all material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplement
thereto was issued and at each Closing Date, conformed and will conform in all material respects to the requirements of the Securities
Act and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided,
however, that the foregoing representations and warranties in this paragraph (d) shall not apply to information contained
in or omitted from the Registration Statement or the Prospectus, or any amendment or supplement thereto, in reliance upon, and in conformity
with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion
therein, which information the parties hereto agree is limited to the Underwriter’s Information.
(e) Prohibition
on Issuer Free Writing Prospectuses. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company
(including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized,
approved or referred to and will not prepare, make, use, authorize, approve or refer to any “issuer free writing prospectus,”
as defined in Rule 433 of the Rules and Regulations relating to the Stock, other than any document not constituting a prospectus
pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act.
(f) Emerging
Growth Company. From the first date on which the Company engaged directly or through any person authorized to act on its behalf in
any communication in reliance on Section 5(d) of the Securities Act through the date hereof, the Company has been and is an
“emerging growth company,” as defined in Section 2(a) of the Securities Act (an “Emerging Growth Company”).
(g) Testing
the Waters Communications. The Company (a) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters
Communications with the consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A
under the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and
(b) has not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications. The Company reconfirms
that the Representatives have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not
distributed any Written Testing-the-Waters Communications.
(h) Organization
and Good Standing. The Company and each of its subsidiaries have been duly organized and are validly existing as corporations or other
legal entities in good standing (or the foreign equivalent thereof) under the laws of their respective jurisdictions of organization.
The Company and each of its subsidiaries are duly qualified to do business and are in good standing as foreign corporations or other legal
entities in each jurisdiction in which their respective ownership or lease of property or the conduct of their respective businesses requires
such qualification and have all power and authority (corporate or other) necessary to own or hold their respective properties and to conduct
the businesses in which they are engaged, except where the failure to so qualify or have such power or authority would not (i) have,
singularly or in the aggregate, a material adverse effect on the business, properties, management, financial position, stockholders’
equity, results of operations or prospects of the Company and its subsidiaries taken as a whole, or (ii) impair in any material respect
the ability of the Company to perform its obligations under this Agreement or to consummate any transactions contemplated by this Agreement,
the General Disclosure Package or the Prospectus (any such effect as described in clauses (i) or (ii), a “Material Adverse
Effect”). The Company does not own or control, directly or indirectly, any corporation, association or other entity other
than the subsidiaries listed in Exhibit 21 to the Registration Statement.
(i) Underwriting
Agreement. This Agreement has been duly authorized, executed and delivered by the Company.
(j) Capitalization.
All of the issued shares of capital stock of the Company, including the Stock, have been duly and validly authorized and issued, are fully
paid and non-assessable, have been issued in compliance with federal and state securities laws, and conform to the description thereof
contained in the General Disclosure Package and the Prospectus. All of the Company’s options, warrants and other rights to purchase
or exchange any securities for shares of the Company’s capital stock have been duly authorized and validly issued and were issued
in compliance with federal and state securities laws. None of the outstanding shares of Common Stock were issued in violation of any preemptive
rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. As of the date set forth
in the General Disclosure Package, there were no authorized or outstanding shares of capital stock, options, warrants, preemptive rights,
rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for,
any capital stock of the Company or any of its subsidiaries other than those described above or accurately described in the General Disclosure
Package. Since such date, the Company has not issued any securities other than Common Stock issued pursuant to the exercise of warrants
or upon the exercise of stock options or other awards outstanding under the Company’s stock option plans, options or other securities
granted or issued pursuant to the Company’s existing equity compensation plans or other plans, and the issuance of Common Stock
pursuant to employee stock purchase plans. The description of the Company’s stock option, stock bonus and other stock plans or arrangements,
and the options or other rights granted thereunder, as described in the General Disclosure Package and the Prospectus, accurately and
fairly present in all material respects the information required to be shown with respect to such plans, arrangements, options and rights.
(k) Capitalization
of Subsidiaries. All the outstanding shares of capital stock (if any) of each subsidiary of the Company have been duly authorized
and validly issued, are fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus,
are owned by the Company directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance,
security interest, restriction upon voting or transfer or any other claim of any third party.
(l) No
Conflicts. The execution, delivery and performance of this Agreement by the Company, and the consummation of the transactions contemplated
hereby will not (with or without notice or lapse of time or both) (i) conflict with or result in a breach or violation of any of
the terms or provisions of, constitute a default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation
or imposition of any lien, encumbrance, security interest, claim or charge upon any property or assets of the Company or any subsidiary
pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company
or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or by-laws (or analogous governing
instruments, as applicable) of the Company or any of its subsidiaries or (iii) result in the violation of any law, statute, rule,
regulation, judgment, order or decree of any court or governmental or regulatory agency or body, domestic or foreign, having jurisdiction
over the Company or any of its subsidiaries or any of their properties or assets, including but
not limited to laws, rules and regulations promulgated by the United States Department of Transportation (“DOT”),
the Federal Aviation Administration (“FAA”), the European Aviation Safety Agency (“EASA”),
the International Traffic in Arms Regulations (“ITAR”) and similar rules and regulations in the U.S. or
abroad that are applicable to the Company or its subsidiaries, except, in the case of clauses (i) and (iii) above, for
any such conflict, breach, violation or default that would not, individually or in the aggregate, have a Material Adverse Effect. A “Debt
Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would
give the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right
to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company of any of its subsidiaries.
(m) No
Consents Required. Except for the registration of the Stock under the Securities Act and applicable state securities laws, and such
consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry Regulatory
Authority (“FINRA”) and the Nasdaq Global Market in connection with the purchase and distribution of the Stock
by the Underwriters and the listing of the Stock on the Nasdaq Global Market, no consent, approval, authorization or order of, or filing,
qualification or registration (each an “Authorization”) with, any court, governmental or regulatory agency or
body, foreign or domestic, which has not been made, obtained or taken and is not in full force and effect, is required for the execution,
delivery and performance of this Agreement by the Company, the issuance and sale of the Stock or the consummation of the transactions
contemplated hereby; and no event has occurred that allows or results in, or after notice or lapse of time or both would allow or result
in, revocation, suspension, termination or invalidation of any such Authorization or any other impairment of the rights of the holder
or maker of any such Authorization.
(n) Independent
Auditors. Xxxxx Xxxxxxxx LLP (“Xxxxx Xxxxxxxx”), who have certified certain financial statements of the
Company and its subsidiaries included in the Registration Statement, the General Disclosure Package and the Prospectus, is an independent
registered public accounting firm with respect to the Company and its subsidiaries within the meaning of Article 2-01 of Regulation
S-X and the Public Company Accounting Oversight Board (United States) (the “PCAOB”), included in the Registration
Statement, the General Disclosure Package and the Prospectus, is an independent registered public accounting firm with respect to the
Company and its subsidiaries within the meaning of Article 2-01 of Regulation S-X and the PCAOB.
(o) Financial
Statements. The financial statements, together with the related notes, included in the General Disclosure Package, the Prospectus
and in the Registration Statement fairly present the financial position and the results of operations and changes in financial position
of the Company and its consolidated subsidiaries and other consolidated entities at the respective dates or for the respective periods
therein specified. Such statements and related notes have been prepared in accordance with the generally accepted accounting principles
in the United States (“GAAP”) applied on a consistent basis throughout the periods involved except as may be
set forth in the related notes included in the General Disclosure Package. The financial statements, together with the related notes,
included in the General Disclosure Package and the Prospectus comply in all material respects with Regulation S-X. No other financial
statements or supporting schedules or exhibits are required by Regulation S-X to be described, included in the Registration Statement,
the General Disclosure Package or the Prospectus. The pro forma financial statements and pro forma as adjusted financial information and
the related notes included in the Registration Statement, the General Disclosure Package and the Prospectus have been properly compiled
and prepared in accordance with the applicable requirements of Rule 11-02 of Regulation S-X and present fairly the information shown
therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect
to the transactions and circumstances referred to therein. The summary and selected financial data included in the General Disclosure
Package, the Prospectus and the Registration Statement fairly present the information shown therein as at the respective dates and for
the respective periods specified and are derived from the consolidated financial statements set forth in the Registration Statement, the
General Disclosure Package and the Prospectus and other financial information. All information contained in the Registration Statement,
the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as defined in Regulation G) complies
with Regulation G and Item 10 of Regulations S-K, to the extent applicable.
(p) eXtensible
Business Reporting Language. The interactive data in eXtensible Business Reporting Language included in the Registration Statement
fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and
guidelines applicable thereto.
(q) No
Material Adverse Change. Neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financial
statements included in the General Disclosure Package, (i) any material loss or interference with its business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor dispute or action, order or decree of any court or governmental
or regulatory authority, otherwise than as set forth or contemplated in the General Disclosure Package; (ii) any change in the capital
stock (other than the issuance of shares of Common Stock upon exercise of stock options and warrants described as outstanding in, and
the grant of options and awards under existing equity incentive plans described in, the Registration statement, the General Disclosure
Package and the Prospectus) or long-term debt of the Company or any of its subsidiaries, or any dividend or distribution of any kind declared,
set aside for payment, paid or made by the Company on any class of capital stock, or any material adverse changes, or any development
involving a prospective material adverse change, in or affecting the business, properties, assets, general affairs, management, financial
position, prospects, stockholders’ equity or results of operations of the Company and its subsidiaries taken as a whole, otherwise
than as set forth or contemplated in the General Disclosure Package.
(r) Legal
Proceedings. Except as set forth in the General Disclosure Package, there is no legal or governmental proceeding pending to which
the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is the
subject that is required to be described in the Registration Statement, the General Disclosure Package or the Prospectus and is not described
therein, or which, singularly or in the aggregate, if determined adversely to the Company or any of its subsidiaries, could reasonably
be expected to have a Material Adverse Effect; and no such proceedings are threatened or, to the Company’s knowledge after reasonable
investigation and due diligence inquiry (“Knowledge”), contemplated by governmental or regulatory authorities
or threatened by others.
(s) No
Violation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its charter or by-laws (or analogous
governing instrument, as applicable), (ii) in default in any respect, and no event has occurred which, with notice or lapse of time
or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it is bound or to which
any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance, governmental rule, regulation
or court order, decree or judgment to which it or its property or assets may be subject except, in the case of clauses (ii) and (iii) above,
for any such violation or default that would not, singularly or in the aggregate, have a Material Adverse Effect.
(t) Licenses
or Permits. The Company and each of its subsidiaries possess all licenses, certificates, authorizations and permits issued by, and
have made all declarations and filings with, the appropriate local, state, federal or foreign governmental or regulatory agencies or bodies
that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described
in the General Disclosure Package and the Prospectus, including without limitation, such permits, licenses, approvals, consents and other
authorizations required by the DOT, the FAA, EASA and the ITAR (collectively, the “Governmental Permits”) except
where any failures to possess or make the same would not, singularly or in the aggregate, have a Material Adverse Effect. The Company
and its subsidiaries are in compliance with all such Governmental Permits; all such Governmental Permits are valid and in full force and
effect, except where the validity or failure to be in full force and effect would not, singularly or in the aggregate, have a Material
Adverse Effect. Neither the Company nor any subsidiary has received notification of any revocation, modification, suspension, termination
or invalidation (or proceedings related thereto) of any such Governmental Permit and the Company has no reason to believe that any such
Governmental Permit will not be renewed.
(u) Air
Carrier and Citizenship Status. The Company is not an “air carrier” and is a “citizen of the United States”
in each case as defined in Section 40102(a) of Title 49 of the United States Code, as amended, and therefore is not required
to hold an “air carrier operating certificate issued by the Secretary of Transportation” within the meaning of 11 U.S.C. §
1110.
(v) Regulatory
Environment. The statements in the Registration Statement, the General Disclosure Package and the Prospectus under the headings “Risk
Factors—Risks Related to AerSale’s Business and Industry—The coronavirus pandemic has had a material adverse impact
on our business, operating results, financial condition, and liquidity, and the duration and extent of the pandemic could prolong or increase
the adverse impact,” “—We are subject to significant government regulation and may need to incur significant expenses
to comply with new or more stringent government regulation,” “—We are subject to unique business risks as a result of
supplying equipment and services to the U.S. government directly and as a subcontractor, which could lead to a reduction in our net sales
from, or the profitability of our supply arrangements with, the U.S. government,” “—We must comply with extensive environmental
requirements, and any exposure to environmental liabilities may adversely affect us,” “—We are subject to certain limitations
on employee compensation pursuant to the CARES Act,” “Business—Government Regulation,” and “—Environmental
Matters” fairly summarize the matters therein described.
(w) Intellectual
Property. To the Company’s knowledge, the Company and its subsidiaries own or possess the valid right to use all (i) valid
and enforceable patents, patent applications, trademarks, trademark registrations, service marks, service mark registrations, Internet
domain name registrations, copyrights, copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”)
and (ii) inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet
domain names and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidential
information, systems, or procedures) (collectively, “Intellectual Property Assets”) necessary to conduct their
respective businesses as currently conducted, and as proposed to be conducted and described in the General Disclosure Package and the
Prospectus. The Company and its subsidiaries have not received any opinion from their legal counsel concluding that any activities of
their respective businesses infringe, misappropriate, or otherwise violate, valid and enforceable Intellectual Property Rights of any
other person, and have not received written notice of any challenge, which is to their Knowledge still pending, by any other person to
the rights of the Company and its subsidiaries with respect to any Intellectual Property Rights or Intellectual Property Assets owned
or used by the Company or its subsidiaries. To the Company’s Knowledge, the Company and its subsidiaries’ respective businesses
as now conducted do not give rise to any infringement of, any misappropriation of, or other violation of, any valid and enforceable Intellectual
Property Rights of any other person. To the Company’s knowledge, all licenses for the use of the Intellectual Property Rights described
in the General Disclosure Package and the Prospectus are valid, binding upon, and enforceable by or against the parties thereto in accordance
to its terms. The Company has complied in all material respects with, and is not in breach nor has received any asserted or threatened
claim of breach of, any Intellectual Property license, and the Company has no knowledge of any breach or anticipated breach by any other
person to any Intellectual Property license. Except as described in the General Disclosure Package, no claim has been made against the
Company alleging the infringement by the Company of any patent, trademark, service mark, trade name, copyright, trade secret, license
in or other intellectual property right or franchise right of any person. The Company has taken all reasonable steps to protect, maintain
and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The
consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional
amounts with respect to, nor require the consent of any other person in respect of, the Company’s right to own, use, or hold for
use any of the Intellectual Property Rights as owned, used or held for use in the conduct of the business as currently conducted. With
respect to the use of the software in the Company’s business as it is currently conducted, the Company has not experienced any material
defects in such software including any material error or omission in the processing of any transactions other than defects which have
been corrected, and to the Company’s Knowledge, no such software contains any device or feature designed to disrupt, disable, or
otherwise impair the functioning of any software or is subject to the terms of any “open source” or other similar license
that provides for the source code of the software to be publicly distributed or dedicated to the public.
(x) Privacy
Laws. The Company and its subsidiaries are and have been, in material compliance with all applicable data privacy and security laws
and regulations, and the Company and its subsidiaries have taken all necessary actions to comply with the European Union General Data
Protection Regulation (“GDPR”) (EU 2016/679) (collectively, “Privacy Laws”). To ensure
compliance with the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take commercially reasonable steps
reasonably designed to ensure compliance in all material respects with their policies and procedures relating to data privacy and security
and the collection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”). To the
extent required under the Privacy Laws, the Company provides accurate notice of its Policies to its customers, employees, third party
vendors and representatives. The Policies provide accurate and sufficient notice of the Company’s then-current privacy practices
relating to its subject matter and such Policies do not contain any material omissions of the Company’s then-current privacy practices.
“Personal Data” means (i) a natural persons’ name, street address, telephone number, email address,
photograph, social security number, bank information, or customer or account number; (ii) any information which would qualify as
“personally identifying information” under the Federal Trade Commission Act, as amended; (iii) “personal data”
as defined by GDPR; and (iv) any other piece of information that allows the identification of such natural person, or his or her
family, or permits the collection or analysis of any data related to an identified person’s health or sexual orientation. To the
Company’s knowledge, none of such disclosures made or contained in any of the Policies have been inaccurate, misleading, deceptive
or in violation of any Privacy Laws or Policies in any material respect. The execution, delivery and performance of this Agreement or
any other agreement referred to in this Agreement will not result in a breach of any Privacy Laws or Policies. Neither the Company nor
any of its subsidiaries, (i) has received written notice of any actual or potential liability under or relating to, or actual or
potential violation of, any of the Privacy Laws, and has no knowledge of any event or condition that would reasonably be expected to result
in any such notice; (ii) is currently conducting or paying for, in whole or in part, any material investigation, remediation or other
corrective action pursuant to any Privacy Law; or (iii) is a party to any order, decree, or agreement that imposed any obligation
or liability by a governmental or regulatory authority under any Privacy Law.
(y) IT
Systems. (i)(x)To the Company’s knowledge, there has been no security breach or attack or other compromise of or relating to
any of the Company’s and its subsidiaries’ information technology and computer systems, networks, hardware, software, data
(including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of
them), equipment or technology (“IT Systems and Data”), and (y) the Company and its subsidiaries have not
been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in any security breach,
attack or compromise to their IT Systems and Data, (ii) the Company and its subsidiaries have materially complied, and are presently
in material compliance with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator
or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations relating
to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation
or modification and (iii) the Company and its subsidiaries have implemented backup and disaster recovery technology consistent with
industry standards and practice.
(z) Title
to Real and Personal Property. The Company and each of its subsidiaries have good and marketable title in and (in the case of real
property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material
to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security
interests, claims and defects that (i) do not, singularly or in the aggregate, materially affect the value of such property and do
not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries or (ii) could
not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.
(aa) No
Labor Dispute. There is (A) no significant unfair labor practice complaint pending against the Company, or any of its subsidiaries,
nor to the Company’s Knowledge, threatened against it or any of its subsidiaries, before the National Labor Relations Board, any
state or local labor relation board or any foreign labor relations board, and no significant grievance or significant arbitration proceeding
arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries, or, to the Company’s
Knowledge, threatened against it and (B) no labor disturbance by or dispute with, employees of the Company or any of its subsidiaries
exists or, to the Company’s Knowledge, is contemplated or threatened, and the Company is not aware of any existing or imminent labor
disturbance by the employees of any of its or its subsidiaries’ principal suppliers, manufacturers, customers or contractors, that
could reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect. The Company is not aware that any key
employee or significant group of employees of the Company or any subsidiary plans to terminate employment with the Company or any such
subsidiary.
(bb) Compliance
with ERISA. No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act
of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), or Section 4975
of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) or “accumulated funding
deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b) of ERISA (other
than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has been waived) has occurred
or could reasonably be expected to occur with respect to any employee benefit plan of the Company or any of its subsidiaries which could,
singularly or in the aggregate, have a Material Adverse Effect. Each employee benefit plan of the Company or any of its subsidiaries is
in compliance in all material respects with applicable law, including ERISA and the Code. The Company and its subsidiaries have not incurred
and could not reasonably be expected to incur liability under Title IV of ERISA with respect to the termination of, or withdrawal from,
any pension plan (as defined in ERISA). Each pension plan for which the Company or any of its subsidiaries would have any liability that
is intended to be qualified under Section 401(a) of the Code is so qualified, and to the Company’s knowledge nothing has
occurred, whether by action or by failure to act, which could, singularly or in the aggregate, cause the loss of such qualification.
(cc) Environmental
Laws and Hazardous Materials. The Company and its subsidiaries are in compliance in all material respects with all foreign, federal,
state and local rules, laws and regulations relating to the use, treatment, storage and disposal of hazardous or toxic substances or waste
and protection of health and safety or the environment which are applicable to their businesses (“Environmental Laws”).
There has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind
of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its subsidiaries (or, to the Company’s
Knowledge, any other entity for whose acts or omissions the Company or any of its subsidiaries is or may otherwise be liable) upon any
of the property now or previously owned or leased by the Company or any of its subsidiaries, or upon any other property, in violation
of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance,
rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability that could reasonably,
singly or in the aggregate, be expected to have a Material Adverse Effect; and there has been no disposal, discharge, emission or other
release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous
substances with respect to which the Company or any of its subsidiaries has knowledge.
(dd) Taxes.
The Company and its subsidiaries each (i) have timely filed all necessary federal, state, local and foreign tax returns required
to be filed, and all such returns were true, complete and correct in all material respects, (ii) have paid all federal, state, local
and foreign taxes, for which it is liable, including, without limitation, all sales and use taxes and all taxes which the Company or any
of its subsidiaries is obligated to withhold from amounts owing to employees, creditors and third parties, and (iii) do not have
any tax deficiency or claims outstanding or assessed or, to its Knowledge, proposed against any of them, except those, in each of the
cases described in clauses (i), (ii) and (iii) above, that would not, singularly or in the aggregate, have a Material Adverse
Effect.
(ee) Insurance.
The Company and each of its subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as the Company believes
is adequate for the conduct of their respective businesses and the value of their respective properties. Neither the Company nor any of
its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have
a Material Adverse Effect. Neither the Company nor any of its subsidiaries has received written notice from any insurer, agent of such
insurer or the broker of the Company or any of its subsidiaries that any material capital improvements or any other material expenditures
(other than premium payments) are required or necessary to be made in order to continue such insurance.
(ff) Accounting
Controls. The Company and each of its subsidiaries maintains a system of “internal control over financial reporting” (as
such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange Act (the “Exchange
Act Rules”)) that is designed to comply with the requirements of the Exchange Act and has been designed by their respective
principal executive and principal financial officers, or under their supervision, to provide reasonable assurances that (i) transactions
are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to
assets is permitted only in accordance with management’s general or specific authorization; (iv) the recorded accountability
for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences and
(v) interactive data in eXtensible Business Reporting Language included in the Registration Statement fairly presents the Commission’s
rules and guidelines applicable thereto. The Company’s internal control over financial reporting is effective. Except as described
in the General Disclosure Package, since the end of the Company’s most recent audited fiscal year, there has been (A) no material
weakness in the Company’s internal control over financial reporting (whether or not remediated) and (B) no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
(gg) Disclosure
Controls. The Company and its subsidiaries maintain disclosure controls and procedures (as such is defined in Rule 13a-15(e) of
the Exchange Act Rules) designed to comply with the requirements of the Exchange Act; such disclosure controls and procedures have been
designed to ensure that information required to be disclosed by the Company and its subsidiaries in reports that they file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and
forms, including controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s
management to allow timely decisions regarding disclosures. The Company and its subsidiaries have conducted evaluations of the effectiveness
of their disclosure controls as required by Rule 13a-15 of the Exchange Act.
(hh) Minute
Books. The minute books of the Company and each of its subsidiaries have been made available to the Underwriters and counsel for the
Underwriters, and such books (i) contain a complete summary of all meetings and actions of the board of directors (including each
board committee) and stockholders of the Company (or analogous governing bodies and interest holders, as applicable), and each of its
subsidiaries since the time of its respective incorporation or organization through the date of the latest meeting and action, and (ii) accurately
in all material respects reflect all transactions referred to in such minutes.
(ii) No
Undisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries on
the one hand, and the directors, officers, stockholders (or analogous interest holders), customers or suppliers of the Company or any
of its affiliates on the other hand, which is required to be described in the General Disclosure Package and the Prospectus and which
is not so described.
(jj) No
Registration Rights. No person or entity has the right to require registration of shares of Common Stock or other securities of the
Company or any of its subsidiaries because of the filing or effectiveness of the Registration Statement or otherwise, except for persons
and entities who have expressly waived such right in writing or who have been given timely and proper written notice and have failed to
exercise such right within the time or times required under the terms and conditions of such right. Except as described in the General
Disclosure Package, there are no persons with registration rights or similar rights to have any securities registered by the Company or
any of its subsidiaries under the Securities Act.
(kk) Margin
Rules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Stock as described in the
General Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reserve system
or any other regulation of such Board of Governors.
(ll) No
Broker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with any
person (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Underwriters
for a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Stock or any transaction
contemplated by this Agreement, the Registration Statement, the General Disclosure Package or the Prospectus.
(mm) No
Restrictions on Subsidiaries. Except as described in the General Disclosure Package and the Prospectus, no subsidiary of the Company
is currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from paying
any dividends to the Company, from making any other distribution on such subsidiary’s capital stock, from repaying to the Company
any loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets to
the Company or any other subsidiary of the Company.
(nn) PFIC.
The Company is not a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1296 of
the United States Internal Revenue Code of 1966, and the Company is not likely to become a PFIC.
(oo) Forward-Looking
Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act) contained in either the General Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis
or has been disclosed other than in good faith.
(pp) Listing.
The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) of
the Exchange Act. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act and is listed on
the Nasdaq Global Market (the “Exchange”), and the Company has taken no action designed to, or reasonably likely
to have the effect of, terminating the registration of the Common Stock under the Exchange Act or delisting the Common Stock from the
Exchange, nor has the Company received any notification that the Commission or the FINRA is contemplating terminating such registration
or listing.
(xx) Xxxxxxxx-Xxxxx
Xxx. Except as disclosed in Item 9A of the Company’s annual report on Form 10-K for the year ended December 31, 2020
with respect to the exclusion of management’s report on internal control over financial reporting pursuant to Section 215.02
of the Commission’s Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations, there
is and has been no failure on the part of the company or, to the Company’s Knowledge, any of the Company’s officers or directors,
in their capacities as such, to comply with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated
in connection therewith (the “Xxxxxxxx-Xxxxx Act”), including Section 402 related to loans and Sections
302 and 906 related to certifications.
(rr) No
Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the Company’s Knowledge, any directory, officer,
employee, agent, affiliate or other person acting on behalf of the Company or any subsidiary, has (i) used any corporate funds for
unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any direct or indirect
unlawful payment to foreign or domestic government officials or employees, political parties or campaigns, political party officials,
or candidates for political office from corporate funds, (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977, as amended, or any applicable anti-corruption laws, rules, or regulation of any other jurisdiction in which the
Company or any subsidiary conducts business, or (iv) made any other unlawful bribe, rebate, payoff, influence payment, kickback,
or other unlawful payment to any person.
(ss) Statistical
and Market Data. The statistical and market related data included in the Registration Statement, the General Disclosure Package and
the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate, and such data agree with the
sources from which they are derived.
(tt) Compliance
with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in compliance
with all applicable financial recordkeeping and reporting requirements, including those of the U.S. Bank Secrecy Act, as amended by Title
III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA
PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced
by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding
by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with
respect to the Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(uu) Compliance
with OFAC.
(i) Neither
the Company nor any of its subsidiaries, nor any director, officer or employee thereof, nor, to the Company’s knowledge, any agent,
affiliate, representative or other person acting on behalf of the Company or any of its subsidiaries, is an individual or entity (“Person”)
that is, or is owned or controlled by a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department
of Treasury’s Office of Foreign Assets Control (“OFAC”), the United Nations Security Council (“UNSC”),
the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant
sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or
territory that is the subject of a U.S. government embargo (including, without limitation, Cuba, Iran, North Korea, Syria and the
Crimea).
(ii) For
the past five (5) years, the Company and its subsidiaries have not knowingly engaged in, are not now knowingly engaged in, and will
not engage in, any direct or indirect dealings or transactions with any Person that at the time of the dealing or transaction is or was
the subject of Sanctions or any country or territory that, at the time of the dealing or transaction is or was the subject of a U.S. government
embargo.
(vv) No
Associated Persons; FINRA Matters. Neither the Company nor to the Company’s knowledge, any of its affiliates (within the meaning
of FINRA Rule 5121(f)(1)) directly or indirectly controls, is controlled by, or is under common control with, or is an associated
person (within the meaning of Article I, Section 1(ee) of the By-laws of FINRA) of, any member firm of FINRA.
(ww) Certification
Regarding Beneficial Owners. The Company has delivered to the Representatives a properly completed and executed Certification Regarding
Beneficial Owners of Legal Entity Customers, and, if required, copies of identifying documentation.
(xx) No
Acquisitions or Dispositions. Except as are described in the Registration Statement, the General Disclosure Package and the Prospectus,
there are no contracts, letters of intent, term sheets, agreement, arrangements or understandings with respect to the direct or indirect
acquisition or disposition by the Company of material interests in real or personal property.
(yy) Defense
Contract Audit Agency. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, to the
knowledge of the Company, there is no outstanding allegation of improper or illegal activities arising from any government audit or non-audit
review, including without limitation, by the Defense Contract Audit Agency, of the Company or any of its subsidiaries or work performed
by the Company or any of its subsidiaries that would have a Material Adverse Effect. Except as disclosed in the Registration Statement,
the General Disclosure Package and the Prospectus, there are no civil or criminal penalties or administrative sanctions that have been
imposed upon the Company or any of its subsidiaries, or to the knowledge of the Company, are pending or threatened, arising from a government
audit or non-audit review of the Company or any of its subsidiaries or work performed by the Company or any of its subsidiaries, including,
but not limited to, termination of contracts, forfeiture of profits, suspension of payments, fines, or suspension or debarment from doing
business with any of the United States Government or any agency thereof that would have a Material Adverse Effect.
(zz) Federal
Acquisition Regulation. With respect to each Government Contract to which the Company or any of its subsidiaries is currently a party
or has received final payment within three years prior to the date hereof and to each Government Bid and except as disclosed in the Pricing
Prospectus: (i) the Company and each of its subsidiaries has complied and is in compliance in all material respects with all material
terms and conditions of each Government Contract and Government Bid, including all incorporated clauses, provisions, certifications, representations,
requirements, schedules, attachments, regulations and applicable laws, including without limitation the Truth in Negotiations Act, the
Federal Acquisition Regulation (“FAR”), and the Cost Accounting Standards, as applicable; (ii) the Company
and each of its subsidiaries has complied in all material respects with all material requirements of statute, rule, regulation, order
or agreements with the U.S. Government pertaining to, and as applicable, such Government Contract or Government Bid; and (iii) neither
the U.S. Government, nor any prime contractor, subcontractor or other person has notified the Company or any of its subsidiaries, in writing,
that the Company or any of its subsidiaries has breached or violated any statute, rule, regulation, certification, representation, clause,
provision or requirement, except as would not, individually or in the aggregate, have a Material Adverse Effect; and (iv) to the
knowledge of the Company, no reasonable basis exists to give rise to a material claim by a Governmental Authority for fraud (as such concept
is defined under the state or federal laws of the United States) in connection with any such Government Contract; for the purposes of
this Agreement, “Governmental Authority” means any federal, state, local or foreign court or tribunal, governmental,
judicial, arbitral, legislative, executive or regulatory body (or subdivision thereof), administrative agency, self-regulatory authority,
instrumentality, agency commission or other governmental authority or body; “Government Bid” means any offer
made by the Company or any of its affiliates (including its subsidiaries), which, if accepted, would result in a Government Contract;
“Government Contract” means any contract, including any arrangement, joint venture, basic ordering agreement,
pricing agreement, letter agreement or other similar arrangement of any kind, between the Company or any of its subsidiaries on the one
hand, and (A) the United States Government, (B) any prime contractor to the United States Government in its capacity as a prime
contractor, or (C) any subcontractor with respect to any contract described in clause (A) or clause (B) above, on the other
hand. A task, purchase or delivery order under a Government Contract shall not constitute a separate Government Contract, for purposes
of this definition, but shall be part of the Government Contract to which it relates.
(aaa) Termination
for Cause. The Company and its subsidiaries have not received any written notice of termination for cause, “show cause”
or cure notice (that has resulted in a termination for cause) pertaining to any Government Contract.
(bbb) Trade
Controls. To the knowledge of the Company, there is no charge, proceeding or investigation by any Governmental Authority with respect
to a material violation by the Company of any applicable United States national customs or export control laws and regulations, including
the Export Administration Regulations, the Arms Export Control Act, and the International Traffic in Arms Regulations (“Trade
Controls”). The Company has not, in the past five (5) years, made any mandatory or voluntary disclosure with respect
to a possible violation of Trade Controls to any Governmental Authority.
(ccc) No
Consent Order. Within the past three years, the Company has not entered into any consent order or administrative agreement relating
directly or indirectly to any Government Contract or Government Bid that has had or would reasonably be expected to result in a Material
Adverse Effect.
(ddd) No
Conflict of Interest. The Company has a written code of business ethics and conduct, a business ethics awareness and compliance program,
and an internal control system that are in material compliance with all requirements of the Government Contracts of the Company and of
applicable laws (including without limitation FAR 52.203-13, where applicable). Within the past three years, the Company has not performed
any activities under any Government Contract nor has it had any other relationship with any other person or entity that at the time constituted
an “Organizational Conflict of Interest” (as defined by FAR 9.501) or a violation of the Procurement Integrity Act (41 U.S.C.
§§ 2101-2107).
(eee) No
Disbarment or Suspension. None of the Company nor, to the knowledge of the Company, any of its officers, employees, agents, nor any
“Principal” (as defined in FAR 52.209-5) of the Company has been debarred, or suspended from participation in the award of
contracts with any Authority, or been the subject of a debarment, suspension or exclusion from participation in programs funded by any
Authority, nor are any of them listed on the Excluded Party Listing, nor to the knowledge of the Company has any such debarment, suspension
or exclusion proceeding or proposed Excluded Party Listing been initiated in the past three years. The Company is not, nor has it ever
been, suspended or debarred from doing business with an Authority or, to the knowledge of the Company, proposed for suspension or debarment
by an Authority and has not been the subject of a finding of non-responsibility or ineligibility for contracting with an Authority.
(fff) Company
Aircraft and Equipment. The Company and its subsidiaries own, lease or manage, directly or indirectly, the aircraft and aircraft equipment
described in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Company Aircraft
Portfolio”); except as permitted under aircraft and equipment leases entered into in the ordinary course of business to
which the Company or any of its subsidiaries is a party, (x) with respect to owned and leased aircraft or aircraft equipment, the
Company and its subsidiaries have, directly or indirectly, good and marketable title to or economic rights equivalent to holding good
and marketable title or to hold valid and enforceable leases in respect of, the Company Aircraft Portfolio, other than aircraft and aircraft
equipment held in trust or through special purpose companies (including those owned through orphan structures) and (y) with respect
to any managed aircraft, to the Company’s knowledge, the management contracts of the Company and its subsidiaries with the entities
that own (or have the right to the economic benefits of ownership of) the Company Aircraft Portfolio are in full force and effect.
(ggg) Aircraft
Lease Documents. All of the aircraft lease agreements, lease addenda, side letters, assignments of warranties, option agreements or
similar agreements material to the business of the Company and its subsidiaries, taken as a whole (collectively, the “Aircraft
Lease Documents”), are in full force and effect, except as would not reasonably be expected to have a material adverse effect
on the Company and its subsidiaries, taken as a whole, or as permitted under aircraft leases entered into in the ordinary course of business
to which the Company or any of its subsidiaries is a party; and to the Company’s knowledge, no event of default (as defined in the
applicable Aircraft Lease Documents) has occurred and is continuing under any Aircraft Lease Document.
(hhh) Aircraft
Purchase Documents. The Company and its subsidiaries have entered into aircraft and aircraft equipment purchase agreements (the “Aircraft
Purchase Documents”) and letters of intent for the purchase of aircraft and aircraft equipment as described in the Registration
Statement, General Disclosure Package and Prospectus. Except as described in the Registration Statement, General Disclosure Package and
Prospectus, the Aircraft Purchase Documents are in full force and effect and, to the Company’s knowledge, no event of default (as
defined in the applicable Aircraft Purchase Document) has occurred and is continuing under any Aircraft Purchase Document.
(iii) Aviation
Laws. The Company and its subsidiaries are in material compliance with all applicable laws, regulations or other requirements of the
United States Federal Aviation Administration, the European Aviation Safety Agency and similar aviation regulatory bodies (collectively,
“Aviation Laws”), and neither the Company nor any of its subsidiaries has received any written or, to the Company’s
knowledge, other notice of a failure to comply with applicable Aviation Laws.
(jjj) No
Cessation by Supplier. No supplier of merchandise or equipment to the Company or any of its subsidiaries has ceased shipments to the
Company or any such subsidiary of merchandise or equipment of such a nature, or in such magnitude, as would reasonably be expected to
result in a Material Adverse Effect.
(kkk) Documents
Incorporated by Reference. The documents incorporated by reference in the Prospectus (including amendments thereto), when they were
filed with the Commission, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable,
and the Rules and Regulations thereunder and none of such documents contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Prospectus (including
amendments thereto), when such documents are filed with Commission will conform in all material respects to the requirements of the Securities
Act or the Exchange Act, as applicable, and the Rules and Regulations thereunder and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
Any certificate signed by or on behalf of the
Company and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty by
the Company to each Underwriter as to the matters covered thereby.
(ii) Representations
and Warranties and Agreements of the Selling stockholders. Each Selling stockholder severally and not jointly represents and warrants
to the several Underwriters, as of the date hereof and as of each Closing Date, and agrees with the several Underwriters, that:
(a) Valid
Title. Each Selling stockholder has, and immediately prior to each Closing Date (as defined in Section 3 hereof) such Selling
stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501
of the New York Uniform Commercial Code (the “UCC”) in respect of, the shares of Stock to be sold by such Selling
stockholder hereunder on such date, free and clear of all liens, security interests, encumbrances, equities or claims of any kind, other
than pursuant to this Agreement; upon payment for the shares of Stock to be sold by such Selling stockholder pursuant to this Agreement,
delivery of such shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee
as may be designated by the Depository Trust Company (“DTC”) (unless delivery of such shares is unnecessary
because such shares are already in possession of Cede or such nominee), registration of such shares in the name of Cede or such other
nominee (unless registration of such shares is unnecessary because such shares are already registered in the name of Cede or such nominee),
and the crediting of such shares on the books of DTC to securities accounts of the Underwriters (assuming that neither DTC nor any such
Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the New York Uniform Commercial
Code (the “UCC”) to such shares), (A) DTC shall be a “protected purchaser” of such shares within
the meaning of Section 8-303 of the UCC and will acquire its interest in the shares (including without limitation, all rights that
such Selling stockholder had or has the power to transfer in such shares) free and clear of any “adverse claim” within in
the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security
entitlement in respect of such shares and (C) no action based on any “adverse claim” within the meaning of Section 8-102
of the UCC to such shares may be asserted against the Underwriters with respect to such security entitlement; for purposes of this representation,
such Selling stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such shares will have
been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance
with the Company’s charter, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation” within
the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records
of DTC will have been made pursuant to the UCC.
(b) Underwriting
Agreement. This Agreement has been duly authorized, executed and delivered by or on behalf of such Selling stockholder.
(c) Due
Authorization; No Conflict; No Consent. Such Selling stockholder has full right, power and authority to enter into this Agreement;
the execution, delivery and performance of this Agreement by such Selling stockholder, the consummation by such Selling stockholder of
the transactions contemplated hereby and thereby and the compliance by such Selling stockholder with its obligations hereunder and thereunder
have been duly authorized and do not and will not (with or without notice or lapse of time or both) conflict with or result in a breach
or violation of any of the terms or provisions of, constitute a default under, or give rise to the creation or imposition of any lien,
encumbrance, security interest, claim or charge upon the Stock to be sold by such Selling stockholder hereunder or any other property
or assets of such Selling stockholder pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument
to which such Selling stockholder is a party or by which the Selling stockholder is bound or to which any of the property or assets of
the Selling stockholder is subject, nor will such actions result in any violation of the provisions of the charter or by-laws (or analogous
governing instruments, as applicable), the articles of partnership or the deed of trust of the Selling stockholder or any law, statute,
rule, regulation, judgment, order or decree of any court or governmental agency or body, domestic or foreign, having jurisdiction over
such Selling stockholder or any property or assets of the Selling stockholder; and, except for the registration of the Stock under the
Securities Act and such consents, approvals, authorizations, registrations or qualifications as may be required under applicable state
securities laws in connection with the purchase and distribution of the Stock by the Underwriters, no consent, approval, authorization
or order of, or filing or registration with, any such court or governmental or non-governmental agency or body is required for the execution,
delivery and performance of this Agreement by such Selling stockholder, and the consummation by such Selling stockholder of the transactions
contemplated hereby and thereby.
(d) Obligations
Irrevocable. The obligations of each Selling stockholder hereunder shall not be terminated by operation of law (whether by death or
incapacity of any individual Selling stockholder or, in the case of an estate or trust Selling stockholder, by the death or incapacity
of any executor or trustee thereof or the termination of such trust or estate, or in the case of a partnership or corporation Selling
stockholder, by the dissolution or liquidation of such partnership or corporation, or by the occurrence of any other event); and if any
individual Selling stockholder or trustee or executor of any estate or trust Selling stockholder should die or become incapacitated, if
any estate or trust Selling stockholder should be terminated, if any partnership or corporation Selling stockholder should be dissolved
or liquidated or if any other event should occur before the delivery of the Stock to the Underwriters hereunder, the Stock to be sold
by such Selling stockholder shall be delivered on behalf of such Selling stockholder in accordance with the terms and conditions of this
Agreement as if such death, incapacity, termination, dissolution, liquidation or other event had not occurred.
(e) No
Material Misstatements. At the respective times the Registration Statement and any amendments thereto became or become effective and
at each Closing Date, the Registration Statement and any amendments thereto did not and will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and
the General Disclosure Package, the Prospectus and any amendments or supplements thereto, at time the Prospectus or any amendment or supplement
thereto was issued and at the Applicable Time and at each Closing Date, did not and will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading; provided, however, that the each Selling stockholder makes no representations
or warranties as to information contained in or omitted from any Preliminary Prospectus, in reliance upon, and in conformity with, written
information furnished to the Selling stockholders through the Representatives by or on behalf of any Underwriter specifically for inclusion
therein, which information the parties hereto agree is limited to the Underwriter’s Information.
(f) No
Stabilization. Such Selling stockholder has not taken, directly or indirectly, any action designed or intended to stabilize or manipulate
the price of any security of the Company, or which caused or resulted in, or which might reasonably be expected to cause or result in,
the stabilization or manipulation of the price of any security of the Company.
(g) Associated
Persons. Neither the Selling stockholders nor any of its affiliates (within the meaning of FINRA Rule 5121(f)(1)) directly or
indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article I,
Section 1(ee) of the By-laws of FINRA) of, any member firm of FINRA, other than as described on the FINRA Questionnaire previously
completed and executed by such Selling stockholder, a copy of which has been provided to the Underwriters.
Any certificate signed by or on behalf of a Selling
stockholder and delivered to the Representatives or to counsel for the Underwriters shall be deemed to be a representation and warranty
by such Selling stockholder to each Underwriter as to the matters covered thereby.
3. Purchase,
Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, each Selling stockholder agrees severally and not jointly to sell to the Underwriters,
and the Underwriters agree, severally and not jointly, to purchase from each Selling stockholder the respective numbers of shares of Firm
Stock set forth opposite the names of the Underwriters in Schedule A hereto.
The purchase price per share
to be paid by the Underwriters to the Selling stockholders for the Stock will be $14.8025 per share (the “Purchase Price”).
The Selling stockholders will
deliver the Firm Stock to the Representatives for the respective accounts of the several Underwriters, through the facilities of DTC,
in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Selling
stockholders given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding such Closing Date
against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified
by the Selling stockholders for the Firm Stock sold by them all at the offices of DLA Piper LLP (US). Time shall be of the essence, and
delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder.
The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on November 18, 2022, in accordance with Rule 15c6-1
of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date”.
The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Selling
stockholders and the Representatives.
In the event the Representatives
elect to have the Underwriters take delivery of definitive certificates instead of delivery of the Firm Stock through the facilities of
DTC, the Selling stockholders shall make certificates (if available) for the Firm Stock available to the Representatives for examination
on behalf of the Underwriters in New York, New York at least one (1) full business day prior to the Closing Date.
For the purpose of covering
any over-allotments in connection with the distribution and sale of the Firm Stock as contemplated by the Prospectus, the Underwriters
may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price.
The Selling stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of shares of Optional Stock
obtained by multiplying the number of shares of Optional Stock specified in such notice by a fraction the numerator of which is for the
account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name
on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by the Representatives to eliminate fractions).
The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided
however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No
Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right
to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by Representatives to
the Selling stockholders.
The option granted hereby
shall be exercised by written notice being given to the Selling stockholders by Representatives setting forth the number of shares of
the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Optional Stock. Each
date and time for delivery of and payment for the Optional Stock (which may be the Closing Date, but not earlier) is herein called the
“Option Closing Date” and shall in no event be earlier than two (2) business days nor later than five (5) business
days after written notice is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.”
The Selling stockholders will
deliver the Optional Stock to the Representatives for the respective accounts of the several Underwriters through the facilities of DTC
or, at the election of the Representatives, in the form of definitive certificates (if available), issued in such names and in such denominations
as the Representatives may direct by notice in writing to the Selling stockholders given at or prior to 12:00 Noon, New York time, on
the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor
by wire transfer in federal (same day) funds to an account at a bank acceptable to the Representatives payable to the order of the Selling
stockholders for the Optional Stock sold by them, all at the offices of DLA Piper LLP (US). Time shall be of the essence, and delivery
at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder.
In the event the Representatives
elect to have the Underwriters take delivery of definitive certificates instead of delivery through the facilities of DTC, and the Selling
stockholders shall make the certificates (if available) for the Optional Stock available to the Representatives for examination on behalf
of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the
Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied
by agreement among the Selling stockholders and the Representatives.
The several Underwriters propose
to offer the Stock for sale upon the terms and conditions set forth in the Prospectus.
4. Further
Agreements Of The Company
(i) Further
Agreements Of The Company. The Company agrees with the several Underwriters:
(a) Required
Filings; Amendments or Supplements; Notice to the Representative. To prepare the Rule 462(b) Registration Statement, if
necessary, in a form approved by the Representatives and file such Rule 462(b) Registration Statement with the Commission by
10:00 P.M., New York time, on the date hereof, and the Company shall at the time of filing either pay to the Commission the filing fee
for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under
the Rules and Regulations; to prepare the Prospectus in a form approved by the Representatives containing information previously
omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430C of the Rules and Regulations and
to file such Prospectus pursuant to Rule 424(b) of the Rules and Regulations prior to the start of trading of the Company’s
Common Stock on the trading day immediately following the execution and delivery of this Agreement or, if applicable, such earlier time
as may be required by the Securities Act; to notify the Representatives immediately of the Company’s intention to file or prepare
any supplement or amendment to the Registration Statement or to the Prospectus and to make no amendment or supplement to the Registration
Statement, the General Disclosure Package or to the Prospectus to which the Representatives shall reasonably object by notice to the Company
after a reasonable period to review; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment
to the Registration Statement has been filed or becomes effective or any supplement to the General Disclosure Package or the Prospectus
or any amended Prospectus or any Written Testing-the -Waters Communication has been filed and to furnish the Underwriters with copies
thereof; to advise the Representatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order
or of any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Written Testing-the-Waters Communication,
of the suspension of the qualification of the Stock for offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement,
the General Disclosure Package or the Prospectus or for additional information including, but not limited to, any request for information
concerning any Testing-the-Waters Communication; and, in the event of the issuance of any stop order or of any order preventing or suspending
the use of any Preliminary Prospectus, or the Prospectus or suspending any such qualification, and promptly to use its best efforts to
obtain the withdrawal of such order.
(b) Emerging
Growth Company. The Company will promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any
time prior to the later of (a) the completion of the distribution of the Firm Stock within the meaning of the Securities Act and
(b) completion of the Lock-Up Period (as defined below).
If at any time following the distribution
of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters
Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary
in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company
will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication
to eliminate or correct such untrue statement or omission.
(c) Ongoing
Compliance. If at any time prior to the date when a prospectus relating to the Stock is required to be delivered (or in lieu thereof,
the notice referred to in Rule 173(a) under the Securities Act) any event occurs or condition exists as a result of which the
Prospectus as then amended or supplemented would include any untrue statement of a material fact, or omit to state any material fact necessary
to make the statements therein, in light of the circumstances under which they were made when the Prospectus is delivered (or in lieu
thereof, the notice referred to in Rule 173(a) of the Rules and Regulations), not misleading, or if it is necessary at
any time to amend or supplement the Registration Statement or the Prospectus to comply with the Securities Act, that the Company will
promptly notify the Representatives thereof and upon their request will prepare an appropriate amendment or supplement in form and substance
satisfactory to the Representatives which will correct such statement or omission or effect such compliance and will use its reasonable
best efforts to have any amendment to the Registration Statement declared effective as soon as possible. The Company will furnish without
charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request
of such amendment or supplement. In case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred
to in Rule 173(a) of the Rules and Regulations) relating to the Stock, the Company upon the request of the Representatives
will prepare promptly an amended or supplemented Prospectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of
the Securities Act and deliver to such Underwriter as many copies as such Underwriter may reasonably request of such amended or supplemented
Prospectus complying with Section 10(a)(3) of the Securities Act.
(d) Amendment
to General Disclosure Package. If the General Disclosure Package is being used to solicit offers to buy the Stock at a time when the
Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company
or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order
to make the statements therein, in the light of the circumstances then prevailing, not misleading, or to make the statements therein not
conflict with the information contained in the Registration Statement then on file and not superseded or modified, or if it is necessary
at any time to amend or supplement the General Disclosure Package to comply with any law, the Company promptly will prepare, file with
the Commission (if required) and furnish to the Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure
Package so that the General Disclosure Package as so amended or supplemented will not, in the light of the circumstances then prevailing,
be misleading or conflict with the Registration Statement then on file, or so that the General Disclosure Package will comply with law.
(e) Delivery
of Registration Statement. To the extent not available on the Commission’s Electronic Data Gathering, Analysis and Retrieval
system or any successor system (“XXXXX”), upon the request of the Representatives, to furnish promptly to the
Representatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission,
and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.
(f) Delivery
of Copies. Upon request of the Representatives, to the extent not available on XXXXX, to deliver promptly to the Representatives in
New York City such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of the
Registration Statement as originally filed with the Commission (in each case excluding exhibits), (ii) each Preliminary Prospectus,
(iii) the Prospectus (the delivery of the documents referred to in clauses (i), (ii), and (iii) of this paragraph (f) to
be made not later than 10:00 A.M., New York time, on the business day following the execution and delivery of this Agreement), (iv) conformed
copies of any amendment to the Registration Statement (excluding exhibits), and (v) any amendment or supplement to the General Disclosure
Package or the Prospectus (the delivery of the documents referred to in clauses (iv) and (v) of this paragraph (f) to be
made not later than 10:00 A.M., New York City time, on the business day following the date of such amendment or supplement).
(g) Earnings
Statement. To make generally available to its stockholders as soon as practicable, but in any event not later than sixteen (16) months
after the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations), an earnings
statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act
(including, at the option of the Company, Rule 158);
(h) Blue
Sky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Stock
for offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonably
designate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer and
sale of Stock in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify
as foreign corporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process
in any jurisdiction or (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.
(i) Reports.
Upon request, during the period of five (5) years from the date hereof, to deliver to each of the Underwriters, (i) as soon
as they are available, copies of all reports or other communications (financial or other) furnished to stockholders, and (ii) as
soon as they are available, copies of any reports and financial statements furnished or filed with the Commission or any national securities
exchange on which the Stock is listed. However, so long as the Company is subject to the reporting requirements of either Section 13
or Section 15(d) of the Exchange Act and is timely filing reports XXXXX, it is not required to furnish such reports or statements
to the Underwriters.
(j) Lock-Up.
During the period commencing on and including the date hereof and ending on and including the 60th day following the date of this Agreement,
(the “Lock-Up Period”) the Company will not, without the prior written consent of the Representatives (which
consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including, without limitation,
any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaning
of Rule 16a-1(h) under the Exchange Act, or otherwise dispose of, or announce the offering of, or submit or file any registration
statement under the Securities Act in respect of, any Common Stock, options, rights or warrants to acquire Common Stock or securities
exchangeable or exercisable for or convertible into Common Stock (other than is contemplated by this Agreement with respect to the Stock)
or publicly announce any intention to do any of the foregoing; provided, however, that the Company may (i) issue Common Stock
and options to purchase Common Stock, shares of Common Stock underlying options granted and other securities, each pursuant to any director
or employee stock option plan, stock ownership plan or dividend reinvestment plan of the Company in effect on the date hereof and described
in the General Disclosure Package; (ii) issue Common Stock pursuant to the conversion of securities or the exercise of warrants,
which securities or warrants are outstanding on the date hereof and described in the General Disclosure Package; (iii) adopt a new
equity incentive plan, and file a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities
to be issued pursuant to such new equity incentive plan, and issue securities pursuant to such new equity incentive plan (including, without
limitation, the issuance of shares of Common Stock upon the exercise of options or other securities issued pursuant to such new equity
incentive plan), provided that (1) such new equity incentive plan satisfies the transaction requirements of General Instruction
A.1 of Form S-8 under the Securities Act and (2) this clause (iii) shall not be available unless each recipient of shares
of Common Stock, or securities exchangeable or exercisable for or convertible into Common Stock, pursuant to such new equity incentive
plan shall be contractually prohibited from selling, offering, disposing of or otherwise transferring any such shares or securities during
the remainder of the Lock-Up Period. The Company will cause each person and entity listed in Schedule D to furnish to the Representative,
prior to the Closing Date, a “lock-up” agreement, substantially in the form of Exhibit I hereto. In addition,
the Company will direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound
by such “lock-up” agreements.
(k) Delivery
of SEC Correspondence. To supply the Underwriters with copies of all correspondence to and from, and all documents issued to and by,
the Commission in connection with the registration of the Stock under the Securities Act or any of the Registration Statement, any Preliminary
Prospectus or the Prospectus, or any amendment or supplement thereto.
(l) Press
Releases. Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any press
conference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (except
for routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company and
of which the Representatives is notified), without the prior consent of the Representatives, which consent shall not be unreasonably withheld
or delayed, unless in the judgment of the Company and its counsel, and after notification to the Representatives, such press release or
communication is required by law.
(m) Compliance
with Regulation M. Until the Underwriters shall have notified the Company of the completion of the resale of the Stock, that the Company
will not, and will use its commercially reasonable efforts to cause its affiliated purchasers (as defined in Regulation M under the Exchange
Act) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliated
purchasers has a beneficial interest, any Stock, or attempt to induce any person to purchase any Stock; and not to, and to use its commercially
reasonable efforts to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, active
trading in or of raising the price of the Stock.
(n) Registrar
and Transfer Agent. To maintain, at its expense, a registrar and transfer agent for the Stock.
(o) [Reserved]
(p) Exchange
Listing. To use its commercially reasonable efforts to list for quotation the Stock on the Nasdaq Global Select Market.
(q) Performance
of Covenants and Satisfaction of Conditions. To use its reasonable best efforts to do and perform all things required to be done or
performed under this Agreement by the Company prior to the Closing Date and to satisfy all conditions precedent to the delivery of the
Firm Stock and the Optional Stock.
(ii) Further
Agreements of the Selling stockholders. Each Selling stockholder, severally and not jointly, agrees with the several Underwriters
that:
(a) Lock-up.
Such Stockholder will not directly or indirectly, during the Lock-Up Period, without the prior written consent of the Representatives:
(i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, or announce the intention to otherwise dispose
of, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including, without
limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by such Stockholder in accordance
with the Rules and Regulations); (ii) enter into any swap, hedge or other agreement or arrangement that transfers, in whole
or in part, directly or indirectly, the economic risk of ownership of Common Stock or securities convertible into or exercisable or exchangeable
for Common Stock (whether such swap or transaction is to be settled by delivery of securities described in (i) of this paragraph
(a), cash or otherwise); (iii) engage in any short selling of any Common Stock or securities convertible into or exercisable or exchangeable
for Common Stock; (iv) file or participate in the filing with the Commission of the registration statement, or circulate or participate
in the circulation of any preliminary prospectus or prospectus or other disclosure document with respect to any proposed offering of any
Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock; or (v) exercise any right such Stockholder
may have to require the registration with the Commission of any proposed offering or sale of any shares of Common Stock or securities
convertible into or exercisable or exchangeable for Common Stock, other than the sale of the Stock hereunder. In order to enable this
covenant to be enforced, such Stockholder hereby consents to the placing of legends or stop transfer instructions with the Company’s
transfer agent with respect to any Common Stock or securities convertible into or exercisable or exchangeable for Common Stock.
(b) No
Stabilization. Such Selling stockholder will not take, directly or indirectly, any action designed or intended to stabilize or manipulate
the price of any security of the Company, or that might reasonably be expected to cause or result in the stabilization or manipulation
of the price of any security of the Company.
(c) Forms
W-8 and W-9. Such Selling stockholder will deliver to the Representatives on or prior to the Closing Date a properly completed and
executed United States Treasury Department Form W-8 (if the Selling stockholder is a non-United States person) or Form W-9 (if
the Selling stockholder is a United States person) or such other applicable form or statement specified by Treasury Department regulations
in lieu thereof.
(d) Free
Writing Prospectuses. Such Selling stockholder agrees that it will not prepare or have prepared on its behalf or use or refer to any
“free writing prospectus” (as defined in Rule 405 of the Rules and Regulations) and agrees that it will not distribute
any written materials in connection with the offer or sale of the Stock.
(e) Selling
stockholder Information. During the period when delivery of a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) of
the Rules and Regulations) is required under the Securities Act, such Selling stockholder will advise the Representatives promptly,
and will confirm such advice in writing to the Representatives, of any change in the information relating to such Selling stockholder
in the Registration Statement, the Prospectus or any document comprising the General Disclosure Package.
(f) Performance
of Covenants and Satisfaction of Conditions. Such Selling stockholder will use his, her or its best efforts to do and perform all
things required to be done or performed under this Agreement by such Selling stockholder prior to the Closing Date and to satisfy all
conditions precedent to the delivery of the Firm Stock and the Optional Stock.
5. Payment
of Expenses. The Company agrees to pay, or reimburse if paid by any Underwriter, whether or not the transactions contemplated
hereby are consummated or this Agreement is terminated: (a) the costs incident to the registration of the Stock under the Securities
Act; (b) the costs incident to the preparation, printing and distribution of the Registration Statement, the Base Prospectus, any
Preliminary Prospectus, the General Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto and the costs
of printing, reproducing and distributing the “Agreement Among Underwriters” between the Representatives and the Underwriters,
the Master Selected Dealers’ Agreement, the Underwriters’ Questionnaire, this Agreement and any closing documents by mail,
telex or other means of communications; (c) the fees and expenses (including related reasonable and documented fees and expenses
of counsel for the Underwriters) incurred in connection with securing any required review by FINRA of the terms of the sale of the Stock
and any filings made with FINRA; (d) any applicable listing or other fees; (e) the fees and expenses (including related reasonable
and documented fees and expenses of counsel to the Underwriters) of qualifying the Stock under the securities laws of the several jurisdictions
as provided in Section 4(i)(h) and of preparing, printing and distributing wrappers, Blue Sky Memoranda and Legal Investment
Surveys; (f) the cost of preparing and printing stock certificates; (g) all fees and expenses of the registrar and transfer
agent of the Stock; (h) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken
in connection with the marketing of the offering of the Stock, including, without limitation, expenses associated with the preparation
of any electronic road show, expenses associated with the preparation of road show slides and graphics, fees and expenses of any consultants
engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the officers
of the Company and such consultants, including fifty percent (50%) of the cost of any aircraft chartered in connection with the road show,
and (i) all other costs and expenses incident to the offering of the Stock or the performance of the obligations of the Company under
this Agreement (including, without limitation, the fees and expenses of the Company’s counsel and the Company’s independent
accountants), provided, however, that the fees of counsel for the Underwriters incurred pursuant to clauses (c) and (e) of
this Section 5 shall not exceed $45,000 in the aggregated; provided, further, that, except to the extent otherwise provided
in this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses
of their counsel not contemplated herein, any transfer taxes on the resale of any Stock by them and the expenses of advertising any offering
of the Stock made by the Underwriters and travel and lodging expenses of the Underwriters and other transportation, besides fifty percent
(50%) of the cost of an aircraft chartered in connection with the roadshow.
Each Selling stockholder will
pay all fees and expenses incident to the performance of such Selling stockholder’s obligations under this Agreement which are not
otherwise specifically provided for herein, including but not limited to any fees and expenses of counsel for such Selling stockholder
and all expenses and taxes incident to the sale and delivery of the Stock to be sold by such Selling stockholder to the Underwriters hereunder.
The underwriting discount associated with the sale of the Stock to be sold by such Selling stockholder hereunder shall be deducted from
the Selling stockholders’ proceeds from the sale of such Stock.
6. Conditions
of Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder are subject to the accuracy,
when made and as of the Applicable Time and on such Closing Date, of the representations and warranties of the Company and the Selling
stockholders contained herein, to the accuracy of the statements of the Company and the Selling stockholders made in any certificates
pursuant to the provisions hereof, to the performance by the Company and the Selling stockholders of their obligations hereunder, and
to each of the following additional terms and conditions:
(a) Registration
Compliance; No Stop Orders. The Registration Statement has become effective under the Securities Act, and no stop order suspending
the effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Base Prospectus, Preliminary
Prospectus or the Prospectus or any part thereof shall have been issued and no proceedings for that purpose or pursuant to Section 8A
under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additional information on the
part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall have been complied with to
the reasonable satisfaction of the Representatives; the Rule 462(b) Registration Statement, if any, and the Prospectus shall
have been filed with, the Commission within the applicable time period prescribed for such filing by, and in compliance with, the Rules and
Regulations and in accordance with Section 4(i)(a), and the Rule 462(b) Registration Statement, if any, shall have become
effective immediately upon its filing with the Commission; and FINRA shall have raised no unresolved objection to the fairness and reasonableness
of the terms of this Agreement or the transactions contemplated hereby.
(b) No
Material Misstatements. None of the Underwriters shall have discovered and disclosed to the Company on or prior to such Closing Date
that the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion of
counsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is required
to be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package or the Prospectus
or any amendment or supplement thereto contains an untrue statement of fact which, in the opinion of such counsel, is material or omits
to state any fact which, in the opinion of such counsel, is material and is necessary in order to make the statements, in the light of
the circumstances in which they were made, not misleading.
(c) Corporate
Proceedings. All corporate proceedings incident to the authorization, form and validity of each of this Agreement, the Stock, the
Registration Statement, the General Disclosure Package and the Prospectus and the transactions contemplated hereby shall be reasonably
satisfactory in all material respects to counsel for the Underwriters, and the Company and the Selling stockholders shall have furnished
to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.
(d) Opinion
and 10b-5 Statement of Counsel for the Company. Xxxxxx & Xxxxxxx LLP shall have furnished to the Representatives such
counsel’s written opinion and 10b-5 Statement, as counsel to the Company, addressed to the Underwriters and dated such Closing Date,
in form and substance reasonably satisfactory to the Representatives.
(e) Opinion
and 10b-5 Statement of Counsel for the Selling stockholders. Xxxxxx & Xxxxxxx LLP shall have furnished to the Representatives
such counsel’s written opinion, as counsel to the Selling stockholders, addressed to the Underwriters and dated such Closing Date,
in form and substance reasonably satisfactory to the Representatives.
(f) Opinion
and 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received from DLA Piper LLP (US), counsel for
the Underwriters, such opinion or opinions and 10b-5 Statement, dated such Closing Date, with respect to such matters as the Underwriters
may reasonably require, and the Company and the Selling stockholders shall have furnished to such counsel such documents as they request
for enabling them to pass upon such matters.
(g) Comfort
Letter. At the time of the execution of this Agreement, the Representatives shall have received from Xxxxx Xxxxxxxx, addressed to
the Underwriters, executed and dated such date, in form and substance satisfactory to the Representatives (i) confirming that they
are an independent registered accounting firm with respect to the Company and its subsidiaries within the meaning of the Securities Act
and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of such firm, of the type ordinarily included
in accountants’ “comfort letters” to underwriters, with respect to the financial statements and certain financial information
contained in the Registration Statement, the General Disclosure Package and the Prospectus.
(h) Bring
Down Comfort. On the effective date of any post-effective amendment to the Registration Statement and on such Closing Date, the Representatives
shall have received a letter (the “bring-down letter”) from Xxxxx Xxxxxxxx addressed to the Underwriters and
dated such Closing Date confirming, as of the date of the bring-down letter (or, with respect to matters involving changes or developments
since the respective dates as of which specified financial information is given in the General Disclosure Package and the Prospectus,
as the case may be, as of a date not more than three (3) business days prior to the date of the bring-down letter), the conclusions
and findings of such firm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect
to the financial information and other matters covered by its letter delivered to the Representatives concurrently with the execution
of this Agreement pursuant to paragraph (g) of this Section 6.
(i) Officer’s
Certificate. The Company shall have furnished to the Representatives a certificate, dated such Closing Date, of its Chairman and Chief
Executive Officer and its Chief Financial Officer stating in their respective capacities as officers of the Company on behalf of the Company
that (i) no stop order suspending the effectiveness of the Registration Statement (including, for avoidance of doubt, any Rule 462(b) Registration
Statement), or any post-effective amendment thereto, shall be in effect and no proceedings for such purpose shall have been instituted
or, to their knowledge, threatened by the Commission, (ii) for the period from and including the date of this Agreement through and
including such Closing Date, there has not occurred any Material Adverse Effect, (iii) to their knowledge, after reasonable investigation,
as of such Closing Date, the representations and warranties of the Company in this Agreement are true and correct and the Company has
complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing
Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements included in the General
Disclosure Package, any Material Adverse Effect in the financial position or results of operations of the Company, or any change or development
that, singularly or in the aggregate, would reasonably be expected to involve a Material Adverse Effect, except as set forth in the General
Disclosure Package and the Prospectus.
(j) Selling
stockholder Certificate. Each Selling stockholder shall have furnished to the Representatives on such Closing Date a certificate,
dated such date, signed by, or on behalf of, such Selling stockholder stating that the representations, warranties and agreements of such
Selling stockholder contained herein are true and correct as of such Closing Date and that such Selling stockholder has complied with
all agreements contained herein to be performed by such Selling stockholder at or prior to such Closing Date.
(k) No
Material Adverse Effect. Since the date of the latest audited financial statements included in the General Disclosure Package, (i) neither
the Company nor any of its subsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise
than as set forth in the General Disclosure Package, and (ii) there shall not have been any change in the capital stock or long-term
debt of the Company or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the
business, general affairs, management, financial position, stockholders’ equity or results of operations of the Company and its
subsidiaries, otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described in clause
(i) or (ii) of this paragraph (k), is, in the judgment of the Representatives, so material and adverse as to make it impracticable
or inadvisable to proceed with the sale or delivery of the Stock on the terms and in the manner contemplated in the General Disclosure
Package.
(l) No
Legal Impediment to Sale. No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted,
adopted or issued by any governmental or regulatory agency or body which would prevent the sale of the Stock; and no injunction, restraining
order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which would prevent
the sale of the Stock or materially and adversely affect or potentially materially and adversely affect the business or operations of
the Company.
(m) No
Downgrade. Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the Company’s
corporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical rating
organization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations
and (ii) no such organization shall have publicly announced that it has under surveillance or review (other than an announcement
with positive implications of a possible upgrading), the Company’s corporate credit rating or the rating of any of the Company’s
debt securities.
(n) Market
Conditions. Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) trading
in any of the Company’s securities shall have been suspended or materially limited by the Commission or the Exchange, or trading
in securities generally on the New York Stock Exchange, NASDAQ Global Select Market, NASDAQ Global Market, NASDAQ Capital Market or the
NYSE MKT LLC or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-counter
market, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been established
on any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authority
having jurisdiction, (ii) a banking moratorium shall have been declared by Federal or state authorities or a material disruption
has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall
have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalation in hostilities
involving the United States, or there shall have been a declaration of a national emergency or war by the United States, or other calamity
or crisis, or (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions
(or the effect of international conditions on the financial markets in the United States shall be such) as to make it, in the judgment
of the Representatives, impracticable or inadvisable to proceed with the sale or delivery of the Stock on the terms and in the manner
contemplated in the General Disclosure Package and the Prospectus.
(o) Exchange
Listing. The Company shall have filed a Notification: Listing of Additional shares with the NASDAQ Global Market and shall have received
no objection thereto from the NASDAQ.
(p) Good
Standing. The Representatives shall have received on and as of such Closing Date satisfactory evidence of the good standing of the
Company and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such other
jurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from the
appropriate Governmental Authorities of such jurisdictions.
(q) Lock
Up Agreements. Prior to the date hereof, the Representatives shall have received the written agreements, substantially in the form
of Exhibit I hereto, of the officers, directors, stockholders, optionholders and warrantholders of the Company listed in Schedule
D to this Agreement.
(r) Secretary’s
Certificate. On or prior to such Closing Date, the Company shall have furnished to the Representatives a Secretary’s Certificate
of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters and customary for the type of offering contemplated
by this Agreement.
(s) Additional
Document. On or prior to such Closing Date, the Company and the Selling stockholders shall have furnished to the Representatives such
further certificates and documents as the Representatives may reasonably request.
All opinions, letters, evidence
and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if
they are in form and substance reasonably satisfactory to counsel for the Underwriters.
7. Indemnification
and Contribution.
(a) Indemnification
of Underwriters by the Company. The Company shall indemnify and hold harmless:
each Underwriter, its affiliates, directors,
officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified
Parties,” and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense
or liability whatsoever (or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified
Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation
or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in
any Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement, the Prospectus, or in any amendment
or supplement thereto or in any materials or information presented to investors by, or with the approval of, the Company in connection
with the marketing of the offering of the Common Stock, including any graphic or other written communication transmitted simultaneously
with a roadshow (whether in person or electronically) (“Marketing Materials”) or (B) the omission or alleged
omission to state in any Company Written Testing-the-Waters Communication, any Preliminary Prospectus, the Registration Statement or the
Prospectus, or in any amendment or supplement thereto, or in any Marketing Materials, a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for
any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing
to defend, or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such
loss, claim, damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided,
however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability
arises out of or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary
Prospectus, the Registration Statement or the Prospectus, or any such amendment or supplement thereto, or any Marketing Materials made
in reliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of any
Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriter’s Information.
The indemnity agreement in this Section 7(a) is
not exclusive and is in addition to each other liability which the Company have under this Agreement or otherwise, and shall not limit
any rights or remedies which may otherwise be available under this Agreement, at law or in equity to any Underwriter Indemnified Party.
(b) Indemnification
of Underwriters by Selling stockholders. The Selling stockholders, severally and not jointly shall indemnify and hold harmless each
Underwriter Indemnified Party, against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding
in respect thereof), joint or several, to which that Underwriter Indemnified Party may become subject, under the Securities Act or otherwise,
insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (i) any
untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus, the Registration Statement, the
Prospectus, or in any amendment or supplement thereto or in any Marketing Materials, or (ii) the omission or alleged omission to
state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material
fact required to be stated therein or necessary to make the statements therein not misleading but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written
information provided to the Company by or on behalf of a Selling stockholder specifically for inclusion therein, and shall reimburse each
Underwriter Indemnified Party promptly upon demand for any legal or other expenses reasonably incurred by that Underwriter Indemnified
Party in connection with investigating or preparing to defend or defending against or appearing as a third party witness in connection
with any such loss, claim, damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. This indemnity
agreement is not exclusive and will be in addition to any liability which the Selling stockholders might have under this Agreement or
otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity to each
Underwriter Indemnified Party.
(c) Indemnification
of Company by the Underwriters. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company and its
directors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties”
and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (or
any action, investigation or proceeding in respect thereof), joint or several, to which such Company Indemnified Party may become subject,
under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises
out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus,
the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission or alleged omission
to state in any Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, a material
fact required to be stated therein or necessary to make the statements therein not misleading, but in each case only to the extent that
the untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company through the Representatives by or on behalf of that Underwriter specifically for use therein, which
information the parties hereto agree is limited to the Underwriter’s Information, and shall reimburse the Company Indemnified Parties
for any legal or other expenses reasonably incurred by such party in connection with investigating or preparing to defend or defending
against or appearing as third party witness in connection with any such loss, claim, damage, liability, action, investigation or proceeding,
as such fees and expenses are incurred. This indemnity agreement is not exclusive and will be in addition to any liability which the Underwriters
might otherwise have and shall not limit any rights or remedies which may otherwise be available under this Agreement, at law or in equity
to the Company Indemnified Parties.
(d) Promptly
after receipt by an indemnified party under this Section 7 of notice of the commencement of any action, the indemnified party shall,
if a claim in respect thereof is to be made against an indemnifying party under this Section 7, notify such indemnifying party in
writing of the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve
it from any liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure;
and, provided, further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have
to an indemnified party otherwise than under this Section 7. If any such action shall be brought against an indemnified party, and
it shall notify the indemnifying party thereof, the indemnifying party shall be entitled to participate therein and, to the extent that
it wishes, jointly with any other similarly notified indemnifying party, to assume the defense of such action with counsel reasonably
satisfactory to the indemnified party (which counsel shall not, except with the written consent of the indemnified party, be counsel to
the indemnifying party). After notice from the indemnifying party to the indemnified party of its election to assume the defense of such
action, except as provided herein, the indemnifying party shall not be liable to the indemnified party under Section 7 for any legal
or other expenses subsequently incurred by the indemnified party in connection with the defense of such action other than reasonable costs
of investigation; provided, however, that any indemnified party shall have the right to employ separate counsel in any such action
and to participate in the defense of such action but the fees and expenses of such counsel (other than reasonable costs of investigation)
shall be at the expense of such indemnified party unless (i) the employment thereof has been specifically authorized in writing by
the Company in the case of a claim for indemnification under Section 7(a), the applicable Selling stockholder in the case of a claim
for indemnification under Section 7(b) or the Representatives in the case of a claim for indemnification under Section 7(c),
(ii) such indemnified party shall have been advised by its counsel that there may be one or more legal defenses available to it which
are different from or additional to those available to the indemnifying party, (iii) the indemnifying party has failed to assume
the defense of such action and employ counsel reasonably satisfactory to the indemnified party within a reasonable period of time after
notice of the commencement of the action or the indemnifying party does not diligently defend the action after assumption of the defense,
in which case, if such indemnified party notifies the indemnifying party in writing that it elects to employ separate counsel at the expense
of the indemnifying party, the indemnifying party shall not have the right to assume the defense of (or, in the case of a failure to diligently
defend the action after assumption of the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying
party shall be responsible for legal or other expenses subsequently incurred by such indemnified party in connection with the defense
of such action; provided, however, that the indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of attorneys at any time for all such indemnified parties (in
addition to any local counsel), which firm shall be designated in writing by the Representatives if the indemnified parties under this
Section 7 consist of any Underwriter Indemnified Party or by the Company if the indemnified parties under this Section 7 consist
of any Company Indemnified Parties. Subject to this Section 7(d), the amount payable by an indemnifying party under Section 7
shall include, but not be limited to, (x) reasonable legal fees and expenses of counsel to the indemnified party and any other expenses
in investigating, or preparing to defend or defending against, or appearing as a third party witness in respect of, or otherwise incurred
in connection with, any action, investigation, proceeding or claim, and (y) all amounts paid in settlement of any of the foregoing.
No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry
of judgment with respect to any pending or threatened action or any claim whatsoever, in respect of which indemnification or contribution
could be sought under this Section 7 (whether or not the indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each indemnified party in form and substance reasonably
satisfactory to such indemnified party from all liability arising out of such action or claim and (ii) does not include a statement
as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Subject to the provisions of
the following sentence, no indemnifying party shall be liable for settlement of any pending or threatened action or any claim whatsoever
that is effected without its written consent (which consent shall not be unreasonably withheld or delayed), but if settled with its written
consent, if its consent has been unreasonably withheld or delayed or if there be a judgment for the plaintiff in any such matter, the
indemnifying party agrees to indemnify and hold harmless any indemnified party from and against any loss or liability by reason of such
settlement or judgment. In addition, if at any time an indemnified party shall have requested that an indemnifying party reimburse the
indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature
contemplated by Sections 7(a) and 7(b) effected without its written consent if (i) such settlement is entered into more
than forty-five (45) days after receipt by such indemnifying party of the request for reimbursement, (ii) such indemnifying party
shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
(e) If
the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under Section 7(a),
7(b) or 7(c), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amount paid,
payable or otherwise incurred by such indemnified party as a result of such loss, claim, damage, expense or liability (or any action,
investigation or proceeding in respect thereof), as incurred, (i) in such proportion as shall be appropriate to reflect the relative
benefits received by the Company and the Selling stockholders on the one hand and the Underwriters on the other from the offering of the
Stock, or (ii) if the allocation provided by clause (i) of this Section 7(e) is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) of this Section 7(e) but
also the relative fault of the Company and the Selling stockholders on the one hand and the Underwriters on the other with respect to
the statements, omissions, acts or failures to act which resulted in such loss, claim, damage, expense or liability (or any action, investigation
or proceeding in respect thereof) as well as any other relevant equitable considerations. The relative benefits received by the Company
and the Selling stockholders on the one hand and the Underwriters on the other with respect to such offering shall be deemed to be in
the same proportion as the total net proceeds from the offering of the Stock purchased under this Agreement (before deducting expenses)
received by the Company and the Selling stockholders bear to the total underwriting discounts and commissions received by the Underwriters
with respect to the Stock purchased under this Agreement, in each case as set forth in the table on the cover page of the Prospectus.
The relative fault of the Company and the Selling stockholders on the one hand and the Underwriters on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company and the Selling stockholders on the one hand or the Underwriters
on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such
untrue statement, omission, act or failure to act; provided that the parties hereto agree that the written information furnished
to the Company through the Representatives by or on behalf of the Underwriters for use in the Preliminary Prospectus, the Registration
Statement or the Prospectus, or in any amendment or supplement thereto, consists solely of the Underwriter’s Information.
(f) The
Company, the Selling stockholders and the Underwriters agree that it would not be just and equitable if contributions pursuant to Section 7(e) above
were to be determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations
referred to Section 7(e) above. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense,
liability, action, investigation or proceeding referred to in Section 7(e) above shall be deemed to include, subject to the
limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating,
preparing to defend or defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with,
any such loss, claim, damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 7,
no Underwriters shall be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions
received by such Underwriter with respect to the offering of the Stock exceeds the amount of any damages which the Underwriter has otherwise
paid or become liable to pay by reason of any untrue or alleged untrue statement, omission or alleged omission, act or alleged act or
failure to act or alleged failure to act. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’
obligations to contribute as provided in this Section 7 are several in proportion to their respective underwriting obligations and
not joint.
8. Termination.
The obligations of the Underwriters hereunder may be terminated by the Representatives, in their absolute discretion by notice given to
the Company and each of the Selling stockholders prior to delivery of and payment for the Firm Stock if, prior to that time, any of the
events described in Sections 6(k), 6(m) or 6(n) have occurred or if the Underwriters shall decline to purchase the Stock for
any reason permitted under this Agreement.
9. Reimbursement
of Underwriters’ Expenses. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall
have been terminated pursuant to Section 8 or 10, (b) any Selling stockholder shall fail to tender the Stock for delivery to
the Underwriters for any reason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Stock for
any reason permitted under this Agreement or (d) the sale of the Stock is not consummated because any condition to the obligations
of the Underwriters set forth herein is not satisfied or because of the refusal, inability or failure on the part of the Company or any
Selling stockholder to perform any agreement herein or to satisfy any condition or to comply with the provisions hereof, then in addition
to the payment of amounts in accordance with Section 5, the Company shall reimburse the Underwriters for the reasonable and documented
fees and expenses of Underwriters’ counsel and for such other out-of-pocket expenses as shall have been reasonably incurred by them
in connection with this Agreement and the proposed purchase of the Stock, including, without limitation, travel and lodging expenses of
the Underwriters, and upon demand the Company and the Selling stockholders shall pay the full amount thereof to the Representatives; provided
that if this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, neither the Company
nor any Selling stockholder shall be obligated to reimburse any defaulting Underwriter on account of expenses to the extent incurred by
such defaulting Underwriter, provided further that the foregoing shall not limit any reimbursement obligation of the Company to
any non-defaulting Underwriter under this Section 9.
10. Substitution
of Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase shares of Stock hereunder
on any Closing Date and the aggregate number of shares which such defaulting Underwriter or Underwriters agreed but failed to purchase
does not exceed ten percent (10%) of the total number of shares to be purchased by all Underwriters on such Closing Date, the other Underwriters
shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the shares which such defaulting Underwriter
or Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregate
number of shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of shares to
be purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchase
of such shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate.
If the remaining Underwriters
or substituted Underwriters are required hereby or agree to take up all or part of the shares of Stock of a defaulting Underwriter or
Underwriters on such Closing Date as provided in this Section 10, (i) the Company and the Selling stockholders shall have the
right to postpone such Closing Date for a period of not more than five (5) full business days in order that the Company and the Selling
stockholders may effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other
documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the
Prospectus which may thereby be made necessary, and (ii) the respective numbers of shares to be purchased by the remaining Underwriters
or substituted Underwriters shall be taken as the basis of their underwriting obligation for all purposes of this Agreement. Nothing herein
contained shall relieve any defaulting Underwriter of its liability to the Company, the Selling stockholders or the other Underwriters
for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section 10 shall be without liability
on the part of any non-defaulting Underwriter, the Selling stockholders or the Company, except that the representations, warranties, covenants,
indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid or reimbursed
pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 21, inclusive, shall not terminate and shall
remain in full force and effect.
11. Absence
of Fiduciary Relationship. The Company and the Selling stockholders acknowledge and agree that:
(a) each
Underwriter’s responsibility to the Company and the Selling stockholders is solely contractual in nature, the Representatives have
been retained solely to act as underwriters in connection with the sale of the Stock and no fiduciary, advisory or agency relationship
between the Company of the Selling stockholders and the Representatives have been created in respect of any of the transactions contemplated
by this Agreement, irrespective of whether any of the Representatives has advised or is advising the Company or the Selling stockholders
on other matters;
(b) the
price of the Stock set forth in this Agreement was established by the Company and the Selling stockholders following discussions and arms-length
negotiations with the Representatives, and the Company and the Selling stockholders is capable of evaluating and understanding, and understands
and accepts, the terms, risks and conditions of the transactions contemplated by this Agreement;
(c) they
have been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve interests
that differ from those of the Company and the Selling stockholders and that the Representatives have no obligation to disclose such interests
and transactions to the Company or the Selling stockholders by virtue of any fiduciary, advisory or agency relationship; and
(d) they
waive, to the fullest extent permitted by law, any claims they may have against the Representatives for breach of fiduciary duty or alleged
breach of fiduciary duty and agrees that the Representatives shall have no liability (whether direct or indirect) to the Company or the
Selling stockholders in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right
of the Company or the Selling stockholders, including stockholders, employees or creditors of the Company or the Selling stockholders.
(e) the
Selling stockholders further acknowledge and agree that, although the Representatives may provide the Selling stockholders with certain
Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Representatives
are not making a recommendation to the Selling stockholders to participate in the offering or sell any Stock at the Purchase Price, and
nothing set forth in such disclosures or documentation is intended to suggest that any Representative is making such a recommendation.
12. Successors;
Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the several Underwriters,
the Company and the Selling stockholders and their respective successors and assigns. Nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable
right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and
provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person;
except that the representations, warranties, covenants, agreements and indemnities of the Company and the Selling stockholders contained
in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnities of the several Underwriters
shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriter’s responsibility to the Company
and the Selling stockholders is solely contractual in nature and the Underwriters do not owe the Company, or any other party, any fiduciary
duty as a result of this Agreement. No purchaser of any of the Stock from any Underwriter shall be deemed to be a successor or assign
by reason merely of such purchase.
13. Survival
of Indemnities, Representations, Warranties, etc. The respective indemnities, covenants, agreements, representations,
warranties and other statements of the Company and the Selling stockholders and the several Underwriters, as set forth in this Agreement
or made by them respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made
by or on behalf of any Underwriter, the Selling stockholders, the Company or any person controlling any of them and shall survive delivery
of and payment for the Stock. Notwithstanding any termination of this Agreement, including without limitation any termination pursuant
to Section 8 or Section 10, the indemnities, covenants, agreements, representations, warranties and other statements forth in
Sections 2, 5, 7 and 9 and Sections 11 through 21, inclusive, of this Agreement shall not terminate and shall remain in full force and
effect at all times.
14. Recognition
of the U.S. Special Resolution Regimes
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
15. Notices.
All statements, requests, notices and agreements hereunder shall be in writing, and:
(a) if
to the Underwriters, shall be delivered or sent by mail, telex, facsimile transmission or email to (i) Xxxxx and Company, LLC, Attention:
Head of Equity Capital Markets, Fax: 000-000-0000 with a copy to the General Counsel, Fax: 000-000-0000; RBC Capital Markets, LLC, Attention:
Equity Capital Markets, 000 Xxxxx Xxxxxx, 0xx xxxxx, Xxx Xxxx, XX 00000, Fax: 000-000-0000, Email: xxxxxxxxxxxxxxxx@xxxxx.xxx; and Xxxxxx
Xxxxxxxx & Company, Incorporated, 000 0xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Equity Syndicate;
(b) if
to the Company shall be delivered or sent by mail, telex, facsimile transmission or email to AerSale Corporation, Attention: Xxxxx Xxx,
Executive VP, General Counsel and Secretary, email xxxxx.xxx@xxxxxxx.xxx; and
(c) if
to any Selling stockholders, shall be delivered or sent by mail, telex, facsimile transmission or email to such Selling stockholder at
the address set forth on Schedule B hereto;
provided, however, that any notice to an
Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its address
set forth in its acceptance telex to the Representatives, which address will be supplied to any other party hereto by the Representatives
upon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.
16. Definition
of Certain Terms. For purposes of this Agreement, (a) “affiliate” has the meaning set forth
in Rule 405 under the Securities Act, (b) “business day” means any day on which the New York Stock
Exchange, Inc. is open for trading (c) “subsidiary” has the meaning set forth in Rule 405 of
the Rules and Regulations; (d) “BHC Act Affiliate” has the meaning assigned to the term “affiliate”
in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k), (e) “Covered Entity” means any
of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b);
or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b),
(f) “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with,
12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable, (g) “U.S. Special Resolution Regime” means
each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx
Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
17. Governing
Law, Jurisdiction, Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the
State of New York, including without limitation Section 5-1401 of the New York General Obligations. The Company and each Selling
stockholder irrevocably (a) submits to the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in
The City of New York for the purpose of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated
by this Agreement, the Registration Statement and any Preliminary Prospectus or the Prospectus, (b) agrees that all claims in respect
of any such suit, action or proceeding may be heard and determined by any such court, (c) waives to the fullest extent permitted
by applicable law, any immunity from the jurisdiction of any such court or from any legal process, (d) agrees not to commence any
such suit, action or proceeding other than in such courts, and (e) waives, to the fullest extent permitted by applicable law, any
claim that any such suit, action or proceeding is brought in an inconvenient forum. Each of the parties to this Agreement hereby waives
any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.
18. UNDERWRITERS’
INFORMATION. The parties hereto acknowledge and agree that, for all purposes of this Agreement, the Underwriter’s Information
consists solely of the following information in the Prospectus: the statements concerning the Underwriters contained in paragraphs 4 and
8 through 11 under the heading “Underwriting.”
19. Authority
of the Representatives. In connection with this Agreement, the Representatives will act for and on behalf of the several Underwriters,
and any action taken under this Agreement by the Representatives, will be binding on all the Underwriters.
20. Partial
Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall
not affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clause
or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor
changes (and only such minor changes) as are necessary to make it valid and enforceable.
21. General.
This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous
oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine
and neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenience
of the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified,
and the observance of any term of this Agreement may be waived, only by a writing signed by the Company, the Selling stockholders and
the Representatives.
22. Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument. This Agreement may be delivered via facsimile, electronic mail (including pdf or any
electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., xxx.xxxxxxxx.xxx or xxx.xxxxxxxx.xxx) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
If the foregoing is in accordance
with your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below.
|
Very truly yours,
AERSALE CORPORATION |
|
|
|
By: |
/s/ Xxxxxxx Xxxxxxx |
|
|
Name: Xxxxxxx Xxxxxxx |
|
|
Title: CEO |
|
|
|
Green
Equity Investors CF, L.P. |
|
|
|
By: |
/s/ Xxxxxxx Xxxxxx |
|
|
Name: Xxxxxxx Xxxxxx |
|
|
Title: Senior Vice President |
|
|
|
Green
Equity Investors Side CF, L.P. |
|
|
|
By: |
/s/ Xxxxxxx Xxxxxx |
|
|
Name: Xxxxxxx Xxxxxx |
|
|
Title: Senior Vice President |
|
|
|
LGP
Associates CF, LLC |
|
|
|
By: |
/s/ Xxxxxxx Xxxxxx |
|
|
Name: Xxxxxxx Xxxxxx |
|
|
Title: Senior Vice President |
|
|
|
Florida
Growth Fund LLC |
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|
|
By: |
/s/ Xxxxxxx X. Xxxxxx |
|
|
Name: Xxxxxxx X. Xxxxxx |
|
|
Title: Authorized Person |
[Signature Page to Underwriting Agreement]
Accepted
as of the date first above written: |
|
|
|
Xxxxx
and Company, LLC |
|
RBC
Capital Markets, LLC |
|
Xxxxxx,
Xxxxxxxx & Company, Incorporated |
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|
|
|
Acting
on their own behalf and as Representatives of several Underwriters listed on Schedule A to this Agreement. |
|
|
|
By: |
Xxxxx
and Company, LLC |
|
|
|
By: |
/s/
Xxxxxxxxxxx Xxxxxx |
|
|
Name:
Xxxxxxxxxxx Xxxxxx |
|
|
Title:
Managing Director |
|
|
|
By: |
RBC
Capital Markets, LLC |
|
|
|
By: |
/s/
Xxxxxxx Xxxxx |
|
|
Name:
Xxxxxxx Xxxxx |
|
|
Title:
Director |
|
|
|
By: |
Xxxxxx,
Xxxxxxxx & Company, Incorporated |
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|
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By: |
/s/
Xxxxx X. XxXxxxxxxx |
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Name:
Xxxxx X. XxXxxxxxxx |
|
|
Title:
Managing Director |
|
[Signature Page to Underwriting Agreement]
SCHEDULE A
Name | |
Number of Shares of
Firm Stock to be
Purchased | | |
Number of Shares of
Optional Stock to be
Purchased | |
Xxxxx and Company, LLC | |
| 1,211,765 | | |
| 181,765 | |
RBC Capital Markets, LLC | |
| 1,211,765 | | |
| 181,765 | |
Xxxxxx, Xxxxxxxx & Company, Incorporated | |
| 1,009,803 | | |
| 151,470 | |
Truist Securities, Inc. | |
| 566,667 | | |
| 85,000 | |
Total | |
| 4,000,000 | | |
| 600,000 | |
SCHEDULE B
Selling stockholders | |
Number of Shares of
Firm Stock to be Sold | | |
Number of Shares of
Optional Stock to be
Sold | |
Green Equity Investors CF, L.P. | |
| 2,852,774 | | |
| 427,916 | |
Green Equity Investors Side CF, L.P. | |
| 1,018,183 | | |
| 152,727 | |
LGP Associates CF, LLC | |
| 564 | | |
| 85 | |
Florida Growth Fund LLC | |
| 128,479 | | |
| 19,272 | |
Total | |
| 4,000,000 | | |
| 600,000 | |
SCHEDULE C
Pricing Information
Firm Stock to be Sold: 4,000,000 shares
Offering Price: $15.50 per share
Underwriting Discounts and Commissions: 4.50%
SCHEDULE D
Directors & Officers
| 14. | General X. Xxxxxx Xxxxxx |
| 17. | Lt. General Xxxxxx X. Xxxxxx |
Selling stockholders
| 1. | Green Equity Investors CF, L.P. |
| 2. | Green Equity Investors Side CF, L.P. |
| 4. | Florida Growth Fund LLC |