ASSIGNMENT AND ASSUMPTION AGREEMENT
Exhibit 10.9
EXECUTION VERSION
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into and effective as of December 22, 2020 by and among Monocle Acquisition Corporation, a Delaware corporation (“Monocle”), Monocle Holdings Inc., a Delaware corporation (“NewCo”), and Continental Stock Transfer & Trust Company, a New York corporation (“Continental”).
WHEREAS, Monocle and Continental have previously entered into a warrant agreement, dated as of February 6, 2019 (the “Warrant Agreement”) governing the terms of Monocle’s 17,250,000 outstanding warrants to purchase shares of common stock of Monocle (the “Monocle Warrants”); and
WHEREAS, Monocle has entered into an Amended and Restated Agreement and Plan of Merger, dated as of September 8, 2020 (the “Merger Agreement”), by and among Monocle, NewCo, Monocle Merger Sub 1 Inc., a Delaware corporation and a wholly-owned direct subsidiary of NewCo (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited liability company and a wholly-owned indirect subsidiary of NewCo (“Merger Sub 2”), AerSale Corp., a Delaware corporation (“AerSale”) and Xxxxxxx Xxxxx & Partners, L.P., a Delaware limited partnership, solely in its capacity as the Holder Representative, pursuant to which, among other things, upon the closing of the transactions contemplated by the Merger Agreement (the “Closing”), Merger Sub 1 will be merged with and into Monocle, with Monocle surviving the merger as a wholly-owned direct subsidiary of NewCo (the “First Merger”), and Merger Sub 2 will be merged with and into AerSale, with AerSale surviving the merger as a wholly-owned indirect subsidiary of NewCo (the “Second Merger”);
WHEREAS, upon the effective time of the First Merger (the “First Merger Effective Time”), each share of Monocle common stock, par value $0.0001 per share (“Monocle Common Stock”) that is issued and outstanding shall be converted into and become the right to receive one share of NewCo common stock, par value $0.0001 per share (“NewCo Common Stock”);
WHEREAS, upon the First Merger Effective Time and pursuant to Section 4.4 of the Warrant Agreement, each Monocle Warrant that is outstanding and unexercised immediately prior to the First Merger Effective Time, shall thereupon be converted into and become the right to receive a warrant representing the right to acquire NewCo Common Stock, in the same form and on the same terms and conditions (including the same “Warrant Price” and number of shares of common stock subject to such warrant) as the Monocle Warrants;
WHEREAS, effective upon the Closing (as defined below), NewCo will be renamed “AerSale Corporation”; and
WHEREAS, as a result of the foregoing, the parties hereto wish for Monocle to assign to NewCo all of Monocle’s rights and interests and obligations in and under the Warrant Agreement and for NewCo to accept such assignment, and assume all of Monocle’s obligations thereunder, in each case, effective upon the Closing;
NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereby agree as follows:
4. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, as such laws are applied to contracts entered into and performed in such State without resort to that State’s conflict-of-laws rules.
[Signature Page Follows]
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MONOCLE ACQUISITION CORPORATION | |||
By: | /s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | ||
Title: | President and Chief Executive Officer |
MONOCLE HOLDINGS INC. | |||
By: | /s/ Xxxx X. Xxxxxx | ||
Name: | Xxxx X. Xxxxxx | ||
Title: | President |
CONTINENTAL STOCK TRANSFER & TRUST COMPANY | |||
By: | /s/ Xxx Xxxx | ||
Name: | Xxx Xxxx | ||
Title: | Vice President |
[Signature Page to Assignment and Assumption Agreement]
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