0000950103-13-000188 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 9th, 2013 • Summit Aviation Partners LLC • Services-miscellaneous equipment rental & leasing • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 28, 2012, is entered into by and among Fly Leasing Limited, a Bermuda exempted company (including its successors, the “Company”), and each of the shareholders of the Company that is listed in the signature pages hereof (each, an “Investor” and, collectively the “Investors”).

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FIRST AMENDMENT TO PURCHASE AGREEMENT
To Purchase Agreement • January 9th, 2013 • Summit Aviation Partners LLC • Services-miscellaneous equipment rental & leasing

Amendment (this “Amendment”), dated as of December 28, 2012, to that certain Securities Purchase Agreement (the “Agreement”), dated as of November 30, 2012, by and among Fly Leasing Limited, a Bermuda exempted company (the “Company”), the Persons set forth on Schedule I thereto under the heading “Onex Investors” (each, an “Onex Investor”, and collectively, the “Onex Investors”), and Summit Aviation Partners LLC, a Delaware limited liability company (“Summit”) (each of the Onex Investors and Summit, an “Investor”, and collectively, the “Investors”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

FLY LEASING LIMITED SECURITIES PURCHASE AGREEMENT November 30, 2012
Securities Purchase Agreement • January 9th, 2013 • Summit Aviation Partners LLC • Services-miscellaneous equipment rental & leasing • New York

This Securities Purchase Agreement (this “Agreement”) is made as of the 30th day of November, 2012, by and among Fly Leasing Limited, a Bermuda exempted company (the “Company”), the Persons set forth on Schedule I hereto under the heading “Onex Investors” (each, an “Onex Investor” and collectively, the “Onex Investors”), and Summit Aviation Partners LLC, a Delaware limited liability company (“Summit”) (each of the Onex Investors and Summit, an “Investor” and, collectively, the “Investors”). Certain capitalized terms used but not otherwise defined in this Agreement have the respective meanings set forth in Exhibit A hereto.

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