PURCHASE AGREEMENT DATED AS OF MAY 8, 2007 BY AND AMONG TSS AVIATION, INC., TSS HOLDINGS, INC. AND STANDARD AERO, INC.Escrow Agreement • May 15th, 2007 • Standard Aero Holdings Inc. • Aircraft engines & engine parts • New York
This Purchase Agreement (this “Agreement”), dated as of May 8, 2007, is entered into by and among TSS Aviation, Inc., a Ohio corporation (the “Company”), TSS Holdings, Inc., a Ohio corporation (“Seller”), and Standard Aero Inc., a Delaware corporation (“Purchaser”). The shareholders of Seller have also executed this Agreement, but only for the purpose of being bound by the provisions of Section 2.05, Section 5.03 and Article X and subject to the limitations set forth on the signature page to this Agreement.
AGREEMENT AND PLAN OF MERGER dated as of April 2, 2007 by and among DUBAI AEROSPACE ENTERPRISE (DAE) LTD, LMA MERGER SUB, INC., SAH MERGER SUB, INC., PIEDMONT/HAWTHORNE HOLDINGS, INC., STANDARD AERO ACQUISITION HOLDINGS, INC., and TC GROUP, L.L.C.Agreement and Plan of Merger • May 15th, 2007 • Standard Aero Holdings Inc. • Aircraft engines & engine parts • New York
This Agreement and Plan of Merger (this “Agreement”), dated as of April 2, 2007, is entered into by and among DUBAI AEROSPACE ENTERPRISE (DAE) LTD, a Dubai International Financial Center Registered Company (“Acquiror”), LMA MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Landmark Merger Sub”), SAH MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Standard Merger Sub” and together with Landmark Merger Sub, “Merger Subs”), PIEDMONT/HAWTHORNE HOLDINGS, INC., a Delaware corporation (“Landmark”), STANDARD AERO ACQUISITION HOLDINGS, INC., a Delaware corporation (“Standard Aero”); each of Landmark and Standard Aero individually referred to herein as a “Company” and together as the “Companies”), and TC GROUP, L.L.C., a Delaware limited liability company (“TC Group”), solely in its capacity as the initial Holder Representative hereunder.
