·] Shares WESCO AIRCRAFT HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.001 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 27th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • New York
The undersigned understands that Barclays Capital Inc. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (together with the Representatives, the “Underwriters”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”), and the selling stockholders named therein (the “Selling Stockholders”), providing for the public offering (the “Public Offering”) by the Underwriters, of shares (the “Shares”) of the common stock, par value $0.001 per share, of the Company (the “Common Stock”).
WESCO AIRCRAFT HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • June 27th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware
This Amended and Restated Stockholders Agreement (“Agreement”) is entered into as of [ ], 2011 by and among Wesco Aircraft Holdings, Inc. (formerly known as Wesco Holdings, Inc.), a Delaware corporation (the “Company”), Falcon Aerospace Holdings, LLC, a Delaware limited liability company (“Falcon”), the trusts listed as Snyder Trusts on the signature pages hereof (the “Snyder Trusts”), and each other person listed as a Stockholder on the signature pages hereof or who from time to time may execute and deliver a counterpart signature page and become a party hereto.
