0001104659-11-047476 Sample Contracts

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • August 17th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware

Amended and Restated Management Agreement (this “Agreement”), dated as of July 27, 2011, by and between Wesco Aircraft Holdings, Inc., a Delaware corporation (the “Company”), and Carlyle Investment Management L.L.C., a Delaware limited liability company (“Carlyle”).

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WESCO AIRCRAFT HOLDINGS, INC. AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • August 17th, 2011 • Wesco Aircraft Holdings, Inc • Wholesale-hardware • Delaware

This Amended and Restated Stockholders Agreement (“Agreement”) is entered into as of July 27, 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.

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