AMENDED AND RESTATED SHAREHOLDER AGREEMENT BY AND AMONG AIRCASTLE LIMITED AND THE SHAREHOLDERS NAMED HEREIN Dated as of February 18, 2015Shareholder Agreement • February 23rd, 2015 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec • New York
THIS AMENDED AND RESTATED SHAREHOLDER AGREEMENT (this “Agreement”) is made as of February 18, 2015, by and among Aircastle Limited, a Bermuda exempted company limited by shares (the “Company”), Marubeni Corporation, a Japanese corporation (the “Investor”), and Marubeni Aviation Holding Coöperatief U.A, a Netherlands coöperatief and a wholly owned subsidiary of the Investor (“MHC” and, together with the Investor, the “Shareholders”), and shall become effective as of the date hereof. Certain capitalized terms used in this Agreement are defined in Section 1.1. Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.
STOCK PURCHASE PLAN ENGAGEMENT AGREEMENTStock Purchase Plan Engagement Agreement • February 23rd, 2015 • Marubeni Corp /Fi • Services-equipment rental & leasing, nec • New York
Stock Purchase Plan Engagement Agreement dated as of February 19, 2015 (this “Agreement”) between Marubeni Aviation Holding Coöperatief U.A. (the “Purchaser”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Broker”), acting as agent for the Purchaser to purchase shares of the common stock (the “Securities”) of Aircastle Limited (the “Company”).
