DEPOSIT ESCROW AGREEMENT among AVOLON HOLDINGS LIMITED GLOBAL AVIATION LEASING CO., LTD. CITIBANK, N.A., as Escrow Agent and, for the limited purposes set forth herein HONG KONG BOHAI LEASING ASSET MANAGEMENT CORP., LTD. Dated as of July 22, 2015Deposit Escrow Agreement • July 31st, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec • New York
INVESTMENT AND TENDER OFFER AGREEMENT by and among AVOLON HOLDINGS LIMITED BOHAI LEASING CO., LTD and GLOBAL AVIATION LEASING CO., LTD. dated as of July 14, 2015Investment and Tender Offer Agreement • July 31st, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec • New York
This Investment and Tender Offer Agreement (this “Agreement”), is entered into as of July 14, 2015 by and among Global Aviation Leasing Co., Ltd., a Cayman Islands exempted company (“Offeror”), Bohai Leasing Co., Ltd., a limited company existing under the laws of the People’s Republic of China (“Parent”) and Avolon Holdings Limited, a Cayman Islands exempted company having its principal place of business at The Oval, Building 1, Shelbourne Road, Ballsbridge, Dublin 4, Ireland (the “Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 6.01 hereof.
AGREEMENT TO TENDERAgreement • July 31st, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec • New York
This Agreement to Tender, dated as of July 14, 2015 (this “Agreement”), among Global Aviation Leasing Co., Ltd., a Cayman Islands exempted company (“Offeror”), and the persons listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein which are not defined herein shall have the meanings set forth for such terms in the Tender Offer Agreement (as defined below).
CLAUSE PAGE ARTICLE 1. RULES OF CONSTRUCTION 3 ARTICLE 2. CORPORATE GOVERNANCE 12 ARTICLE 3. TRANSFERS AND ISSUANCE OF SHARES 22 ARTICLE 4. REGISTRATION RIGHTS 30 ARTICLE 5. STANDSTILL 45 ARTICLE 6. INFORMATION AND CONFIDENTIALITY 47 ARTICLE 7....Shareholders’ Agreement • July 31st, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec • New York
