MERGER AGREEMENT among BOHAI LEASING CO., LTD. MARINER ACQUISITION LTD. and AVOLON HOLDINGS LIMITED Dated as of September 3, 2015Merger Agreement • September 4th, 2015 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • Delaware
MERGER AGREEMENT, dated as of September 3, 2015 (this “Agreement”), among Bohai Leasing Co., Ltd., a limited company under the laws of the People’s Republic of China (“Parent”), Mariner Acquisition Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Avolon Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”).
VOTING AGREEMENTVoting Agreement • September 4th, 2015 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • New York
VOTING AGREEMENT, dated as September 3, 2015 (this “Agreement”), by and among HNA Capital Group Co., Ltd., a company established and existing under the laws of the People’s Republic of China (“PRC”) having its registered address at 29 Haixiu Road, Haikou, Hainan Province, PRC (“HNA”), Tianjin Yanshan Equity Investment Fund Co., Ltd., a company established and existing under the laws of the PRC having its registered address at Room 818-A, Huaying Plaza, Central Avenue, Airport Economic Zone, Tianjin, PRC (“Tianjin” and together, the “Shareholders”) 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 but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
SECOND AMENDED AND RESTATED 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....Deposit Escrow Agreement • September 4th, 2015 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • New York
VOTING AGREEMENTVoting Agreement • September 4th, 2015 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • Delaware
This VOTING AGREEMENT (this “Agreement”) is entered into as of September 3, 2015, by and among Bohai Leasing Co., Ltd., a limited company existing under the laws of the People’s Republic of China] (“Parent”), Mariner Acquisition Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and the shareholders of Avolon Holdings Limited, a Cayman Islands exempted company (the “Company”) listed on Exhibit A hereto (each, a “Supporting Shareholder” and collectively, the “Supporting Shareholders”).
GUARANTEEGuarantee • September 4th, 2015 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • Delaware
This Guarantee, dated as of September 3, 2015 (this “Guarantee”), is made by HNA Group Co., Ltd., a limited company under the laws of the People’s Republic of China (the “Guarantor”), in favor of Avolon Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Guaranteed Party”). Reference is hereby made to the Merger Agreement among Guaranteed Party, Bohai Leasing Co. Ltd, a limited company existing under the laws of the People’s Republic of China and indirect Subsidiary of Guarantor (“Parent”), and Mariner Acquisition Ltd., an exempted company with limited liability under the laws of the Cayman Islands and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), dated as of the date hereof (the “Merger Agreement”). Capitalized terms used herein, but not otherwise defined herein, have the meanings ascribed to them in the Merger Agreement.
