0001208646-11-000092 Sample Contracts

GREENWICH KAHALA USA, INC EMPLOYMENT AGREEMENT
Employment Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on ________ effective as of _________ (the “Effective Date”), by and between Greenwich Kahala USA, Inc (the “Company”), and ____________ (“Executive”). Where the context permits, references to “the Company” shall include the Company and any successor of the Company.

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Form of Indemnification Agreement by and among Greenwich Kahala Aviation Ltd. and its Officers or Executive Directors INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

This Indemnification Agreement (“Agreement”) is made on __________, by and between Greenwich Kahala Aviation Ltd., a Bermuda exempted company (the “Company”), and __________ (“Indemnitee”).

PRIVATE PLACEMENT PURCHASE AGREEMENT
Private Placement Purchase Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec • New York

Private Placement Purchase Agreement (this "Agreement") made as of this day of , 2011, by and between Greenwich Kahala Aviation Ltd., a Bermuda exempted company incorporated under the Companies Act of 1981 of Bermuda (the "Company"), and the parties listed on Schedule 1 hereto (each, a "Purchaser" and, together, the “Purchasers”).

ASSIGNMENT AGREEMENT [MSN 24903]
Assignment Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

THIS ASSIGNMENT AGREEMENT [MSN 24903] dated as of March ___, 2011 (as supplemented and amended from time to time in accordance with the terms hereof, this “Assignment”), between FIRST GREENWICH KAHALA, LTD., a Cayman company (the “Assignor”), and GREENWICH KAHALA AVIATION LTD., a Bermuda company (the “Assignee”).

ADVISORY SERVICES AGREEMENT
Advisory Services Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec • New York

ADVISORY SERVICES AGREEMENT ("Agreement"), effective as of [•], 2011, by and among GREENWICH KAHALA SERVICES, LTD., a Bermuda company ("GKS"), GREENWICH KAHALA USA, INC., a Delaware corporation ("GK USA"), and GREENWICH KAHALA AVIATION LTD., a Bermuda company (“GKA”).

ASSIGNMENT AGREEMENT [MSN 24679]
Assignment Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

THIS ASSIGNMENT AGREEMENT [MSN 24679] dated as of March ___, 2011 (as supplemented and amended from time to time in accordance with the terms hereof, this “Assignment”), between FIRST GREENWICH KAHALA, LTD., a Cayman company (the “Assignor”), and GREENWICH KAHALA AVIATION LTD., a Bermuda company (the “Assignee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March __, 2011, is among Greenwich Kahala Aviation Ltd., a Bermuda corporation (the “Company”), GK Hannover, Inc. (“GK Hannover”), Michael P. Howard (“Howard” and, together with GK Hannover, the “Management Investors”), Bradley Smith (“Smith”), Michael Garland (“Garland”), Gerald Sherman (“Sherman”) and any Person who becomes a party to this Agreement by executing an Instrument of Accession (“Instrument of Accession”) in the form attached as Schedule 1 hereto. The Management Investors and each other Person who becomes a holder of the Purchased ADSs as a Permitted Transferee on the terms and conditions set forth herein (each term as defined below) are referred to collectively herein as the “Holders” and each individually as a “Holder”.

NON-EXECUTIVE DIRECTOR SERVICE AGREEMENT
Non-Executive Director Service Agreement • March 1st, 2011 • Greenwich Kahala Aviation Ltd. • Services-equipment rental & leasing, nec

Greenwich Kahala Aviation Ltd., a company incorporated under the laws of Bermuda with its principal executive office located at Fitzwilliam Hall, Fitzwilliam Place, Dublin 2, Ireland (the “Company”); and

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