exv10w7






Exhibit 10.7



THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND IN ACCORDANCE
WITH STATE SECURITIES LAWS.




			
	 	 	 
	WARRANT NO. 2
	 	DATE: JUNE 4, 2010






AIR LEASE CORPORATION




WARRANT TO PURCHASE



268,125 SHARES OF



COMMON STOCK



     This certifies that, for good and valuable consideration, Commonwealth Bank of Australia (the
“Original Warrantholder”) and its assigns, is entitled to acquire from Air Lease
Corporation, a Delaware corporation (the “Company”), subject to the terms and conditions
hereof, at any time and from time to time during the Exercise Period, 268,125 shares of fully paid
and non-assessable shares of the Company’s Common Stock, subject to adjustment from time to time as
set forth herein, at the Exercise Price; provided, however, that, prior to the receipt by the
Original Warrantholder of the Fed Approval, the Original Warrantholder shall be entitled to
acquire, first, a number of shares of the Company’s Class A Common Stock, par value $.01 per share
(the “Class A Common Stock”), such that, after giving effect to such acquisition, the
Warrantholder will Beneficially Own up to but no more than 4.99% of the outstanding shares of Class
A Common Stock, and second, shares of the Company’s Class B Non-Voting Common Stock, par value $.01
per share (the “Class B Common Stock”); provided further, however, that, after the receipt
by the Original Warrantholder of the Fed Approval, or if the Warrantholder is not subject to the
ownership limitations under the BHA, the Warrantholder shall only be entitled to acquire shares of
Class A Common Stock.



ARTICLE I




DEFINITIONS




	 	 	As used in this Warrant, the following capitalized terms shall have the following respective
meanings:






     Aggregate Offering Price: The meaning set forth in Section 3.03(b).




     Appraiser: A nationally recognized or major regional investment banking firm
or firm of independent certified public accountants of recognized standing.




     BHA: The Bank Holding Company Act of 1956, as amended.



 









 





          Beneficially Own: The meaning contemplated by Rule 13d-3 promulgated by the Securities
and Exchange Commission under the Securities Exchange Act of 1934, as amended.




          Business Day: A day other than a Saturday, Sunday or other day on which state
chartered banks in the State of California are authorized by law to remain closed.




          Cashless Exercise: The exercise of this Warrant in whole or in part by surrendering
this Warrant in exchange for (i) the number of Warrant Shares equal to the product of (A) the
number of shares as to which this Warrant is being exercised multiplied by (B) a fraction, the
numerator of which is the positive difference, if any, of the Per Share Market Value minus the
Exercise Price then in effect, and the denominator of which is the Per Share Market Value, and (ii)
a new Warrant evidencing the right to acquire the number of Warrant Shares for which this Warrant
has not yet been exercised.




          Class A Common Stock: The meaning set forth in the entitlement paragraph immediately
preceding Article I hereof.




          Class B Common Stock: The meaning set forth in the entitlement paragraph immediately
preceding Article I hereof.




          Common Stock: Both Class A Common Stock and Class B Common Stock.




          Company: The meaning set forth in the entitlement paragraph immediately preceding
Article I hereof.




          Effective Date: The date hereof.




          Exercise Period: From the Effective Date through 11:59 p.m., Los Angeles time, on the
Expiration Date.




          Exercise Price: $20.00 per Warrant Share, subject to adjustment from time to time as
set forth herein.




          Expiration Date: The seventh (7th) anniversary of the Effective Date
(unless such day is not a Business Day, in which event the next following Business Day).




          Fed Approval: Approval from the United States Federal Reserve Board pursuant to its
rules governing acquisitions by banks of voting securities of companies engaged in nonbanking
activities that would allow the Warrantholder to acquire 5% or more of the outstanding shares of
Class A Common Stock.




          Nasdaq: The Nasdaq Global Market.




          NYSE: The New York Stock Exchange.




          Offering: The offering for sale by the Company of shares of Common Stock pursuant to
one or more exemptions from registration under the Securities Act through FBR Capital Markets &
Co., a Delaware corporation, as initial purchaser and placement agent, pursuant to which the
original holder of this Warrant purchased shares of Common Stock at the price per share
established in such offering and in connection with which this Warrant was issued.




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     Per Share Market Value: As of any particular date of determination, (i) if
the Class A Common Stock is then listed on the NYSE or on Nasdaq, the average of the closing
sales prices (or, if no trade occurs on a relevant day, the average of the closing bid and
asked prices on such day) per share of Class A Common Stock (as reported by Bloomberg
Information Services, Inc., or any successor reporting service) on the NYSE or Nasdaq on the
ten consecutive Business Days immediately preceding such date of determination, (ii) if the
Class A Common Stock is not then listed on the NYSE or on Nasdaq, the average of the closing
bid and asked prices per share of Class A Common Stock in the United States domestic
over-the-counter market, as reported by the National Quotation Bureau Incorporated (or
similar organization or agency succeeding to its functions of reporting prices), on the ten
consecutive Business Days immediately preceding such date of determination, or (iii) if the
Class A Common Stock is not then publicly traded, the fair market value of a share of Class
A Common Stock as of such date of determination as determined in good faith by the Board of
Directors of the Company.




     Person: An individual, partnership, joint venture, corporation, trust, limited
liability company, unincorporated organization or government or any department or agency
thereof.




     Reorganization: The meaning set forth in Section 3.01.




     Rights and Rights Distribution Date: The respective meanings set
forth in Section 3.04.


     Securities Act: The Securities Act of 1933, as amended
from time to time.


     Subscription Form: The Subscription Form annexed hereto.




     Warrants: This Warrant and all other warrants that may be issued in
substitution or
replacement (in whole or in part) thereof.




     Warrantholder: The person(s) or entity(ies) to whom this Warrant is originally
issued, or any successor in interest thereto, or any assignee or transferee thereof.




     Warrant Shares: All shares of Common Stock and other securities issued or
issuable upon exercise of any Warrant.



ARTICLE II




DURATION AND EXERCISE OF WARRANT



     Section 2.01: Duration of Warrant. The Warrantholder may exercise this
Warrant at any time and from time to time during the Exercise Period. If this Warrant is not
exercised on or prior to the Expiration Date, it shall become void, and all rights hereunder shall
thereupon cease. If this Warrant is exercised, in whole or in part, on or prior to the Expiration
Date, the provisions of Articles I, VI, VII and VIII hereof shall survive the Expiration Date.



     Section 2.02: Exercise of Warrant.



          (a) The Warrantholder may exercise this Warrant, in whole or in part, by presentation and
surrender of this Warrant to the Company at its principal executive offices or at the office of
its stock transfer agent, if any, with the Subscription Form annexed hereto duly executed and
either:




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     (i) accompanied by payment of the full Exercise Price for each Warrant
Share to be purchased; or




     (ii) specifying on the Subscription Form the election to effect a Cashless
Exercise.


Upon an exercise of this Warrant pursuant to Section 2.02(a)(i), the Warrantholder shall be deemed
to have purchased the number of Warrant Shares for which the Warrant is exercised as specified in
the Subscription Form. Upon an exercise of this Warrant pursuant to Section 2.02(a)(ii), the
Warrantholder shall be deemed to have purchased the number of Warrant Shares equal to the product
of (i) the number of shares as to which this Warrant is being exercised multiplied by (ii) a
fraction, the numerator of which is the positive difference, if any, of the Per Share Market Value
minus the Exercise Price then in effect, and the denominator of which is the Per Share Market
Value.




          (b) Upon receipt of the documents and payment described in Section 2.02(a), the
Company shall cause to be issued certificates for the total number of whole Warrant Shares
purchased
by the Warrantholder pursuant to such exercise in such denominations as are requested for
delivery to
the Warrantholder, and the Company shall thereupon deliver such certificates to the
Warrantholder.
The Warrantholder shall be deemed to be the holder of record of such purchased Warrant Shares
as of
the close of business on the date on which delivery to the Company of all applicable documents
and
payment as contemplated by Section 2.02(a) is achieved, notwithstanding that the stock
transfer books
of the Company shall then be closed or that certificates representing such Warrant Shares
shall not then
be actually delivered to the Warrantholder. If, at the time this Warrant is exercised, a
registration
statement is not in effect to register under the Securities Act the issuance of the Warrant
Shares upon
exercise of this Warrant, the Company may require the Warrantholder to make such
representations,
and may place such legends on certificates representing the Warrant Shares, as may be
reasonably
required in the opinion of counsel to the Company to permit the Warrant Shares to be issued
without
such registration.




          (c) Certificates for the Warrant Shares so purchased pursuant to Section 2.02(a)
shall be delivered to the Warrantholder within a reasonable time, not exceeding five (5)
Business Days,
after this Warrant shall have been so exercised. In case the Warrantholder shall exercise
this Warrant
with respect to less than all of the Warrant Shares that may be purchased under this Warrant,
the
Company shall execute a new warrant in the form of this Warrant for the balance of such
Warrant
Shares and deliver such new warrant to the Warrantholder.




          (d) The Company shall pay any and all stock transfer and similar taxes that may be
payable in respect of the issue of this Warrant or in respect of the issue of any Warrant
Shares;
provided, however, that the Company shall not be required to pay any tax that may be payable
in
respect of any transfer of this Warrant, or the Warrant Shares, by any Warrantholder.




          (e) Notwithstanding the terms of this Section 2.02, if (i) the Warrantholder has not
elected to exercise this Warrant prior to the Expiration Date and (ii) the Exercise Price is
less than the
Per Share Market Value upon such Expiration Date, then (unless notice to the contrary is
provided by
the Warrantholder), this Warrant shall be deemed automatically exercised as to the maximum
number
of shares of Common Stock for which this Warrant is then exercisable pursuant to the
provisions of
Section 2.02(a)(ii) on such Expiration Date without any action by the Warrantholder. The
Company
shall be entitled to conclusively rely on a certification by the Warrantholder as to (A)
whether the
Warrantholder is subject to the BHA, (B) whether the Warrantholder has received the Fed
Approval








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and (C) if the Warrantholder is subject to the ownership limitations under the BHA and has not
received the Fed Approval, the number of shares of Class A Common Stock Beneficially Owned by the
Warrantholder, and if the Company does not receive such certification within five (5) Business Days
after requesting such certification from the Warrantholder, then the Company shall satisfy the
requirements of this Section 2.02(e) by issuing solely shares of Class B Common Stock in connection
with such deemed automatic exercise.




     Section 2.03: Reservation of Shares. The Company hereby agrees that at all times
there shall be reserved for issuance and delivery upon exercise of this Warrant such number of
Warrant Shares as may be issuable from time to time upon exercise of this Warrant. All such
Warrant Shares shall be duly authorized and, when issued upon such exercise, shall be validly
issued, fully paid and nonassessable, free and clear of all taxes, liens, security interests,
charges and other encumbrances or restrictions on sale and free and clear of all preemptive rights
(except for restrictions on transfer provided for herein, the restriction imposed by the legend
appearing at the top of Page 1 of this Warrant, liens or charges created by the Warrantholder,
income and franchise taxes incurred in connection with the exercise of this Warrant and taxes in
respect of any transfer occurring contemporaneously therewith).



     Section 2.04: Fractional Shares. Upon any exercise of this Warrant, the Company
shall not
be required to issue stock certificates representing a fraction of a Warrant Share, but may make a
cash payment in respect of any final fraction of a share based on the Per Share Market Value at
such time. If the Company elects not to make such a cash payment, or is unable to make such cash
payment, the Warrantholder shall be entitled to receive, in lieu of the final fraction of a share,
one whole Warrant Share.



ARTICLE III




ADJUSTMENT OF WARRANT SHARES AND EXERCISE PRICE UPON

CERTAIN EVENTS



     Section 3.01: Preservation of Rights in Certain Transactions. In case of (a)
any reclassification, capital reorganization or other change of outstanding shares of Common Stock
(other than a subdivision or a combination of the outstanding Common Stock and other than a change
in the par value of the Common Stock), (b) any payment of a dividend to holders of Common Stock of
capital stock of the Company other than Common Stock, (c) any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary in which the
Company is the continuing corporation and said merger does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock of the classes
issuable upon exercise of this Warrant) or (d) any sale, lease, transfer or conveyance to another
corporation of the property and assets of the Company as an entirety or substantially as an
entirety (each such action being referred to herein as a “Reorganization”), the Company
shall, as a condition precedent to consummating each such Reorganization, execute, and cause such
successor or purchasing corporation, as the case may be, to execute with the Warrantholder an
agreement granting the Warrantholder the right thereafter to receive, upon payment of the Exercise
Price in effect immediately prior to such Reorganization, in lieu of each Warrant Share issuable
upon exercise of this Warrant, the kind and amount of shares and other securities, cash and
property that such Warrantholder would have owned or been entitled to receive upon consummation of
such Reorganization in respect of a Warrant Share if it had been outstanding immediately prior to
such Reorganization. Such agreement shall provide for adjustments in respect of such shares of
stock and other securities and property, which shall be as



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nearly equivalent as may be practicable to the adjustments provided to such shares of stock and
other securities and property prior to such transaction by the Company. The provisions of this
Section shall similarly apply to successive reclassifications, capital reorganizations,
consolidations, mergers, sales or conveyances.




     Section 3.02: Common Stock Dividends; Common Stock Splits; Reverse Common
Stock Splits. If the Company, at any time while this Warrant is outstanding, (a) shall pay a
stock dividend on its Common Stock, (b) subdivide outstanding shares of Common Stock into a larger
number of shares, or (c) combine outstanding shares of Common Stock into a smaller number of
shares, then in each such case (i) the Exercise Price thereafter shall be equal to the product of
the Exercise Price in effect immediately prior to such event multiplied by a fraction, the
numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding before such event and the denominator of which shall be the number of shares of
Common Stock outstanding after such event and (ii) the number of Warrant Shares thereafter issuable
upon exercise of this Warrant shall be equal to the product of the number of Warrant Shares
issuable upon exercise of this Warrant immediately prior to such event multiplied by a fraction,
the numerator of which shall be the number of shares of Common Stock (excluding treasury shares, if
any) outstanding after such event and the denominator of which shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding before such event. Any adjustment made
pursuant to this Section 3.02 shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision, combination or
reclassification. If any dividend or distribution which resulted in an adjustment in the Exercise
Price and issuable Warrant Shares pursuant to this Section 3.02 is declared but not so paid or
made, the Exercise Price and issuable Warrant Shares shall, immediately upon the determination by
the Board of Directors of the Company not to pay such dividend or distribution, be recomputed to
the Exercise Price and issuable Warrant Shares that would have been in effect if such dividend or
distribution had not been declared.



     Section 3.03: Rights; Options; Warrants; Convertible Securities.



          (a) Subject to Section 3.04, if the Company, at any time while this Warrant is outstanding,
shall issue rights, options, warrants or convertible securities to any Person entitling the holder
thereof, upon the exercise or conversion thereof, to subscribe for or purchase shares of Common
Stock at a price per share less than the Per Share Market Value as of the date of such issuance,
then in each such case (a) the Exercise Price after the record date fixed for determination of
stockholders entitled to receive such issuance (or, if no record date is used, after the date of
issuance of such rights, options, warrants or convertible securities) shall be equal to the
product of the Exercise Price in effect immediately prior to such record date (or issuance date,
as applicable) multiplied by a fraction (which shall not be greater than one (1)), the numerator
of which shall be the number of shares of Common Stock (excluding treasury shares, if any)
outstanding on such record date plus the number of shares of Common Stock that the Aggregate
Offering Price (as defined below) of the shares offered for subscription or purchase pursuant to
such rights, options, warrants or convertible securities would purchase at a per share price equal
to such Per Share Market Value, and the denominator of which shall be the number of shares of
Common Stock (excluding treasury shares, if any) outstanding on such record date plus the number
of additional shares of Common Stock offered for such subscription or purchase, and (b) the number
of Warrant Shares issuable upon exercise of this Warrant after the record date fixed for
determination of stockholders entitled to receive such issuance (or, if no record date is used,
after the date of issuance of such rights, options, warrants or convertible securities) shall be
equal to the product of the number of Warrant Shares issuable upon exercise of this Warrant











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immediately prior to such record date (or issuance date, as applicable) multiplied by a
fraction, the numerator of which shall be the Exercise Price in effect immediately prior to such
record date (or issuance date, as applicable), and the denominator of which shall be the adjusted
Exercise Price determined pursuant to clause (a). Such adjustment shall be made whenever such
rights, options, warrants or convertible securities are issued, and shall become effective
immediately after the record date for the determination of stockholders entitled to receive such
rights, options, warrants or convertible securities (or, if no record date is used, after the date
of issuance of such rights, options, warrants or convertible securities). Upon the expiration of
any such rights, options, warrants or convertible securities without exercise or conversion thereof
in full for or into Common Stock, the issuance of which resulted in an adjustment in the Exercise
Price and issuable Warrant Shares pursuant to this Section 3.03, the Exercise Price and issuable
Warrant Shares shall immediately upon such expiration be recomputed to the Exercise Price that
would have been in effect had the adjustment of the Exercise Price and issuable Warrant Shares made
upon the issuance of such rights, options, warrants or convertible securities been made on the
basis of (i) the number of shares of Common Stock actually purchased upon the exercise or
conversion thereof and (ii) the Aggregate Offering Price actually received by the Company in
respect of only the rights, options, warrants or convertible securities actually exercised or
converted for which shares of Common Stock were actually issued by the Company.




          (b) “Aggregate Offering Price” shall mean, in respect of any right, option, warrant
or convertible security issued by the Company, the sum of (i) the consideration received by
the
Company for the issuance of such right, option, warrant or convertible security plus (ii) the
minimum
consideration payable to the Company upon exercise or conversion in full of such right,
option,
warrant or convertible security (excluding the forfeiture of such convertible security) for
the issuance
of the underlying shares of Common Stock.




          (c) Any sale by the Company of, and any agreement by the Company to sell, shares
of Common Stock to any Person at a price per share less than the Per Share Market Value as of
the
date of such sale or agreement (as applicable) shall be deemed to be an issuance by the
Company of a
right to purchase such shares that has been exercised in full and shall be subject to the
adjustment
provisions of Section 3.03(a).




          (d) Any reduction in the exercise or conversion price per share of Common Stock
under any outstanding right, option, warrant or convertible security shall be deemed an
expiration
without exercise or conversion of such outstanding right, option, warrant or convertible
security and a
new issuance by the Company of such right, option, warrant or convertible security at the
reduced
exercise or conversion price per share of Common Stock.




     Section 3.04: Stockholder Rights Plan. Notwithstanding Section 3.03, in
the event that the
Company shall distribute “poison pill” rights pursuant to a “poison pill” stockholder rights plan
(the “Rights”), the Company shall, in lieu of making any adjustment pursuant to this
Article III, make proper provision so that each Warrantholder who exercises a Warrant after the
record date for such distribution and prior to the expiration or redemption of the Rights shall
be entitled to receive upon such exercise, in addition to the shares of Common Stock issuable
upon such exercise, a number of Rights to be determined as follows: (a) if such exercise occurs
on or prior to the date for the distribution to the holders of Rights of separate certificates
evidencing such Rights (the “Rights Distribution Date”), the number of Rights to which a
holder at the time of such exercise of a number of shares of Common Stock equal to the number of
shares of Common Stock issuable upon such Warrant exercise would be entitled in accordance with
the terms and provisions of and applicable to the Rights



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(assuming such shares had been outstanding at the record date for the distribution of the
Rights); and (b) if such exercise occurs after the Rights Distribution Date, the number of Rights
to which a holder on the Rights Distribution Date of a number of shares of Common Stock equal to
the number of shares of Common Stock issuable upon such Warrant exercise would be entitled in
accordance with the terms and provisions of and applicable to the Rights (assuming such shares had
been outstanding at the record date for the distribution of the Rights), and in each case subject
to the terms and conditions of the Rights.




     Section 3.05: Implementation and Rounding. No adjustment in the Exercise
Price shall be required unless the adjustment would require an increase or decrease of at least 1%
of the Exercise Price. If the adjustment is not made because the adjustment does not change the
Exercise Price by at least 1%, then the adjustment that is not made shall be carried forward and
taken into account in any future adjustment. All calculations under this Article III shall be made
to the nearest cent or the nearest 1/100th of a share, as the case may be.



     Section 3.06: Exceptions to Adjustment. Notwithstanding any other Section of
this Article III, no adjustment in the Exercise Price or issuable Warrant Shares shall be made for
(a) the issuance of any shares of Common Stock pursuant to any present or future plan providing
for the reinvestment of dividends or interest payable on the Company’s securities and the
investment of additional optional amounts in shares of Common Stock under any plan; (b) the
issuance of any shares of Common Stock, restricted stock units or options or rights (including
stockholder appreciation rights) to purchase such shares pursuant to any of the Company’s present
or future employee, director, or consultant benefit plans, or employee agreements, arrangements or
programs; (c) the issuance of any shares of Common Stock pursuant to any option, warrant or right,
or exercisable, exchangeable or convertible security outstanding as of the Effective Date; or (d)
a change in the par value of Common Stock.



ARTICLE IV




NOTICES TO WARRANTHOLDER



     Section 4.01: Notice of Events. The Company shall give notice to the
Warrantholder by registered mail if at any time prior to the expiration or exercise in full of
the Warrant, any of the following events shall occur:



          (a) the Company shall authorize the payment of any dividend upon shares of
Common Stock payable in any securities or authorize the making of any distribution to all
holders of
Common Stock;




          (b) the Company shall authorize the issuance of any additional shares of Common
Stock or of rights, options or warrants to subscribe for or purchase Common Stock (other than
pursuant
to bona fide employee benefit plans);




          (c) the Company shall authorize or engage in a dissolution, liquidation or winding
up of the affairs of the Company; or




          (d) the Company shall authorize or engage in a Reorganization.







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     Such notice shall be given to the Warrantholder (i) at least ten (10) Business Days prior
to the earliest of (i) the record date for the determination of stockholders entitled to vote on
such event, (ii) the record date for the determination of stockholders entitled to such dividend,
distribution or subscription rights or (iii) the effective date of such event. Such notice shall
specify any such record date.



     Section 4.02: Notice of Adjustment. Whenever the Exercise Price or
issuable Warrant Shares are adjusted pursuant to Article III, the Company shall promptly deliver
to the Warrantholder a notice setting forth the Exercise Price and issuable Warrant Shares after
such adjustment and setting forth a brief statement of the facts requiring such adjustment.



ARTICLE V




SPLIT-UP, COMBINATION, EXCHANGE, TRANSFER AND REPLACEMENT

OF WARRANTS



     Section 5.01: Split-Up, Combination, Exchange and Transfer of Warrants.
This Warrant
may be split up, combined or exchanged for another Warrant or Warrants containing the same terms
to purchase a like aggregate number of Warrant Shares. If the Warrantholder desires to split up,
combine or exchange Warrants, he or it shall make such request in writing delivered to the Company
and shall surrender to the Company any Warrants to be so split up, combined or exchanged. Upon any
such surrender for a split up, combination or exchange, the Company shall execute and deliver to
the person entitled thereto a Warrant or Warrants, as the case may be, as so requested. The
Company may require such Warrantholder to pay a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any split up, combination or exchange of Warrants.



     Section 5.02: Transfer. This Warrant may be assigned, in whole or in part as
to a specified number of Warrant Shares issuable hereunder, without the consent of the Company
subject to compliance with the provisions of the Securities Act and the rules and regulations
promulgated thereunder.



     Section 5.03: Lost, Stolen, Mutilated or Destroyed Warrants. If this Warrant
is lost, stolen, mutilated or destroyed, the Company shall, subject to such reasonable terms as to
indemnity or otherwise as it may request, issue a new Warrant of like denomination and tenor as
and in substitution for this Warrant.



ARTICLE VI




REGISTRATION RIGHTS



     Section 6.01: Registration Rights. The Warrant Shares shall have
registration rights to the same extent as the registration rights provided to the shares of
Common Stock that the Company shall issue pursuant to the Offering, as set forth in the
Registration Rights Agreement to be entered into by the Company and FBR Capital Markets & Co., a
Delaware corporation, on or about the Effective Date.







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ARTICLE VII




REPRESENTATIONS AND WARRANTIES



     Section 7.01: Representations and Warranties of the Company. The Company
hereby represents and warrants to the Warrantholder as follows:



          (a) The execution and delivery by the Company of this Warrant and the
performance of all obligations of the Company hereunder, including the issuance to the
Warrantholder
of the Warrant Shares, (i) have been duly authorized by all necessary corporate action on the
part of the
Company, its Board of Directors and stockholders, (ii) do not conflict with or violate the
Company’s
Articles of Incorporation or Bylaws, (iii) do not contravene any law or governmental rule,
regulation or
order applicable to it and (iv) do not contravene any provision of, or constitute a default
under, any
material indenture, mortgage, deed of trust, loan agreement, contract or other instrument or
agreement
to which the Company is a party or by which it is bound or to which any of the property or
assets of
the Company is subject.




          (b) This Warrant constitutes the legal, valid and binding agreement of the Company,
enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency,
reorganization, moratorium or other laws affecting the enforcement of creditors’ rights
generally.




     Section 7.02: Representations and Warranties of the Warrantholder. The
Warrantholder hereby represents and warrants to the Company as follows:



          (a) Purchase for Own Account. This Warrant will be acquired for investment for
the Warrantholder’s account, not as nominee or agent, and not with a view to sale or
distribution in
violation of applicable federal and state securities laws. The Warrantholder has not been
formed for
the specific purpose of acquiring this Warrant or the Warrant Shares. The Warrantholder
represents
that it does not have any contract, undertaking, agreement or arrangement with any person to
sell,
transfer or grant participations to such person or to any third person, with respect to any
Warrant
Shares.




          (b) Shares not Registered. The Warrantholder understands that the Warrant Shares
at the time of issuance may not be registered under the Securities Act, and applicable state
securities
laws, on the ground that the issuance of such securities is exempt under the Securities Act
and state
law exemptions relating to offers and sales not by means of a public offering, and that the
Company’s
reliance on such exemptions is predicated on the Warrantholders’ representations set forth
herein. The
Warrantholder acknowledges that the Warrant Shares may not be offered sold,
transferred,
hypothecated or otherwise assigned except (i) pursuant to a registration statement with
respect to the
Warrant Shares that is effective under the Securities Act or pursuant to an available
exemption from
registration under the Securities Act relating to the disposition of the Warrant Shares and
(ii) in
accordance with applicable state securities laws.




          (c) Investment Experience. The Warrantholder understands that the ownership of
this Warrant and the Warrant Shares involves substantial risk. The Warrantholder (i) has
sufficient
knowledge and experience in financial and business affairs that it can evaluate the risks and
merits of
its investment in this Warrant and the Warrant Shares and (ii) can bear the economic risk of
such
Warrantholder’s investment in this Warrant and the Warrant Shares. The Warrantholder
acknowledges
that it has asked questions of, and received answers from, the Company and obtained such
information




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as it deems relevant to making an investment decision with respect to this Warrant and the
Warrant Shares.




          (d) Accredited Investor. The Warrantholder is an “accredited investor” as such
term is defined in Regulation D under the Securities Act.




ARTICLE VIII




OTHER MATTERS



     Section 8.01: Amendments and Waivers. The provisions of this Warrant,
including without limitation the provisions of this sentence, and all rights hereunder may not be
amended, modified or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, without the written consent of (a) a majority of the independent and
disinterested members of the Board of Directors of the Company and (b) the Warrantholder.



     Section 8.02: Governing Law. This Warrant shall be governed by and
construed in
accordance with the internal laws (and not the laws pertaining to conflicts or choice of law) of
the State of New York. Each party hereby irrevocably submits to the nonexclusive jurisdiction of
the state and Federal courts sitting in the City of New York, State of New York, for the
adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert
in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction
of any such court, or that such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such
suit, action or proceeding by mailing a copy thereof to such party at the address for such notices
to it under this Warrant and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any
right to serve process in any manner permitted by law. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED
HEREIN.



     Section 8.03: Severability. In the event that any one or more of the
provisions contained
herein, or the application thereof in any circumstances, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provisions in every other
respect and of the remaining provisions contained herein shall not be affected or impaired
thereby.



     Section 8.04: Attorneys’ Fees. In any action or proceeding brought to
enforce any provisions of this Warrant, or where any provisions hereof or thereof is validly
asserted as a defense, the successful party shall be entitled to recover reasonable attorneys’
fees and disbursements in addition to its costs and expenses and any other available remedy.



     Section 8.05: Notice. All notices, requests, demands, directions and other
communications (“Notices”) concerning this Warrant shall be in writing and shall be
mailed or delivered by a nationally recognized next-day courier or delivered personally or sent
by telecopier or facsimile to the applicable party at the address of such party set forth below.
When mailed, each such Notice shall be sent by first class, certified mail, return receipt
requested, enclosed in a postage prepaid wrapper, and shall be effective on the fifth Business
Day after it has been deposited in the mail. When delivered by a



11









 




nationally recognized next-day courier, each such Notice shall be sent utilizing a next-day
service, and shall be effective on the first Business Day after it has been dispatched. When
delivered personally, each such Notice shall be effective when delivered to the address for the
respective party set forth herein provided that it is delivered on a Business Day and further
provided that it is delivered prior to 5:00 p.m., local time of the party to whom the notice is
being delivered, on that Business Day; otherwise, each such Notice shall be effective on the first
Business Day occurring after the Notice is delivered. When sent by telecopier or facsimile, each
such Notice shall be effective on the day on
which it is sent provided that it is sent on a Business Day and further provided that it is sent
prior to 5:00 p.m., local time of the party to whom the Notice is being sent, on that Business
Day; otherwise, each such Notice shall be effective on the first Business Day occurring after the
Notice is sent. Each such Notice shall be addressed as follows: if to the Warrantholder, addressed
to it or him at:



Commonwealth Bank of Australia

Level 17 Darling Park Tower 1

201 Sussex Street

Sydney NSW 2000

Australia




	 	 	 	 	 

	 

	 	Attention:
	 	Executive General Manager, Group Mergers and Acquisitions

Group Strategic Development
	 

	 	Facsimile:
	 	(02) 9118 7679






     or, if the Warrantholder has designated, by notice in writing to the Company, any other
address, to such other address, and if to the Company, addressed to it at:


Air Lease Corporation

2000 Avenue of the Stars, Suite 600N

Los Angeles, California 90067




	 	 	 	 	 

	 

	 	Attention:
	 	General Counsel
	 

	 	Facsimile:
	 	(310) 553-0999





with a concurrent copy (which shall not constitute notice) to:



Gibson, Dunn & Crutcher LLP

333 South Grand Avenue

Los Angeles, California 90071




	 	 	 	 	 

	 

	 	Attention:
	 	Dhiya El-Saden, Esq.
	 

	 	Facsimile:
	 	(213)229-6196






     The Company may change its address by written notice to the Warrantholder and the
Warrantholder may change its or his address by written notice to the Company.



     Section 8.06: Headings and Captions; Section References. The article,
section and paragraph headings and captions herein are included for convenience of reference only
and shall be ignored in the construction or interpretation of this Warrant. All references to an
Article or Section include all subparts thereof.



     Section 8.07: No Rights as Stockholder. This Warrant shall not entitle the
Warrantholder to any rights as a stockholder of the Company, including without limitation, the
right to vote, to receive dividends and other distributions, or to receive notice of, or to
attend, meetings of stockholders or any



12









 




other proceedings of the Company, except to the extent exercised for Warrant Shares in accordance
with the terms hereof.





	 	 	Section 8.08: Survival. If this Warrant is exercised, in whole or in part,
on or prior to the Expiration Date, the provisions of Articles I, VI, VII and VIII hereof shall
survive the Expiration Date.





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     IN WITNESS WHEREOF, this Warrant has been duly executed by the Company under its
corporate seal as of the 4th day of June, 2010.



	 	 	 	 	 
	 	AIR LEASE CORPORATION

 	 
	 	By:  	/s/ Steven F. Udvar-Házy
 	 
	 	 	Name:  	Steven F. Udvar-Házy 	 
	 	 	Title:  	Chairman and Chief Executive Officer 	 
	 



	 	 	 	 	 

	Attest:

	 	/s/ Grant A. Levy
	 	 
	 

	 	 	 	 
	 

	 	Secretary	 	 






Commonwealth Bank of Australia Warrant








 









 








ASSIGNMENT




(To be executed only upon assignment of Warrant Certificate)



     For value received,                                          hereby sells, assigns and transfers unto
                                         the within Warrant with respect to the number of Warrant Shares
issuable upon exercise of said Warrant set forth below, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint                                          attorney, to
transfer said Warrant on the books of the within-named Company, with full power of substitution in
the premises:



	 	 	 	 	 	 	 	 	 
	Name(s) of	 	 	 	 	 	 
	Assignee(s)	 	Address	 	 	No. of Warrant Shares	 
	 
	 	 	 	 	 	 	 	 





     And if said number of Warrant Shares shall not be all of the Warrant Shares issuable upon
exercise of said Warrant, a new Warrant is to be issued in the name of said undersigned for the
balance remaining of the Warrant Shares issuable upon exercise of said Warrant.




	 	 	Dated:                          





 
Note: The above signature should correspond

exactly with the name of the Warrantholder.




 









 





SUBSCRIPTION FORM

(To be executed upon exercise of Warrant pursuant to Section 2.02)



CHECK ONLY BOX A OR BOX B (CAPITALIZED TERMS HAVE THE MEANINGS SET
FORTH IN THE WITHIN WARRANT):





	A. 	o	The undersigned IS subject to the ownership limitations under the BHA and
HAS NOT received the Fed Approval, and the undersigned Beneficially Owns only
	 
	 	 	                    __________ shares of Class A Common Stock
	 
	 	 	(the undersigned acknowledges that (i) it will only be entitled to acquire a number of
shares of the
Class A Common Stock upon this exercise of the within Warrant such that, after giving
effect to such acquisition, the undersigned will Beneficially Own no more than 4.99% of
the outstanding shares of Class A Common Stock, and (ii) the balance of the shares
being purchased hereby will consist of Class B Common Stock); AND:






	 	CHECK ONLY ONE OF THE FOLLOWING:
	 
	 	o	 	 The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder,
                         shares of Common Stock, as provided for therein, and tenders herewith payment of the
purchase price in full in the form of cash or a certified or official bank check in the
amount of $                          .
	 
	 	 	 	OR
	 
	 	o	 	 The undersigned hereby irrevocably elects to exercise the within Warrant for
                          shares of Common Stock pursuant to a Cashless Exercise as provided
for in Section 2.02(a)(ii) of said Warrant.





OR





	B. 	o	 The undersigned HAS received the Fed Approval or IS NOT subject to the ownership limitations
under the BHA; AND:






	 	CHECK ONLY ONE OF THE FOLLOWING:     
	 
	 	o	 	 The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant for, and to purchase thereunder,
                         shares of Class A Common Stock, as provided for therein, and tenders herewith
payment of the purchase price in full in the form of cash or a certified or official bank
check in the amount of $                          .
	 
	 	 	 	OR
	 
	 	o	 	 The undersigned hereby irrevocably elects to exercise the within Warrant for
                         shares of Class A Common Stock pursuant to a Cashless Exercise as
provided for in Section 2.02(a)(ii) of said Warrant.




 









 











SUBSCRIPTION FORM

(To be executed upon exercise of Warrant pursuant to Section 2.02)

(Continued)




     Please issue a certificate or certificates for such Common Stock in the
name of:



	 	 	 	 

	 

	 	Name:                                                 
                    
                  	 
	 
	 	 	 
	 
	 	 	 
	 

	 	 
	 
	 
	 	 	 
	 

	 	 
	 
	 
	 	 	 
	 

	 	 
(Please Print Name, Address and

Social Security Number)	 






     And if said number of Warrant Shares shall not be all of the Warrant Shares issuable upon
exercise of said Warrant, a new Warrant is to be issued in the name of the undersigned for the
balance remaining of the Warrant Shares issuable upon exercise of said Warrant, and if such balance
remaining shall not be a whole number it shall be rounded up to the next higher whole number of
shares.



     Dated:                                         



 
Note: The above signature should correspond exactly

with the name of the Warrantholder.





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