Exhibit 10.2


 


EXECUTION VERSION


 


COMPANY SUPPORT AND MUTUAL RELEASE AGREEMENT


 


This Company Support
and Mutual Release Agreement (this “Agreement”) is made and entered into as of December 8, 2019, by and
among Monocle Holdings Inc., a Delaware corporation (“Newco”), Monocle Acquisition Corporation, a Delaware
corporation (“Monocle”) and the other Persons whose names appear on the signature pages hereto
(each such Person, a “Stockholder” and, collectively, the “Stockholders”).
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger
Agreement (as defined below).


 


R E C I T A L S


 


A.           On
December 8, 2019, AerSale Corp., a Delaware corporation (the “Company”), Newco, Monocle, Monocle Merger
Sub 1 Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Newco (“Merger Sub 1”), and
Monocle Merger Sub 2 LLC, a Delaware limited liability company and indirect, wholly-owned subsidiary of Newco (“Merger
Sub 2”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) that, among
other things, provides for (i) the merger of Merger Sub 1 with and into Monocle, with Monocle being the surviving entity, and (ii)
the merger of Merger Sub 2 with and into the Company (the “Merger”), with the Company being the surviving
entity of the Merger.


 


B.            The
Stockholders agree to enter into this Agreement with respect to all common stock of the Company, par value $0.01 per share (the
“Company Common Stock”) and all 8.65% Senior Cumulative Preferred Stock of the Company, par value $0.01
(the “Company Preferred Stock”) that the Stockholders now or hereafter own, beneficially (as defined
in Rule 13d-3 under the Securities Exchange Act) or of record.


 


C.            The
Stockholders are the owners of, and, to the extent applicable, have sole voting power over, such number of shares of Company Common
Stock and Company Preferred Stock as are indicated opposite each of their names on Schedule A attached hereto.


 


D.            Each
of Newco, Monocle and the Stockholders has determined that it is in its best interests to enter into this Agreement.


 


NOW, THEREFORE, in consideration
of the foregoing and the respective representations, warranties, covenants and agreements set forth below and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:


 


1.             Definitions.
When used in this agreement, the following terms in all of their tenses, cases and correlative forms shall have the meanings assigned
to them in this Section 1 or elsewhere in this agreement.


 






    


     


    

 


“Beneficially
Own”, “Beneficial Owner” or “Beneficial Ownership” shall have
the meaning (or the correlative meaning, as applicable) set forth in Rule 13d-3 and Rule 13d-5(b)(i) of the rules and regulations
promulgated under the Securities Exchange Act.


 


“Company
Securities” means, collectively, any Company Common Stock, any Company Preferred Stock, any securities convertible
into or exchangeable for any Company Common Stock or Company Preferred Stock, or any interest in or right to acquire any of the
foregoing, whether now owned or hereafter acquired by any party hereto.


 


“Expiration
Time” shall mean the earlier to occur of (a) the Effective Time and (b) such date and time as the Merger Agreement
shall be terminated in accordance with Section 11.1 thereof.


 


“Securities
Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.


 


“Transfer”
shall mean any direct or indirect sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer, or
entry into any Contract with respect to any sale, assignment, encumbrance, pledge, hypothecation, disposition, loan or other transfer,
excluding entry into this Agreement, any Letter of Transmittal and the Merger Agreement and the consummation of the transactions
contemplated hereby and thereby.


 


2.             Agreement
to Retain the Company Securities.


 


2.1           No
Transfer of Company Securities. Until the Expiration Time, each Stockholder agrees not to Transfer any Company Securities;
provided that any Stockholder may Transfer any such Company Securities (i) pursuant to the terms of the Merger Agreement
and (ii) to any other Stockholder or any Affiliate of any such Stockholder or to any family member (including a trust for such
family member’s benefit) of such Stockholder if the transferee of such Company Securities evidences in a writing reasonably
satisfactory to Monocle such transferee’s agreement to be bound by and subject to the terms and provisions hereof to the
same effect as such transferring Stockholder.


 


2.2          Additional
Purchases. Until the Expiration Time, each Stockholder agrees that any Company Securities that such Stockholder
purchases or otherwise hereinafter acquires after the execution of this Agreement and prior to the Expiration Time shall be subject
to the terms and conditions of this Agreement to the same extent as if they were owned by such Stockholder as of the date hereof.


 


2.3           Unpermitted
Transfers.  Any Transfer or attempted Transfer of any Company Securities in violation of this Section 2 shall,
to the fullest extent permitted by applicable Law, be null and void ab initio.


 


3.             Additional
Agreements. The Stockholders shall not exercise, and hereby irrevocably and unconditionally waive, any statutory rights (including
under Section 262 of the DGCL) to demand appraisal of any Company Securities that may arise in connection with the Merger or the
Merger Agreement. Each party hereto agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against any other party
hereto or any of such party’s Affiliates, successors or directors challenging the validity of, or seeking to enjoin the
operation of, any provision of this Agreement.


 






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4.             Representations
and Warranties of the Stockholders. Each Stockholder hereby represents and warrants to Newco and Monocle as follows:


 


4.1           Due
Authority. Such Stockholder has the full power and authority to make, enter into and carry out the terms of
this Agreement. This Agreement has been duly and validly executed and delivered by such Stockholder and constitutes a valid and
binding agreement of such Stockholder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as
to enforceability, to general principles of equity.


 


4.2           Ownership
of the Company Securities. As of the date hereof, such Stockholder is the owner of the Company Securities indicated
on Schedule A hereto opposite such Stockholder’s name, free and clear of any and all Liens, other than those created
by this Agreement, applicable securities Laws and the Amended and Restated Stockholders Agreement. Such Stockholder has and will
have until the Expiration Time sole voting power (including the right to control such vote as contemplated herein) (if applicable),
power of disposition, power to issue instructions with respect to the matters set forth in this Agreement and power to agree to
all of the matters applicable to such Stockholder set forth in this Agreement, in each case, over all of the Company Securities
currently or hereinafter owned by such Stockholder. As of the date hereof, such Stockholder does not own any capital stock or
other voting securities of the Company other than the Company Securities set forth on Schedule A opposite such Stockholder’s
name. As of the date hereof, such Stockholder does not own any rights to purchase or acquire any shares of capital stock or other
equity securities of the Company or its Subsidiaries, except as set forth on Schedule A opposite such Stockholder’s
name.


 


4.3           No
Conflict; Consents. (a)  The execution and delivery of this Agreement by such Stockholder does not,
and the performance by such Stockholder of the obligations under this Agreement and the compliance by such Stockholder with any
provisions hereof do not and will not: (i) conflict with or violate any applicable Law applicable to such Stockholder, (ii) contravene
or conflict with, or result in any violation or breach of, any provision of any charter, certificate of incorporation, articles
of association, by-laws, operating agreement or similar formation or governing documents and instruments of such Stockholder,
or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a
default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation
of a Lien on any of the Company Securities owned by such Stockholder pursuant to any Contract to which such Stockholder is a party
or by which such Stockholder is bound, in each case, except to the extent that the occurrence of any of the foregoing would not
materially affect the ability of such Stockholder to perform its obligations under this Agreement.


 






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(b)           No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Authority
or any other Person is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement
or the consummation by such Stockholder of the transactions contemplated hereby, in each case, except to the extent that the occurrence
of any of the foregoing would not materially affect the ability of such Stockholder to perform its obligations under this Agreement.


 


4.4           Absence
of Litigation. As of the date hereof, there is no Action pending against or, to the knowledge of such Stockholder,
threatened against such Stockholder that would reasonably be expected to impair the ability of such Stockholder to perform such
Stockholder’s obligations hereunder or to consummate the transactions contemplated hereby.


 


5.             Stockholder
Release. (a) Effective as of the Effective Time, each Stockholder irrevocably and unconditionally releases, acquits and forever
discharges Newco, Monocle and each of their respective Affiliates (including, from and after the Closing, the Company and its
subsidiaries) and each current, former and future holder of any equity, voting, partnership, limited liability company or other
interest in, and each controlling person, subsidiary, director, officer, employee, member, manager, general or limited partner,
stockholder, agent, attorney, representative, affiliate, heir, assignee or successor of, Monocle or any affiliate of Monocle (or
any former, current or future holder of any equity, voting, partnership, limited liability company or other interest in, and each
controlling person, director, officer, employee, member, manager, general or limited partner, agent, representative, affiliate
or assignee of any of the foregoing), in each case, in their capacity as such (collectively, the “Monocle Released
Parties”) from any and all claims, demands, executions, judgments, debts, dues, accounts, bonds, contracts,
covenants (whether express or implied), damages, Actions, causes of action, rights, costs, losses, obligations, liabilities, expenses,
compensation or suits in equity, of whatsoever kind or nature, in contract or in tort, at law or in equity, that such Stockholder
has, will or might have in each case arising out of anything done, omitted, suffered or allowed to be done by any Monocle Released
Party, in each case whether heretofore or hereafter accrued or unaccrued and whether foreseen or unforeseen or known or unknown,
including pursuant to any agreement, understanding, representation or promise by, between or among any Monocle Released Party,
on the one hand, and any Stockholder, on the other hand, any claim for indemnification, contribution or other relief, any claim
relating to the organization, management, operation, valuation or prospects of the business of Monocle or the Company and
its Subsidiaries, any claim relating to any investment in Monocle or the Company or its
Subsidiaries or employment by the Company and its Subsidiaries,
any claim relating to any inducement to enter into this Agreement and any claim relating to any allocation of the Merger Consideration
among the Company Stockholders, in each case to the extent related to any matter, occurrence, action or activity on or prior to
the Closing Date (collectively, the “Stockholder Released Claims”); provided that, notwithstanding
the foregoing, the Stockholder Released Claims shall not include, and nothing contained in this Agreement shall release, waive,
discharge, relinquish or otherwise affect the rights or obligations of any Stockholder with respect to, (i) any claims pursuant
to this Agreement or claims to enforce this Agreement; (ii) any claims under the Merger Agreement (including any rights to payment
under the Merger Agreement) or any certificate, document or instrument executed pursuant to the terms of the Merger Agreement
(including, without limitation, any Letter of Transmittal); or (iii) if (and only if) a Stockholder is an officer or director
of the Company or any of its Subsidiaries, any rights with respect to any directors’ and officers’ liability insurance
policy maintained by the Company or any of its Subsidiaries, or to any indemnification, exculpation or advancement of expenses
from the Company or a Subsidiary of the Company. Each Stockholder agrees that it shall not commence, threaten or institute any
legal actions, including litigation, arbitration or any other legal proceedings of any kind whatsoever, in law or equity, or assert
any claim, demand, action or cause of action against the Monocle Released Parties based upon any Stockholder Released Claims.
Notwithstanding anything to the contrary herein, no Stockholder is releasing any claims that cannot be released as a matter of
law.


 






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(b) Each Stockholder:


 


(i) acknowledges that
this release shall apply to all unknown or unanticipated results of any action of any other Stockholder, as well as those known
and anticipated;


 


(ii) acknowledges and
agrees that the Stockholder may hereafter discover claims or facts in addition to or different from those that they now know or
believe to exist with respect to the subject matter of this release and which, if known or suspected at the time of executing this
release, may have materially affected this Agreement, but nevertheless expressly accept and assume the risk of such possible differences
in fact, agree that this release shall be and remain effective, notwithstanding any such differences and hereby waive any rights,
claims or causes of action that might arise as a result of such different or additional claims or facts and acknowledge that they
understand the significance and potential consequence of such a release of unknown claims;


 


(iii) in furtherance
thereof, and without limiting the foregoing, expressly waives any and all rights and benefits conferred by the provisions of Section
1542 of the California Civil Code and by any similar provision of the applicable Laws of any other jurisdiction, including California,
Delaware and New York, and expressly consents that this release shall be given full force and effect according to each of its express
terms, including those relating to unknown or unsuspected claims;


 


(iv) represents that
this release is executed voluntarily with full knowledge of its significance and legal effect, consents that the claims, demands,
damages, Actions, causes of action, rights, costs, losses, expenses, compensation or suits in equity, of whatsoever kind or nature,
in contract or in tort, at law or in equity, released hereunder be construed as broadly as possible and acknowledges and agrees
that no Stockholder has relied, in whole or in part, on any statements or representations made by or on behalf of any Monocle Released
Party in connection herewith or otherwise except as otherwise set forth in this Agreement or the Merger Agreement.


 






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6.             Monocle
Release. (a) Effective as of the Effective Time, Newco and Monocle,
on behalf of themselves and the other Monocle Parties and each of their respective affiliates (including, from and after the Closing,
the Company and its Subsidiaries) and each of their current and former officers, directors, employees, partners, members, advisors,
successors and assigns (collectively, the “Monocle Releasing Parties”) irrevocably and unconditionally
releases, acquits and forever discharges each of the Stockholders and each of their respective affiliates and each current, former
and future holder of any equity, voting, partnership, limited liability company or other interest in, and each controlling person,
subsidiary, director, officer, employee, member, manager, general or limited partner, stockholder, agent, attorney, representative,
affiliate, heir, assignee or successor of, such Stockholder or any affiliate of such Stockholder (or any former, current or future
holder of any equity, voting, partnership, limited liability company or other interest in, and each controlling person, director,
officer, employee, member, manager, general or limited partner, agent, representative, affiliate or assignee of any of the foregoing),
in each case, in their capacity as such (collectively, the “Stockholder Released Parties”) from
any and all claims, demands, executions, judgments, debts, dues, accounts, bonds, contracts, covenants (whether express or implied),
damages, Actions, causes of action, rights, costs, losses, obligations, liabilities, expenses, compensation or suits in equity,
of whatsoever kind or nature, in contract or in tort, at law or in equity, that any Monocle Releasing Party has, will or might
have in each case arising out of anything done, omitted, suffered or allowed to be done by any Stockholder Released Party, in
each case, whether heretofore or hereafter accrued or unaccrued and whether foreseen or unforeseen or known or unknown, including
pursuant to any agreement, understanding, representation or promise by, between or among any Stockholder Released Party, on the
one hand, and any Monocle Releasing Party, on the other hand, any claim for indemnification, contribution or other relief, any
claim relating to the organization, management, operation, valuation or prospects of the business of the Company and
its Subsidiaries, any claim relating to any investment in the Company and
its Subsidiaries, and any claim relating to the inducement to enter into this Agreement, in each case to the extent related
to any matter, occurrence, action or activity on or prior to the Closing Date (collectively, the “Monocle Released
Claims”); provided that, notwithstanding the foregoing, the Monocle Released Claims shall not include, and
nothing contained in this Agreement shall release, waive, discharge, relinquish or otherwise affect the rights or obligations
of any Monocle Releasing Party with respect to, (i) any claims pursuant to this Agreement or claims to enforce this Agreement;
(ii) any claims under the Merger Agreement or any certificate, document or instrument executed pursuant to the terms of the Merger
Agreement (including, without limitation, any Letter of Transmittal); or (iii) solely with respect to those Stockholder Released
Parties who are current or former officers, directors, managers or employees of
the Company or any of its subsidiaries or affiliates, any claims involving actions of any such officer, director, manager or employee
(in his or her capacity as such) with respect to the organization, management or operation of the businesses of the Company or
any of its subsidiaries. Each Monocle Releasing Party agrees that it shall not commence, threaten or institute any legal
actions, including litigation, arbitration or any other legal proceedings of any kind whatsoever, in law or equity, or assert
any claim, demand, action or cause of action against the Stockholder Released Parties based upon any Monocle Released Claims.
Notwithstanding anything to the contrary herein, no Monocle Releasing Party is releasing any claims that cannot be released as
a matter of law.


 


(b) Each of Newco and
Monocle:


 


(i) acknowledges that
this release shall apply to all unknown or unanticipated results of any action of any other Monocle Releasing Party, as well as
those known and anticipated;


 






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(ii) acknowledges and
agrees that a Monocle Releasing Party may hereafter discover claims or facts in addition to or different from those that they now
know or believe to exist with respect to the subject matter of this release and which, if known or suspected at the time of executing
this release, may have materially affected this Agreement, but nevertheless expressly accept and assume the risk of such possible
differences in fact, agree that this release shall be and remain effective, notwithstanding any such differences and hereby waive
any rights, claims or causes of action that might arise as a result of such different or additional claims or facts and acknowledge
that they understand the significance and potential consequence of such a release of unknown claims;


 


(iii) in furtherance
thereof, and without limiting the foregoing, expressly waives any and all rights and benefits conferred by the provisions of Section
1542 of the California Civil Code and by any similar provision of the applicable Laws of any other jurisdiction, including California,
Delaware and New York, and expressly consents that this release shall be given full force and effect according to each of its express
terms, including those relating to unknown or unsuspected claims;


 


(iv) represents that
this release is executed voluntarily with full knowledge of its significance and legal effect, consents that the claims, demands,
damages, Actions, causes of action, rights, costs, losses, expenses, compensation or suits in equity, of whatsoever kind or nature,
in contract or in tort, at law or in equity, released hereunder be construed as broadly as possible and acknowledges and agrees
that such party has not relied, in whole or in part, on any statements or representations made by or on behalf of any Stockholder
Released Party in connection herewith or otherwise except as otherwise set forth in this Agreement or the Merger Agreement.


 


7.             Termination.
This Agreement shall terminate at such date and time as the Merger Agreement is validly terminated in accordance with Section
11.1 thereof.


 


8.             No
Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Monocle any direct or indirect ownership
or incidence of ownership of or with respect to the Stockholders’ Company Securities. All rights, ownership and economic
benefits of and relating to the Stockholders’ Company Securities shall remain vested in and belong to the Stockholders,
and Monocle shall have no authority to direct the Stockholders in the disposition of any of the Company Securities except as otherwise
provided herein.


 


9.             Stockholder
Covenants. Each Stockholder (a) will deliver a duly executed copy of the Amended and Restated Registration Rights Agreement,
substantially simultaneously with the Closing, (b) acknowledges and agrees with Section 7.9 of the Merger Agreement, and (c) will
not take any action, or assist any Person in taking any action, to change the composition of the board of directors of NewCo in
effect immediately following the Closing prior to the annual meeting of NewCo’s stockholders held in calendar year 2021;
provided, that for the avoidance of doubt, the foregoing clause (c) shall not prevent any Stockholder from Transferring
any shares of capital stock of NewCo following the Closing, subject to the terms and conditions of the Lock-Up Agreement.


 






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10.           Miscellaneous.


 


10.1         Severability.
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions
of this Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is,
to any extent, held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions
necessary to render the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and,
to the extent necessary, shall amend or otherwise modify this Agreement to replace any provision contained herein that is held
invalid or unenforceable with a valid and enforceable provision giving effect to the intent of the parties.


 


10.2         Assignment.
Except as provided by Section 2.1, no party hereto shall assign this Agreement or any part hereof without the prior written
consent of the other parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.


 


10.3         Amendments.
This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed by
each of the parties hereto in the same manner as this Agreement and which makes reference to this Agreement.


 


10.4         Enforcement.
(a)  The parties hereto agree that irreparable damage for which monetary damages, even if available, would not
be an adequate remedy, would occur in the event that the parties do not perform their respective obligations under the provisions
of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties acknowledge and agree
that (i) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches
of this Agreement and to enforce specifically the terms and provisions hereof, without proof of Damages or inadequacy of any remedy
at law, prior to the valid termination of this Agreement in accordance with Section 5, this being in addition to any other
remedy to which they are entitled under this Agreement and (ii) the right of specific enforcement is an integral part of the transactions
contemplated by this Agreement and without that right, the parties would not have entered into this Agreement.


 


(b)           Each
party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other
parties have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at
Law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and
to enforce specifically the terms and provisions of this Agreement in accordance with this Section 10.4 shall not be required
to provide any bond or other security in connection with any such injunction.


 


10.5         Notices.
All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been duly
given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or
certified mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight
delivery service, or (d) when delivered by email or other electronic transmission (in each case in this clause (d), solely if
receipt is confirmed), addressed as follows:


 






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(i)            if to any Stockholder, to the address for notice set forth on Schedule A hereto.


 


with copies to:



Latham & Watkins LLP

885 Third Avenue

New York, NY 10022


	Attention:	Howard A. Sobel, Esq.
	 	Paul F. Kukish, Esq.
	Email:	Howard.Sobel@lw.com
	 	Paul.Kukish@lw.com




 


if to Newco or Monocle, to:



Monocle Acquisition Corporation

750 Lexington Avenue, Suite 1501

New York, NY 10022


	Attention:	Sai Devabhaktuni
	 	Eric Zahler
	 	Richard Townsend
	Email:	sai@monoclepartnersllc.com
	 	eric@monoclepartnersllc.com
	 	rich@monoclepartnersllc.com




 


with copies to:


 


Cadwalader, Wickersham & Taft
LLP

200 Liberty Street

New York, NY 10281


	Attention:	 Stephen Fraidin
	 	Gregory P. Patti, Jr.
	 	Braden K. McCurrach
	Email:	stephen.fraidin@cwt.com
	 	greg.patti@cwt.com
	 	braden.mccurrach@cwt.com




 


or to such other address or addresses as
the parties may from time to time designate in writing by notice to the other parties in accordance with this Section 10.5.


 






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10.6         Governing
Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement
or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware,
without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit
the application of Laws of another jurisdiction.


 


10.7        Jurisdiction;
Waiver of Jury Trial. Any Action based upon, arising out of or related to this Agreement or the transactions
contemplated hereby may be brought in the Delaware Chancery Court (or, if the Delaware Chancery Court shall be unavailable, any
other court of the State of Delaware or, in the case of claims to which the federal courts have exclusive subject matter jurisdiction,
any federal court of the United States of America sitting in the State of Delaware), and each of the parties irrevocably submits
to the exclusive jurisdiction of each such court in any such Action, waives any objection it may now or hereafter have to personal
jurisdiction, venue or to convenience of forum, agrees that all claims in respect of the Action shall be heard and determined
only in any such court, and agrees not to bring any Action arising out of or relating to this Agreement or the transactions contemplated
hereby in any other court. Nothing herein contained shall be deemed to affect the right of any party to serve process in any manner
permitted by Law or to commence legal proceedings or otherwise proceed against any other party in any other jurisdiction, in each
case, to enforce judgments obtained in any Action brought pursuant to this Section 10.7. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPLATED HEREBY.


 


10.8         Entire
Agreement. This Agreement and the Merger Agreement (together with the schedules and annexes hereto and thereto)
and the other documents, certificates and instruments to be delivered in connection herewith or therewith constitute the entire
agreement among the parties relating to the transactions contemplated hereby and supersede any other agreements, whether written
or oral, that may have been made or entered into by or among any of the parties hereto relating to the transactions contemplated
hereby.


 


10.9         Captions;
Counterparts. The captions in this Agreement are for convenience only and shall not be considered a part of or affect the
construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any facsimile
or .pdf copies hereof or signatures hereon shall, for all purposes, be deemed originals.


 


10.10       Legal Representation. The parties acknowledge that
each party and its attorney has reviewed and participated in the drafting of this Agreement and that no rule of strict construction
shall be applied against any party.


 


10.11      Third
Party Beneficiaries. Notwithstanding anything to the contrary contained herein, each Monocle Released Party is an intended
third-party beneficiary of Section 5 of this Agreement and each Stockholder Released Party is an intended third-party beneficiary
of Section 6 of this Agreement and each Stockholder Released Party and each Monocle Released Party is entitled to enforce
Section 5 and Section 6 of this Agreement, as applicable, in accordance with their respective terms.


 






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IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the date first set forth above.


 


	 	MONOCLE HOLDINGS INC.
	 	 
	 	 
	 	By:	/s/ Eric Zahler
	 	 	Name:	Eric Zahler
	 	 	Title:	President
	 	 
	 	MONOCLE ACQUISITION CORPORATION
	 	 
	 	 
	 	By:	/s/ Eric Zahler
	 	 	Name:	Eric Zahler
	 	 	Title:	President and Chief Executive Officer





 





[Signature page to Company Support and
Mutual Release Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed as of the date first set forth above.


 


	 	STOCKHOLDERS:
	 	 
	 	GREEN EQUITY INVESTORS V, L.P.
	 	 
	 	By: GEI Capital V, LLC, its general partner
	 	 
	 	 
	 	By:	/s/ Jonathan Seiffer
	 	 	Name:  	 Jonathan Seiffer
	 	 	Title:	Senior Vice President
	 	 
	 	GREEN EQUITY INVESTORS SIDE V, L.P.
	 	 
	 	By: GEI Capital V, LLC, its general partner
	 	 
	 	 
	 	By:	/s/ Jonathan Seiffer
	 	 	Name:	Jonathan Seiffer
	 	 	Title:	Senior Vice President
	 	 
	 	LGP PARTS COINVEST LLC
	 	 
	 	 
	 	By:	/s/ Jonathan Seiffer
	 	 	Name:	Jonathan Seiffer
	 	 	Title:	Authorized Signatory





 


[Signature page to Company Support and Mutual Release Agreement]


 






    


     


    

 


	 	FLORIDA GROWTH FUND LLC,
	 	 
	 	By:	HL Florida Growth LLC, its manager
	 	 
	 	 
	 	By:	/s/ Anthony Donofrio
	 	 	Name: 	 Anthony Donofrio
	 	 	Title:	 Authorized Person



 


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	 	ENAREY, LP,
	 	 
	 	By:	ENAREY, LLC, its general partner
	 	 
	 	 
	 	By:	/s/ Nicholas Finazzo
	 	 	Name: 	 Nicholas Finazzo
	 	 	Title:	 Manager



 


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	 	THOUGHTVALLEY LIMITED PARTNERSHIP
	 	 
	 	By:	ThoughtValley, LLC, its general partner
	 	 
	 	 
	 	By:	/s/ Robert B. Nichols
	 	 	Name: 	 Robert B. Nichols
	 	 	Title:	Manager







 


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Schedule A


 


	Stockholders Name	 	Addresses for Notice	 	Shares of Company
 Common Stock	 	Shares of Company
 Preferred Stock	 
	Green Equity Investors V, L.P.	 	Leonard Green & Partners, L.P.	 	 	25,739	 	 	143,400.60	 
	 	 	11111 Santa Monica Boulevard, Suite 2000	 	 	 	 	 	 	 
	 	 	Attn: Jonathan Seiffer; Michael Kirton	 	 	 	 	 	 	 
	 	 	Email: seiffer@leonardgreen.com; kirton@leonardgreen.com	 	 	 	 	 	 	 
	Green Equity Investors Side V, L.P.	 	Leonard Green & Partners, L.P.	 	 	7,720	 	 	43,016.60	 
	 	 	11111 Santa Monica Boulevard, Suite 2000	 	 	 	 	 	 	 
	 	 	Attn: Jonathan Seiffer; Michael Kirton	 	 	 	 	 	 	 
	 	 	Email: seiffer@leonardgreen.com; kirton@leonardgreen.com	 	 	 	 	 	 	 
	LGP Parts Coinvest LLC	 	Leonard Green & Partners, L.P.	 	 	20	 	 	108.00	 
	 	 	11111 Santa Monica Boulevard, Suite 2000	 	 	 	 	 	 	 
	 	 	Attn: Jonathan Seiffer; Michael Kirton	 	 	 	 	 	 	 
	 	 	Email: seiffer@leonardgreen.com; kirton@leonardgreen.com	 	 	 	 	 	 	 
	Florida Growth Fund LLC	 	c/o Hamilton Lane 
One Presidential Blvd., 4th Floor 
Bala Cynwd, PA 19004 
Attention: Anthony Donofrio 
Email: adonofrio@hamiltonlane.com	 	 	1,521	 	 	8,474.80	 
	ENAREY, LP,	 	13060 S.W. 70th Avenue 
Miami, Florida 33106 
Attention: Nicolas Finazzo 
Email: Nick.Finazzo@aersale.com	 	 	7,500	 	 	2,500.00	 
	Thoughtvalley Limited Partnership	 	4345 N. Meridian Avenue 
Miami Beach, Florida 33150 
Attention: Robert Nichols 
Email: Bob.Nichols@aersale.com	 	 	7,500	 	 	2,500.00	 
	Total	 	N/A	 	 	50,000	 	 	200,000.00