Exhibit 10.4


 


FINAL FORM


 


[·],
2020


 


Monocle Holdings Inc.

750 Lexington Avenue, Suite 1501

New York, NY 10022


Ladies and Gentlemen:


 


This letter agreement
(this “Agreement”) is entered into in connection with, and conditioned upon the consummation of the transactions
contemplated by, that certain Agreement and Plan of Merger (the “Merger Agreement”) by and among Monocle Holdings
Inc., a Delaware Corporation (“Newco”), Monocle Acquisition Corporation, a Delaware corporation (“Monocle”),
Monocle Merger Sub 1 Inc., a Delaware corporation (“Merger Sub 1”), Monocle Merger Sub 2 LLC, a Delaware limited
liability company (“Merger Sub 2”), AerSale Corp., a Delaware corporation (“AerSale”) and
solely in its capacity as the Holder Representative (as defined in the Merger Agreement), Leonard Green & Partners, L.P.,
a Delaware limited partnership, dated as of December 8, 2019. Capitalized terms used and not otherwise defined herein shall have
the meanings given to such terms in the Merger Agreement.


 


1.                 
As a condition to the obligations of Newco, Monocle, Merger Sub 1, Merger Sub 2 and AerSale to consummate the Merger, the
undersigned hereby agree that, from the date hereof until the earliest of: (a) the 180th day after the Closing Date, (b) the expiration
of the Founder Shares Lock-up Period (as defined in that certain letter agreement, dated February 6, 2019, by and among Monocle,
Monocle Partners, LLC, Cowen Investments II LLC and each of Monocle’s officers, directors and director nominees (the “Insider
Letter”)) pursuant to Section 7(a)(B)(x) of the Insider Letter and (c) the date following such Closing Date on which
Newco completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of Newco’s
stockholders having the right to exchange their shares of Newco Common Stock for cash, securities or other property (the period
between the Closing Date and the earliest of clauses (a), (b) and (c), the “Lock-Up Period”), the undersigned
will not: (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules
and regulations of the Securities and Exchange Commission promulgated thereunder (the “Exchange Act”), with
respect to (v) the shares of Newco Common Stock received pursuant to the Merger Agreement, (w) Earnout Shares, to the extent any
are received after the date hereof, (x) [the shares of NewCo Convertible Preferred Stock, (y)]1
any outstanding share of Newco Common Stock or any other equity security (including the shares of Newco Common Stock
issued or issuable upon the exercise of any other equity security) of Newco received by any of the parties hereto in connection
with the transactions contemplated by the Merger Agreement; and [(z)] any other equity security of Newco issued or issuable with
respect to any such share of Newco Common Stock by way of a stock dividend or stock split or in connection with a combination
of shares, recapitalization, merger, consolidation or reorganization (such shares, collectively, the “Lock-up Shares”),
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any of the Lock-up Shares, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction
specified in clause (i) or (ii).


 





 






1 Note
to Draft: Clause (x) to be removed if no NewCo Convertible Preferred Stock is issued at closing.


 






     


     


    

 


2.                 
The undersigned hereby (a) authorizes Newco during the Lock-Up Period to cause its transfer agent for the Lock-up Shares
to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Lock-up Shares
for which the undersigned is the record holder and, (b) in the case of Lock-up Shares for which the undersigned is the beneficial
but not the record holder, agrees during the Lock-Up Period to cause the record holder to cause the relevant transfer agent to
decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Lock-up Shares,
in each case of clauses (a) and (b), if such transfer would constitute a violation or breach of this Agreement. Newco agrees to
instruct its transfer agent to remove any stop transfer restrictions on the stock register and other records related to Lock-Up
Shares promptly upon the expiration of the Lock-Up Period.


 


3.                 
Notwithstanding the foregoing, the undersigned may sell or otherwise transfer Lock-up Shares during the undersigned’s
lifetime or on death (or, if the undersigned is not a natural person, during its existence) (i) if the undersigned is not a natural
person, to its direct or indirect equity holders or to any of its other Affiliates, (ii) to the immediate family members (including
spouses, significant others, lineal descendants and ascendants (including adopted and step children and parents of such person),
brothers and sisters (including half-sibling and step-siblings) of the undersigned or the undersigned’s spouse or siblings
(collectively, “Family Members”), (iii) to a family trust, foundation or partnership established for the exclusive
benefit of the undersigned, its equity holders or any of their respective Family Members, (iv) pursuant to a court order or settlement
agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; or (v) to a charitable
foundation controlled by the undersigned, its equityholders or any of their respective Family Members; provided, however,
that in each such case, any such sale or transfer shall be conditioned upon entry by such transferees into a written agreement,
addressed to Newco, agreeing to be bound by these transfer restrictions and the other terms and conditions of this Agreement. For
the avoidance of doubt, the undersigned shall retain all of its rights as a shareholder of Newco with respect to the Lock-up Shares
during the Lock-Up Period, including without limitation the right to vote any Lock-Up Shares that are entitled to vote and the
right to receive any dividends or distributions in respect of such Lock-Up Shares.


 


4.                 
The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Agreement
and that this Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with
its terms. Upon request, the undersigned will execute any additional documents reasonably necessary to give effect to the terms
and conditions of this Agreement.


 


5.                 
This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof; provided, however, that the foregoing shall not affect the
rights and obligations of the parties under the Merger Agreement or any documents related thereto, including the Amended and Restated
Registration Rights Agreement. This Agreement may not be changed, amended, modified or waived as to any particular provision,
except by a written instrument executed by all parties hereto.


 






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6.                 
Subject to Section 3 hereof, no party hereto may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be
void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement
shall be binding upon and inure to the benefit of the undersigned and its successors and assigns. 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.


 


7.                 
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.


 


8.                 
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. EACH OF THE PARTIES HERETO (AND IN THE CASE OF NEWCO, ON BEHALF
OF ITSELF AND EACH OF NEWCO, MONOCLE, MERGER SUB 1 AND MERGER SUB 2) 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.


 


9.                 
Any notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be
completed in accordance with Section 5.1 of the Amended and Restated Registration Rights Agreement.


 


[Signature on the following page]


 






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	 	Very truly yours,
	 	 
	 	NEWCO:
	 	 
	 	Monocle Holdings Inc.,

                    a Delaware corporation

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


[Signature Page to Lock-Up Agreement]




 






     


     


    

 


	Accepted and Agreed:	 	 	 
	 	 	 	 
	 	 	HOLDERS:
	 	 	 
	 	 	GREEN EQUITY INVESTORS V, L.P.,
	 	 	a Delaware limited partnership 
	 	 	 
	 	 	By:	GEI Capital V, LLC, its general
    partner
	 	 	 	 
	 	 	By:	 
	 	 		Name:	Jonathan A. Seiffer
	 	 	  	Title:	Senior Vice President
	 	 	 	 	 
	 	 	GREEN EQUITY INVESTORS SIDE V, L.P.,
	 	 	a Delaware
    limited partnership 
	 	 	 	 
	 	 	By:	GEI Capital V, LLC, its general
    partner
	 	 	 	 
	 	 	By:	 
	 	 		Name:	Jonathan A. Seiffer
	 	 		Title:	Senior Vice President
	 	 	 	 	 
	 	 	LGP PARTS COINVEST LLC,
	 	 	a Delaware
    limited liability company 
	 	 	 
	 	 	By:	GEI Capital V, LLC, its general
    partner
	 	 	 	 
	 	 	By:	 
	 	 		Name:	Jonathan A. Seiffer
	 	 		Title:	Senior Vice President



 


[Signature Page to Lock-Up Agreement]




 






     


     


    

 


	 	 	FLORIDA GROWTH FUND LLC,
	 	 	a Delaware
    limited liability company
	 	 	 
	 	 	By:	HL Florida Growth LLC, Manager
	 	 	 	 
	 	 	By:	 
	 	 		Name: 	Anthony Donofrio
	 	 		Title: 	Authorized Signatory
	 	 	 	 	 
	 	 	ENAREY, LP,



	 	 	a
                    Nevada limited partnership



	 	 	 	 	 
	 	 	By:



	ENAREY, LLC



	 	 	 	 
	 	 	By:	 
	 	 		Name: 	Nicholas Finazzo
	 	 		Title:	Manager
	 	 	 	 	 
	 	 	THOUGHTVALLEY LIMITED PARTNERSHIP,
	 	 	a Nevada
    limited partnership
	 	 	 
	 	 	By:	THOUGHTVALLEY, LLC
	 	 	 	 	 
	 	 	By:	 
	 	 		Name:	Robert B. Nichols
	 	 		Title:	Manager




 


[Signature Page to Lock-Up Agreement]