Form 8-K
8-K — AEVEX Corp.
Accession: 0001193125-26-259643
Filed: 2026-06-05
Period: 2026-06-03
CIK: 0002096300
SIC: 3721 (AIRCRAFT)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 3, 2026
AEVEX Corp.
(Exact name of registrant as specified in its charter)
Delaware
001-43238
41-2460652
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
440 Stevens Ave #150
Solana Beach, California
92075
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (858) 704-4125
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Class A common stock, par value $0.0001 per share
AVEX
The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01.
Entry into a Material Definitive Agreement.
On June 3, 2026, AEVEX Corp. (the “Company”) priced the previously announced offering (the “Offering”) of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a public offering price of $27.00 per share (the “Offering Price”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-296396) (the “Registration Statement”). On June 3, 2026, in connection with the pricing of the Offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Athena Technology Solutions Holdings, LLC (“Holdings LLC”), the selling stockholders listed on Schedule II thereto (the “Selling Stockholders”) and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC, as representatives of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to offer and sell 5,726,157 shares of Class A Common Stock and the Selling Stockholders agreed to sell 2,273,843 shares of Class A Common Stock at the Offering Price, less underwriting discounts and commissions. The Company and the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 858,923 and 341,077 shares of Class A Common Stock, respectively. The Offering closed and the shares were delivered on June 5, 2026. The material terms of the Offering are described in the prospectus, dated June 3, 2026 (the “Prospectus”), filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on June 4, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to the Registration Statement.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company, Holdings LLC and the Selling Stockholders have agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act. This description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference into this Item 1.01.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
1.1
Underwriting Agreement, dated as of June 3, 2026, by and among AEVEX Corp., Athena Technology Solutions Holdings, LLC, the selling stockholders listed on Schedule II thereto and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC, as representatives of the several underwriters listed on Schedule I thereto
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AEVEX Corp.
Date: June 5, 2026
By:
/s/ Roger Wells
Name:
Roger Wells
Title:
Chief Executive Officer
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EX-1.1
Exhibit 1.1
AEVEX Corp.
Class A Common Stock
Underwriting Agreement
June 3, 2026
Goldman Sachs & Co.
LLC
BofA Securities, Inc.
Jefferies LLC
As representatives (“you” or the “Representatives”) of
the several Underwriters named in Schedule I hereto
c/o Goldman Sachs & Co. LLC
200 West Street
New York, New York 10282
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o Jefferies LLC
520 Madison Ave
New York, New York 10022
Ladies and Gentlemen:
AEVEX Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this
“Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 5,726,157 shares and, at the election of the Underwriters, up to 858,923 additional shares of Class A
common stock, $0.0001 par value per share (“Class A Common Stock”), of the Company, and the stockholders of the Company named in Schedule II hereto (the “Selling Stockholders”) propose, subject to the terms and
conditions stated in this Agreement, to sell to the Underwriters an aggregate of 2,273,843 shares and, at the election of the Underwriters, up to 341,077 shares of Class A Common Stock. The aggregate of 8,000,000 shares to be sold by the
Company and the Selling Stockholders is herein called the “Firm Shares” and the aggregate of 1,200,000 additional shares to be sold by the Company and the Selling Stockholders at the election of the Underwriters pursuant to
Section 2 hereof are herein called the “Optional Shares.” The Firm Shares and the Optional Shares are herein collectively called the “Shares.”
The Company is a holding company, and its sole material assets are its equity interests held directly or indirectly through wholly owned
subsidiaries in Athena Technology Solutions Holdings, LLC, a Delaware limited liability company (“Holdings LLC”). As the sole managing member of Holdings LLC, the Company operates and controls all of the business and affairs of Holdings
LLC and, through Holdings LLC and its subsidiaries, conducts its business. The Company and Holdings LLC are each referred to herein as an “AEVEX Party” and collectively referred to herein as the “AEVEX Parties.”
1a. Each of the AEVEX Parties, jointly and severally, represents and warrants to, and agrees
with, each of the Underwriters that:
(a) A registration statement on Form S-1 (File No. 333-296396) (the “Initial Registration Statement”) in respect of the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration
Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, have been declared effective by the Commission in such form; other than a registration statement, if any,
increasing the size of the offering (a “Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), which became effective upon filing, no other document with
respect to the Initial Registration Statement has been filed with the Commission; and no stop order suspending the effectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement,
if any, has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act has been initiated or, to the AEVEX Parties’ knowledge, threatened by the Commission (any preliminary prospectus included in the Initial
Registration Statement or filed with the Commission pursuant to Rule 424(a) under the Act is hereinafter called a “Preliminary Prospectus”); the various parts of the Initial Registration Statement and the Rule 462(b) Registration
Statement, if any, including all exhibits thereto and including the information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof and deemed by
virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time it was declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of the Rule 462(b)
Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “Registration Statement;” the Preliminary Prospectus relating to the Shares that was included in the Registration Statement
immediately prior to the Applicable Time (as defined in Section 1(c) hereof) is hereinafter called the “Pricing Prospectus;” and such final prospectus, in the form first filed pursuant to Rule 424(b) under the Act, is hereinafter
called the “Prospectus;” any oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Act or Rule 163B under the Act is hereinafter called a “Testing-the-Waters Communication;” and any Testing-the-Waters Communication that is a written communication within
the meaning of Rule 405 under the Act is hereinafter called a “Written Testing-the-Waters Communication;” and any “issuer free writing
prospectus” as defined in Rule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”);
(b) (A) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the
Commission, and (B) each Preliminary Prospectus, at the time of filing thereof, conformed in all material respects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however,
that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the Underwriter Information (as defined in Section 9(b) of this Agreement);
(c) For the purposes of this Agreement, the “Applicable Time” is 5:30 p.m. New York City time on the date of this Agreement. The
Pricing Prospectus, as supplemented by the information listed on Schedule III(c) hereto, taken together (collectively, the “Pricing Disclosure Package”), as of the Applicable Time, did not, and as of each Time of Delivery (as defined in
Section 4(a) of this Agreement) will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading; and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication does not conflict with the information contained in the
Registration Statement, the Pricing Prospectus or the Prospectus and each Issuer Free Writing Prospectus and each Written Testing-the-Waters Communication, as
supplemented by and taken together with the Pricing Disclosure Package, as of the Applicable Time, did not, and as of each Time of Delivery will not, include any untrue statement of a material fact or omit to
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state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to statements or omissions made in reliance upon and in conformity with the Underwriter Information;
(d) No documents were filed with the Commission since the Commission’s close of business on the business day immediately prior to the
date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule III(b) hereto;
(e) The Registration
Statement conforms, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules and regulations of the Commission
thereunder and do not and will not, as of the applicable effective date as to each part of the Registration Statement, as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, and as of each Time of Delivery,
contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with the Underwriter Information;
(f) None of the AEVEX Parties nor any
of their respective subsidiaries has, since the date of the latest audited financial statements included in the Pricing Prospectus, (i) sustained any material loss or material interference with its business from fire, explosion, flood or other
calamity, whether or not covered by insurance, or from any labor dispute or court, governmental or regulatory action, order or decree or (ii) entered into any transaction or agreement (whether or not in the ordinary course of business) that is
material to the AEVEX Parties and their respective subsidiaries, taken as a whole, or incurred any liability or obligation, direct or contingent, that is material to the AEVEX Parties and their respective subsidiaries, taken as a whole, in each case
other than as set forth or contemplated in the Pricing Prospectus; and, since the respective dates as of which information is given in the Registration Statement and the Pricing Prospectus, there has not been (x) any change in the capital stock
or membership interests (other than as a result of (i) the exercise, vesting or settlement (including any “net” or “cashless” exercises or settlements), if any, of stock options, incentive units or other equity awards or
the award, if any, of stock options, stock appreciation rights, incentive units, restricted stock or restricted stock units in the ordinary course of business pursuant to the equity plans that are described in the Pricing Prospectus and the
Prospectus or (ii) the issuance, if any, of stock upon the exercise or conversion or exchange of securities as described in the Pricing Prospectus and the Prospectus) or, except as disclosed in or contemplated by the Pricing Prospectus and the
Prospectus, long-term debt of any of the AEVEX Parties or any of their respective subsidiaries or (y) any Material Adverse Effect (as defined below); as used in this Agreement, “Material Adverse
Effect” shall mean any material adverse change or effect, or any development involving a prospective material adverse change or effect, in or affecting (i) the business, properties, general affairs, management, financial position,
members’ or stockholders’ equity or results of operations of the AEVEX Parties and their respective subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus, or (ii) the ability of any AEVEX
Party to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus;
(g) Each of the AEVEX Parties and their respective subsidiaries has good and marketable title in fee simple to all real property and good and
marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except such as do not materially affect the value of such property and do not materially interfere with the use made and
proposed to be made of such property by the AEVEX Parties and their respective subsidiaries; and any real property and buildings held under lease by the AEVEX Parties and their respective subsidiaries are held by them under valid, subsisting and
enforceable leases with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property and buildings by the AEVEX Parties and their respective subsidiaries;
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(h) Each of the AEVEX Parties and their respective “significant subsidiaries” as
defined in Rule 1-02 of Regulation S-X (the “Significant Subsidiaries”) has been (i) duly organized and is validly existing and in good standing under
the laws of its jurisdiction of organization, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Prospectus and the Prospectus, and (ii) duly qualified as a foreign
corporation or other business entity for the transaction of business and is in good standing (or foreign equivalent) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such
qualification, except, in the case of this clause (ii), where the failure to be so qualified or in good standing (or foreign equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and each
Significant Subsidiary is set forth in Exhibit 21.1 of the Registration Statement;
(i) (i) The AEVEX Parties have an authorized
capitalization as set forth in the Pricing Prospectus; (ii) all of the issued and outstanding shares of capital stock of the Company, including the Shares to be sold by the Selling Stockholders, have been duly and validly authorized and are
fully paid and non-assessable and conform in all material respects to the “Description of Capital Stock” contained in the Pricing Disclosure Package and the Prospectus; (iii) all of the issued
equity interests in each of the other AEVEX Parties has been duly and validly authorized and issued; (iv) all of the equity interests of the Holdings LLC (the “LLC Units”) have been duly and validly authorized and issued; and
(v) the issuance of the Shares is not subject to any preemptive or similar rights;
(j) Except as described in the Registration
Statement, the Pricing Prospectus and the Prospectus, all of the issued shares of capital stock or membership or other equity interest of each subsidiary of the AEVEX Parties have been duly and validly authorized and issued, are fully paid and non-assessable and (except, in the case of any foreign subsidiary, for directors’ qualifying shares) are owned directly or indirectly by the AEVEX Parties, free and clear of all liens, encumbrances, equities
or claims;
(k) With respect to the compensatory equity-based awards (the “Equity Awards”) granted pursuant to the stock-based
compensation plans of the AEVEX Parties and their respective affiliates (the “Company Stock Plans”) in each case, in all material respects, (i) each grant of an Equity Award was duly authorized no later than the date on which the
grant of such Equity Award was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required
stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, (ii) each such grant was made in accordance with the terms
of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, including the rules of the New York Stock Exchange and any other exchange on which Company securities are traded, and (iii) each
such grant was properly accounted for in accordance with U.S. generally accepted accounting principles (“GAAP”) in the financial statements (including the related notes) of the Company;
(l) The issue and sale by the Company of the Shares, the compliance by the AEVEX Parties with this Agreement and the consummation of the
transactions contemplated in this Agreement, the Pricing Prospectus and the Prospectus, including, without limitation, the application of the proceeds from the sale by the Company of the Shares as described under the caption “Use of
Proceeds” in the Pricing Prospectus and the Prospectus, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loan
agreement or other agreement or instrument to which any of the AEVEX Parties or any of their respective subsidiaries is a party or by which any of the AEVEX Parties or any of their respective subsidiaries is bound or to which any of the property or
assets of any of the AEVEX Parties or any of their respective subsidiaries is subject, (B) the certificate of incorporation or by-laws (or other applicable organizational document) of any of the
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AEVEX Parties or any of their respective subsidiaries, (C) any statute or any judgment, order, rule or regulation of any court or regulatory or governmental agency, authority or body having
jurisdiction over any of the AEVEX Parties or any of their respective subsidiaries or any of their properties, except, in the case of clauses (A) and (C) for such defaults, breaches, or violations that would not, individually or in the
aggregate, have a Material Adverse Effect; and no consent, approval, authorization, order, registration or qualification of or with any such court or regulatory or governmental agency, authority or body is required for the issue and sale of the
Shares by the Company or the consummation by the AEVEX Parties of the transactions contemplated by this Agreement, the Pricing Prospectus and the Prospectus, except such as have been obtained under the Act, the approval by FINRA of the underwriting
terms and arrangements and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Shares by the
Underwriters;
(m) None of the AEVEX Parties nor any of their respective subsidiaries is (i) in violation of its certificate of
incorporation or by-laws (or other applicable organizational document), (ii) in violation of any statute or any judgment, order, rule or regulation of any court or regulatory or governmental agency, authority
or body having jurisdiction over any of the AEVEX Parties or any of their respective subsidiaries or any of their properties, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in
any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except, in the case of the foregoing clauses (ii) and (iii), for such
violations or defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(n) The
statements set forth in the Pricing Prospectus and the Prospectus under the caption “Description of Capital Stock,” insofar as they purport to constitute a summary of the terms of the Class A Common Stock and the Class B common
stock of the Company, $0.0001 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”), and under the caption “Material U.S. Federal Income Tax
Consequences to Non-U.S. Holders” and under the caption “Underwriting,” insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate,
complete and fair in all material respects;
(o) Other than as set forth in the Pricing Prospectus and the Prospectus, there are no legal,
governmental or regulatory investigations, actions, demands, claims, suits, arbitrations, inquiries or proceedings (“Actions”) pending to which any of the AEVEX Parties or any of their respective subsidiaries or, to the AEVEX
Parties’ knowledge, any officer or director of any of the AEVEX Parties, is a party or of which any property or assets of any of the AEVEX Parties or any of their respective subsidiaries or, to the AEVEX Parties’ knowledge, any officer
or director of any of the AEVEX Parties, is the subject which, if determined adversely to any of the AEVEX Parties or any of their respective subsidiaries (or such officer or director), would individually or in the aggregate (i) reasonably be
expected to have a Material Adverse Effect or (ii) impair the ability of the applicable AEVEX Parties to perform their obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions
contemplated in the Pricing Prospectus and the Prospectus; and, to the AEVEX Parties’ knowledge, no such proceedings are threatened or contemplated by governmental or regulatory authorities or others; there are no current or pending Actions
that are required under the Act to be described in the Registration Statement or the Pricing Prospectus that are not so described therein; and there are no statutes, regulations or contracts or other documents that are required under the Act to be
filed as exhibits to the Registration Statement or described in the Registration Statement, the Pricing Prospectus that are not so filed as exhibits to the Registration Statement or described in the Registration Statement and the Pricing Prospectus;
(p) The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds thereof, will
not be an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”);
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(q) At the time of filing the Initial Registration Statement and any post-effective
amendment thereto, at the earliest time thereafter that the Company or any offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Shares, and at the date hereof, the Company was not and is not an
“ineligible issuer,” as defined under Rule 405 under the Act;
(r) PricewaterhouseCoopers LLP, who has certified certain
financial statements of the AEVEX Parties and its subsidiaries is an independent public accountant as required by the Act and the rules and regulations of the Commission thereunder and the Public Company Accounting Oversight Board;
(s) Each of the AEVEX Parties maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that (i) has been designed to comply with the requirements of the Exchange Act applicable to the Company, (ii) has been designed by each of the AEVEX Parties’
respective principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with GAAP and (iii) is designed to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorization, (B) transactions are recorded as necessary to
permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets, (C) access to assets is permitted only in accordance with management’s general or specific authorization, (D) the recorded
accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (E) interactive data in eXtensible Business Reporting Language included in the
Registration Statement, the Prospectus and the Pricing Disclosure Package fairly presents the information called for in all material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; and
except as disclosed in the Pricing Prospectus and Prospectus, each of the AEVEX Parties’ internal control over financial reporting is effective and none of the AEVEX Parties are aware of any material weaknesses in its internal control over
financial reporting;
(t) The interactive data in eXtensible Business Reporting Language included in the Registration Statement fairly
presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto;
(u) Except as disclosed in the Pricing Prospectus, since the date of the latest audited financial statements included in the Pricing
Prospectus, there has been no change in any of the AEVEX Parties’ internal control over financial reporting that has materially and adversely affected, or is reasonably likely to materially and adversely affect, any of the AEVEX Parties’
internal control over financial reporting;
(v) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that have been designed to comply with the requirements of the Exchange Act, as applicable to the Company; such disclosure controls and procedures have been designed to ensure that
material information relating to the Company and its subsidiaries is made known to the Company’s principal executive officer and principal financial officer by others within those entities; and such disclosure controls and procedures are
effective;
(w) This Agreement has been duly authorized, executed and delivered by each AEVEX Party;
(x) The AEVEX Parties, their respective subsidiaries, and each director, officer, employee, and, to the knowledge of the AEVEX Parties, each
controlled Affiliate or agent of the AEVEX Parties or any of their respective subsidiaries, in each case in their capacity as such, is, and for the past five (5) years has been, in compliance with the Foreign Corrupt Practices Act of 1977, as
amended, or the rules and regulations thereunder, the Bribery Act 2010 of the United Kingdom or any other applicable anti-corruption, anti-bribery or related law, statute or regulation (collectively, “Anti-Corruption Laws”), which
prohibit without limitation (i) making, offering, promising, or authorizing any unlawful contribution, gift, entertainment or other unlawful expense (or taken any act in furtherance thereof); and (ii) making, offering, promising, or
authorizing any direct or indirect corrupt payment; each of the AEVEX Parties and their
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respective subsidiaries has instituted and maintains and will continue to maintain policies and procedures reasonably designed to promote and achieve compliance with such laws and with the
representations and warranties contained herein; none of the AEVEX Parties or any of their subsidiaries will use, directly or knowingly indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of
the payment or giving of money, or anything else of value, in violation of Anti-Corruption Laws;
(y) The operations of the AEVEX Parties
and their respective subsidiaries are and have for the past five (5) years been conducted in compliance with the requirements of applicable anti-money laundering laws of the various jurisdictions in which the AEVEX Parties and their respective
subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulation or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no
action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the AEVEX Parties or their respective subsidiaries with respect to the Money Laundering Laws is pending or, to the
knowledge of the AEVEX Parties, threatened;
(z) Neither the Company nor any of its subsidiaries is a “covered foreign
person,” as that term is defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directly or indirectly, in a “covered activity,” as that term is defined in 31
C.F.R. § 850.208 (“Covered Activity”). The Company does not have any joint ventures that engage in or plans to engage in any Covered Activity;(z) None of the AEVEX Parties nor any of their respective subsidiaries, nor any director,
officer, or employee of the AEVEX Parties or any of their respective subsidiaries nor, to the knowledge of the AEVEX Parties, any agent, controlled Affiliate or other person acting on behalf of any AEVEX Party or any of their respective subsidiaries
is an individual or entity (“Person”) that is, or is controlled by or 50% or more owned by one or more persons that are: (i) the subject or the target of any economic or financial sanctions administered or enforced by the U.S.
Government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or the U.S. Department of State, the European Union and its member states, the United Kingdom, or the United Nations Security
Council, (collectively, “Sanctions”); (ii) operating from, located, organized, or resident in a country or territory that is the subject or target of Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, the Crimea region
of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, each a “Sanctioned Jurisdiction”), or
(iii) the government of a Sanctioned Jurisdiction or the Government of Venezuela. The AEVEX Parties will not directly or knowingly indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other Person (i) to fund or facilitate any activities of or business in any Sanctioned Jurisdiction or with any Person that, at the time of such funding, is the subject or the
target of Sanctions, (ii) in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. Each of the AEVEX Parties
and their respective subsidiaries is and since April 24, 2019 has been in compliance with Sanctions. The AEVEX Parties and their respective subsidiaries have instituted and maintain policies and procedures designed to promote and achieve
continued compliance with Sanctions;
(aa) The financial statements included in the Registration Statement, the Pricing Prospectus and the
Prospectus, together with the related schedules and notes, present fairly in all material respects the financial position of the AEVEX Parties and their respective subsidiaries at the dates indicated and the statement of operations,
stockholders’ and members’ equity and cash flows for the periods specified; said financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if
any, included in the Registration Statement, the Pricing Prospectus and the Prospectus, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary
financial information included in the Registration Statement, the Pricing Prospectus and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of
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the audited financial statements included therein. The pro forma financial statements and the related notes thereto included in the Registration Statement, the Pricing Prospectus and the
Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the
bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no
historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Prospectus or the Prospectus under the Act or the rules and regulations promulgated thereunder; and all other
financial information included in the Registration Statement, the Pricing Prospectus and the Prospectus has been derived from the accounting records of the Company and its subsidiaries and presents fairly in all material respects the information
shown thereby. All disclosures contained in the Registration Statement, the Pricing Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and
regulations of the Commission) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Act, to the extent applicable;
(bb) No material labor dispute with the employees of any of the AEVEX Parties or any of their respective subsidiaries exists or, to the
knowledge of the AEVEX Parties, is imminent, and the AEVEX Parties are not aware of any existing or imminent material labor disturbance by the employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or
contractors;
(cc) Except as would not have a Material Adverse Effect: (i) Each employee benefit plan, within the meaning of
Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for which each of the AEVEX Parties or, solely with respect to employee benefit plans subject to Title IV of ERISA or Section 412 of the
Internal Revenue Code of 1986, as amended (the “Code”), any member of its “Controlled Group” (defined as any entity, whether or not incorporated, that is under common control with the Company within the meaning of
Section 4001(a)(14) of ERISA or any entity that would be regarded as a single employer with the Company under Section 414(b) or (c), or, solely for purposes of Section 412 of the Code, (m) or (o) of the Code would have any
liability (each, a “Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including, but not limited to, ERISA and the Code; (ii) no prohibited
transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan, excluding transactions effected pursuant to a statutory or administrative exemption; (iii) no Plan is subject
to Section 412 of the Code or Section 302 or Title IV of ERISA; (iv) none of the AEVEX Parties or any member of the “Controlled Group” has incurred, nor reasonably expects to incur, any material liability under Title IV of
ERISA; (v) no “reportable event” (within the meaning of Section 4043(c) of ERISA, other than those events as to which notice is waived) has occurred or is reasonably expected to occur with respect to any Plan; (vi) each
Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination, advisor or opinion letter (or utilizes a prototype or preapproved plan document that has received such a letter and on which the Plan
is entitled to rely) and nothing has occurred, whether by action or by failure to act, which could reasonably be expected to adversely impact such qualification; (vii) there is no pending audit or investigation by the U.S. Internal Revenue
Service, the U.S. Department of Labor, the PBGC or any other applicable Governmental Entity or any non-U.S. regulatory agency with respect to any Plan; (viii) there has not occurred nor is there
reasonably likely to occur a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or any of its subsidiaries in the current fiscal year of the Company and such subsidiaries compared to the amount
of such contributions made in the Company’s and such subsidiaries’ most recently completed fiscal year; and (ix) none of the AEVEX Parties or any of their respective subsidiaries have or have had any “accumulated
post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) with respect to any Plan or otherwise;
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(dd) Except as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, the AEVEX Parties and their respective subsidiaries (i) own or otherwise possess adequate rights to use all patents, patent applications, trademarks, service marks, trade names, domain names, copyrights and
copyrightable works, know-how, trade secrets, software, processes, formulas, methods, designs, inventions, systems, technology, proprietary or confidential information and other intellectual property
(collectively, “Intellectual Property”) necessary for the conduct of their respective businesses as currently conducted, (ii) do not, through the conduct of their respective businesses, infringe, violate or otherwise conflict with
any Intellectual Property of any third party, and (iii) have not received any written notice of any claim alleging that the conduct of their respective businesses infringes, violates or otherwise conflicts with any Intellectual Property of any
third party. To the knowledge of the AEVEX Parties, no third party is infringing, violating or otherwise conflicting with the Intellectual Property of the AEVEX Parties or any of their respective subsidiaries except as would not reasonably be
expected to have a Material Adverse Effect;
(ee) Except as would not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect, the AEVEX Parties and their respective subsidiaries’ information technology assets and equipment, computers, systems, networks, hardware, software, websites, applications, and databases (collectively, “IT
Systems”) (i) are adequate for, and operate and perform in all material respects as required in connection with, the operation of the business of the AEVEX Parties and their respective subsidiaries as currently conducted, (ii) are free
and clear of all material bugs, errors, defects, Trojan horses, time bombs, malware and other corruptants, and (iii) since January 1, 2023, have not experienced any malfunctions or outages that caused a material disruption to the conduct
of the respective businesses of the AEVEX Parties or any of their respective subsidiaries that have not been remediated in all material respects. Except as would not reasonably be expected to be material to the AEVEX Parties, the AEVEX Parties and
their respective subsidiaries have implemented and maintain reasonable controls, policies, procedures, and safeguards to maintain and protect their confidential information and the integrity, continuous operation, redundancy and security of all IT
Systems and data (including all personal, personally identifiable, sensitive, confidential or regulated data (“Personal Data”)) used in connection with their businesses, and there have been no breaches or unauthorized uses of, or
disclosures, or accesses to their IT Systems and Personal Data, except for those that have been remedied without material cost or liability or the duty to notify any other person. Except as would not reasonably be expected to be material to the
AEVEX Parties, the AEVEX Parties and their subsidiaries are presently and, since January 1, 2023, have been in compliance with all applicable laws or statutes and all judgments, orders, rules and regulations of any court or arbitrator or
governmental or regulatory authority, policies and contractual obligations relating to the privacy and security of IT Systems and Personal Data and to the protection of such IT Systems and Personal Data from unauthorized use, access,
misappropriation or modification;
(ff) No forward-looking statement (within the meaning of Section 27A of the Act and
Section 21E of the Exchange Act) included or incorporated by reference in any of the Registration Statement, the Pricing Prospectus or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in
good faith;
(gg) Nothing has come to the attention of any of the AEVEX Parties that has caused such AEVEX Party to believe that the
statistical and market-related data included in each of the Registration Statement, the Pricing Prospectus and the Prospectus is not based on or derived from sources that are reliable and accurate in all material respects;
(hh) There is and has been no failure on the part of the AEVEX Parties or any of the AEVEX Parties’ directors or officers, in their
capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002, as amended and the rules and regulations promulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to
certifications;
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(ii) None of the AEVEX Parties nor any of their respective controlled affiliates has taken
or will take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of any of the AEVEX Parties or any of their respective
subsidiaries in connection with the offering of the Shares;
(jj) Each of the AEVEX Parties and their respective subsidiaries has such
permits, licenses, approvals, consents, franchises, certificates of need and other approvals or authorizations of governmental or regulatory authorities (“Permits”) as are necessary under applicable law to own their respective properties
and conduct their respective businesses in the manner described in the Registration Statement, the Pricing Prospectus and the Prospectus, except for any of the foregoing that would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect. None of the AEVEX Parties nor any of their respective subsidiaries has received written notice of any proceedings related to the revocation or modification of any such Permits that, individually or in the aggregate,
if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect;
(kk) The
Company and its subsidiaries, taken as a whole, are insured against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged and as required by law;
(ll) (i) Each of the AEVEX Parties and their respective subsidiaries has complied in all material respects with all terms and conditions of
each contract with the United States Government or where the United States Government is the end customer (each a “Government Contract”), including all applicable clauses, provisions and requirements incorporated expressly by reference
or by operation of law therein; (ii) each of the AEVEX Parties and their respective subsidiaries has complied in all material respects with all laws, regulations and requirements applicable to each Government Contract; (iii) all
representations and certifications executed, acknowledged or set forth in a Government Contract or pertaining to each proposal, bid, or quote for a Government Contract were complete and correct as of their effective date, and each applicable AEVEX
Party and its applicable subsidiary has complied with all such representations and certifications, in each case in all material respects; (iv) neither the United States Government nor any prime contractor, subcontractor or other person has
notified any of the AEVEX Parties or their respective subsidiaries in writing that any of the AEVEX Parties or their respective subsidiaries has materially breached or violated any law, regulation, certification, representation, clause, provision or
requirement pertaining to any Government Contract; (v) none of the AEVEX Parties or any of its subsidiaries nor, to the AEVEX Parties’ knowledge, any of each AEVEX Party’s directors, officers, or employees is (or during the last
five (5) years has been) under administrative, civil or criminal investigation, or indictment with respect to any alleged irregularity, misstatement or omission arising under or relating to any Government Contract; (vi) none of the AEVEX
Parties or any of their respective subsidiaries nor, to the knowledge of the AEVEX Parties, any of their respective Principals (as defined in 48 CFR § 2.101) is suspended or debarred, or has been proposed for suspension or debarment, from doing
business with the United States Government; (vii) none of the AEVEX Parties or any of their respective subsidiaries has received written notice indicating the termination for default, or intent to terminate for default, any Government Contract,
or notice of termination or intent to terminate any material Government Contract for convenience; (viii) during the last five (5) years, neither AEVEX Party has conducted or initiated any internal investigation or made any voluntary or
mandatory disclosure to any governmental or quasi-governmental entity with respect to any alleged material irregularity, misstatement, omission, noncompliance, civil violation, or criminal violation arising under or relating to any Government
Contract; (ix) during the last five (5) years, there have not been any claims or requests for equitable adjustment by the AEVEX Parties or any of their respective subsidiaries relating to any Government Contract in excess of $1,000,000;
and (x) there are no outstanding claims, lawsuits or other legal actions against the AEVEX Parties or any of their respective subsidiaries arising under or relating to any Government Contract;
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(mm) The AEVEX Parties and their respective subsidiaries maintain and possess all required
facility clearances granted pursuant to the National Industrial Security Program Operating Manual (32 CFR Part 117) by either the Department of Defense or such other U.S. government agencies to perform certain Government Contracts and as otherwise
reasonably necessary for the continued conduct of the AEVEX Parties’ business, in substantially the same manner as conducted as of the date hereof. As required, the AEVEX Parties and their respective subsidiaries employ sufficient employees
with personal security clearances to perform its Government Contracts and as otherwise reasonably necessary for the continued conduct of the Company’s business, in substantially the same manner as conducted as of the date hereof and as
described in the Pricing Prospectus. None of the AEVEX Parties, any of their respective subsidiaries or, to the knowledge of the AEVEX Parties, any employees holding personal security clearances have violated in any material respect any applicable
law or regulation governing the safeguarding of classified information;
(nn) From the time of initial confidential submission of a
registration statement relating to the Shares with the Commission through the date hereof, the Company has been and is an “emerging growth company” as defined in Section 2(a)(19) of the Act (an “Emerging Growth
Company”);
(oo) There are no debt securities or preferred stock issued or guaranteed by any of the AEVEX Parties or any of their
respective subsidiaries that are rated by a “nationally recognized statistical rating organization,” as such term is defined under Section 3(a)(62) under the Exchange Act; and
(pp) The AEVEX Parties and their respective subsidiaries have paid all federal, state, local and foreign taxes (other than taxes that are
currently being contested in good faith by appropriate proceedings and for which adequate reserves required by GAAP have been created in the financial statements of the Company) and filed all tax returns required to be paid or filed through the date
hereof (or have requested extensions thereof), except where the failure to file would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, except as described in the Registration Statement and the
Prospectus, there is no tax deficiency that has been, or could reasonably be expected to be, asserted against any AEVEX Party or any of their respective subsidiaries or any of their respective properties or assets which, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect.
1b. Each of the Selling Stockholders, jointly and severally,
represents and warrants to, and agrees with, each of the Underwriters and the Company that:
(a) All consents, approvals, authorizations
and orders necessary for the execution and delivery by such Selling Stockholder of this Agreement and for the sale and delivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained, except for such consents, approvals,
authorizations and orders as may be required under state or non-U.S. securities or Blue Sky laws, or the rules and regulations of FINRA or the approval for listing on the Exchange or such other approvals as
have been or will be made or obtained on or prior to the First Time of Delivery; and such Selling Stockholder has full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Shares to be sold by such
Selling Stockholder hereunder;
(b) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such
Selling Stockholder with this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of (A) any of the terms or provisions of, or constitute a default under,
any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which such Selling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such Selling
Stockholder is subject, nor will such action result in any violation of (B) the provisions of the limited liability company agreement or similar organizational document of such Selling Stockholder or (C) any statute or any judgment, order,
rule or regulation of any court or governmental agency or body having jurisdiction over such Selling Stockholder or any of its subsidiaries or any property or assets of such Selling Stockholder, except, in the case of (A) and (C), for any such
conflict, breach, violation or default that would not, individually or in the aggregate, affect the validity of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder or
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reasonably be expected to materially impair the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement; and no consent, approval, authorization, order,
registration or qualification of or with any such court or governmental body or agency is required for the performance by such Selling Stockholder of its obligations under this Agreement and the consummation by such Selling Stockholder of the
transactions contemplated by this Agreement in connection with the Shares to be sold by such Selling Stockholder hereunder, except the registration under the Act of the Shares, the approval by FINRA of the underwriting terms and arrangements
and such consents, approvals, authorizations, orders, registrations or qualifications (x) as may be required under state securities or Blue Sky laws or non-US laws, or the listing on the Exchange in
connection with the purchase and distribution of the Shares by the Underwriters, (y) that have already been obtained or (z) such that, if not obtained, would not, individually or in the aggregate, affect the validity of the Shares to be
sold by such Selling Stockholder to the Underwriters hereunder or reasonably be expected to materially impair the ability of such Selling Stockholder to consummate the transactions contemplated by this Agreement;
(c) Such Selling Stockholder has, and immediately prior to each Time of Delivery (as defined in Section 4 hereof) such Selling
Stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code in respect of, the Shares to be
sold by such Selling Stockholder hereunder at such Time of Delivery, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and
clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters;
(d) On or prior to the date of the Pricing
Prospectus, such Selling Stockholder has executed and delivered to the Underwriters an agreement substantially in the form of Annex II hereto;
(e) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted
or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares;
(f) To the extent that any statements or omissions made in the Registration Statement, any Preliminary Prospectus, the Prospectus or any
amendment or supplement thereto are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder pursuant to Items 7 and 11(m) of Form S–1 expressly for use therein, such Registration
Statement and Preliminary Prospectus did, and the Prospectus and any further amendments or supplements to the Registration Statement and the Prospectus will, when they become effective or are filed with the Commission, as the case may be, not
contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; provided that such representations and warranties set forth in this clause
(f) apply, with respect to a Selling Stockholder, only to statements or omissions made in the Registration Statement, the Preliminary Prospectus, the Prospectus and any further amendments or supplements to the Registration Statement, the
Preliminary Prospectus and the Prospectus that are made in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use therein; provided, further, that it is agreed that such
information furnished by such Selling Stockholder to the Company consists only of (A) the legal name, address and the number of Shares owned by such Selling Stockholder before and after the offering, (B) any biographical information
provided by such Selling Stockholder with regard to representatives of such Selling Stockholder that are members of the board of directors of the Company and (C) the other information with respect to such Selling Stockholder (excluding
percentages) which appear in the table (and corresponding footnotes) under the caption “Principal and Selling Securityholders” in the Registration Statement, Preliminary Prospectus or the Prospectus (such information in the foregoing
clauses (A), (B) and (C) with respect to such Selling Stockholder, collectively, the “Selling Stockholder Information”);
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(g) In order to document the Underwriters’ compliance with the reporting and
withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliver to you prior to or at the First Time of Delivery a properly completed and
executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof);
(h) Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, (i) to fund or facilitate any activities of or business with any person, or in any country or territory, that, at the time of such
funding, is the subject or the target of Sanctions, or in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions, or
(ii) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any Money Laundering Laws or any Anti-Corruption Laws.
2. Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each
of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price per share of $ 25.9875, the number of Firm Shares as set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the
event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, severally and not jointly, agree
to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at the purchase price per share set forth in clause (a) of this Section 2
(provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares), that portion of the
number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum
number of Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are
entitled to purchase hereunder.
The Company and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby
grant, severally and not jointly, to the Underwriters the right to purchase at their election up to 1,200,000 Optional Shares, at the purchase price per share set forth in the paragraph above, provided that the purchase price per Optional Share
shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by
written notice from you to the Company and the Selling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such
Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless you and the Company and the Selling Stockholders otherwise agree in writing, earlier
than one or later than ten business days after the date of such notice.
3. Upon the authorization by you of the release of the Shares,
the several Underwriters propose to offer the Shares for sale upon the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus.
4. (a) The Shares to be purchased by each Underwriter hereunder, in definitive or book-entry form and in such authorized denominations and
registered in such names as the Representatives may request upon at least twenty-four hours’ prior notice to the Company and the Selling Stockholders shall be delivered by or on behalf of the Company and the Selling Stockholders to the
Representatives, through the facilities of The Depository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds
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to the account specified by the Company and, with respect to any Optional Shares sold by the Selling Stockholders only, the Selling Stockholders to the Representatives at least twenty-four hours
in advance. The Company and, if applicable, the Selling Stockholders will cause the certificates, if any, representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined
below) with respect thereto at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm Shares, 9:30 a.m., New York City time, on
June 5, 2026 or such other time and date as the Representatives and the Company may agree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by the Representatives in the written notice
given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as the Representatives, the Company and the Selling Stockholders may agree upon in writing. Such time and date for
delivery of the Firm Shares is herein called the “First Time of Delivery,” such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the “Second Time of Delivery,” and each
such time and date for delivery is herein called a “Time of Delivery;” and
(b) The documents to be delivered at each Time of
Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(j) hereof, will be delivered at the
offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020 or such other location as agreed upon by the Company and the Representatives (the “Closing Location”), and the Shares will be delivered at the
Designated Office, all at such Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting the final drafts of the documents
to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which
is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.
5.
Each of the Company and, for purposes of Sections 5(e) and 5(l) only, Holdings LLC severally and jointly, agrees with each of the Underwriters:
(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under the Act prior to the earlier
of (i) the First Time of Delivery and (ii) the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by Rule
430A(a)(3) under the Act; to make no further amendment or any supplement to the Registration Statement or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you,
promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to
file promptly all material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or other prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any
proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order
preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order;
(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and sale under the
securities laws of such jurisdictions as you may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the
Shares; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation (where not otherwise required) or to file a general consent to service of process in any jurisdiction (where not otherwise
required);
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(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding
the date of this Agreement (or such other time as may be agreed to by you and the Company) and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may
reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection
with the offering or sale of the Shares and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or,
if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notify you and upon your request to prepare and furnish without charge to each Underwriter and to any
dealer in securities (whose name and address the Underwriters shall furnish to the Company) as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will
correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the
Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may reasonably
request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act;
(d) To make generally available to the
Company’s securityholders as soon as practicable (which may be satisfied by filing with the Commission’s Electronic Data Gathering Analysis and Retrieval System (“EDGAR”)), but in any event not later than sixteen months after
the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and
regulations of the Commission thereunder (including, at the option of the Company, Rule 158);
(e) During the period beginning from the
date hereof and continuing to and including the date that is 180 days after the date of the prospectus filed in connection with the Company’s initial public offering of Class A Common Stock (the “Company Lock-Up Period”), not to, directly or indirectly, (i) offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly,
or file with or confidentially submit to the Commission a registration statement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to any options or warrants to purchase
shares of Common Stock or any securities that are convertible into or exchangeable for, or that represent the right to receive, Common Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale,
pledge, disposition or filing, provided that confidential or non-public submissions to the Commission of any registration statements under the Act may be made if and only if (1) no public announcement of
such confidential or non-public submission shall be made, (2) to the extent any demand was made for, or any right exercised with respect to, such registration of shares of Common Stock or securities
convertible, exercisable or exchangeable into Common Stock, no public announcement of such demand or exercise of rights shall be made, (3) the Company shall have provided written notice at least five business days prior to such confidential or non-public submission to the Representatives and (4) no such confidential or non-public submission shall become a publicly filed registration statement during the Company
Lock-Up Period, or (ii) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock or any such other securities, whether
any such transaction
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described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise without the prior written consent of at least two of the
three Representatives; provided, however that the restrictions described above shall not apply to (A) the Shares to be sold hereunder, (B) the Shares issued pursuant to employee stock option plans existing on, or upon the conversion or
exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement, (C) grants of stock options, restricted stock, restricted stock units or other equity awards and the issuance of shares of Common Stock or
securities convertible into or exercisable or exchangeable for Common Stock (whether upon the exercise of stock options or otherwise) to the Company’s employees, officers, directors, advisors or consultants pursuant to the terms of an equity
compensation plan in effect on the date of the First Time of Delivery and described in the Pricing Prospectus and Prospectus, (D) the issuance, offer or entry into an agreement providing for the issuance of up to 10% of the total number of
shares of Common Stock outstanding immediately following the offering of the Shares contemplated by this Agreement in acquisitions or other strategic transactions, provided that such recipients enter into a
lock-up agreement with the Underwriters substantially to the effect set forth in Annex II hereto; (E) the filing of any registration statement on Form S-8 relating
to securities granted or to be granted pursuant to any plan in effect on the date of the First Time of Delivery and described in the Prospectus or any assumed benefit plan pursuant to an acquisition or similar strategic transaction contemplated by
clause (D); or (F) the submission of a confidential registration statement in connection with the exercise of any registration rights described in the Prospectus and any preparations related thereto, provided that such submission or
preparations do not require or result in the public filing of a registration statement with the Commission or any other public announcement of such proposed registration by the Company or any third party during the Company Lock-Up Period (and no such filing, public announcement or activity shall be voluntarily made or taken by the Company or any third party during the Company Lock-Up Period),
and provided further that the Company shall notify the Representatives prior to making any such submission; and provided, further, that in the case of clauses (B) and (C), the Company shall (x) cause each recipient of such securities to
execute and deliver to the Representatives, prior to or substantially concurrently with the issuance of such securities, a lock-up agreement substantially in the form entered into in connection with the
Company’s initial public offering of Class A Common Stock (which, for the avoidance of doubt, shall not extend the lock-up period beyond 180 days after the date of the prospectus filed in connection
with the Company’s initial public offering of Class A Common Stock) to the extent not already executed and delivered by such recipients as of the date hereof and (y) enter stop transfer instructions with the Company’s transfer
agent and registrar on such securities with respect to all recipients of such securities, which the Company agrees it will not waive or amend without the prior written consent of at least two of the three Representatives;
(f) During a period of three years from the effective date of the Registration Statement, to furnish to its stockholders as soon as
practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries certified by an independent public
accounting firm) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to make available to its
stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail; provided, however, that the Company may satisfy the requirements of this Section 5(f) by filing such information
through EDGAR;
(g) During a period of three years from the effective date of the Registration Statement, or so long as the Company is
subject to the reporting requirements of either Section 13 or Section 15(d) under the Exchange Act, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders, and to deliver to you
(i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such
additional information concerning the business and financial condition of the Company as you may from time to time reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its
subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission); provided, however, that the Company may satisfy the requirements of this Section 5(g) by filing such information through EDGAR;
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(h) To use the net proceeds received by it from the sale of the Shares pursuant to this
Agreement in the manner specified in the Pricing Prospectus under the caption “Use of Proceeds;”
(i) To use its best efforts
to maintain the listing of the Shares on the New York Stock Exchange for so long as the Company is a reporting company pursuant to Section 12 or 15 of the Exchange Act;
(j) To file with the Commission such information on Form 10-Q or Form
10-K as may be required by Rule 463 under the Act;
(k) If the Company elects to rely upon Rule
462(b), the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 P.M., Washington, D.C. time, on the date of this Agreement, and the Company shall at the time of filing either pay to the
Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures (16 CFR 202.3a);
(l) Upon reasonable request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the
Company’s trademarks, service marks and corporate logo (the “Offering Logo”) for use on the website, if any, operated by such Underwriter solely for the purpose of facilitating the on-line
offering of the Shares (the “License”); provided, however, that the License shall be used solely for the purpose described above and that the License is granted without any fee and may not be assigned, sublicensed or transferred by the
Underwriter; and
(m) To promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior to
the later of (i) completion of the distribution of the Shares within the meaning of the Act and (ii) the last Time of Delivery.
6. (a) Each of the AEVEX Parties represents and agrees that, without the prior consent of the Representatives, it has not made and will not
make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each of the Selling Stockholders represents and agrees that, without the prior consent of the Company and the
Representatives, it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus; and each Underwriter represents and agrees that, without the prior consent of the Company and the Representatives,
it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus required to be filed with the Commission; any such free writing prospectus the use of which has been consented to by the Company and
the Representatives is listed on Schedule III(a) hereto;
(b) The Company has complied and will comply with the requirements of Rule 433
under the Act applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents that it has satisfied and agrees that it will satisfy the conditions
under Rule 433 under the Act to avoid a requirement to file with the Commission any electronic roadshow (as defined below);
(c) The
Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Written Testing-the-Waters Communication any event occurred or occurs as a
result of which such Issuer Free Writing Prospectus or Written Testing-the-Waters Communication would conflict with the information in the Registration Statement, the
Pricing Prospectus or the Prospectus or would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, not misleading, the
Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnish without charge to each Underwriter an Issuer Free Writing Prospectus, Written Testing-the-Waters Communication or other document which will correct such conflict, statement or omission;
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(d) Each of the AEVEX Parties represents and agrees that (i) it has not engaged in, or
authorized any other person to engage in, any Testing-the-Waters Communications, other than
Testing-the-Waters Communications with the prior consent of the Representatives with entities that the Company reasonably believes are qualified institutional buyers as
defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act; and (ii) it has not distributed, or authorized any other person to distribute, any
Written Testing-the-Waters Communications, other than those distributed with the prior consent of the Representatives that are listed on Schedule III hereto; and the
Company reconfirms that the Underwriters have been authorized to act on its behalf in engaging in Testing-the-Waters Communications; and
(e) Each Underwriter represents and agrees that any
Testing-the-Waters Communications undertaken by it were with entities that such Underwriter reasonably believes are qualified institutional buyers as defined in Rule
144A under the Act or institutions that are accredited investors as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Act.
7. Each of the AEVEX Parties, jointly and severally, covenants and agrees with the several Underwriters that the AEVEX Parties, jointly and
severally, will pay or cause to be paid the following: (i) the reasonable and documented fees, disbursements and expenses of the AEVEX Parties’ counsel and accountants in connection with the registration of the Shares under the Act and
all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Written
Testing-the-Waters Communication, any Issuer Free Writing Prospectus and the Prospectus and amendments and supplements thereto and the mailing and delivering of copies
thereof to the Underwriters and dealers; (ii) the cost of printing or producing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilations thereof) and any other documents in
connection with the offering, purchase, sale and delivery of the Shares; (iii) reasonable and documented expenses incurred in connection with the qualification of the Shares for offering and sale under state securities laws as provided in
Section 5(b) hereof, including the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky survey (not to exceed $15,000); (iv) the filing fees
incident to, and the reasonable and documented fees and disbursements of counsel for the Underwriters in connection with, any required review by the FINRA of the terms of the sale of the Shares (provided that the aggregate fees and disbursements of
counsel for the Underwriters pursuant to clause (iii) and this clause (v) of this Section 7 shall not exceed $45,000 in the aggregate); (v) the cost of preparing stock certificates, to the extent applicable; (vi) the cost and
charges of any transfer agent or registrar; (vii) the costs and expenses of the Company relating to investor presentations on any “roadshow” undertaken in connection with the marketing of the offering of the Shares, including,
without limitation, expenses associated with the preparation or dissemination of any electronic roadshow, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the
roadshow presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and any such consultants, and the cost of any chartered aircraft or other means of transportation chartered in connection with
the road show; (viii) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 7; (ix) all costs and expenses incident to the performance of
such Selling Stockholder’s obligations hereunder with respect to any fees and expenses of counsel for such Selling Stockholder; and (x) such Selling Stockholder will pay or cause to be paid all expenses and taxes incident to the sale and
delivery of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder. In connection with clause (x) of the preceding sentence, the Representatives agree to pay New York State stock transfer tax, and each Selling
Stockholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of
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payment and for any portion of such tax payment not rebated. It is understood, however, that the Company shall bear, and the Selling Stockholders shall not be required to pay or to reimburse the
Company for, the cost of any other matters not directly relating to the sale and purchase of the Shares pursuant to this Agreement. It is understood, however, that, except as provided in this Section 7, and Sections 9 and 12 hereof, the
Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Shares by them, and any advertising expenses connected with any offers they may make.
8. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, in their
discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Stockholders herein are, at and as of the Applicable Time and such Time of Delivery, true and correct, the condition that the
Company and the Selling Stockholders shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions:
(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time
period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the
Commission within the applicable time period prescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statement shall have become effective by 10:00 P.M., Washington,
D.C. time, on the date of this Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act shall have
been initiated or, to the AEVEX Parties’ knowledge, threatened by the Commission; no stop order suspending or preventing the use of the Pricing Prospectus, Prospectus or any Issuer Free Writing Prospectus shall have been initiated or, to the
AEVEX Parties’ knowledge, threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction;
(b) Latham & Watkins LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions
and negative assurance letter, each dated such Time of Delivery, in form and substance reasonably satisfactory to you, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such
matters;
(c) Kirkland & Ellis LLP, counsel for the AEVEX Parties, shall have furnished to you their written
opinion or opinions and negative assurance letter, each dated such Time of Delivery, in form and substance reasonably satisfactory to you;
(d) Kirkland & Ellis LLP, counsel for the Selling Stockholders as indicated in Schedule II hereto, shall have
furnished to you their written opinion with respect to the Selling Stockholders for whom they are acting as counsel, dated the First Time of Delivery, in form and substance satisfactory to you;
(e) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on the
effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at each Time of Delivery, PricewaterhouseCoopers LLP shall have furnished to
you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you;
(f)
The Company shall have furnished or caused to be furnished to you, at each of the Applicable Time and at such Time of Delivery, a certificate of the Chief Financial Officer of the Company, in a form reasonably satisfactory to you;
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(g) (i) None of the AEVEX Parties nor any of their respective subsidiaries
shall have sustained since the date of the latest audited financial statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood, or other calamity, whether or not covered by insurance, or from
any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus there
shall not have been (A) any change in the capital stock or membership interests (other than as a result of (x) the exercise, vesting or settlement (including any “net” or “cashless” exercises or settlements), if
any, of stock options or the award, if any, of stock options, stock appreciation rights, restricted stock or restricted stock units in the ordinary course of business pursuant to the equity plans that are described in the Pricing Prospectus and the
Prospectus or (y) the issuance, if any, of stock upon conversion or exchange of securities as described in the Pricing Prospectus and the Prospectus) or, except as disclosed in or contemplated by the Pricing Prospectus and the Prospectus, long
term debt of any of the AEVEX Parties or their respective subsidiaries or (B) any change or effect, or any development involving a prospective change or effect, in or affecting (x) the business, properties, general affairs, management,
financial position, stockholders’ or members’ equity or results of operations of the AEVEX Parties and their respective subsidiaries, taken as a whole, except as set forth or contemplated in the Pricing Prospectus and the Prospectus, or
(y) the ability of any of the AEVEX Parties to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions contemplated in the Pricing Prospectus and the Prospectus, the effect
of which, in any such case described in clause (i) or (ii), is in your judgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of
Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(h) On or after
the Applicable Time there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange or on the Nasdaq Stock Market; (ii) a suspension or material
limitation in trading in the Company’s securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a material disruption in commercial
banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war or (v) the
occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified in clause (iv) or (v) in your judgment makes it impracticable
or inadvisable to proceed with the public offering or the delivery of the Shares being delivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus and the Prospectus;
(i) The Shares to be sold at such Time of Delivery shall have been duly listed subject to official notice of issuance, on the
New York Stock Exchange;
(j) The Company shall have complied with the provisions of Section 5(c) hereof with respect
to the furnishing of prospectuses on the New York Business Day next succeeding the date of this Agreement; and
(k) The
Company and the Selling Stockholders shall have furnished or caused to be furnished to you at such Time of Delivery certificates of officers of the Company and the Selling Stockholders, respectively, satisfactory to you as to the accuracy of the
representations and warranties of the Company and the Selling Stockholders, respectively, herein at and as of such Time of Delivery, as to the performance by the Company and the Selling Stockholders of all of their respective obligations hereunder
to be performed at or prior to such Time of Delivery, as to such other matters as you may reasonably request, and the Company shall have furnished or caused to be furnished certificates as to the matters set forth in subsections (a) and (g) of
this Section 8 and as to such other matters as you may reasonably request.
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9. (a) Each of the AEVEX Parties, jointly and severally, will indemnify and hold harmless
each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto,
any Issuer Free Writing Prospectus, any “roadshow” as defined in Rule 433(h) under the Act (a “roadshow”), any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in the case of the Registration Statement (and any amendments or supplements thereto) only, not misleading, and, in the case of such other documents, not misleading in light of the circumstances under which
such statements were made, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided,
however, that the AEVEX Parties shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in
the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus or any
Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information (as defined below);
(b) Each of the Selling Stockholders, severally and not jointly, will indemnify and hold harmless each Underwriter and the Company against any
losses, claims, damages or liabilities, joint or several, to which such Underwriter or the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free
Writing Prospectus, any roadshow or any Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein, in the case of the Registration Statement (and any amendments or supplements thereto) only, not misleading, and, in the case of such other documents, not misleading in
light of the circumstances under which such statements were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any
Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto or any Issuer Free Writing Prospectus, or any roadshow or any
Testing-the-Waters Communication, in reliance upon and in conformity with written information furnished to the Company by such Selling Stockholder expressly for use
therein; and will reimburse each Underwriter and the Company for any reasonable out-of-pocket legal or other expenses reasonably incurred by such Underwriter or the
Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any amendment or
supplement thereto or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information; provided, further, that the liability of such Selling Stockholder pursuant to this subsection (b) shall not exceed the
net proceeds after underwriting commissions and discounts but before deducting expenses from the sale of Shares sold by such Selling Stockholder hereunder (the “Selling Stockholder Proceeds”) less any amounts such Selling Stockholder is
obligated to contribute pursuant to Sections 9(f) and 9(g) below;
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(c) [Reserved];
(d) Each Underwriter, severally and not jointly, will indemnify and hold harmless each AEVEX Party and each Selling Stockholder against any
losses, claims, damages or liabilities to which such AEVEX Party or such Selling Stockholder may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free
Writing Prospectus, or any roadshow or any Testing-the-Waters Communication, or arise out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein, in the case of the Registration Statement (and any amendments or supplements thereto) only, not misleading, and, in the case of such other documents, not
misleading in light of the circumstances under which such statements were made, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration
Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any roadshow or any
Testing-the-Waters Communication, in reliance upon and in conformity with the Underwriter Information; and will reimburse each AEVEX Party and each Selling Stockholder
for any legal or other expenses reasonably incurred by such AEVEX Party or such Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred. As used in this Agreement with respect to an
Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; it being understood and agreed upon
that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth and fifth paragraphs under
the caption “Underwriting,” and the information contained in the thirteenth paragraph under the caption “Underwriting;”
(e) Promptly after receipt by an indemnified party under subsection (a), (b) or (d) of this Section 9 of notice of the commencement
of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that the failure to notify
the indemnifying party shall not relieve it from any liability that it may have under the preceding paragraphs of this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; provided, further, that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under the preceding paragraphs of this
Section 9. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it
shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to
the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any
legal expenses of other counsel or any other expenses, in each case subsequently incurred and documented by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall,
without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may
be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability
arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party;
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(f) If the indemnification provided for in this Section 9 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a), (b) or (d) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the AEVEX
Parties and the Selling Stockholders on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law, then each
indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the AEVEX Parties and the Selling
Stockholders on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the AEVEX Parties and the Selling Stockholders on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company and the Selling Stockholders bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative
fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the AEVEX Parties or the
Selling Stockholders on the one hand or the Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The AEVEX Parties, the Selling
Stockholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (f) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by
any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (f). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this subsection (f) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (f), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to
the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (f) to contribute are several in
proportion to their respective underwriting obligations and not joint. Notwithstanding anything to the contrary in this Section 9, the liability of each Selling Stockholder under this Section 9(f) shall in no event exceed its Selling
Stockholder Proceeds; provided, however, in no event shall any Selling Stockholder be required to contribute pursuant to this subsection (f) any amount in excess of the amount by which the Selling Stockholder Proceeds received by such Selling
Stockholder from the sale of the Shares exceeds the damages that such Selling Stockholder has otherwise been required to pay under subsection (b) above by reason of such untrue or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with the Selling Stockholder Information; and
(g) The obligations of each of the AEVEX Parties and each
of the Selling Stockholders under this Section 9 shall be in addition to any liability which the AEVEX Parties and the Selling Stockholders may otherwise have and shall extend, upon the same terms and conditions, to each employee, officer and
director of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer or other affiliate of any Underwriter; and the obligations of the Underwriters under this Section 9 shall be
in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his or her consent, is named
in the Registration Statement as about to become a director of the Company) and to each person, if any, who controls the Company or any Selling Stockholder within the meaning of the Act.
23
10. (a) If any Underwriter shall default in its obligation to purchase the Shares which it
has agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties reasonably satisfactory to the Company and the Selling Stockholders to purchase such Shares on the terms contained
herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company and the Selling Stockholders shall be entitled to a further period
of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the
Company and the Selling Stockholders that you have so arranged for the purchase of such Shares, or the Company or a Selling Stockholder notifies you that it has so arranged for the purchase of such Shares, you or the Company or such Selling
Stockholder shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents
or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” as used in this Agreement
shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Shares;
(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you, the Company
and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased does not exceed one eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery,
then the Company and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares which such Underwriter agreed to purchase hereunder at such Time
of Delivery and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such
defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default; and
(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the
Company and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remains unpurchased exceeds one eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, or
if the Company and the Selling Stockholders shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or
Underwriters, then this Agreement (or, with respect to the Second Time of Delivery, the obligations of the Underwriters to purchase and of the Company to sell the Optional Shares) shall thereupon terminate, without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholders, except for the expenses to be borne by the Company, the Selling Stockholders and the Underwriters as provided in Section 7 hereof and the
indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
11. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the AEVEX Parties, the
Selling Stockholders and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as
to the results thereof) made by or on behalf of any Underwriter or any director, officer, employee, affiliate or controlling person of any Underwriter, or the AEVEX Parties, or the Selling Stockholders, or any officer or director or controlling
person of any of the AEVEX Parties, or any controlling person of any Selling Stockholder, and shall survive delivery of and payment for the Shares.
24
12. If this Agreement shall be terminated pursuant to Section 10 hereof, none of the
AEVEX Parties or the Selling Stockholders shall then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason (other than those set forth in clauses (i), (iii), (iv) or (v) of
Section 8(h)), any Shares are not delivered by or on behalf of the Company and the Selling Stockholders as provided herein or the Underwriters decline to purchase the Shares for any reason permitted under this Agreement (other than those set
forth in clauses (i), (iii), (iv) or (v) of Section 8(h)), the AEVEX Parties shall, jointly and severally, reimburse the Underwriters through you for all reasonable and documented out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred and documented by the Underwriters in making preparations for the purchase, sale and
delivery of the Shares not so delivered, but the AEVEX Parties and the Selling Stockholders shall then be under no further liability to any Underwriter in respect of the Shares not so delivered except as provided in Sections 7 and 9 hereof.
13. In all dealings hereunder, the Representatives shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled
to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives; and in all dealings with any Selling Stockholder hereunder, you and the Company shall be entitled to act and rely
upon any statement, request, notice or agreement of such Selling Stockholder.
All statements, requests, notices and agreements hereunder
shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to you as the representatives in care of Goldman Sachs & Co. LLC, 200 West Street, New York, New York 10282-2198, Attention:
Registration Department; BofA Securities, Inc., One Bryant Park, New York, New York 10036, Attention: Syndicate Department, with a copy to ECM Legal; and Jefferies LLC, 520 Madison Avenue, New York, New York 10022, Attention: General Counsel; if to
any Selling Stockholder shall be delivered or sent by mail, telex or facsimile transmission to counsel for such Selling Stockholder at its address set forth in Schedule II hereto; and if to the AEVEX Parties shall be delivered or sent by mail, telex
or facsimile transmission to the address of the Company set forth in the Registration Statement, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 9(e) hereof shall be delivered or sent by mail,
telex or facsimile transmission to such Underwriter at its address set forth in its Underwriters’ Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company or the Selling Stockholders by you upon
request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.
In accordance with the requirements
of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients,
including the AEVEX Parties and the Selling Stockholders, which information may include the name and address of their respective clients, as well as other information that will allow the Underwriters to properly identify their respective clients.
14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the AEVEX Parties and the Selling
Stockholders and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the AEVEX Parties and each person who controls the AEVEX Parties, the Selling Stockholders or any Underwriter, or any director, officer, employee, or
affiliate of any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any
Underwriter shall be deemed a successor or assign by reason merely of such purchase.
15. Time shall be of the essence of this Agreement.
As used herein, the term “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.
25
16. Each of the AEVEX Parties and each of the Selling Stockholders acknowledges and agrees
that (i) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the AEVEX Parties and the Selling Stockholders, on the one hand, and the
several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the AEVEX Parties or any Selling Stockholder,
(iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the AEVEX Parties or any Selling Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such
Underwriter has advised or is currently advising the AEVEX Parties or any Selling Stockholder on other matters) or any other obligation to the AEVEX Parties or any Selling Stockholder except the obligations expressly set forth in this Agreement,
(iv) each AEVEX Party and each Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate, and (v) none of the activities of the Underwriters in connection with the transactions contemplated
herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. Each of the AEVEX Parties agrees and each Selling Stockholder agrees that it will not claim that
the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such AEVEX Party or any Selling Stockholder, in connection with such transaction or the process leading thereto.
17. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the AEVEX Parties, the Selling
Stockholders and the Underwriters, or any of them, with respect to the subject matter hereof.
18. This Agreement and any transaction
contemplated by this Agreement and any claim, controversy or dispute arising under or related thereto shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflict of laws that would
result in the application of any other law than the laws of the State of New York. Each of the AEVEX Parties and each of the Selling Stockholders agrees that any suit or proceeding arising in respect of this Agreement or any transaction contemplated
by this Agreement will be tried exclusively in the U.S. District Court for the Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and each of the
AEVEX Parties and each of the Selling Stockholders agrees to submit to the jurisdiction of, and to venue in, such courts.
19. Each of
the AEVEX Parties, each of the Selling Stockholders and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to
this Agreement or the transactions contemplated hereby.
20. This Agreement may be executed by any one or more of the parties hereto in
any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic
signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered
shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
21. Notwithstanding anything herein
to the contrary, the AEVEX Parties and the Selling Stockholders are authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax
opinions and other tax analyses) provided to the AEVEX Parties and the Selling Stockholders relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax
treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “tax structure” is limited to any facts
that may be relevant to that treatment.
22. Recognition of the U.S. Special Resolution Regimes.
26
(a) In the event that any Underwriter that is a Covered Entity becomes subject to a
proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the
U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.
(b) In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding
under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special
Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.
(c) As used in this
Section 22:
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted
in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§
252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance
Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
[Remainder of page intentionally left blank]
27
If the foregoing is in accordance with your understanding, please sign and return to us
counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this Agreement and such acceptance hereof shall constitute a binding agreement between each of the Underwriters, the AEVEX Parties and the Selling
Stockholders. It is understood that your acceptance of this Agreement on behalf of each of the Underwriters is pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the AEVEX Parties
and the Selling Stockholders for examination upon request, but without warranty on your part as to the authority of the signers thereof.
Very truly yours,
AEVEX Corp.
By:
/s/ Roger Wells
Name: Roger Wells
Title: Chief Executive Officer
Athena Technology Solutions Holdings, LLC
By:
/s/ Roger Wells
Name: Roger Wells
Title: Chief Executive Officer
ATS PubCo Holdings, L.P.
By:
/s/ Roger Wells
Name: Robert Wells
Title: Chief Executive Officer
ATS PubCo Seller Holdings, LLC
By:
/s/ Roger Wells
Name: Roger Wells
Title: Chief Executive Officer
[Signature Page to Underwriting Agreement]
Accepted as of the date hereof:
Goldman Sachs & Co. LLC
By:
/s/ Ryan Cunn
Name: Ryan Cunn
Title: Managing Director
BofA Securities, Inc.
By:
/s/ Andrew Chassin
Name: Andrew Chassin
Title: Managing Director
Jefferies LLC
By:
/s/ Scott Skidmore
Name: Scott Skidmore
Title: Managing Director
On behalf of each of the Underwriters
[Signature Page to Underwriting Agreement]
SCHEDULE I
Underwriter
Total Number of
Firm Shares to
be Purchased
Number of
Optional
Shares to be
Purchased if
Maximum Option
Exercised
Goldman Sachs & Co. LLC
2,176,001
326,400
BofA Securities, Inc.
1,642,667
246,400
Jefferies LLC
1,642,667
246,400
J.P. Morgan Securities LLC
746,667
112,000
RBC Capital Markets, LLC
597,333
89,600
Robert W. Baird & Co. Incorporated
373,333
56,000
William Blair & Company, L.L.C.
298,667
44,800
Raymond James & Associates, Inc.
261,333
39,200
Needham & Company, LLC
149,333
22,400
Academy Securities, Inc.
37,333
5,600
Capital One Securities, Inc
37,333
5,600
PNC Capital Markets LLC.
37,333
5,600
Total
8,000,000
1,200,000
SCHEDULE II
Selling Stockholder
Total Number of
Firm Shares to
be Sold
Number of
Optional
Shares to be
Sold if
Maximum Option
Exercised
ATS PubCo Holdings, L.P.
9,341
—
ATS PubCo Seller Holdings, LLC
2,264,502
341,077
Total
2,273,843
341,077
SCHEDULE III
(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package:
Electronic roadshow dated June 1, 2026.
(b) Additional documents incorporated by reference:
None.
(c) Information other than the Pricing
Prospectus that comprise the Pricing Disclosure Package:
The public offering price per share for the Shares is $27.00.
The number of Shares purchased by the Underwriters is 9,200,000 (comprised of 8,000,000 Firm Shares and 1,200,000 Optional Shares, assuming the
maximum option is exercised).
(d) Written Testing-the-Waters
Communications:
None.
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na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
+ Details
Name:
dei_SolicitingMaterial
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Trading symbol of an instrument as listed on an exchange.
+ References
No definition available.
+ Details
Name:
dei_TradingSymbol
Namespace Prefix:
dei_
Data Type:
dei:tradingSymbolItemType
Balance Type:
na
Period Type:
duration
X
- Definition
Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
+ Details
Name:
dei_WrittenCommunications
Namespace Prefix:
dei_
Data Type:
xbrli:booleanItemType
Balance Type:
na
Period Type:
duration