13G Filing: Onex Corp and Fly Leasing Ltd (NYSE:FLY)

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(1)

Consists of the following: (i) 615,954 shares of Common Stock directly held by Onex Corporation (Onex); (ii) 63,804 shares of Common Stock directly held by Onex Partners III GP LP (OPGP); (iii) 5,241 shares of Common Stock directly held by Onex US Principals LP (Principals); (iv) 21,746 shares of Common Stock directly held by Onex Partners III PV LP (OPPV); (v) 5,517 shares of Common Stock directly held by Onex Partners III Select LP (OP Select); and (vi) 1,715,470 shares of Common Stock directly held by Onex Partners III LP (OP III). Onex may be deemed to beneficially own the shares of Common Stock directly held by: (a) OPGP through its ownership of all of the common stock of Onex Partners GP Inc. (Onex GP Inc.), which is the general partner of OPGP; (b) Principals through its ownership of all of the equity of Onex American Holdings II LLC (OAH II), which owns all of the equity of Onex American Holdings GP LLC (OAH GP), which is the general partner of Principals; (c) OPPV, through its ownership of all of the common stock of Onex GP Inc., which is the general partner of OPGP, which is the general partner of OPPV, (d) OP Select, through its ownership of all of the common stock of Onex GP Inc., which is the general partner of OPGP, which is the general partner of OP Select, and (e) OP III, through its ownership of all of the common stock of Onex GP Inc., which is the general partner of OPGP, which is the general partner of OP III. Onex disclaims beneficial ownership of the Common Stock reported as beneficially owned by it herein except to the extent of its pecuniary interest therein.

(2)

Consists of the following: (i) 63,804 shares of Common Stock directly held by OPGP; (ii) 21,746 shares of Common Stock directly held by OPPV; (iii) 5,517 shares of Common Stock directly held by OP Select; and (iv) 1,715,470 shares of Common Stock directly held by OP III. OPGP, as the general partner of each of OPPV, OP Select and OP III, may be deemed to beneficially own the shares of Common Stock directly held by each of them.

(3)	All of the shares of Common Stock beneficially owned by OPGP may be deemed to be beneficially owned by Onex GP Inc., its general partner.

(4)	Consists of shares of Common Stock directly held by Principals.

(5)	All of the shares of Common Stock beneficially owned by Principals may be deemed to be beneficially owned by OAH GP, its general partner.

(6)	All of the shares of Common Stock beneficially owned by OAH GP may be deemed to be beneficially owned by OAH II, which owns all of the equity of OAH GP.

(7)	Consists of shares of Common Stock directly held by OPPV.

(8)	Consists of shares of Common Stock directly held by OP Select.

(9)	Consists of shares of Common Stock directly held by OP III.

(10)	Consists of shares of Common Stock directly held by New PCo II Investments Ltd. (New PCo).

(11)

Consists of 15,744 shares of Common Stock directly held by New PCo, and all shares of Common Stock reported as beneficially owned by Onex (see footnotes 1 and 10). All of the shares of Common Stock beneficially owned by New PCo may be deemed to be beneficially owned by Mr. Schwartz, who is the indirect holder of all of the voting rights in New PCo. In addition, as Mr. Schwartz is the Chairman, President and Chief Executive Officer of Onex, and the indirect holder of a majority of the voting rights of the shares of Onex, he may be deemed to beneficially own all Common Stock beneficially owned by Onex. Mr. Schwartz disclaims beneficial ownership of the Common Stock reported as beneficially owned by him herein except to the extent of his pecuniary interest therein.

(b) Percent of class (based on 32,256,440 shares of Common Stock
outstanding as of December 31, 2016, as reported by the Issuer on Form 20-F filed with the SEC on March 15, 2017.)

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