8-K

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): November 9, 2018

Commission file number 001-31617

BRISTOW GROUP INC.

(Exact name of registrant as specified in charter)

Delaware	72-0679819
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2103 City West Blvd., 4th Floor, Houston, Texas	77042
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 267-7600

None

Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):

☐ 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))

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.

Stock Purchase Agreement

On November 9, 2018, Bear Acquisition I, LLC (“Purchaser”), a newly formed wholly owned subsidiary of Bristow Group Inc. (the “Company”), and the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Columbia Helicopters, Inc. (“Columbia”), the shareholders of Columbia (the “Sellers”), and a shareholder representative. The Purchase Agreement provides for the acquisition by the Purchaser of all of the issued and outstanding shares of Columbia (the “Acquisition”), on the terms and subject to the conditions set forth in the Purchase Agreement.

The consideration to be paid by the Purchaser under the Purchase Agreement consists of $492,400,000 in cash and a number of shares of common stock of the Company, $0.01 par value (“Company Common Stock”), with an aggregate value of approximately $67 million, calculated based on the volume weighted average price of the Company Common Stock during the five trading beginning with November 9, 2018, provided that the aggregate number of shares to be issued pursuant to the Purchase Agreement will not exceed 17.31% of the Company’s outstanding Common Stock as of immediately prior to the Closing. If the number of shares to be issued is reduced as a result of this limitation, then an additional cash amount of up to $4,350,649 in the aggregate will be paid to the selling stockholders pursuant to the Purchase Agreement (the “Stock Consideration”). The consideration is subject to adjustment as described in the Purchase Agreement.

The Purchase Agreement contains representations, warranties and covenants of the parties. The completion of the Acquisition is subject to the satisfaction of certain conditions, including, but not limited to the expiration of any waiting period applicable to the Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the authorization for listing of the shares of Company Common Stock to be issued as Stock Consideration on the New York Stock Exchange, the completion of certain environmental testing, the continued employment of Steven E. Bandy as President and CEO of Columbia, the investment in Company Common Stock by certain holders of Columbia equity awards, the accuracy of the parties’ representations and warranties (including the absence of a “Material Adverse Effect” with respect to either party), and the receipt of other specified consents and approvals. The Purchase Agreement contains certain termination rights, including the right of either party to terminate the Purchase Agreement if the closing of the Acquisition (the “Closing”) has not occurred by April 8, 2019 (subject to extension if the financing marketing period has not yet been completed). The Purchase Agreement also provides that, under specified circumstances where the conditions to Purchaser’s obligations to close the Acquisition have been satisfied but Purchaser has not consummated the Acquisition, Purchaser will be required to pay Columbia a termination fee of $20 million.

Stockholders Agreement

In connection with the Acquisition, the Company and certain of the Sellers entered into a Stockholders Agreement, which will become effective at the Closing. The Stockholders Agreement provides that such Sellers may not transfer the shares of Company Common Stock received as Stock Consideration for a period of 9 months following the Closing, subject to customary exceptions. Following the Closing, the Company has agreed to, among other things, prepare and file with the Securities and Exchange Commission (“SEC”) a shelf registration statement on Form S-3, or an amendment to an existing shelf registration statement, relating to the resale by the Sellers of the shares of Company Common Stock issued as Stock Consideration. The Sellers that are party to the Stockholders Agreement will also be subject to certain additional transfer restrictions with respect to their Company Common Stock. In addition, the Sellers that are party to the Stockholders Agreement have agreed to vote all of their shares of Company Common Stock in favor of all director nominees recommended by the Company Board, against any director nominees that have not been recommended by the Board, and in accordance with the Board’s recommendation on all other matters (subject to certain exceptions). The Stockholders Agreement also includes standstill provisions that will restrict the Sellers that are party to the Stockholders Agreement from, among other things, nominating any directors, proposing any acquisition transaction relating to all or part of the Company, initiating any stockholder proposal, or acquiring, in the aggregate amongst the Sellers and during any consecutive twelve-month period, more than 2% of the Company’s outstanding voting securities through open-market purchases.

The Stockholders Agreement will terminate on the later of (1) the second anniversary of the Closing and (2) such shorter period ending when all the stockholders cease to own, in the aggregate, 7.5% of the total voting power of the Company (calculated on a fully diluted basis).

The foregoing description of the Acquisition, the Purchase Agreement, and the Stockholders Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and the Stockholders Agreement, copies of which are attached hereto as Exhibit 2.1 and Exhibit 10.1, respectively, and are each incorporated herein by reference. The Purchase Agreement and the Stockholders Agreement have been included as exhibits hereto solely to provide investors and security holders with information regarding their terms. They are not intended to be a source of financial, business or operational information about the Company, Columbia or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Purchase Agreement and the Stockholders Agreement are made only for purposes of those agreements and are made as of specific dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement and the Stockholders Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties rather than establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company, Columbia or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the dates of the Purchase Agreement and the Stockholders Agreement, which subsequent information may or may not be fully reflected in public disclosures.

Financing Arrangements

In connection with the Acquisition, on November 9, 2018, the Company and Purchaser entered into a commitment letter (the “Debt Commitment Letter”), pursuant to which Jefferies Finance LLC has committed to provide a portion of the financing for the Acquisition. The Debt Commitment Letter provides for a fully committed $360 million senior secured increasing rate bridge loan facility (the “Bridge Loan Facility”).

The commitments pursuant to the Bridge Loan Facility are subject to the satisfaction of certain conditions, including (1) the execution and delivery of definitive documentation with respect to the Bridge Loan Facility in accordance with the terms set forth in the Debt Commitment Letter, (2) the Closing, (3) the receipt of the Consent (as defined herein), (4) the closing of the private placement of the Convertible Notes (as defined herein), and (5) the absence of any material adverse effect with respect to Columbia’s business. The foregoing description of the Debt Commitment Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the Debt Commitment Letter, a copy of which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.

Also, on November 9, 2018, the Company entered into a Commitment Letter (the “Convertible Notes Commitment Letter”) with certain private investors (collectively, the “Note Purchasers”), whereby the Company has agreed to issue, and the Note Purchasers have agreed to purchase, a minimum of $135 million aggregate principal amount of a new series of convertible senior secured notes of the Company (the “Convertible Notes”). The Note Purchasers also have the option to purchase up to an additional $15 million of Convertible Notes. The Convertible Notes will be secured by a pledge of the common stock of Columbia, an unrestricted subsidiary, held by the Company. In connection with such pledge, the Company will be required to obtain the consent of holders of the Company’s 8.75% senior secured notes due 2023 to an amendment to the related indenture (the “Consent”). The Convertible Notes have an initial conversion premium determined based on the three trading day volume weighted average price of the Company Common Stock over the period commencing following the announcement of the receipt of such Consent. In addition, the Company expects Columbia to issue warrants to purchase shares of the capital stock of Columbia in the event of certain events of bankruptcy, insolvency or reorganization with respect to the Company.

The Convertible Notes and the warrants will be issued in a private placement exempt from the registration requirements of the Securities Act, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act. The closing of the private placement is subject to the satisfaction of certain conditions, including (1) the execution and delivery of definitive documentation with respect to the Convertible Notes in accordance with the terms set forth in the Convertible Notes Commitment Letter, (2) the

Closing, (3) the receipt of the Consent and (4) the absence of any material adverse effect with respect to Columbia’s business. The foregoing description of the Convertible Notes Commitment Letter, the Convertible Notes, and the warrants does not purport to be complete and is subject to and qualified in its entirety by reference to the Convertible Notes Commitment Letter, a copy of which is attached hereto as Exhibit 10.3, and is incorporated herein by reference.

Subscription Agreements

In connection with the Purchase Agreement, the Company entered into subscription agreements with certain employees of Columbia, pursuant to which the Company has agreed to issue and the employees have agreed to purchase an aggregate of $10 million worth of Company Common Stock (calculated based on the volume weighted average price of the Company Common Stock for the five consecutive trading day period starting with the opening of the first primary trading session following the execution and public announcement of the Purchase Agreement, provided that: (1) the aggregate number of shares to be issued pursuant to the Subscription Agreements will not exceed 2.58% of the Company’s outstanding Common Stock as of the Closing; and (2) if the number of shares that would have been issued based on the volume weighted average price does exceed 2.58% of the Company’s outstanding Common Stock as of the Closing, then the purchase price of the Common Stock under the Subscription Agreements will be reduced by up to $649,351 in the aggregate for the purpose of funding the Acquisition consideration) (the “Subscription Agreements”) at the Closing. The shares of Company Common Stock are subject to repurchase by the Company upon the occurrence of certain events of termination of employment within two years after the Closing. In addition, the Company agreed to award such employees at Closing restricted stock units under the Company’s 2007 Long Term Incentive Plan. The foregoing summary of the Subscription Agreements is not complete and is subject to and qualified in its entirety by reference to the Forms of Subscription Agreement, copies of which are attached hereto as Exhibit 10.4 and Exhibit 10.5, and are each incorporated herein by reference.

Item 3.02. Unregistered Sale of Equity Securities.

The information set forth in Item 1.01 of this report related to the proposed issuance of the Company Common Stock pursuant to the Purchase Agreement and the Subscription Agreements and the issuance of the Convertible Notes pursuant to the Convertible Notes Commitment Letter, which are subject to the terms and conditions set forth in the Purchase Agreement, the Subscription Agreements and the Convertible Notes Commitment Letter, is incorporated by reference into this Item 3.02. The Company is relying on the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded by Section 4(2) thereof and rules and regulations of the SEC promulgated thereunder. The Company Common Stock issued pursuant to the Purchase Agreement and the Subscription Agreements will be issued to “accredited investors” or to non-accredited investors who have relied on a “purchaser representative” as defined in Regulation D promulgated by the SEC under the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated as of November  9, 2018, by and among Bear Acquisition I, LLC, Bristow Group Inc. (solely for the limited purposes set forth therein), Columbia Helicopters, Inc., the Shareholders (as defined therein), and Nancy C. Lematta (solely in her capacity as the Shareholder Representative) †
10.1	Stockholders Agreement, dated as of November 9, 2018, by and among Bristow Group Inc. and the stockholders that are party to such agreement
10.2	Commitment Letter, dated as of November 9, 2018, by and among Bristow Group Inc., Bear Acquisition I, LLC and Jefferies Finance LLC
10.3	Commitment Letter, dated as of November 9, 2018, by and among Bristow Group Inc. and certain private investors
10.4	Form of Subscription Agreement, Form A
10.5	Form of Subscription Agreement, Form B

^† Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC.

Cautionary Statements Regarding Forward-Looking Information

Investors are cautioned that some of the statements we use in this report contain forward-looking statements and are made pursuant to the “safe-harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties and depend upon future events or conditions. Actual events or results might differ materially from those expressed or forecasted in these forward-looking statements. Accordingly, we cannot guarantee you that our plans and expectations will be achieved. Such statements may include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts. Important factors that could cause actual events or results to differ materially from those anticipated by our forward-looking statements or historical performance associated with the proposed Acquisition include the

ability to meet closing conditions at all or on the expected terms and schedule, business disruption during the pendency of the Acquisition or thereafter making it more difficult to maintain business and operational relationships, including the possibility that our announcement of the Acquisition could disrupt our or Columbia’s relationships with financial institutions, customers, employees or other partners; and difficulties and delays in integrating Columbia’s business or fully realizing benefits of the Acquisition at all or within the expected time period. Additional factors that could cause events or results to differ materially from those anticipated by our forward-looking statements or historical performance can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018 and its quarterly report on Form 10-Q for the quarter ended June 30, 2018.

Our forward-looking statements speak only as of the date they are made and should not be relied upon as representing our plans and expectations as of any subsequent date. We undertake no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events, except to the extent required by the federal securities laws.

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.

	BRISTOW GROUP INC.
Date: November 9, 2018	By:	/s/ L. Don Miller
		L. Don Miller
		Senior Vice President and Chief Financial Officer

EX-2.1

Exhibit 2.1

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

AMONG

BEAR ACQUISITION I, LLC,

BRISTOW GROUP INC. (solely for purposes of Sections 3.2(b), 4.2(b), 5.9, 8.3, 8.7, and 14.15),

COLUMBIA HELICOPTERS, INC.,

THE SHAREHOLDERS LISTED ON SCHEDULE 1,

AND

THE SHAREHOLDER REPRESENTATIVE

Dated as of November 9, 2018

TABLE OF CONTENTS

		Page
ARTICLE 1 DEFINITIONS AND INTERPRETATIONS		3
1.1	Definitions	3
1.2	Interpretation	3
ARTICLE 2 PURCHASE AND SALE OF SHARES		3
ARTICLE 3 CONSIDERATION		3
3.1	Aggregate Consideration	3
3.2	Payments at Closing	6
3.3	Procedure for Determining Projected Cash Purchase Price and Final Cash Purchase Price	6
3.4	Final Closing Payment	9
ARTICLE 4 CLOSING		9
4.1	Closing	9
4.2	Closing Transactions and Payments	10
4.3	Other Closing Deliveries	11
4.4	Withholding	11
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER		11
5.1	Organization and Standing	12
5.2	Authority; Authorization; Enforceability	12
5.3	Noncontravention	12
5.4	Government Approvals	13
5.5	Brokers	13
5.6	Securities Act	13
5.7	Financing; Identity of Purchaser	13
5.8	Parent SEC Reports	15
5.9	Parent Common Stock	15
5.10	No Parent Material Adverse Effect	15
5.11	Financial Statements	15
5.12	No Undisclosed Liabilities	16
5.13	Capitalization of Parent	16
5.14	Compliance With Laws	16
ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF THE COMPANY		16
6.1	Organization, Valid Existence and Capitalization of the Company	16
6.2	Organization, Valid Existence and Capitalization of the Company Subsidiaries	17
6.3	Authority to Conduct Business	18
6.4	Organizational Documents	18
6.5	Authority; Authorization; Enforceability	18
6.6	Noncontravention	18
6.7	Government Approvals	19
6.8	Investments in Other Persons	19

6.9	Rights or Stock Options	19
6.10	Financial Statements	20
6.11	No Undisclosed Liabilities	20
6.12	Absence of Changes	20
6.13	Tangible Personal Property	20
6.14	Real Property	22
6.15	Intellectual Property	23
6.16	Insurance	24
6.17	Labor Relations	24
6.18	Certificates	25
6.19	Compliance With Laws	26
6.20	Litigation	28
6.21	Personnel	29
6.22	Employee Benefit Plans; ERISA	29
6.23	Tax Matters	31
6.24	Environmental Matters	34
6.25	Scheduled Contracts	36
6.26	Government Contracts	38
6.27	Transactions With Affiliates	43
6.28	Powers of Attorney	43
6.29	Brokers	43
6.30	Significant Customers	43
6.31	Spare Parts Sale Agreement	44
ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS		44
7.1	Organization and Standing	44
7.2	Authority; Authorization; Capacity	44
7.3	Enforceability	44
7.4	Ownership of Shares	44
7.5	Noncontravention	45
7.6	Government Approvals	45
7.7	Legal Proceedings	45
7.8	Brokers	46
7.9	Investment Representation	46
7.10	Restricted Securities	46
7.11	Resale of Shares	46
7.12	No Other Representations and Warranties	47
ARTICLE 8 PRE-CLOSING COVENANTS		48
8.1	Access to Information	48
8.2	Company Pre-Closing Activities	49
8.3	Parent Pre-Closing Activities	51
8.4	Efforts to Consummate	52
8.5	Confidentiality	52
8.6	HSR Act Filing	53
8.7	Financing	53
8.8	NYSE Listing	57

STOCK PURCHASE AGREEMENT

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8.9	Further Environmental Provisions	57
8.10	FOCI Mitigation	58
ARTICLE 9 CONDITIONS TO CLOSING		59
9.1	Conditions to Obligations of Purchaser	59
9.2	Conditions to Obligations of the Shareholders and the Company	61
ARTICLE 10 ADDITIONAL AGREEMENTS		63
10.1	Further Assurances	63
10.2	Publicity	63
10.3	Business Records; Attorney Records	63
10.4	Tax Matters	64
10.5	Indemnification of Officers and Directors; Exculpation of Liability	69
10.6	Obligations to Continuing Employees	69
10.7	Excluded Assets	70
10.8	Investigation; No Reliance by Purchaser	70
10.9	Limitation of Representations and Warranties	71
10.10	Exclusive Dealings	72
10.11	R&W Insurance Policy	73
10.12	No Control of Other Party’s Business	73
10.13	Limitation of Damages	73
10.14	Termination of Related Party Transactions	74
10.15	Non-Disparagement	74
10.16	Non-Competition; Non-Solicitation	74
ARTICLE 11 REMEDIES FOR BREACH OF THIS AGREEMENT		75
11.1	Survival	75
11.2	Indemnification	76
11.3	Indemnification Procedures	76
11.4	Limitations on Indemnification	78
11.5	Specific Performance	79
11.6	Exclusive Remedy; Limitation of Liability	79
11.7	Tax Treatment of Indemnification Payments	80
ARTICLE 12 TERMINATION		80
12.1	Termination	80
12.2	Effect of Termination	81
12.3	Termination Fee	81
ARTICLE 13 MATTERS RELATING TO THE SHAREHOLDER REPRESENTATIVE		83
13.1	Appointment of the Shareholder Representative	83
13.2	Reliance by the Shareholder Representative	84
13.3	Expenses of the Shareholder Representative	85
13.4	Substitute Shareholder Representative	85
13.5	Reliance by Purchaser	85

STOCK PURCHASE AGREEMENT

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ARTICLE 14 MISCELLANEOUS		85
14.1	Notices	85
14.2	Payments	87
14.3	Entire Agreement	87
14.4	Amendment and Waiver	87
14.5	Benefits; Binding Effect; Assignment	88
14.6	No Third Party Beneficiary	88
14.7	Severability	88
14.8	Expenses	88
14.9	Purchaser’s Review	89
14.10	Governing Law; Litigation Expenses; Waiver of Jury Trial	89
14.11	Non-Recourse	91
14.12	Fulfillment of Obligations	91
14.13	Counterparts and Delivery	91
14.14	Acknowledgement Regarding Representation	91
14.15	Obligation of Parent	91

STOCK PURCHASE AGREEMENT

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APPENDICES, SCHEDULES AND EXHIBITS

Appendix 1.1	-	Definitions
Appendix 1.2	-	Interpretation
Schedule 1	-	List of Shareholders
Schedule 3.1(b)(iii)	-	Aggregate Aircraft Amount
Schedule 3.1(b)(viii)	-	Illustrative Calculation of Net Working Capital and Net Working Capital Calculation Methodology
Schedule 3.1(b)(ix)	-	NWC Exclusions
Schedule 3.2(c)	-	Projected Cash Purchase Price Calculation
Schedule 5.4	-	Government Approvals
Schedule 5.7(d)	-	Exceptions to Foreign Person Representation
Schedule 5.14	-	Compliance with Laws
Schedule 6	-	Disclosure Schedule
Schedule 8.2	-	Pre-Closing Activities
Schedule 8.3	-	Parent Pre-Closing Activities
Schedule 8.4(a)	-	Required Third-Party Consents
Schedule 8.4(b)	-	Consents from Government Authorities
Schedule 10.5	-	Existing D&O Policy Premiums
Schedule 10.7	-	Excluded Assets
Schedule A-1	-	Designated Consents
Schedule A-2	-	Specified Contract Parties
Exhibit A	-	Form of Closing Certificate

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”), dated November 9, 2018 (the “Execution Date”), is among Bristow Group Inc., a Delaware corporation (the “Parent”), solely for purposes of Sections 3.2(b), 4.2(b), 5.9, 8.3, 8.7, and 14.15, Bear Acquisition I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (including its successors, the “Purchaser”), Columbia Helicopters, Inc., an Oregon corporation (the “Company”), the Persons listed on attached Schedule 1 (each, a “Shareholder” and, collectively, the “Shareholders”), and Nancy C. Lematta, but solely in her capacity as the Shareholder representative (the “Shareholder Representative”). Purchaser, the Company, the Shareholders, and the Shareholder Representative are sometimes referred to in this Agreement each as a “Party” and, collectively, as the “Parties.”

RECITALS

A. The Shareholders own all of the issued and outstanding shares of Company Common Stock (collectively, the “Shares”).

B. The Shares represent all of the issued and outstanding equity securities (and rights to acquire equity securities) of the Company.

C. The Shareholders wish to sell to Purchaser, and Purchaser wishes to purchase from the Shareholders, the Shares, subject to the terms and conditions set forth herein.

D. Concurrently with the execution of this Agreement, certain holders of Phantom Unit Awards (as defined in Appendix 1.1) have entered into subscription agreements with Parent (collectively, the “Subscription Agreements”) pursuant to which, subject to and immediately following the consummation of the Transactions, such holders have agreed to purchase, and Parent has agreed to issue, shares of Parent Common Stock on the terms and subject to the conditions set forth in the applicable Subscription Agreement.

E. Concurrently with the execution of this Agreement, the Family Shareholders (as defined in Appendix 1.1) and Parent have entered into a Stockholders Agreement that will be effective as of, and subject to, the Closing (the “Stockholders Agreement”).

Now therefore in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

STOCK PURCHASE AGREEMENT

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AGREEMENT

ARTICLE 1

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. The initially-capitalized terms used in this Agreement have the meanings set forth in attached Appendix 1.1.

1.2 Interpretation. This Agreement will be interpreted according to the rules of interpretation set forth in Appendix 1.2.

ARTICLE 2

PURCHASE AND SALE OF SHARES

On the terms and subject to the conditions in this Agreement, at Closing, and for the consideration specified in Article 3, the Shareholders will sell, assign, transfer and convey to Purchaser, and Purchaser will purchase and acquire from the Shareholders, the Shares, free and clear of all Liens.

ARTICLE 3

CONSIDERATION

3.1 Aggregate Consideration.

(a) The aggregate consideration for the sale and transfer of the Shares to Purchaser is (i) the Cash Purchase Price as ultimately determined under Section 3.3 (the “Final Cash Purchase Price”) plus (ii) the Stock Consideration, plus (iii) the Additional Cash Amount, if applicable (the Final Cash Purchase Price, Stock Consideration and, if applicable, the Additional Cash Amount together, the “Consideration”).

(b) Defined Terms.

(i) “Cash Purchase Price” means an amount, without duplication, equal to the sum of:

(A) $492,400,000;

(B) plus the Closing Cash;

(C) minus the Closing Indebtedness;

(D) minus the Company Transaction Expenses;

(E) minus the Phantom Plan Payments;

(F) plus the Net Working Capital Adjustment (which may be a negative number); and

STOCK PURCHASE AGREEMENT

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(G) plus the Aircraft Adjustment Amount (which may be a negative number).

(ii) “Aircraft Adjustment Amount” means:

(A) if the Aggregate Aircraft Amount is greater than $325,000,000, then the lesser of (1) the amount by which the Aggregate Aircraft Amount is greater than $325,000,000 and (2) $5,000,000;

(B) if the Aggregate Aircraft Amount is less than $305,000,000, then a negative number equal to the lesser (in absolute terms) of (1) the amount by which the Aggregate Aircraft Amount is less than $305,000,000 and (2) $5,000,000; or

(C) If the Aggregate Aircraft Amount is between $305,000,000 and $325,000,000, then the Aircraft Adjustment Amount shall be $0.

(iii) “Aggregate Aircraft Amount” means, as of the Effective Closing Time the sum of (A) aircraft; (B) aircraft in process; and (C) Inventory, each determined in accordance with GAAP in strict accordance with the Aggregate Aircraft Amount Calculation Methodology. Schedule 3.1(b)(iii) sets forth an illustrative calculation of the Aggregate Aircraft Amount. Schedule 3.1(b)(iii) also provides the methodology by which the Aggregate Aircraft Amount is determined for all purposes under this Agreement (the “Aggregate Aircraft Amount Calculation Methodology”).

(iv) “Closing Cash” means the aggregate amount of cash and cash equivalents of the Acquired Companies at the Closing, determined in accordance with GAAP in effect on the Closing Date, but excluding any insurance proceeds received or receivable under any insurance policy in connection with the damage or destruction of any property, plant and equipment reflected in the Most Recent Balance Sheet (“Insurance Proceeds”); for the avoidance of doubt, (A) Closing Cash shall be calculated net of issued (i.e., checks mailed or, if payment is made electronically, the effective date of such payment has occurred) but uncleared checks and drafts and (B) Closing Cash shall include checks and drafts which are immediately convertible into cash received by the Company as of the close of business on the day immediately before the Closing Date but not yet deposited (provided that clearance actually occurs within 10 Business Days of such deposit).

(v) “Closing Indebtedness” means the aggregate amount of all Indebtedness of the Acquired Companies, other than Intercompany Indebtedness and Excluded Obligations, that is funded and outstanding as of the Effective Closing Time.

(vi) “Company Transaction Expenses” means all expenses of the Acquired Companies (or for which the Acquired Companies are responsible) not paid before Closing that were incurred in connection with preparing and executing this Agreement, the Transaction Documents and consummating the Transactions, including (A) fees and disbursements of brokers, attorneys, accountants, financial advisors and other advisors and service providers, payable by any Acquired Company under Section 14.8, (B) any severance resulting from any termination of employment prior to the Closing Date (other than termination of employment resulting from the actions of, or at the request of, Purchaser or its Affiliates) and any payroll

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Taxes payable by any Acquired Company in connection therewith, (C) any Excluded Environmental Liabilities and (D) any amounts to be included pursuant to Section 8.4 with respect to obtaining the Designated Consents.

(vii) “Net Working Capital Adjustment” means the positive (or negative) amount, if any, by which Net Working Capital exceeds (or is less than) Target Net Working Capital.

(viii) “Net Working Capital” means, as of the Effective Closing Time and determined on a consolidated basis in accordance with GAAP, in strict accordance with the Net Working Capital Calculation Methodology, the excess, if any, of:

(A) the sum of all current assets of the Acquired Companies that are included in the line item categories of current assets of the type identified on Schedule 3.1(b)(viii), excluding for the avoidance of doubt any (1) current assets in Closing Cash, Excluded Assets or NWC Exclusions; and (2) the items reflected in the Aggregate Aircraft Amount; minus

(B) all current liabilities of the Acquired Companies that are included in the line item categories of current liabilities of the type identified on Schedule 3.1(b)(viii), excluding for the avoidance of doubt (1) any current liabilities in NWC Exclusions; (2) the current portion of the Closing Indebtedness; (3) the current portion of any liability arising from the Company Transaction Expenses and Phantom Plan Payments; and (4) any current liabilities arising from obligations of the Company relating to life insurance policies on the life of Nancy C. Lematta.

Schedule 3.1(b)(viii) sets forth an illustrative calculation of Net Working Capital. Schedule 3.1(b)(viii) also provides the methodology by which the Net Working Capital is determined for all purposes under this Agreement (the “Net Working Capital Calculation Methodology”).

(ix) “NWC Exclusions” means those items identified as NWC Exclusions on attached Schedule 3.1(b)(ix).

(x) “Target Net Working Capital” means $9,854,353.

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3.2 Payments at Closing.

(a) At Closing, Purchaser will pay the Projected Cash Purchase Price as follows: (i) to each Management Shareholder, an amount equal to (A) the Shareholder’s Pro Rata Share multiplied by (B) the sum of (1) the Projected Cash Purchase Price and (2) $67,000,000, and (ii) to each Family Shareholder, the product of (A) such Family Shareholder’s Proportion and (B) the difference between (1) the Projected Cash Purchase Price and (2) the total amounts paid to all Management Shareholders pursuant to clause (i) above.

(b) At Closing, Parent will issue, or will cause to be transferred, to each Family Shareholder the Family Shareholder’s Proportion of the Stock Consideration, rounded down to the nearest whole share, which shares may be represented by book-entry interests or one or more certificates issued to each Family Shareholder, at Parent’s election.

(c) Attached Schedule 3.2(c) sets forth an illustrative calculation of the Projected Cash Purchase Price, including projected Net Working Capital, based on information available as of the Execution Date and certain assumptions as to items that cannot be determined until the Effective Closing Time.

(d) Notwithstanding anything to the contrary herein, the Shareholder Representative shall be solely responsible for determining the allocation of the Consideration for distribution in accordance with this Section 3.2 and shall provide Purchaser with written instructions setting forth the allocation of the Consideration (including the number of shares of Parent Common Stock representing the Stock Consideration to be issued or transferred to each Family Shareholder and the amount of the Projected Cash Purchase Price to be distributed to each Shareholder) at least three Business Days prior to the Closing. Upon compliance with the instructions provided to Purchaser in accordance with this Section 3.2, Purchaser shall be discharged of any and all liability or other responsibility in connection with distributing the Consideration.

3.3 Procedure for Determining Projected Cash Purchase Price and Final Cash Purchase Price.

(a) Projected Cash Purchase Price. At least three Business Days but no more than five Business Days before Closing, the Shareholder Representative or her Agents will deliver (i) the Shareholders’ written good faith estimate of the Final Cash Purchase Price (the “Projected Cash Purchase Price”) to Purchaser, in substantially the form of, and including the line items shown in, Schedule 3.2(c) with reasonable supporting detail, which will include (A) the Shareholders’ good faith estimate of Net Working Capital, Closing Cash, Closing Indebtedness, Company Transaction Expenses, and Aircraft Adjustment Amount, (B) the Shareholders’ good faith estimate of the consolidated closing balance sheet of the Acquired Companies as of the Effective Closing Time prepared in accordance with GAAP (without giving effect to the purchase and sale of the Shares or the other transactions pursuant to this Agreement), and the other principles set forth on Schedule 3.2(c), and (C) any other information, data or calculation that is reasonably necessary to support the Shareholders’ determination of the Projected Cash Purchase Price and (ii) an updated version of the Phantom Unit Schedule as of the Closing Date (the “Closing Phantom Unit Schedule”). The Shareholder Representative

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shall make her Agents reasonably available, and the Company’s representatives shall be reasonably available, to Purchaser prior to the Closing and following delivery of the Projected Cash Purchase Price and the Closing Phantom Unit Schedule to discuss the calculation of the Projected Cash Purchase Price and Phantom Plan Payments. The Shareholders shall consider in good faith any reasonable comments of Purchaser and correct any undisputed errors in the Projected Cash Purchase Price and Phantom Plan Payments prior to Closing (it being understood, for the avoidance of doubt, that any failure of Purchaser to dispute any item or aspect pursuant to this sentence shall not preclude Purchaser from exercising any other rights under this Agreement).

(b) Proposed Final Cash Purchase Price. Within 90 days after Closing, Purchaser or its Agents will deliver Purchaser’s good faith determination of the Final Cash Purchase Price (the “Proposed Final Cash Purchase Price”) to the Shareholder Representative, in substantially the form of, and including the line items shown in, Schedule 3.2(c), with reasonable supporting detail, which will include Purchaser’s (i) calculation of Net Working Capital, Closing Cash, Closing Indebtedness, Company Transaction Expenses, and Aircraft Adjustment Amount, (ii) the consolidated closing balance sheet of the Acquired Companies as of the Effective Closing Time prepared in accordance with GAAP (without giving effect to the purchase and sale of the Shares or the other transactions pursuant to this Agreement), (iii) calculation of the Final Closing Payment under Section 3.4, and (iv) any other calculation, information and data that is reasonably necessary to support its determination of the Proposed Final Cash Purchase Price.

(c) Review and Resolution of Disputes Concerning the Final Cash Purchase Price.

(i) Within 60 days after it receives Purchaser’s determination of the Proposed Final Cash Purchase Price (the “Review Period”), the Shareholder Representative may dispute any items included in that determination. During the Review Period, Purchaser will make reasonably available to the Shareholder Representative and her Agents all relevant books, records and work papers (including those of Purchaser’s internal and external accountants) in Purchaser’s possession or under its control relating to its determination of the Proposed Final Cash Purchase Price and all other items reasonably requested by the Shareholder Representative or her Agents in connection with the determination of the Proposed Final Cash Purchase Price.

(ii) If the Shareholder Representative indicates in a signed writing that she is satisfied with the Proposed Final Cash Purchase Price, or if she does not deliver an Objection to Purchaser before the end of the Review Period, then the Proposed Final Cash Purchase Price shall become the Final Cash Purchase Price and shall be binding and conclusive upon the Parties. If the Shareholder Representative disputes Purchaser’s calculation of the Final Cash Purchase Price, then the Shareholder Representative will so inform Purchaser in writing (the “Objection”) during the Review Period. The Objection will include all disputed items and describe the basis of the Objection for each item in reasonable detail. If the Objection does not dispute the determination of one or more items reflected in Purchaser’s calculation of the Final Cash Purchase Price, then Purchaser’s determination of those items will be final.

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(iii) The Parties will attempt in good faith to resolve all disputed items within 30 days after Purchaser receives the Objection. If the Parties resolve all of the disputed items in the Objection, then the Proposed Final Cash Purchase Price (incorporating, if applicable, any adjustments agreed in writing by both Parties) shall become the Final Cash Purchase Price and shall be binding and conclusive upon the Parties.

(iv) If the Parties do not resolve all of the disputed items within the 30-day period, the remaining disputed items (collectively, the “Remaining Disputed Items”) will be submitted to PricewaterhouseCoopers LLP or another independent accounting firm agreed upon by Purchaser and the Shareholder Representative (the “Independent Accounting Firm”). The scope of the review by the Independent Accounting Firm will be limited to (i) determining whether the Remaining Disputed Items were prepared in accordance with Section 3.1 and (ii) based on its determinations of the matters described in clause (i), preparing and delivering to the Parties a statement of the adjustments (if any) to the Proposed Final Cash Purchase Price that are necessary with respect to the Remaining Disputed Items to comply with the requirements of Section 3.1. The Independent Accounting Firm shall not make, or be asked to make, any determinations other than those described in the preceding sentence.

(v) Purchaser and Shareholder Representative shall use their reasonable best efforts to cause the Independent Accounting Firm to render its written decision resolving the matters submitted to it as promptly as practicable after submission of the Remaining Disputed Items, and in any event within 60 days after it accepts the referral and on the basis set forth in this Article 3. The Parties will make readily available to the Independent Accounting Firm all relevant books, records and workpapers (including those of their respective internal and external accountants) in their respective possession or under their respective control relating to the calculation of the Remaining Disputed Items. During the 60-day review period, neither Party, nor any of their Agents, will communicate with the Independent Accounting Firm regarding its review and determination, unless the Party wishing to initiate communication with the Independent Accounting Firm has first provided the other Party with at least five Business Days prior written notice of the proposed communication and an opportunity to be present for or otherwise participate in the communication. The Independent Accounting Firm’s determination of the proper calculation of the Remaining Disputed Items will:

(A) be no less than the lesser of the amount claimed by either Purchaser or the Shareholders, and no greater than the greater of the amount claimed by either Purchaser or the Shareholders;

(B) be delivered in writing to Purchaser and the Shareholder Representative, and will include a reasoned explanation of the final determination(s) and the responsibility of Purchaser and the Shareholders for the Independent Accounting Firm’s cost and expenses of its review and report determined in accordance with subsection 3.3(c)(vi); and

(C) be conclusive and binding on the Parties and not subject to appeal by any Party.

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(vi) Purchaser will pay the portion of the cost and expenses of the Independent Accounting Firm’s review and report that is represented by the dollar value of all Remaining Disputed Items that the Independent Accounting Firm determines are in accordance with or closest to the Shareholders’ position, divided by to the total dollar value of the Remaining Disputed Items. The Shareholders will pay the remainder, if any, of those costs and expenses. For example, if the dollar value of the Remaining Disputed Items is $100 and the Independent Accounting Firm determines that items totaling $80 are in accordance with or closest to the Shareholders’ position and items totaling $20 are in accordance with or closest to Purchaser’s position, then the Independent Accounting Firm’s costs and expenses would be paid 20% by the Shareholders and 80% by Purchaser.

3.4 Final Closing Payment. Within five days after the Final Cash Purchase Price is ultimately determined pursuant to Section 3.3(c):

(a) If the Final Cash Purchase Price is less than the Projected Cash Purchase Price, then the Shareholders shall pay to Purchaser, severally in accordance with the percentage of the Projected Cash Purchase Price paid to each such Shareholder pursuant to Section 3.2(a) (as directed by the Shareholder Representative) and by bank wire transfer of immediately available funds to an account designated in writing by Purchaser to the Shareholder Representative, the amount of cash equal to such shortfall.

(b) If the Final Cash Purchase Price is greater than the Projected Cash Purchase Price, then Purchaser shall pay, or cause to be paid, to the Shareholders in accordance with the percentage of the Projected Cash Purchase Price paid to each such Shareholder pursuant to Section 3.2(a) (as directed by the Shareholder Representative), an amount in cash equal to such excess. With respect to the Shareholders, such amounts shall be paid by Purchaser by bank wire transfer of immediately available funds to the accounts designated in writing by the Shareholder Representative to Purchaser.

(c) If the Final Cash Purchase Price is equal to the Projected Cash Purchase Price, then there will be no adjustment to the Cash Purchase Price pursuant to this Section 3.4.

ARTICLE 4

CLOSING

4.1 Closing. Subject to the fulfillment or waiver of the conditions set forth in Article 9, the closing of the Transactions (the “Closing”) will take place remotely via the electronic exchange of documents and signatures on the fifth Business Day after the satisfaction or waiver of each condition set forth in Article 9 (other than those conditions that are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing); provided, however, that if the Marketing Period has not ended at the time of the satisfaction or waiver of the last of the conditions set forth in Article 9 (other than those conditions that are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing), then the Closing shall occur on the date following the satisfaction or waiver of such conditions, and on which such conditions remain satisfied or waived, that is the earliest to occur of (a) a date during the Marketing Period to be specified by Purchaser on no less than three Business Days’ notice to the Company (it being understood that such date may be conditioned on the

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simultaneous completion of the Financing), (b) the third Business Day after the final day of the Marketing Period, or (c) on any other date or at any other time and place that the Parties agree in writing. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” Except as otherwise provided in this Agreement, all proceedings to be taken and all documents to be executed at Closing will be deemed to have been taken, delivered and executed simultaneously, and no proceeding will be deemed taken or document deemed executed or delivered until all have been taken, delivered and executed. Except as otherwise expressly set forth in this Agreement, for Tax, accounting and computational purposes, Closing will be deemed to have occurred at 12:01 a.m. on the Closing Date (the “Effective Closing Time”).

4.2 Closing Transactions and Payments. At Closing:

(a) Payment of Projected Cash Purchase Price. Purchaser will disburse the Projected Cash Purchase Price according to Section 3.2(a).

(b) Issuance of Parent Common Stock. The Parent Common Stock will be issued or transferred pursuant to Section 3.2(b).

(c) Payment of Additional Cash Amount. If the Additional Cash Amount is not zero, then Purchaser will pay to each Family Shareholder an amount equal to the product of (i) such Family Shareholder’s Proportion and (ii) the Additional Cash Amount.

(d) Payment of Company Transaction Expenses. Purchaser will pay and discharge, or cause to be paid and discharged, all Company Transaction Expenses by wire transfer of immediately available funds pursuant to written instructions provided to Purchaser by the Company.

(e) Payment of Closing Indebtedness. Purchaser will pay and discharge, or cause to be paid and discharged, all Closing Indebtedness identified by the Company by wire transfer of immediately available funds pursuant to written instructions provided to Purchaser by the Company. Prior to the Closing Date, the Company will provide Purchaser with customary pay off letters from all holders of Closing Indebtedness, and will make arrangements reasonably satisfactory to Purchaser for those holders to provide to Purchaser recordable form lien releases, canceled notes and other documents reasonably requested by Purchaser simultaneously with Closing.

(f) Phantom Plan Payments. Purchaser will pay and discharge, or cause to be paid and discharged, at Closing, or if not reasonably possible then no later than 10 Business Days after Closing, all Phantom Plan Payments in accordance with the Closing Phantom Unit Schedule in accordance with Purchaser’s ordinary payroll practices, and subject to any applicable withholding. Notwithstanding anything to the contrary contained in this Agreement, the aggregate consideration to be paid by Purchaser and its Affiliates under this Agreement in respect of all outstanding Phantom Unit Awards shall be the Phantom Plan Payments and neither Purchaser nor any of its Affiliates shall be liable to any Person for any inaccuracies in or any disputes or claims to the extent related to the calculation of the Phantom Plan Payments or the portion thereof payable to any Person in accordance with the Closing Phantom Unit Schedule. Prior to the Closing, the Company shall take all necessary actions with respect to the Phantom

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Stock Plans to (i) give effect to the transactions contemplated by this Section 4.2(f); (ii) terminate each of the Phantom Stock Plans effective before the Closing Date in a manner that complies with Section 409A of the Code and the terms of the applicable Phantom Stock Plan; and (iii) ensure that, after the termination of the Phantom Stock Plans, neither any holder of Phantom Unit Awards or any beneficiary thereof, nor any other participant in any Phantom Stock Plan shall have any right thereunder to receive any payment or benefit with respect to any award previously granted under the Phantom Stock Plans, other than the applicable Phantom Plan Payments.

(g) Delivery of Stock Certificates. Each Shareholder will deliver to Purchaser, free and clear of any Lien and restriction on transfer (other than any restrictions under the Securities Act and applicable state securities Laws), certificates representing all Shares being sold by the Shareholder, with duly executed instruments of transfer of the Shares, evidencing the transfer of all such Shares to Purchaser.

(h) Resignations. The Company will deliver to Purchaser the written resignations (to be effective as of, and subject to, Closing) of the officers, directors and managers, as applicable, of the Acquired Companies that have been requested in writing by Purchaser no later than five days prior to Closing.

(i) Secretary’s Certificate. The Company will deliver to Purchaser a certificate of the Secretary of the Company, certifying and attaching correct and complete copies of (i) the certificate of incorporation or articles of organization, as applicable, of each of the Acquired Companies, (ii) the bylaws or operating agreement, as applicable, of each Acquired Company, (iii) the resolutions of the Board of Directors of the Company authorizing the Company’s execution, delivery and performance of this Agreement and all agreements and documents contemplated hereby to which the Company is a party, and (iv) such other matters and documents as Purchaser may reasonably request in order to consummate the Transactions.

4.3 Other Closing Deliveries. The Shareholders or the Company, as applicable, will deliver to Purchaser the other certificates and documents referred to in Section 9.1, and Purchaser will deliver to the Shareholders or the Company, as applicable, the other certificates and documents referred to in Section 9.2.

4.4 Withholding. Purchaser and each other applicable withholding agent may deduct and withhold (or cause to be deducted and withheld) from any amounts payable to any Person in connection with the Transactions such amounts as are required to be deducted and withheld under the Code or any provision of state, local or foreign Tax Law. To the extent that any such amounts are deducted and withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser makes the following representations and warranties to the Company and the Shareholders (a) subject to the exceptions set forth in the disclosure schedule delivered by

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Purchaser to the Company (the “Purchaser Disclosure Schedule”), and (b) with respect to Sections 5.9, 5.10, 5.11, 5.12, and 5.14 except as disclosed in any Parent SEC Report (but excluding any forward-looking disclosures set forth in any section of the Parent SEC Reports entitled “Risk Factors” or “Forward-Looking Statements”). The Purchaser Disclosure Schedule is arranged in paragraphs corresponding to the numbered sections contained in this Article 5 and may include sections not specifically referenced in the text of the section. If an item is disclosed in one section of the Purchaser Disclosure Schedule, it will be deemed to have been disclosed with respect to each other representation in Article 5 to the extent it is reasonably apparent that the disclosure is applicable to those other sections. The disclosure of information in the Purchaser Disclosure Schedule will not be construed as an admission that any of that information is material to the business or operations of Purchaser or any of its Affiliates. None of the disclosures contained in the Purchaser Disclosure Schedule will constitute representations or warranties except as and to the extent specifically provided in this Agreement, nor will any of the disclosures in the Purchaser Disclosure Schedule expand in any way the scope or effect of the representations or warranties made by Purchaser in this Agreement. Each representation and warranty set forth in this Article 5 will be true, unless otherwise specified, as of the Execution Date and as of the Closing Date.

5.1 Organization and Standing. Purchaser is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware. Purchaser has delivered copies of its Organizational Documents in effect on the Execution Date to the Company, which copies are complete and correct in all material respects.

5.2 Authority; Authorization; Enforceability. Purchaser has the requisite limited liability company power and authority to execute and deliver this Agreement and the Purchaser Transaction Documents, to perform its obligations hereunder and thereunder, and to consummate the Transactions. The execution, delivery, and performance by Purchaser of this Agreement and each Purchaser Transaction Document and the consummation of the Transactions have been duly and validly authorized by all necessary action on the part of Purchaser. This Agreement and each Purchaser Transaction Document is, or upon its due authorization, execution and delivery by all parties hereto and thereto will be, a valid and binding obligation of Purchaser enforceable against Purchaser in accordance with the terms hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, moratorium, fraudulent conveyance and other similar Laws affecting creditors’ rights generally and by general principles of equity (the “General Enforceability Exceptions”).

5.3 Noncontravention. Except for compliance with any applicable requirements of the HSR Act or as set forth in Section 5.4, Schedule 8.4(a) or Section 5.3 of the Purchaser Disclosure Schedule, neither the execution, delivery or performance by Purchaser of this Agreement or any Purchaser Transaction Document, nor Purchaser’s consummation of the Transactions, nor Purchaser’s compliance with any of the provisions hereof or thereof will: (a) violate, or result in the violation of, Purchaser’s Organizational Documents or any resolutions adopted by the member, board of directors or other governing body of Purchaser; (b) violate any Law, writ, or injunction of any Government Authority, in each case applicable to Purchaser or its assets or properties; or (c) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of Purchaser pursuant to, any material

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instrument or agreement to which Purchaser is a party or by which Purchaser or its properties may be bound or affected, except, in the case of each of (b) and (c), where the violation, breach or default would not, either individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

5.4 Government Approvals. No filing with, and no permit, authorization, consent or approval of, any Government Authority is necessary for Purchaser or Parent to consummate the Transactions, except: (a) for any consent, approval, order, authorization, registration, declaration and filing required under applicable federal and state securities Laws; (b) for compliance with any applicable requirements of the HSR Act, ITAR, and NISPOM; (c) for the authorizations, consents and/or approvals set forth in Schedule 8.4(b); or (d) as would not, either individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect if not made or obtained.

5.5 Brokers. Except for Jefferies LLC, which has been retained by Parent, Purchaser has not retained, utilized or been represented by any broker or finder in connection with the Transactions.

5.6 Securities Act. Purchaser is acquiring the Shares solely for the purpose of investment and not with a view to, or in connection with, any distribution of the Shares. Purchaser acknowledges that the Shares are not registered under the Securities Act or any applicable state securities Laws, and that the Shares may not be sold except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption from the Securities Act and pursuant to state securities Laws and regulations as applicable or pursuant to an applicable exemption from those Laws and regulations.

5.7 Financing; Identity of Purchaser.

(a) Financing.

(i) Purchaser has delivered to the Company true, correct and complete copies of the duly executed (A) debt commitment letter from the Debt Financing Sources (together with all exhibits, annexes, schedules and attachments thereto, the “Debt Commitment Letter”) pursuant to which, subject to the terms and conditions in the Debt Commitment Letter, the Debt Financing Sources have committed to lend the amounts set forth in the Debt Commitment Letter to Purchaser for the purpose of funding the Transaction Payments (the “Debt Financing”), and (B) convertible notes commitment letter with the investors that are parties thereto (the “Investors”) (together with all exhibits, annexes, schedules and attachments thereto, the “Convertible Notes Commitment Letter,” and together with the Debt Commitment Letter, the “Commitment Letters”) pursuant to which, subject to the terms and conditions in the Convertible Notes Commitment Letter, the Investors have committed to purchase an aggregate principal amount of secured convertible senior notes of Parent set forth in the Convertible Notes Commitment Letter for the purpose of funding the Transaction Payments, including by way of funding a capital contribution to a direct wholly-owned subsidiary of Parent for such purposes (the “Convertible Notes Financing,” and together with the Debt Financing, the “Financing”).

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(ii) The net proceeds contemplated by the Commitment Letters, together with cash and cash equivalents or other sources of immediately available funds available to Purchaser on the Closing Date, will, in the aggregate, be sufficient to consummate the Transactions upon the terms contemplated by this Agreement and to pay all related fees and expenses associated with the Transactions, including payment of all amounts under Article 3. Purchaser has fully paid all commitment fees and other fees in connection with the Commitment Letters that are payable on or before the Execution Date. Purchaser has no reason to believe that it will be unable to satisfy any term or condition of closing to be satisfied by it or its Affiliate(s) contained in either Commitment Letter.

(iii) As of the Execution Date:

(A) each Commitment Letter, in the form delivered to the Company, is in full force and effect and is a legal, valid and binding obligation of Parent or Purchaser, as applicable, and, to Purchaser’s Knowledge, the other parties to such Commitment Letter;

(B) neither Commitment Letter has been amended, supplemented or otherwise modified in any respect and the respective commitments contained in the Commitment Letters have not been withdrawn or rescinded in any respect;

(C) no event has occurred that, with or without the passage of time or the giving of notice or both, would (1) constitute a default or breach by Parent or Purchaser, as applicable, under any term or condition of either Commitment Letter, or (2) individually or in the aggregate permit the Debt Financing Sources or Investors, as applicable, to terminate the applicable Commitment Letter or not to make the initial funding of the facilities to be established under (in the case of the Debt Financing) or not to purchase the secured convertible senior notes to be purchased under (in the case of the Convertible Notes Financing) the applicable Commitment Letter upon satisfaction of all conditions to the Commitment Letters; and

(D) except as set forth in the Commitment Letters, there are no (1) conditions precedent to the respective obligations of the Debt Financing Sources or Investors in the applicable Commitment Letter to fund the full amount of the Financing (excluding, for the avoidance of doubt, any “flex” provision in the fee letter related to the Debt Commitment Letter); or (2) contractual contingencies under any agreements, side letters or arrangements relating to the Financing to which either Purchaser or its Affiliates is a party that would permit the Debt Financing Sources or Investors to reduce the total amount of the Financing, or that would materially and adversely affect the availability of the Financing.

(b) Source of Funds. The source of funds for payment of the Transaction Payments will not violate any Law and Purchaser’s actions in funding the Transaction Payments will not violate any Law in any material respect.

(c) OFAC Compliance. Neither Purchaser nor any of its Affiliates (i) appears on the Specially Designated Nationals and Blocked Persons List of OFAC or (ii) otherwise is a party with which any Acquired Company is prohibited to deal under the Laws of the United States.

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(d) Not a Foreign Person. Except as provided in Schedule 5.7(d), neither Purchaser nor any of its Affiliates is a “foreign person” as that term is defined in Section 120.16 of Title 22 of the Code of Federal Regulations (22 C.F.R. 120.16).

5.8 Parent SEC Reports. Accurate and complete copies of each report, registration statement, prospectus, schedule, form, statement, and definitive proxy statement that Parent has filed with the SEC in the 12-month period preceding the Execution Date (collectively, the “Parent SEC Reports”) have been filed through the SEC EDGAR system. As of the time it was filed with the SEC by Parent: (a) each Parent SEC Report complied in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder or the Exchange Act and the rules and regulations promulgated thereunder (as the case may be), and (b) none of the Parent SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

5.9 Parent Common Stock. Upon issuance, the Parent Common Stock issued as Stock Consideration will be duly authorized, validly issued, fully paid and non-assessable and will not be subject to any option, call, preemptive, subscription or similar rights or Liens, other than Permitted Liens and restrictions on transfer imposed by state and federal securities laws, the Subscription Agreement or the Stockholders Agreement.

5.10 No Parent Material Adverse Effect. Since June 30, 2018, there has not been any Parent Material Adverse Effect.

5.11 Financial Statements. Parent’s financial statements set forth in the Parent SEC Reports filed since March 31, 2018 (the “Parent Financial Statements”) have been prepared in accordance with GAAP (except as may be indicated in any notes thereto). Each balance sheet in the Parent Financial Statements is accurate and complete in all material respects and fairly presents in all material respects the financial condition of Parent as of its respective date. Each statement of income and cash flows in the Parent Financial Statements is accurate and complete in all material respects and fairly presents in all material respects the results of operations and cash flows, respectively, of the Parent for the periods covered thereby. Notwithstanding the foregoing, the interim Parent Financial Statements (i.e., Parent Financial Statement as of a period other than a fiscal year-end) are subject to customary year-end adjustments and lack footnotes. Parent maintains a system of internal account controls and procedures designed to record transactions as reasonably necessary to permit the preparation of its financial statements in conformity with GAAP.

5.12 No Undisclosed Liabilities. Parent has no Liabilities of the type required by GAAP to be reflected or reserved against in the Parent Financial Statements, except (a) as expressly reflected or reserved against in the Parent Financial Statements, and (b) for Liabilities incurred in the ordinary course of business since March 31, 2018.

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5.13 Capitalization of Parent. The only authorized shares of capital stock of the Parent as of November 7, 2018 are (a) 90,000,000 shares of Parent Common Stock, (i) 35,798,185 shares of which are issued and outstanding (excluding shares held in treasury) and (ii) 31,609,213 share of which are reserved for issuance (including in respect of outstanding Parent securities that are convertible into Parent Common Stock) and (b) 8,000,000 shares of preferred stock, none of which are issued and outstanding.

5.14 Compliance With Laws. Except as set forth in Section 5.14 of the Purchaser Disclosure Schedule and except as would not have a Parent Material Adverse Effect (a) Parent is, and since January 1, 2013, has been, in compliance in all material respects with all Laws; (b) to the Purchaser’s Knowledge, no event has occurred or circumstance exists that, with or without the passage of time or the giving of notice or both, would reasonably be expected to constitute or result in a material violation by Parent of any Law; and (c) Parent has not received any written notice or other written communication from any Person regarding any actual, alleged or potential material violation by Parent of any Law that has not been fully and finally resolved, and no Action is pending against Parent alleging any failure to comply with any Law.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company makes the following representations and warranties to Purchaser, subject to the exceptions set forth in the disclosure schedule delivered by the Company to Purchaser (the “Disclosure Schedule”). The Disclosure Schedule is arranged in paragraphs corresponding to the numbered sections contained in this Article 6 and may include sections not specifically referenced in the text of the section. If an item is disclosed in one section of the Disclosure Schedule, it will be deemed to have been disclosed with respect to each other representation in Article 6 to the extent it is reasonably apparent that the disclosure is applicable to those other sections. The disclosure of information in the Disclosure Schedule will not be construed as an admission that any of that information is material to the business or operations of the Acquired Companies. None of the disclosures contained in the Disclosure Schedule will constitute representations or warranties except as and to the extent specifically provided in this Agreement, nor will any of the disclosures in the Disclosure Schedule expand in any way the scope or effect of the representations or warranties made by the Company in this Agreement. Each representation and warranty set forth in this Article 6 will be true, unless otherwise specified, as of the Execution Date and as of the Closing Date.

6.1 Organization, Valid Existence and Capitalization of the Company.

(a) Organization. The Company is a corporation duly incorporated and validly existing under the Laws of the State of Oregon. Section 6.1(a) of the Disclosure Schedule sets forth each jurisdiction in which the Company is licensed or otherwise qualified to do business as a foreign entity.

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(b) Capitalization.

(i) The only authorized shares of capital stock of the Company are 1,000,000 shares of Common Stock and 1,000,000 shares of Nonvoting Common Stock (collectively, the “Company Common Stock”), 463,424 shares of which are issued and outstanding (consisting of 211,469 shares of Common Stock and 251,955 shares of Nonvoting Common Stock).

(ii) All of the issued and outstanding shares of Company Common Stock: (A) are duly authorized, validly issued, fully paid, and nonassessable; (B) are held of record by the Persons set forth on Section 6.1(b) of the Disclosure Schedule; and (C) were not issued in violation of the preemptive rights of any Person or any agreement or Law.

(iii) None of the outstanding equity securities of the Company has been issued in violation of the Securities Act or applicable state securities Laws.

(iv) The Company has delivered to Purchaser a true and complete list (the “Phantom Unit Schedule”) setting forth as of the Execution Date: (A) each outstanding Phantom Unit Award, (B) the name of the Phantom Unit Award holder, (C) the number of shares of Company Common Stock underlying each Phantom Unit Award, (D) the date on which the Phantom Unit Award was granted, (E) the Phantom Stock Plan under which the Phantom Unit Award was granted, and (F) a good faith estimate, based on the best information available to the management of the Company on the Execution Date, of the total Phantom Plan Payment payable with respect to each Phantom Unit Award. When delivered pursuant to Section 3.3(a), the Closing Phantom Unit Schedule will set forth a true and complete list of the information required under subsections (A) through (F) of the immediately preceding sentence, updated as of the Closing Date (except that the amount required to be provided under subsection (F) will be an actual, rather than an estimated, amount).

6.2 Organization, Valid Existence and Capitalization of the Company Subsidiaries.

(a) Organization and Ownership of Subsidiaries. Section 6.2(a) of the Disclosure Schedule sets forth each Company Subsidiary, its jurisdiction of incorporation, the jurisdictions in which it is licensed or otherwise qualified to do business as a foreign entity, its tax residence, its equity owner(s) and the percentage of shares or other equity interests owned by each such equity owner. All of the Subsidiary Shares are:

(i) Owned by the entity or entities set forth on Section 6.2(a) of the Disclosure Schedule free and clear of any Lien or restriction on transfer (other than any restrictions under the Securities Act and applicable state and foreign securities Laws); and

(ii) Duly authorized, validly issued, fully paid and nonassessable.

(b) Subsidiary Shares. None of the Subsidiary Shares were issued in violation of the (i) preemptive rights of any Person or any agreement or Law or (ii) Securities Act or applicable state or foreign securities Laws.

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6.3 Authority to Conduct Business. Each Acquired Company has the requisite corporate power and authority to own, lease and operate its properties and to conduct its business as currently being conducted. Each Acquired Company is duly licensed or qualified to do business as a foreign entity and is in good standing (to the extent applicable) in each jurisdiction in which the nature of its properties and assets or the conduct of its business requires it to be so licensed or qualified, except where the failure to be in good standing (to the extent applicable) or to be duly licensed or qualified to do business would not reasonably be expected to be material to the Acquired Companies’ business as currently conducted. No reports, registrations, license fees, or other fees are due but not yet submitted to any Government Authority.

6.4 Organizational Documents. Copies of the Organizational Documents of each Acquired Company in effect on the Execution Date have been made available to Purchaser and are complete and correct in all material respects. No Acquired Company is in default under, or in violation of, its Organizational Documents.

6.5 Authority; Authorization; Enforceability. The Company has the requisite power and authority to execute and deliver this Agreement and the Company Transaction Documents, to perform its obligations under this Agreement and each Company Transaction Document, and to consummate the Transactions. The execution, delivery, and performance by the Company of this Agreement and each Company Transaction Document and the consummation of the Transactions have been duly and validly authorized by all necessary action on the part of the Company. This Agreement and each Company Transaction Document is, or upon its due authorization, execution and delivery by all parties hereto and thereto will be, a valid and binding obligation of the Company, enforceable against it in accordance with the terms hereof and thereof, except as that enforceability is limited by the General Enforceability Exceptions.

6.6 Noncontravention. Except as set forth in Section 6.6 of the Disclosure Schedule, and except for:

(a) compliance with any applicable requirements of the HSR Act; and

(b) notices, consents or approvals described in Schedules 8.4(a) and 8.4(b);

none of the execution, delivery or performance by the Company of this Agreement or any Company Transaction Document, nor compliance by the Company with any of the provisions hereof or thereof, nor the consummation by the Company of the Transactions, will: (i) violate, or result in the violation of, the Organizational Documents of any Acquired Company or any resolutions adopted by the shareholders or board of directors of any Acquired Company; (ii) violate any Law, writ or injunction of any Government Authority, in each case applicable to any Acquired Company or their respective assets or properties; or (iii) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default under, or require any consent under, or result in the creation of any Lien upon any property or assets (including any Contracts) of any Acquired Company pursuant to, any instrument or agreement to which the Acquired Company is a party or by which the Acquired Company or its properties may be bound or affected, except (in the case of clauses (ii) and (iii)) where the

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violation, breach or default would not reasonably be expected to be material to the Acquired Companies’ business as currently conducted.

6.7 Government Approvals. No filing with, and no permit, authorization, consent or approval of, any Government Authority is required for the Company to consummate the Transactions (including approval related to the change of ownership with respect to any Government Contract), except: (a) for any consent, approval, order, authorization, registration, declaration or filing that is required under applicable federal and state securities Laws; (b) for compliance with any applicable requirements of the HSR Act, ITAR, and NISPOM; (c) for the authorizations, consents and/or approvals set forth in Schedule 8.4(b), or (d) as would not, either individually or in the aggregate, reasonably be expected to (i) prevent or materially impair or materially delay consummation of the Transactions by the Company, or (ii) be material to the business and operations of the Acquired Companies as currently conducted, if not made or obtained.

6.8 Investments in Other Persons. Other than the stock of the Company Subsidiaries, none of the Acquired Companies has any direct or indirect equity interest by stock ownership or otherwise in any other Person.

6.9 Rights or Stock Options. Except for this Agreement, agreements with the Shareholders that will terminate at or before Closing, or as set forth in Section 6.9 of the Disclosure Schedule:

(a) There are no: (i) outstanding subscriptions, warrants, options or other agreements or rights of any kind to purchase or otherwise receive or be issued any shares of capital stock or other securities or equity interests of any Acquired Company; (ii) calls, subscriptions, phantom equity rights (except as set forth in the Phantom Unit Schedule), purchase rights, subscription rights, preemptive rights, rights of first refusal, registration rights, conversion rights, anti-dilution rights, exchange rights or other rights, Contracts or commitments obligating any Acquired Company to issue, transfer, sell or otherwise cause to become outstanding any shares of capital stock or other securities or equity interests of any Acquired Company; or (iii) obligations of any kind convertible or exchangeable into or exercisable for any shares of capital stock or any other security of any Acquired Company;

(b) There is no outstanding contract or other agreement of the Shareholders or any Acquired Company or any other Person to purchase, redeem or otherwise acquire any outstanding shares of the capital stock of any Acquired Company, or securities or obligations of any kind convertible into any shares of the capital stock of any Acquired Company. There are no voting trusts or other agreements or understandings to which any Acquired Company is a party or by which any Acquired Company is bound with respect to the voting, transfer or other disposition of its shares of capital stock or other securities or equity interests.

(c) There are no outstanding or authorized stock appreciation, phantom stock, stock plans or similar rights with respect to any Acquired Company except the Phantom Stock Plans and as set forth in the Phantom Unit Schedule.

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6.10 Financial Statements. The Company has made available to Purchaser the following financial statements (collectively, the “Financial Statements”): (a) the audited consolidated balance sheets of the Acquired Companies as of December 31, 2015, December 31, 2016, and December 31, 2017, and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Acquired Companies for each of the years then ended; and (b) the unaudited consolidated balance sheet of the Acquired Companies as of September 30, 2018 (the “Most Recent Balance Sheet”), and the related unaudited consolidated statements of income and cash flows of the Acquired Companies for the nine months ended September 30, 2018 months then ended (collectively, with the Most Recent Balance Sheet, the “Interim Financial Statements”). The Financial Statements have been prepared in accordance with GAAP (except as may be indicated in any notes thereto). Each balance sheet in the Financial Statements is accurate and complete in all material respects and fairly presents in all material respects the consolidated financial condition of the Acquired Companies as of its respective date. Each statement of income and cash flows in the Financial Statements is accurate and complete in all material respects and fairly presents in all material respects the consolidated results of operations and cash flows, respectively, of the Acquired Companies for the periods covered thereby. Notwithstanding the foregoing, the Interim Financial Statements are subject to customary year-end adjustments and lack footnotes. The Financial Statements were prepared from the books and records of the Acquired Companies, which fairly reflect all transactions relating to the Acquired Companies in accordance with GAAP. Each Acquired Company maintains a system of internal account controls and procedures designed to record transactions as reasonably necessary to permit the preparation of its financial statements in conformity with GAAP.

6.11 No Undisclosed Liabilities. No Acquired Company has any Liabilities of the type required by GAAP to be reflected or reserved against in the Financial Statements, except (a) as expressly reflected or reserved against in the Financial Statements and (b) for Liabilities incurred in the Ordinary Course of Business since the date of the Most Recent Balance Sheet.

6.12 Absence of Changes. Except as otherwise contemplated by this Agreement, since the date of the Most Recent Balance Sheet, (a) the Acquired Companies have conducted their business and operations in all material respects in the Ordinary Course of Business; (b) there has not been any Material Adverse Change; (c) no Acquired Company has suffered any (i) damage, destruction or casualty loss to its physical properties or assets, to the extent that they are not covered by insurance policies held by one or more of the Acquired Companies pursuant to which such Acquired Companies would be fully reimbursed for any such losses following Closing, in excess of $15,000,000 or (ii) loss of life, in each case arising from or in connection with its business; and (d) there has not occurred any action or event that, had it occurred after the Execution Date, would have required Purchaser’s consent under Section 8.2(b), (d), (i), (j), (k), (m), (p), (q)(ii), (r), (s), or (u).

6.13 Tangible Personal Property.

(a) Section 6.13(a) of the Disclosure Schedule lists, as of the Execution Date, all aircraft and operable aircraft engines owned by an Acquired Company, including (i) for each such aircraft and aircraft engine, the manufacturer, model, and manufacturer’s serial number (ii) for each such aircraft (other than stored aircraft), the manufacturing year, (iii) the aircraft

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registration number, country of registration and the Aviation Authority having jurisdiction over the aircraft, and current physical location of each such aircraft and aircraft engine, and (d) whether each such aircraft or aircraft engine is operating, stored or in maintenance.

(b) Each aircraft owned by an Acquired Company that is in revenue-generating service (an “Operating Aircraft”) is identified in Section 6.13(a) of the Disclosure Schedule and is in good operating condition (subject to downtime associated with maintenance and repairs on Operating Aircraft) and has been maintained and serviced in all material respects according to applicable Law, including applicable regulatory standards, all applicable Aviation Authorizations, and all manufacturer’s recommended maintenance programs, and the log books, maintenance and other records kept for each Operating Aircraft are maintained in all material respects according to applicable Law including, applicable regulatory standards and all applicable Aviation Authorizations. Except as set forth on Section 6.13(b) of the Disclosure Schedule, each Operating Aircraft is (i) current on all calendar, cycle and hourly inspections, (ii) in compliance in all material respects with all airworthiness directives published by the FAA or applicable Aviation Authority, any service bulletins mandated by the FAA or applicable Aviation Authority and all mandatory service bulletins issued, supplied or made available by or through the manufacturer, (iii) current with respect to any component retirements and all scheduled airframe and engine maintenance task requirements have been completed or are in the process of being completed, (iv) in material compliance with all requirements under the applicable Scheduled Contract, including any condition, configuration and maintenance requirements (subject to downtime associated with maintenance and repairs on Operating Aircraft), (v) is currently covered under the Insurance Policies and (vi) has not suffered a casualty or total loss or any damage in excess of 10% of its value. Except for Operating Aircraft registered pursuant to the next sentence or not required to be registered on the FAA aircraft registry, each Operating Aircraft is properly registered on the FAA aircraft registry and has a validly issued FAA standard, unrestricted certificate of airworthiness that is in full force and effect (except as set forth in Section 6.13(b) of the Disclosure Schedule and except for the period of time any Operating Aircraft may be out of service for regularly scheduled maintenance or repair and such certificate is suspended in connection therewith). Each Operating Aircraft that operates outside the United States is properly registered with, and is otherwise permitted to operate under a standard, unrestricted certificate of airworthiness in the applicable jurisdiction by, the Aviation Authority having jurisdiction over that Operating Aircraft.

Except as set forth in Section 6.13(b) of the Disclosure Schedule, each Acquired Company has: (i) good title to all of the aircraft, aircraft engines, log books and maintenance, repair and other records and related information for each aircraft and aircraft engine (regardless of whether it is an Operating Aircraft, unless such airframe or aircraft engine is only used for parts), and all other material tangible personal property, that it owns or purports to own; and (ii) valid leasehold interests in all material tangible personal property that it uses in the operation of its business as currently operated and that it leases or purports to lease, in each case free and clear of any Liens other than Permitted Liens. The Acquired Companies enjoy peaceful and undisturbed possession under all of those leases of personal property. There are no existing defaults or events that, with or without the passage of time or the giving of notice or both, would constitute a material breach by the Acquired Companies of, or material default by the Acquired Companies under, any such lease or, to the Company’s Knowledge, by any other party to any such lease, in each case except for: (x) any defaults and events as to which requisite waivers or consents have been obtained;

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(y) defaults that, in the aggregate, would not reasonably be expected to be material to the business of the Acquired Companies; and (z) any defaults under Intercompany Agreements. The assets and properties of the Acquired Companies (including all aircraft, aircraft engines, other material tangible personal property and all real property) include all of the material assets and properties that are used in the conduct of the Acquired Companies’ business as currently conducted, which material assets and properties are reasonably sufficient for the continued conduct of such business in substantially the same manner as conducted prior to the Closing.

(c) The equipment, vehicles, machinery, tools, spare parts, furniture and other tangible personal property, Inventory, Aircraft Equipment and other items of tangible property are adequate for the uses to which they are being or are anticipated to be used by the Acquired Companies.

(d) The Company has made available to Purchaser a list of the Inventory and Fixed Assets owned by the Acquired Companies as of September 30, 2018.

6.14 Real Property.

(a) Section 6.14(a) of the Disclosure Schedule contains a true and complete list of all real property and Improvements in which any Acquired Company owns a fee title interest (the “Owned Real Property”). All deeds, surveys, easements, certificates of occupancy, current title insurance policies and property descriptions related to the Owned Real Property (collectively, the “RP Documents”) delivered or made available to Purchaser are true, correct and complete. The Company has delivered or made available to Purchaser all RP Documents requested by Purchaser, and to the Company’s Knowledge, there are no other material RP Documents, that, in each case, are within the Company’s possession or control.

(b) Section 6.14(b) of the Disclosure Schedule contains a true and complete list of all real property or Improvements leased or subleased to or from the Acquired Companies for rental aggregating more than $100,000 per calendar year (all such property, including any property listed on Section 6.14(b) of the Disclosure Schedule, collectively, the “Leased Real Property”), indicating the nature of the respective interests of each Acquired Company therein. The Company has delivered or made available to Purchaser true and correct copies of all leases, subleases and other agreements pertaining to or affecting the Leased Real Property to the extent in the Company’s possession or control. To the Company’s Knowledge, each lease and sublease of Leased Real Property (including any assignment thereof) pursuant to which the Acquired Companies lease any Leased Real Property is a legal, valid and binding obligation of the applicable Acquired Company, enforceable against the Acquired Company except as enforceability is limited by the General Enforceability Exceptions.

(c) Except as set forth in Section 6.14(c) of the Disclosure Schedule, (i) each Acquired Company has good, valid and marketable title to or leasehold interests, as applicable, in all of its Real Property, free and clear of all Liens other than Permitted Liens, (ii) except as set forth in the leases for the Leased Real Property, there are no outstanding options, rights of first offer, rights of first refusal, rights of reverter or other contractual rights to purchase, sell, dispose of, lease, sublease, be granted an easement or otherwise occupy or use any Real Property or any portion thereof or interest therein, and (iii) except with respect to the Real Property, none of the

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Acquired Companies is a party to any agreement or option to purchase or lease any real property or interest therein. To the Company’s Knowledge, there is no pending or contemplated special assessment or reassessment of any parcel included in the Real Property that would result in a material increase in the Taxes or other similar charges payable by an Acquired Company with respect to any parcel of Real Property.

(d) (i) Each parcel of Real Property has access to all utilities, including electricity, sanitary and storm sewers, potable water, natural gas and other utilities, necessary for the ownership and operation of the businesses of the Acquired Companies consistent with past practices and in accordance with applicable Laws. (ii) Neither the Company nor any other Acquired Company has received written notice from any Government Authority that any building, structure, facilities or improvements located on any parcel of Real Property (collectively, “Improvements”) does not comply in all material respects with valid and current certificates of occupancy or similar permits or that any Improvements do not conform with any applicable Law nor to the Company’s Knowledge does any such non-conformity or non-compliance exist.

6.15 Intellectual Property.

(a) Listed Intellectual Property.

(i) Section 6.15(a)(i) of the Disclosure Schedule contains a complete and correct list of the following intellectual property assets owned by the Acquired Companies and material to their respective businesses as currently conducted (the “Owned IP”): (A) all valid patents and pending applications therefor; (B) issued copyright registrations and pending applications therefor; (C) issued trademark and service mark registrations and pending applications therefor; registered trade names; and (D) Internet domain names.

(ii) Section 6.15(a)(ii) of the Disclosure Schedule contains a complete and correct list of the following (the “Licensed IP”, and together with the Owned IP, the “Listed Intellectual Property”): all type certificates (including Supplemental Type Certificates), Parts Manufacturing Approvals and production certificates, material written agreements, contracts and licenses pursuant to which any third party has granted any Acquired Company rights to use the third party’s patents, trademarks, trade names, copyrights, technology, computer software and/or processes (other than non-negotiated licenses of commercially available software and other intellectual property), where the third party’s patents, trademarks, trade names, copyrights, technology, computer software or processes (other than non-negotiated licenses of commercially available software and other intellectual property) are material to the Acquired Companies’ business as currently conducted.

(b) Intellectual Property. Except as set forth in Section 6.15(b) of the Disclosure Schedule, the applicable Acquired Company owns, or has the right to use pursuant to valid and effective agreements, all Intellectual Property necessary or prudent for the operation of the business of the Acquired Companies as presently conducted, except where the failure to do so would not reasonably be expected to be material to the Acquired Companies, taken as a whole, and the consummation of the Transactions will not materially alter or impair any of those rights. No Acquired Company is in material breach of or material default under any Contract

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that relates to Licensed IP, and, to the Company’s Knowledge, no event has occurred that, with or without the passage of time or the giving of notice or both, would constitute a material breach of or material default under, or permit the termination, modification or acceleration of, any Contract that relates to Licensed IP. No Acquired Company has violated or infringed upon any Intellectual Property of any third parties in any material respect on or after November 9, 2013 (or, to the Company’s Knowledge, before such date). No claims are pending or, to the Company’s Knowledge, threatened against any Acquired Company by any Person with respect to the Acquired Company’s use of any Intellectual Property, or challenging the validity or effectiveness of any license or agreement described in Section 6.15(a)(ii). There are no pending claims brought or threatened by any Acquired Company against any Person with respect to that Person’s use of any Acquired Company’s Intellectual Property and, to the Company’s Knowledge, no third party has violated or infringed upon any Acquired Company’s Intellectual Property. The Acquired Companies have taken all necessary and prudent action to maintain and protect each item of Intellectual Property that it owns, licenses or uses. No current or former employee, consultant or contractor or any other Person has any valid right, claim or interest to any of the Intellectual Property. Each of the Acquired Companies and their respective Affiliates have taken reasonable precautions to protect the secrecy and confidentiality of the confidential information related to the business of the Acquired Companies.

6.16 Insurance. Section 6.16 of the Disclosure Schedule sets forth a list, as of the Execution Date, of all policies of fire, liability, worker’s compensation, life, property and casualty and other insurance currently owned or held by the Acquired Companies (the “Insurance Policies”). To the Company’s Knowledge, all of the Insurance Policies are in full force and effect and the applicable Acquired Company is not in default in any material respect under any Insurance Policy. Since the respective dates of the Insurance Policies, the Acquired Company has not received any written notice of cancellation or non-renewal with respect to any of the Insurance Policies nor to the Company’s Knowledge are any such cancellations or non-renewals anticipated. All premiums due and payable under the Insurance Policies have been fully paid. The Company maintains insurance coverage in scope and amount customary and reasonable for the business in which it is engaged. To the Company’s Knowledge, there are no pending material claims against the Insurance Policies to which the insurers have denied liability.

6.17 Labor Relations.

(a) Except as set forth in Section 6.17(a) of the Disclosure Schedule, no Acquired Company is or within the immediately preceding three years has been a party to or bound by any collective bargaining agreement or any other Contract with any labor union, works council, employee representative, or other association or organization representing any of its employees (each, a “Labor Union”). No union organizing campaign is pending (nor, to the Company’s Knowledge, threatened) with respect to any Acquired Company. During the immediately preceding three years, there has been no labor dispute, strike, slowdown or work stoppage pending (nor to the Company’s Knowledge threatened) against any Acquired Company, and none of the Acquired Companies have been subject to any demand, petition or Action seeking to compel, require or demand it to bargain with any Labor Union. During the immediately preceding three years, none of the Acquired Companies has engaged in any material unfair labor practice with respect to any Person employed by or otherwise performing services for them, and there is no pending (nor to the Company’s Knowledge threatened) and in the immediately preceding three years there has not been any claim against or written notice to an Acquired Company asserting that it has committed any such material unfair labor practice.

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(b) Except as set forth in Section 6.17(b) of the Disclosure Schedule, each Acquired Company is in compliance in all material respects with all applicable Laws with respect to employment, employment practices, including those relating to terms and conditions of employment, wages and hours, worker classification, unfair labor practice, immigration, workers’ compensation, equal employment opportunity, discrimination, retaliation, harassment, whistleblowers, occupational health and safety, data privacy, and the WARN Act (and any similar state, local or foreign statute) (collectively, the “Employment Laws”). Each Acquired Company has paid and/or properly accrued all wages and other compensation due to all employees and independent contractors and has properly classified all such persons pursuant to the FLSA and other applicable state and local laws. No Acquired Company is liable for any payments to any Government Authority with respect to any employees or independent contractors or with respect to any Employment Laws, other than routine payments to be made in the ordinary course of business. All Persons who are performing services for each Acquired Company in the United States are legally-authorized to work in the United States and each Acquired Company maintains appropriate records documenting this authorization for all such Persons and has established policies and procedures reasonably designed to comply with the Immigration Reform and Control Act of 1986 and all regulations promulgated thereunder (“IRCA”).

(c) Except as set forth in Section 6.17(c) of the Disclosure Schedule, in the immediately preceding three years, no Acquired Company has effectuated (i) a “plant closing” (as defined in the WARN Act or any similar state, local or foreign applicable Laws), or (ii) a “mass layoff” (as defined in the WARN Act), nor has any Acquired Company engaged in layoffs or employment terminations sufficient in number to trigger application of the WARN Act. No Acquired Company has conducted any layoffs of employees, or reduced employee hours by more than fifty percent (50%), within the ninety (90) days prior to the Closing Date.

(d) Except as set forth in Section 6.17(d) of the Disclosure Schedule, no officer or other employee in a senior executive management position of any Acquired Company has notified the Acquired Company to the effect that he or she intends to resign or retire (i) in the one year preceding the Execution Date, (ii) as a result of the Transactions, or (iii) otherwise within one year after the Closing Date.

6.18 Certificates.

(a) Section 6.18(a) of the Disclosure Schedule lists, as of the Execution Date, all Aviation Authorizations and their applicable expiration dates. Each Acquired Company holds all Certificates required for the operation of its business as currently conducted (including performance under the Scheduled Contracts) and the present operation and ownership of its assets, each of which is in full force and effect.

(b) Each Acquired Company is in compliance with the terms of, and there exists no default under or breach of, the Certificates it holds, except where the failure to hold or comply with a Certificate would not reasonably be expected to be material to the Acquired

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Companies’ business as currently conducted. Since January 1, 2015, the Acquired Companies have not been issued any citations, written notices, or orders of non-compliance under any Certificate, and no Government Authority or holder of Licensed IP related to such Certificate has given written notice to any Acquired Company of, or otherwise indicated in writing, any violation of, or failure to comply with, any Certificate. Except as set forth in Section 6.18(b) of the Disclosure Schedule, the Acquired Companies have not been issued any citations, orders, or written notices of non-compliance under any Certificate before January 1, 2015 that are still pending or otherwise unresolved. To the extent applicable to the Certificates, no Acquired Company has received any written notice that the Certificate will not be renewed in the ordinary course and no Government Authority has taken, or, to the Company’s Knowledge, threatened to take, any action to terminate, cancel, fail to renew or reform any Certificate.

6.19 Compliance With Laws.

(a) Generally. Except as set forth in Section 6.19(a) of the Disclosure Schedule, (i) the Acquired Companies are, and since January 1, 2013, have been, in compliance in all material respects with all Laws; (ii) to the Company’s Knowledge, no event has occurred or circumstance exists that, with or without the passage of time or the giving of notice or both, would reasonably be expected to constitute or result in a material violation by any Acquired Company of any Law; and (iii) no Acquired Company has received any written notice or other written communication from any Person regarding any actual, alleged or potential material violation by any Acquired Company of any Law that has not been fully and finally resolved, and no Action is pending against any Acquired Company alleging any failure to comply with any Law.

(b) International Trade Regulations.

(i) Except as set forth in Section 6.19(b) of the Disclosure Schedule, since January 1, 2013, each Acquired Company and the directors, officers, employees, agents or other Persons acting on their behalf have complied with all statutory and regulatory requirements relating to export controls and economic sanctions, and customs obligations under applicable Laws, including requirements pursuant to: the Arms Export Control Act (50 U.S.C. ch. 39); the International Traffic in Arms Regulations (22 C.F.R. Parts 120 through 130); the Export Administration Act (50 U.S.C. App. §§2401-2420); the Export Administration Regulations (15 C.F.R. Parts 730 through 774); the International Emergency Economic Powers Act (50 U.S.C. §§1701-1706); the Tariff Act of 1930; the Foreign Trade Regulations (15 C.F.R. Part 30); and all applicable Laws administered and implemented by OFAC, the State Department, including the Directorate of Defense Trade Controls, the Commerce Department’s Bureau of Industry and Security, the International Trade Commission, and the Department of Homeland Security’s Customs and Border Protection and Immigration and Customs Enforcement (the “International Trade Laws”) and any similar rules or regulations in the United Kingdom, the European Union or other jurisdiction. To the Company’s Knowledge, none of the Acquired Companies, nor any director, officer, employee, agent or other person acting on behalf of any of the Acquired Companies, have, directly or indirectly, engaged in any transaction or dealing in property or interests in property of, received from or made any contribution of funds, goods, or services to or for the benefit of, provided any payments or material assistance to, received funds, goods, or services from, or otherwise engaged in or facilitated any transactions with a Prohibited Person.

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For the purposes of this Agreement, “Prohibited Person” means (i) any Person that has been determined by competent authority to be the subject of a prohibition on such conduct in any Law; (ii) the government, including any political subdivision, agency or instrumentality thereof, of Cuba, Iran, North Korea, Syria, or the Crimea Region of Ukraine; (iii) any Person that acts on behalf of or is owned or controlled by the government of Cuba, Iran, North Korea, Syria, or the Crimea Region of Ukraine; (iv) any Person, or any Person that acts on behalf of or is owned or controlled by such a Person, that has been identified on a list of restricted parties maintained by a Government Authority, including the Specially Designated Nationals List, the Sectoral Sanctions Identification List, the Foreign Sanctions Evaders List, any “non-SDN” lists maintained by OFAC, the Denied Persons List, the Entity List, the Debarred List, or the State Sponsors of Terrorism List; or (v) any Person that has been designated on any sanctions list maintained by the United Nations Security Council.

(ii) The Acquired Companies have developed and implemented an export controls, customs and trade sanctions compliance program that includes corporate policies and procedures designed to promote compliance with the International Trade Laws, including obtaining licenses or other authorizations as required for exports, reexports, in-country transfers, and deemed exports of controlled technology to foreign nationals in the United States, or any transaction involving a Prohibited Person.

(iii) Neither the U.S. Government nor any other Government Authority has notified any of the Acquired Companies, or any director, officer, employee, agent or other person acting on behalf of any of the Acquired Companies, in writing since January 1, 2013 of any actual or alleged violation or breach of any applicable Laws relating to export controls or trade sanctions.

(iv) To the Company’s Knowledge, none of the Acquired Companies is undergoing, or since January 1, 2013, has undergone any internal or external audit, review, inspection, investigation, survey or examination of records relating to the export activities of any Acquired Companies that would, individually or in the aggregate, reasonably be expected to affect adversely its future export activity. Other than as listed in Section 6.19(b) of the Disclosure Schedule none of the Acquired Companies has submitted a voluntary disclosure with respect to failure to comply with, or potential liability under, any International Trade Laws.

(c) Foreign Corrupt Practices Act.

(i) The Acquired Companies and each of their directors, officers, employees, agents and other Persons acting on behalf of the Acquired Companies have complied with the U.S. Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78a et seq. (1997 and 2000)) (the “Foreign Corrupt Practices Act”), and any other applicable anticorruption or anti-bribery Laws. None of the Acquired Companies nor any of their directors, officers, employees, agents or other representatives acting on their behalf, have directly or indirectly (i) offered, authorized or used any funds of any Acquired Companies for unlawful contributions, unlawful gifts, unlawful entertainment or other unlawful expenses relating to political activity; (ii) offered, authorized or made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns from funds of any Acquired Company; (iii) established or maintained any unlawful fund of monies or other assets of the

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Acquired Companies; (iv) made, promised or authorized any false or fraudulent entry on the books or records of the Acquired Companies; or (v) offered, authorized or made any unlawful bribe, unlawful kickback or other unlawful payment to any Person, private or public, regardless of form, whether in money, property or services, to obtain favorable treatment in securing business or to obtain special concessions for the Acquired Companies.

(ii) The Acquired Companies have developed and implemented a Foreign Corrupt Practices Act compliance program which includes corporate policies and procedures designed to promote compliance with the Foreign Corrupt Practices Act and any other applicable anticorruption and anti-bribery Laws.

(iii) No civil or criminal penalties have been imposed on any of the Acquired Companies or any director, officer, employee, agent or other Person acting on behalf of the Acquired Companies with respect to violations of the Foreign Corrupt Practices Act or any other applicable anticorruption or anti-bribery Laws, nor have any voluntary disclosures been submitted to the U.S. Government or any other Government Authority with respect to violations of the Foreign Corrupt Practices Act or any other applicable anticorruption or anti-bribery Laws.

(iv) To the Company’s Knowledge, none of the Acquired Companies have been since January 1, 2013 and are not now under any administrative, civil or criminal investigation or indictment involving alleged violations of the Foreign Corrupt Practices Act or any other applicable anticorruption or anti-bribery Laws. None of the Acquired Companies are participating in any investigation by a Government Authority relating to alleged violations by the Acquired Companies of the Foreign Corrupt Practices Act or any other applicable anticorruption or anti-bribery Laws. None of the Acquired Companies has submitted a voluntary disclosure with respect to failure to comply with, or potential liability under, the Foreign Corrupt Practices Act or any other applicable anticorruption or anti-bribery Laws.

(d) Security Clearances. Section 6.19(d) of the Disclosure Schedule sets forth, as of the Execution Date, all facility security clearances the Acquired Companies hold. The Acquired Companies are, and since November 9, 2015, have been, in compliance in all material respects with NISPOM or similar Laws governing those clearances. To the Company’s Knowledge, all of its employees holding security clearances are in compliance with applicable national security obligations specified in NISPOM or similar Laws governing those clearances and, since January 1, 2013, no Acquired Company has received any written notice that its employees are out of compliance with such obligations or Laws.

6.20 Litigation. Except as set forth on Section 6.20 of the Disclosure Schedule, there is not currently pending or, to the Company’s Knowledge, threatened, any Action involving any Acquired Company, any of their respective assets or properties or any of their respective directors, officers or employees (in their capacities as such). There are no outstanding orders, judgments, injunctions, stipulations, awards or decrees of any Government Authority (each, an “Order”) against any Acquired Company, or any of their respective assets or properties, that (a) prohibit or enjoin the consummation of the Transactions or (b) are material to the business of the Acquired Companies.

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6.21 Personnel.

(a) The Acquired Companies have provided Purchaser with a separate schedule, which is complete and accurate in all material respects, setting forth all persons who are employees of each Acquired Company as of the Execution Date and for each such employee the following information: (i) the name; (ii) title or position (including whether full-time, part-time or contractor); (iii) work location (city, state and country); (iv) date of hire; (v) classification as exempt or non-exempt under the FLSA and Laws of any state; (vi) current annual base compensation rate (salary, hourly rate, or other); (vii) leave status, category of leave, leave start date, and anticipated return date, (viii) visa status (if applicable), and (ix) whether subject to a written employment agreement. Except as set forth in Section 6.21(a) of the Disclosure Schedule, the employment or engagement of each individual on such schedule is terminable “at will” without notice or reason and without any severance or other amounts being owed to such individual other than compensation for services performed prior to the date of such termination.

(b) Each current employee of an Acquired Company has all required licenses, permits, certifications, training or competencies for any flight, maintenance, operation or handling of aircraft currently provided by that employee. Except as set forth in Section 6.21(b) of the Disclosure Schedule, in the three years before the Execution Date, no employee of an Acquired Company, during his or her employment with the Acquired Company, has had any incident or aircraft accident (as such terms are defined by the Federal Aviation Regulations) reported, or to the Company’s Knowledge reportable, to an Aviation Authority or has been or is subject to actual, or to the Company’s Knowledge threatened, enforcement action by an Aviation Authority.

6.22 Employee Benefit Plans; ERISA.

(a) Section 6.22(a)(i) of the Disclosure Schedule lists, as of the Execution Date, all “employee benefit plans” within the meaning of Section 3(3) of ERISA (each, an “ERISA Plan”), and all other retirement, profit sharing, stock option, phantom stock, bonus or deferred compensation, long-term care, severance, sick leave or other material plans, policies, programs, agreements or arrangements providing benefits (contingent or otherwise) to current or former employees, officers, consultants or directors, in each case whether or not terminated, of any Acquired Company (together with all ERISA Plans, the “Benefit Plans”) currently maintained, sponsored or contributed to by any Acquired Company. Except as set forth on Schedule 6.22(a)(ii) of the Disclosure Schedule, all Benefit Plans have been maintained and operated in all material respects in accordance with all Laws and the terms and conditions of the respective plan documents. The IRS has issued a favorable determination letter or prototype or volume submitter plan opinion letter with respect to each ERISA Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code, and, to the Company’s Knowledge, no circumstance exists that would reasonably be expected to jeopardize such qualification. No ERISA Plan is subject to Title IV or Section 302 of ERISA or Section 412 of the Code. No ERISA Plan is a Multiemployer Plan or a Multiple Employer Plan, nor has any Acquired Company or any ERISA Affiliate of any Acquired Company contributed to, or ever been obligated to contribute to, any Multiemployer Plan, plan subject to Title IV or Section 302 of ERISA, or Multiple Employer Plan. Except as set forth on Section 6.22(a)(iii) of the

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Disclosure Schedule, no Benefit Plan provides life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof (other than continuation coverage as required by Section 4980(B) of the Code). The Acquired Companies have performed all of their respective obligations under the Benefit Plans in all material respects.

(b) The Company has made available to Purchaser, to the extent applicable, correct and complete copies of the current plan documents and summary plan descriptions of each Benefit Plan, and the most recent determination letter received from the IRS, the two most recent Form 5500 Annual Reports and all accompanying schedules, the two most recent financial and/or actuarial reports, all related trust agreements, insurance contracts and other funding arrangements that implement each Benefit Plan, and all contracts and agreements relating to each Benefit Plan, including service provider agreements, investment management agreements, and recordkeeping agreements.

(c) All contributions (including all employer contributions and employee salary reduction contributions, if any) that are due and payable have been made within the required time period to each Benefit Plan, and all contributions for any period ending on or before the Closing Date that are not yet due have been made to each such Benefit Plan or accrued in accordance with GAAP and the past custom and practice of the applicable Acquired Company. Except as set forth on Section 6.22(c) of the Disclosure Schedule, all premiums or other payments for all periods ending on or before the Closing Date have been paid, or accrued in accordance with GAAP and the past custom and practice of the applicable Acquired Company, with respect to each Benefit Plan that is an Employee Welfare Benefit Plan.

(d) No Acquired Company, or to the Company’s Knowledge any trustee or administrator of any ERISA Plan, has engaged in any transaction with respect to the ERISA Plan that would subject any Acquired Company to either a material civil penalty assessed pursuant to Section 502(i) of ERISA or a material Tax or penalty on prohibited transactions imposed by Section 4975 of the Code. No actions, suits or claims with respect to the assets of any ERISA Plan (other than routine claims for benefits) are pending or, to the Company’s Knowledge threatened, that would reasonably be expected to result in a material liability to any Acquired Company. No event has occurred, and no condition or circumstance exists, that would reasonably be expected to subject any Acquired Company or any Benefit Plan to any material liability for any penalties or excise taxes under Sections 4980D, 4980H, or 4980I of the Code.

(e) No Acquired Company or ERISA Affiliate of any Acquired Company has incurred, and no circumstance exists that would reasonably be expected to result in any Acquired Company or any such ERISA Affiliate incurring in the future, any Liability, to the PBGC or otherwise, under Title IV of ERISA (including any withdrawal liability as defined in Section 4201 of ERISA), under Section 302 of ERISA, or under corresponding or similar provisions of foreign laws or regulations.

(f) Each Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A of the Code to which any Acquired Company is a party complies in form and in operation with the requirements of Section 409A of the Code and the regulations thereunder.

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(g) Except as set forth on Section 6.22(g) of the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of the Transactions will (either alone or in conjunction with any other event): (i) entitle any current or former employee, officer, director or independent contractor of any Acquired Company to any payment or benefit (or result in the funding of any such payment or benefit) under any Benefit Plan; (ii) increase the amount of any compensation, equity award or other benefits otherwise payable by any Acquired Company under any Benefit Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any compensation, equity award or other benefits under any Benefit Plan; or (iv) limit or restrict the right of any Acquired Company to merge, amend or terminate any Benefit Plan. The Company has delivered to Purchaser a true and complete summary of potential amounts to be paid, under certain conditions as specified in such summary, to employees who have executed agreements providing benefits to such employees following consummation of the Transactions.

(h) All Benefit Plans maintained pursuant to the Laws of a country other than the United States and all plans or arrangements applicable to employees outside the United States that are mandated by applicable Law (i) have been maintained in accordance with all applicable requirements (including applicable Law) in all material respects, (ii) that are intended to qualify for special Tax treatment meet all material requirements for such treatment, and (iii) that are required to be funded and/or book-reserved are funded and/or book-reserved, as appropriate, in accordance with GAAP and, if required, applicable Law.

6.23 Tax Matters.

(a) Except as set forth on Section 6.23(a) of the Disclosure Schedule, all material Income Tax Returns and all other material Tax Returns, in each case, required to be filed by any of the Acquired Companies have been duly prepared and timely (within any applicable extension periods) filed with the appropriate Government Authorities, and all such Tax Returns are true, correct and complete in all material respects. All Taxes shown to be due and payable by the Acquired Companies, or any of them, on those returns, and all other material Taxes due and payable by the Acquired Companies, or any of them, have been duly and timely paid. The Acquired Companies have established reserves adequate to pay all material unpaid Taxes of the Acquired Companies as of the Closing Date (for the avoidance of doubt, calculated on the basis of a closing of the books as of the Closing Date). All Taxes that the Acquired Companies are required by Law to withhold or collect in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other Person, have been duly and timely withheld or collected and have been duly and timely paid to the appropriate Tax Authority to the extent due and payable, and the Acquired Companies have otherwise complied in all material respects with all applicable Laws relating to the payment, collection, withholding and remittance of such Taxes (including information reporting requirements).

(b) There is no claim or assessment pending or threatened in writing against any Acquired Company for any alleged deficiency in Taxes. No claim has been made by any Government Authority in a jurisdiction where any Acquired Company has not filed a Tax Return that it is or may be subject to Tax by such jurisdiction. There are no Liens for Taxes on any assets of the Acquired Companies, other than Permitted Liens.

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(c) No Acquired Company has for any Tax year remaining subject to audit: (i) executed a waiver or consent extending any statute of limitations for the assessment or collection of any Taxes that remains outstanding; (ii) applied for a ruling relative to Taxes; (iii) entered into a “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Tax Law) with any Tax Authority; (iv) entered into any tolling agreement regarding a statute of limitations applicable to any Tax Return; or (v) entered into any other written agreement with a Tax Authority regarding Taxes or Tax matters.

(d) No examinations or other administrative or court proceedings relating to any Tax Return or Taxes are pending or have been threatened in writing with respect to which any Acquired Company has received written notice.

(e) Except as set forth on Section 6.23(e) of the Disclosure Schedule, no Acquired Company is (i) a party to any written agreement providing for the allocation or sharing of Taxes, or (ii) liable for the Taxes of any other Person (except for Tax liabilities of any member of the Affiliated Group of which the Company is the common parent).

(f) No payment made or to be made to any current or former employee or director of any Acquired Company by reason of the Transactions (whether alone or in connection with any other event) will constitute an “excess parachute payment” within the meaning of Section 280G of the Code.

(g) No Acquired Company is a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the period specified in Section 897(c)(1)(A)(ii) of the Code.

(h) The unpaid Taxes of the Acquired Companies (for the absence of doubt, calculated on the basis of a closing of the books as of the Closing Date) will not, as of the Closing Date, exceed the reserves for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth in the Most Recent Balance Sheet, as adjusted for the passage of time in accordance with the past custom and practice of the Acquired Companies in filings Tax Returns.

(i) No Acquired Company has been a party to any “listed transaction” as defined in Code Section 6707A(c)(2) and Treasury Regulation Section 1.6011-4(b) or under similar provisions of state, local or foreign Tax Law.

(j) No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable year or portion thereof ending after the Closing Date as a result of: (i) any change in accounting method; (ii) any “closing agreement” as described in Section 7121 of the Code (or any similar provision of state, local or foreign income Tax law); (iii) any intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign income Tax law); (iv) any installment sale or open transaction disposition made on or before the Closing Date; (v) any prepaid amount received on or before the Closing Date; or (vi) any election under Section 108(i) of the Code. No Acquired Company will be

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required to include a material amount in income for a taxable year ending after December 31, 2017 as a result of the application of Section 965 of the Code nor has any Acquired Company made an election under Section 965(h) to make payments under Section 965 in installments. No Shareholder has made an election under Section 965(i) to defer payment of the Shareholder’s liability under Section 965 until the taxable year which includes a “triggering event” as defined in Section 965(i).

(k) Except as set forth in Section 6.23(k) of the Disclosure Schedule, during the period beginning on January 1, 2013 and ending with the Effective Closing Time, no Acquired Company has distributed stock of another Person, or had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or part by Section 355 or Section 361 of the Code.

(l) The Company has been a validly electing S corporation within the meaning of Sections 1361 and 1362 of the Code since January 1, 1997. Except as set forth in Section 6.23(l) of the Disclosure Schedule, each Subsidiary of the Company that is incorporated under the laws of the United States, any state thereof or the District of Columbia is, and has been at all times since its formation, properly classified as a “qualified subchapter S subsidiary” within the meaning of Section 1361(b)(3)(B) of the Code (and any similar provision of state or local Law). None of the Acquired Companies (nor any successor of the Company) is or will be liable for Tax under Sections 1374 or 1375 of the Code (or any similar provision of state or local Law). None of the Acquired Companies has acquired assets from another corporation in a transaction in which such company’s Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor.

(m) No Acquired Company has been a member of a group of Persons that elects or is required to file a Tax Return, or pays a Tax, as an affiliated group, consolidated group, combined group, unitary group or other group recognized by applicable Tax Law (other than a group the common parent of which was the Company or any of its Subsidiaries). No Acquired Company is liable for the Taxes of any other Person as a result of successor liability, transferee liability, joint or several liability (including under Treasury Regulation Section 1.1502-6 or any similar provision of state, local or foreign Laws), by contract or otherwise. Except as set forth in Section 6.23(m) of the Disclosure Schedule, no Acquired Company is a party to an agreement relating to the sharing of liabilities for Taxes or Tax benefits, other than agreements entered into in the Ordinary Course of Business, the primary purpose of which is not Taxes, that typically include provisions relating to sharing of Taxes or Tax benefits, such as leases, licenses and credit agreements.

(n) Except as set forth in Section 6.23(n) of the Disclosure Schedule, no Acquired Company is a party to, or a beneficiary of, any Tax exemption, Tax holiday or other Tax reduction agreement, approval or order of any Government Authority. The Acquired Companies have complied with all rules regarding transfer pricing and have made available to Purchaser true and complete copies of all material transfer pricing studies or reports prepared with respect to the Company or any of its Subsidiaries, if any.

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(o) Except as set forth in Section 6.23(o) of the Disclosure Schedule, no Acquired Company (i) is or has been subject to any Tax in any jurisdiction other than its place of incorporation by virtue of having a permanent establishment or other place of business or taxable presence in that jurisdiction, or (ii) is treated as a “surrogate foreign corporation” as defined in Section 7874(a)(2)(B) of the Code or a domestic corporation as a result of the application of Section 7874(b) of the Code. The representations and warranties set forth in Section 6.8 are incorporated in this Section 6.23 by reference. Section 6.2(a) of the Disclosure Schedule sets forth each Company Subsidiary, its jurisdiction of incorporation, its tax residence, its equity owner(s) and the percentage of shares or other equity interests owned by each such equity owner.

(p) Section 6.23(p) of the Disclosure Schedule sets forth, for U.S. federal income tax purposes, the entity classification of each Company Subsidiary.

The representations and warranties in Section 6.22, this Section 6.23 and Section 6.28 constitute the sole and exclusive representations and warranties regarding any Tax matters with respect to the Acquired Companies, including any representations or warranties regarding compliance with Tax Laws, any Liability for Taxes, the filing of any Tax Returns and the accrual and reserves for Taxes on any financial statements or books and records of the Acquired Companies.

6.24 Environmental Matters. Except as set forth in Section 6.24 of the Disclosure Schedule:

(a) The Company has made available to Purchaser correct and complete copies of all agreements, reports, studies, analyses and test or monitoring results initiated and/or prepared by or for any Acquired Company since January 1, 2013, in its possession or control that have been requested by Purchaser in writing, and, to the Company’s Knowledge there are no other material agreements, reports, studies, analyses and test or monitoring results initiated and/or prepared by or for any Acquired Company in its possession or control, in each case, which are either material in scope or material in terms of the significance of the matters contained therein, (i) pertaining to Materials of Environmental Concern in, on, under or migrating from the Owned Real Property, Leased Real Property or any other facility presently or formerly occupied, used or impacted by or on behalf of any Acquired Company or (ii) concerning compliance with any Environmental, Health and Safety Laws by any Acquired Company or any Person for whose conduct the Company may be held responsible (each, to the extent provided to Purchaser prior to the Execution Date, an “Environmental Report”). Prior to the Execution Date, the Company has made available to Purchaser correct and complete copies of any insurance policies, riders, claims and related documents evidencing the existence or availability of environmental liability insurance or otherwise addressing matters relating to insurance for matters involving Materials of Environmental Concern or relating to issues regulated by Environmental, Health and Safety Laws. To the Company’s Knowledge, all Environmental Reports delivered or made available to Purchaser are true, correct and complete.

(b) The Company is in material compliance with all aspects of the Stipulation and Consent Decree entered by the Circuit Court of the State of Oregon for Marion County on April 25, 2000 and has made available to Purchaser correct and complete copies of all written information within the Company’s control or possession with respect to (i) remediation of historical contamination of the subject real property and (ii) satisfaction of all compliance

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obligations under that Stipulation and Consent Decree (to the extent provided to Purchaser prior to the Execution Date, the “Environmental Information”). Neither the Company nor any of the Acquired Companies has entered into or agreed to enter into or anticipates entering into any other consent decree or similar legally binding obligation relating to Materials of Environmental Concern or any matters regulated by Environmental, Health and Safety Laws or their associated permits, including the assumption of a third party’s obligations, the indemnification of any third party or the waiver of any claim against a third party.

(c) Except as set forth in the Environmental Reports and the Environmental Information, each Acquired Company (i) is, and for the past three years has been, in material compliance with all Environmental, Health and Safety Laws (including those governing the importation, manufacture, generation, use, transportation, treatment, disposal, reclamation, recycling and other handling of Materials of Environmental Concern), (ii) holds and is, and for the past three years has been, in material compliance with all Certificates required to be held by them under Environmental, Health and Safety Laws and (iii) each such Certificate is in full force and effect, any currently required Certificate renewal application has been properly and timely filed, the Acquired Companies have received no notice that any such Certificate will not be timely renewed, will be cancelled, or will be modified in a material adverse manner and, to the Company’s Knowledge, no Government Authority has threatened action to terminate, cancel or modify in a material adverse manner any such Certificate. No Acquired Company has any material overdue or otherwise unfulfilled obligation under any Environmental, Health and Safety Law or an associated Certificate to make any report, create a facility-specific plan, respond to a Government Authority inquiry or demand or otherwise make a formal demonstration to a Government Authority of compliance with any such obligation. To the Company’s Knowledge, there are no facts, events, circumstances or conditions that would reasonably be expected to prevent, hinder or otherwise limit such continued compliance with such Laws and Certificates, and there have been no past instances of material non-compliance that have not been resolved to the satisfaction of any relevant Government Authority.

(d) Except as set forth in the Environmental Reports and the Environmental Information, there is no written notice or assertion pending against an Acquired Company from any third party, including any Government Authority, that the Acquired Company is liable for environmental contamination involving Materials of Environmental Concern, is a potentially responsible party or otherwise has liability for environmental contamination and/or remediation under any Environmental, Health and Safety Laws or has any other liability under any Environmental, Health and Safety Law.

(e) Except as set forth in the Environmental Reports and the Environmental Information, there has been, since January 1, 2013 (and, to the Company’s Knowledge, before January 1, 2013), no release of any Materials of Environmental Concern by any Acquired Company or, to the Company’s Knowledge, by any third party at, on, in, under or from any Owned Real Property or Leased Real Property in violation of any Environmental, Health and Safety Laws or under circumstances that would reasonably be expected to trigger any liability, reporting obligation or other duty under such Laws.

(f) Except as set forth in the Environmental Reports and the Environmental Information, there are no (i) Orders applicable to, (ii) Actions pending or, to the Company’s

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Knowledge, threatened against or (iii) notices of actual or potential liability pending or, to the Company’s Knowledge, threatened against any of the Acquired Companies with respect to any environmental contamination and/or remedial action, relating to any Materials of Environmental Concern or violation of or liability under any Environmental, Health and Safety Laws, in each case including with respect to their current or past operations (including those involving off-site activities) or facilities (whether currently or formerly owned, leased, operated or otherwise used).

(g) Notwithstanding any general limiting statement in this document to the contrary, the Acquired Companies have not, since January 1, 2013 (or, to the Company’s Knowledge, before January 1, 2013) imported, manufactured, generated, released, discharged, manufactured, stored, used, operated, transported, treated, reclaimed, recycled, disposed of or otherwise handled any firefighting foam at any location or in connection with any part of their operations, all existing tanks are identified in the Environmental Reports and, except as set forth in the Environmental Reports and the Environmental Information, all drywells are in compliance with all Laws.

6.25 Scheduled Contracts. Section 6.25 of the Disclosure Schedule lists, as of the Execution Date, the contracts, leases, agreements, understandings, commitments, indentures, mortgages, notes, bonds, warrants or other instruments (including all amendments thereto) (each a “Contract”) to which any Acquired Company is a party, other than Intercompany Agreements, pursuant to which, in each case, any obligation of any party thereto remains unperformed (collectively, the “Scheduled Contracts”) and that:

(a) relate to Indebtedness or is a letter of credit, pledge, bond or similar arrangement (that either obligates any Acquired Company or is for the benefit of any Acquired Company);

(b) relate to purchasing, maintaining or acquiring aircraft, aircraft engines, materials, supplies, merchandise, machinery, equipment (including Aircraft Equipment), Inventory or any other property or services, but excluding each contract made in the Ordinary Course of Business that (i) is expected to be fully performed within 180 days after the Execution Date or (ii) involves expenditures of less than (x) $300,000 per annum and (y) an aggregate of $1,500,000 for the term of the contract;

(c) would reasonably be expected to generate more than $500,000 in annual revenue to one or more Acquired Companies;

(d) would reasonably be expected to have payment obligations in excess of $250,000 in any 12-month period;

(e) obligate any Acquired Company not to compete with any business, to conduct any business with only certain parties, or which otherwise restrain or prevent the Acquired Company from carrying on any lawful business activities or which restricts the right of the Acquired Company to use or disclose any information in its possession (excluding, in each case, nondisclosure agreements and nondisclosure covenants contained in Contracts entered into in the Ordinary Course of Business);

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(f) relate to (i) employment, compensation, severance or consulting between any Acquired Company and any of its officers or directors or (ii) any current employee described in Section 6.21(a) whose total annual compensation for the twelve months ended December 31, 2017 exceeded $200,000 (or any consultant of an Acquired Company who is entitled to annual compensation thereunder in excess of $200,000) (excluding Contracts with such employee or consultant that are entered into in the Ordinary Course of Business), or (iii) any noncompetes, nonsolicitation of customers, or nonsolicitation of employees given by any officer, director, employee, or independent contractor (to which the Company is obligated to deliver a Form 1099-MISC) in favor of the Acquired Company;

(g) are a lease or sublease of real property involving annual payments in excess of $100,000;

(h) are a lease, sublease or other title retention agreement or conditional sales agreement involving annual payments in excess of $100,000 for any machinery, equipment (including Aircraft Equipment), vehicle or other tangible personal property (whether the Acquired Company is a lessor or lessee);

(i) involve any payment that is for capital expenditures or the acquisition or construction of Fixed Assets on or in respect of any real property (i) in excess of $300,000 per annum or (ii) an aggregate of $3,000,000 for the term of the contract;

(j) grant any Person a Lien on any of the assets of any Acquired Company (other than Permitted Liens);

(k) involve any guaranteed annual payment in excess of $100,000 by which any Acquired Company retains any manufacturer’s representatives, broker or other sales agent, distributor or representative, or advertising or marketing entity or through which any Acquired Company is appointed or authorized as a sales agent, distributor or representative;

(l) relate to Licensed IP or involve any payment in excess of $100,000 under which any Acquired Company has granted a license or sublicense or under which any Acquired Company has the right to receive a royalty, license fee or similar payment;

(m) are with any Shareholder or any Affiliate of any Shareholder;

(n) relate to a partnership, joint venture, limited liability company (other than an Acquired Company) or a strategic alliance agreement;

(o) contain outstanding obligations relating to the settlement of any Action or any investigation by or before any Government Authority;

(p) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Acquired Companies if there was a default or termination;

(q) constitute any of the following that, in any event, exceeds a maximum exposure to any Acquired Company of $250,000 or more: (i) guarantee by or on behalf of any Acquired Company; or (ii) performance, bid or completion bond, surety and appeal bond,

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standby letter of credit, return of money bond, or surety or indemnification agreement by or on behalf of any Acquired Company (except for Contracts entered into by an Acquired Company in the Ordinary Course of Business that include indemnification provisions but with respect to which indemnification is not the primary purpose of the Contract);

(r) contain provisions by which any Acquired Company grants any Person “most favored nation” status;

(s) are a swap, option, hedge, future or similar instrument;

(t) are either a Government Contract with a value in excess of $250,000 or a Teaming Agreement;

(u) relate to the disposition or acquisition (by merger, consolidation, acquisition of securities or assets or otherwise) of any corporation, partnership or other business organization or division or any material amount of assets and/or properties that either (i) have not been consummated prior to the date of the Most Recent Balance Sheet or (ii) contain representations, warranties, covenants, indemnities, earn-outs, or other absolute or contingent obligations that are still in effect; or

(v) have any Specified Contract Party as a counterparty.

Each Scheduled Contract is a legal, valid and binding obligation of the Acquired Company that is a party thereto, enforceable against the applicable Acquired Company and, to the Company’s Knowledge, the other party to the Scheduled Contract, in accordance with its terms (except as enforceability is limited by the General Enforceability Exceptions) and is in full force and effect. No applicable Acquired Company or, to the Company’s Knowledge, any other party to any Scheduled Contract, is in material breach of or material default under any Scheduled Contract, and, to the Company’s Knowledge, no event has occurred that, with or without the passage of time or the giving of notice or both, would constitute a material breach of or material default under, or permit the termination, modification or acceleration of, that Scheduled Contract. No Acquired Company or, to the Company’s Knowledge, any other party to any Scheduled Contract has repudiated any provision of that Scheduled Contract. No Acquired Company is disputing and, to the Company’s Knowledge, no other party to any Scheduled Contract is disputing, and there are no forbearance programs in effect with respect to, any material provision of that Scheduled Contract. The Company has made available to Purchaser complete and correct copies of each Scheduled Contract prior to the Execution Date.

6.26 Government Contracts.

(a) Government Contracts, Government Subcontracts, and Teaming Agreements. Section 6.26(a) of the Disclosure Schedule separately lists and identifies, as of the Execution Date:

(i) Each active Government Contract (and, to the Company’s Knowledge, Government Subcontract) with a value in excess of $250,000 (true and complete copies of which, including all modifications and amendments thereto, have been provided or made available to Purchaser);

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(ii) Each Government Contract with a value in excess of $250,000, on which final payment was received during the three-year period ending on the Execution Date and, to the Company’s Knowledge, each Government Subcontract with a value in excess of $250,000, on which final payment was received during the one-year period ending on the Execution Date;

(iii) Each Teaming Agreement to which the any Acquired Company is a party and that has not terminated or expired (true and complete copies of which, including all modifications and amendments thereto, have been provided or made available to Purchaser); and

(iv) Each active Government Contract for which bids were solicited exclusively for participation by small business concerns (i.e., 100% small business set-aside).

(b) Bids. Section 6.26(b) of the Disclosure Schedule separately lists and identifies, as of the Execution Date, each outstanding Government Contract and Government Subcontract bid made by any Acquired Company (true and complete copies of which, including all modifications and amendments thereto, have been provided or made available to Purchaser) that, if accepted, would lead to a Government Contract. No Acquired Company has been or is now subject to any administrative, civil or criminal investigation, litigation or indictment involving alleged false statements, false claims, or other misconduct relating to any Government Contract or any bid for a Government Contract, and, to the Company’s Knowledge, there is no basis for any such investigation or indictment.

(c) Status. Except as set forth in Section 6.26(c) of the Disclosure Schedule:

(i) To the Company’s Knowledge, each Government Contract was legally awarded, no Government Contract is subject to a bid protest asserted by a third party challenging the award of a Government Contract to an Acquired Company, and each Acquired Company has complied in all material respects with all terms and conditions of, and all statutory and regulatory requirements pertaining to, each Government Contract, Government Subcontract, and Teaming Agreement, including the Federal Acquisition Regulations (“FAR”) and any applicable agency supplement (including all clauses, provisions, and requirements incorporated expressly by reference or by operation of law therein), the Armed Services Procurement Act, the Federal Procurement and Administrative Services Act, the Procurement Integrity Act, and the Contract Disputes Act of 1978.

(ii) All representations and certifications executed, acknowledged or set forth in or pertaining to any Bid submitted by an Acquired Company or with respect to any Government Contract or Government Subcontract awarded to an Acquired Company, in each case during the three year period ending on the Execution Date, were current, accurate and complete in all material respects as of their effective date, and the Acquired Companies have complied in all material respects with all such representations and certifications.

(iii) All information pertaining to any negotiation by an Acquired Company for any Government Contract or Government Subcontract awarded to an Acquired Company, in each case during the three year period ending on the Execution Date, or in support of requests for payments thereunder, was, as of the date of price agreement or payment submission, current, accurate and complete.

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(iv) Neither the U.S. Government nor any prime contractor, subcontractor or other Person has notified any Acquired Company of material cost, schedule, technical, quality or other problems that, if left unresolved, would reasonably be expected to result in claims against any Acquired Company (or successors in interest) on any active Government Contract or Government Subcontract.

(v) No active Government Contract, Government Subcontract, or outstanding Bid includes any of the following that, in any event, exceeds a maximum exposure to any Acquired Company of $250,000: (A) a liquidated damages clause; (B) any requirement to post a surety, performance or other bond; or (C) any requirement to be an account party to a letter of credit or bank guarantee.

(vi) No Acquired Company has begun performance of any anticipated Government Contract or Government Subcontract or any anticipated option exercise or modification thereof prior to award, option exercise or modification or made any expenditures or incurred costs or obligations in excess of any applicable limitation of government liability, limitation of cost, limitation of funds or similar clause limiting the U.S. Government’s liability on any active Government Contract or Government Subcontract (including any work being performed “at risk” in advance of a funding obligation).

(vii) No Acquired Company has outstanding requests for equitable adjustment arising under or relating to any of the Government Contracts and involving any Government Authority, any prime contractor, any higher-tier subcontractor or any third party. No Acquired Company has received notice of any outstanding claim against, or outstanding audit or investigation of, any Acquired Company that relates to any allegation of misconduct or noncompliance and are made or conducted by a Government Authority or by any prime contractor or other third party arising under or relating to any Government Contract and, to the Company’s Knowledge, there are no facts upon which such a claim, audit or investigation reasonably may be based in the future.

(viii) No Acquired Company has received a default, cure, show cause, deficiency or similar notice in writing relating to any Government Contract that remains unresolved, and no Acquired Company has received written notice of any material adverse or negative government past performance evaluations or ratings in connection with any of the Government Contracts; nor have any such evaluations or ratings appeared in any past performance databases, including the Contractor Performance Assessment Reporting System, the Federal Awardee Performance and Integrity Information System or the Past Performance Information System; and to the Company’s Knowledge, no facts exist that reasonably could be expected to have a material adverse effect upon any future Bids (including any Bids made by Acquired Company successors).

(ix) No money due to any Acquired Company pertaining to any Government Contract has been withheld or set-off, or threatened or is likely to be withheld or set-off or subject to attempts to withhold or set-off.

(x) No Acquired Company has made any mandatory disclosure under FAR 52.203-13(b)(3)(i) or any voluntary disclosure to any Government Authority with respect to

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any alleged unlawful conduct, misstatement or omission arising under or relating to any Government Contract and, to the Company’s Knowledge, there are no facts that would require mandatory disclosure under FAR 52.203-13(b)(3)(i).

(xi) Each active Government Contract and Government Subcontract (A) was entered into in the Ordinary Course of Business, and (B) to the Company’s Knowledge, should be capable of being performed in accordance with its terms and conditions without a loss based upon (1) assumptions that the management of the Acquired Companies believes to be reasonable and subject to such assumptions being fulfilled, and (2) the most recent estimated total costs of completing that contract or subcontract, including any unexercised options, as estimated in good faith by the Acquired Companies.

(d) Suspension and Debarment. No Acquired Company, and no Acquired Company’s officers, employees or representatives, has ever been or is currently debarred or suspended or, to the Company’s Knowledge, proposed for suspension or debarment, from Government Contracts under the FAR or under any other applicable Law. To the Company’s Knowledge, no facts exist that would reasonably be expected to give rise to such suspension or debarment, or proposed suspension or debarment. No suspension or debarment actions with respect to any Government Contract or any Government Subcontract have been, to the Company’s Knowledge commenced, or threatened in writing against any Acquired Company or any Acquired Company’s directors, officers, or employees. No negative determination of responsibility has been issued against any Acquired Company during the two year period ending on the Execution Date with respect to any Bid.

(e) Termination. During the three year period ending on the Execution Date, no Government Contract or Government Subcontract awarded to an Acquired Company has been terminated for default, convenience, or other reason, no Acquired Company has received any notice terminating or indicating an intent to terminate any Government Contract for default or convenience, and no stop work order, cure notice, show cause notice, or other notice threatening termination or alleging noncompliance with any material term has been issued to any Acquired Company with respect to any Government Contract or Government Subcontract. No Acquired Company is in material breach of or material default under any Government Contract or Government Subcontract, and, to the Company’s Knowledge, no event has occurred that, with or without the passage of time or the giving of notice or both, would (i) constitute a material breach of or material default under, (ii) permit the termination, modification or acceleration of, or (iii) constitute grounds for any such action for default, stop work order, cure notice, or show cause notice with respect to, a Government Contract or Government Subcontract.

(f) Cost Accounting Practices. The accounting and other systems of the Company meet in all material respects the requirements of the FAR, as applicable. To the extent applicable, the cost accounting practices used by the Acquired Companies to estimate and record costs in connection with the submission of Bids and performance of Government Contracts and Government Subcontracts are (and have been) in substantial compliance with applicable Law, including the FAR Cost Principles (48 C.F.R. Part 31).

(g) Purchasing, Inventory, and Quality Control Systems. To the Company’s Knowledge, each Acquired Company’s purchasing, inventory and quality control

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systems are in compliance with all material government procurement statutes and regulations and with the material requirements of the applicable Government Contract or Government Subcontract.

(h) Financing Arrangements. None of the Acquired Companies have any existing financing arrangements (e.g., an assignment of monies due or to become due) with respect to any active Government Contract or Government Subcontract.

(i) Investigations.

(i) No Acquired Company, or any Acquired Company’s directors or officers or, to the Company’s Knowledge, any of its employees is (or has been during the three year period ending on the Execution Date) under any administrative, civil, or criminal investigation or indictment involving alleged false statements, false claims, or other misconduct arising under or relating to any Government Contract, Government Subcontract, or Bids and, to the Company’s Knowledge, there is no basis for any such proceeding.

(ii) No Acquired Company, or any Acquired Company’s directors or officers or, to the Company’s Knowledge, any of its employees is (or has been during the three year period ending on the Execution Date) a party to any administrative or civil litigation involving alleged false statements, false claims, or other misconduct arising out of or relating to any Government Contract, Government Subcontract, or Bids and, to the Company’s Knowledge, there is no basis for any such proceeding.

(iii) The Acquired Companies have not conducted any internal investigation, or made a voluntary disclosure or mandatory disclosure (under FAR § 52.203-13) and, to the Company’s Knowledge, there are no facts that would require mandatory disclosure under FAR § 52.203-13 to the U.S. Government with respect to any alleged false statements, false claims or other misconduct arising under or relating to a Government Contract or Government Subcontract.

(iv) No facts exist which would reasonably be expected to give rise to liability under a claim for fraud (as such concept is defined under the state or federal laws of the United States) under the United States civil or criminal False Claims Act, the United States Procurement Integrity Act or other similar laws or regulations adopted by any Government Authority, as applicable, in connection with any Government Contract or Government Bid.

(j) Former Government Officials. Except as set forth in Section 6.26(j) of the Disclosure Schedule, the Acquired Companies do not employ any former government officials in senior executive management positions or have any former government officials serving on any of their respective boards of directors, excluding employees and directors who were employed by the U.S. Armed Services as helicopter maintenance or crew personnel or in a logistics function. Since January 1, 2013, the Acquired Companies have complied with DFARS 252.203-70000 and, to the Company’s Knowledge, there are not any instances in which the Company has compensated a “Covered DoD official” under DFARS 252.203-7000 prior to obtaining the required opinion letter confirmation.

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(k) Organizational Conflicts of Interest. During the three year period ending on the Execution Date, the Acquired Companies have not had access to non-public information nor provided systems engineering, technical direction, consultation, technical evaluation, source selection services or services of any type, nor prepared specifications or statements of work, nor engaged in any other conduct that would be reasonably expected to result in an “organizational conflict of interest,” as defined in FAR 9.501, for the Company.

(l) Contingent Fees. During the three year period ending on the Execution Date, no payment has been made by any Acquired Company or by a Person acting on the Acquiring Companies’ behalf, to any Person (other than to any bona fide employee or agent of an Acquiring Company, as defined in subpart 3.4 of the FAR) which is or was improperly contingent upon the award of any Government Contract.

6.27 Transactions With Affiliates. Except as set forth in Section 6.27 of the Disclosure Schedule, with the exception of: (a) payment of compensation for employment, and advances made, to employees in the Ordinary Course of Business; (b) participation in the Benefit Plans by current or former employees or Lematta family members; and (c) transactions between or among the Acquired Companies: (i) no Acquired Company is a party to any Contract with, or has any liability to, any Affiliate and (ii) since January 1, 2017, no Acquired Company has purchased, acquired or leased any property, goods or services from, or sold, transferred or leased any property, goods or services to, or loaned or advanced any money to, or borrowed any money from, or entered into or been subject to any management, consulting or similar agreement with, any officer, director, shareholder or Affiliate of any Acquired Company. Except as set forth in Section 6.27 of the Disclosure Schedule, no officer, director, shareholder or Affiliate of any Acquired Company is indebted to that Acquired Company for money borrowed or other loans or advances, and no Acquired Company is indebted to any such Person for money borrowed or other loans or advances (except for normal advances to employees in the Ordinary Course of Business and Intercompany Indebtedness).

6.28 Powers of Attorney. Except for powers of attorney granted to attorneys, accountants or others in connection with matters relating to Taxes or Benefit Plans and except as set forth in Section 6.28 of the Disclosure Schedule, no Acquired Company has granted any power of attorney to any Person for any purpose whatsoever, which power of attorney is currently in force.

6.29 Brokers. Except for Greenhill & Co. LLC (all unpaid fees, costs and expenses of which are included in the Company Transaction Expenses), which has been retained by the Company, no Acquired Company has retained, utilized or been represented by any broker or finder in connection with the Transactions and no Acquired Company has any liability or obligation to any Person for any brokerage commission, finder’s fee or any similar compensation in connection with this Agreement or the Transactions.

6.30 Significant Customers. Section 6.30 of the Disclosure Schedule sets forth the ten largest customers of the Acquired Companies (measured by revenues during the period from January 1, 2018 to June 30, 2018) excluding customers of Helifor Canada Corp. (the “Significant Customers”). Since December 31, 2017, none of the Significant Customers has terminated its relationship with any Acquired Company or materially reduced or changed the

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pricing or other material terms of its business with the Acquired Companies and, to the Company’s Knowledge, no such customer has notified any Acquired Company that it intends to terminate or materially reduce or change the pricing or other material terms of its business with any Acquired Company.

6.31 Spare Parts Sale Agreement. Upon payment of the final payment pursuant to Section 9.1(t), the Company will not owe GE any purchase price or other consideration for engines spare parts inventory purchased under the Spare Parts Sale Agreement, except for amounts to be paid on invoices presented after delivery of inventory in the ordinary course of business. The Company is not leasing or financing any helicopters, engines, rotors, blades or other aviation equipment from GE or any of its Affiliates. GE does not currently owe any funds to the Company.

ARTICLE 7

REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

Each Shareholder, severally as to itself only and not jointly as to or with any other Shareholder, represents and warrants to Purchaser as of the Execution Date and as of the Closing Date as follows:

7.1 Organization and Standing. If such Shareholder is not a natural person, the Shareholder is a trust that has been duly formed and is validly existing under the Laws of the state of its formation.

7.2 Authority; Authorization; Capacity. The Shareholder has the requisite trust or individual, as the case may be, power and authority to execute and deliver this Agreement and the Shareholder Transaction Documents, to perform its obligations under this Agreement and under each Shareholder Transaction Document, and to consummate the Transactions. With respect to each Shareholder that is a trust, the due authorization, execution, delivery, and performance by the Shareholder of this Agreement and each other Shareholder Transaction Document and the consummation by the Shareholder of the Transactions have been duly and validly authorized by all necessary trust action on the part of the Shareholder.

7.3 Enforceability. This Agreement and each Shareholder Transaction Document is, or upon its execution and delivery by all parties hereto and thereto will be, a valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with the terms hereof and thereof, except as enforceability may be limited by the General Enforceability Exceptions.

7.4 Ownership of Shares. The Shareholder holds of record, owns beneficially and has good title to the Shareholder’s Shares as set forth opposite the Shareholder’s name on Schedule 1, free and clear of Liens (other than restrictions under the Securities Act and applicable state securities Laws), and the Shares set forth opposite the Shareholder’s name on Schedule 1 constitute all of the Shares owned beneficially or held of record by the Shareholder. Except for agreements that will terminate at or before Closing, there are no contracts, commitments, agreements, understandings or arrangements of any kind relating to the Shareholder’s Shares (including any voting agreements, voting trusts, proxies or other similar

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agreements or understandings, or any agreements to purchase, redeem, otherwise acquire the Shareholder’s Shares, or securities or obligations of any kind convertible into the Shareholder’s Shares). The Shareholder is not a party to, does not own, or have rights to, any other securities (including outstanding subscriptions, warrants, options calls, subscriptions, phantom equity rights (except as set forth in the Phantom Unit Schedule), purchase rights, subscription rights, preemptive rights, rights of first refusal, registration rights, conversion rights, anti-dilution rights, exchange rights or other rights, Contracts or commitments obligating any Acquired Company to issue, transfer, sell to the Shareholder any shares of capital stock or other securities or equity interests of the Company or obligations of any kind convertible or exchangeable into or exercisable for any shares of capital stock or any other security of any Acquired Company) of the Company other than the Shares. Upon delivery to Purchaser of the instruments of transfer by the Shareholder at the Closing pursuant to Section 4.2, legal and valid title to the Shareholder’s Shares will pass to Purchaser, free and clear of any Lien or restriction on transfer (other than any restrictions under the Securities Act and applicable state securities Laws).

7.5 Noncontravention. Except for compliance with any applicable requirements of the HSR Act, neither the execution, delivery or performance by the Shareholder of this Agreement or any Shareholder Transaction Document, nor the consummation by the Shareholder of the Transactions, nor compliance by the Shareholder with any of the provisions hereof or thereof will: (a) with respect to any Shareholder that is a trust, violate, or result in the violation of, its Organizational Documents; (b) violate any Law, writ or injunction of any Government Authority, in each case applicable to the Shareholder or the Shareholder’s assets or properties; or (c) with or without the passage of time or the giving of notice or both, result in the breach of, or constitute a default or require any consent under, or result in the creation of any Lien upon any property or assets of the Shareholder pursuant to, any instrument or agreement to which the Shareholder is a party or by which the Shareholder or the Shareholder’s properties are bound, except (in the case of clauses (b) and (c)) where the violation, breach or default would not reasonably be expected to have a material adverse effect on the Shareholder’s ability to consummate timely the Transactions.

7.6 Government Approvals. No filing with, and no permit, authorization, consent or approval of, any Government Authority is necessary for the Shareholder to consummate the Transactions, except for: (a) any consent, approval, order, authorization, registration, declaration or filing that is required under applicable federal and state securities Laws; (b) compliance with any applicable requirements of the HSR Act; and (c) the authorizations, consents and/or approvals set forth in Schedule 8.4(b).

7.7 Legal Proceedings. There are no Actions pending, or to the actual knowledge of such Shareholder (without any constructive or imputed knowledge or any duty of inquiry), threatened against or affecting such Shareholder that (a) question the validity of this Agreement or any action taken or to be taken by such Shareholder in connection with, or which seek to enjoin or obtain monetary damages in respect of, this Agreement, (b) with respect to such Shareholder’s ownership of Shares, between or among any Shareholders or any of their respective Affiliates, or between any Acquired Company and any Shareholder or any of their respective Affiliates, or (c) if adversely decided, would reasonably be expected to, individually or in the aggregate, impede, materially delay or prevent the Closing.

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7.8 Brokers. No Shareholder has retained, utilized or been represented by any broker, finder or similar agent in connection with the Transactions and no Shareholder has any liability or obligation to any Person for any brokerage commission, finder’s fee or any similar compensation in connection with this Agreement or the Transactions.

7.9 Investment Representation. Each Family Shareholder is an “accredited investor” as defined in Regulation D promulgated by the SEC under the 1933 Act. Each Family Shareholder acknowledges that it is informed as to the risks of the ownership of Parent Common Stock issued as Stock Consideration as contemplated hereby and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of such ownership, and is able to bear the economic risk of such ownership for an indefinite period of time. Each Family Shareholder has been furnished access to such information and documents as it has requested and has been afforded an opportunity to ask questions of and receive answers from representatives of Parent concerning the issuance of the shares of Parent Common Stock.

7.10 Restricted Securities. Each Family Shareholder understands that neither the issuance of the shares of Parent Common Stock constituting the Stock Consideration nor the transfer of such shares to the Family Shareholders has been registered under the 1933 Act, by reason of a specific exemption from the registration provisions of the 1933 Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Family Shareholder’s representations as expressed herein. Each Family Shareholder understands that the shares of Parent Common Stock are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, such Family Shareholder must hold the Parent Common Stock indefinitely unless and until they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each Family Shareholder acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including the time and manner of sale, the holding period for the Parent Common Stock, and on requirements relating to Parent which are outside of such Family Shareholder’s control, which Parent is under no obligation, and may not be able, to satisfy.

7.11 Resale of Shares.

(a) Each Family Shareholder understands and agrees that it may not sell or otherwise transfer any shares of Parent Common Stock constituting the Stock Consideration, except pursuant to an effective registration under the 1933 Act, or in a transaction which qualifies as an exempt transaction under the 1933 Act and the rules and regulations promulgated thereunder and in accordance with the restrictions set forth in this Agreement and the Stockholders Agreement.

(b) Each Family Shareholder acknowledges that each certificate or instrument evidencing the shares of Parent Common Stock constituting the Stock Consideration shall initially bear substantially the following restrictive legend, either as an endorsement, on the face thereof or a comparable notation or other arrangement with respect to any uncertificated shares:

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“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED AS OF NOVEMBER 9, 2018, BY AND AMONG BRISTO GROUP INC. AND CERTAIN OTHER PARTIES THERETO (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF BRISTOW GROUP INC.) AND THE STOCKHOLDERS AGREEMENT BY AND AMONG BRISTOW GROUP INC. AND CERTAIN OTHER PARTIES THERETO, DATED AS OF NOVEMBER 9, 2018 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF BRISTOW GROUP INC.).”

7.12 No Other Representations and Warranties. Each Shareholder, on behalf of itself and its Affiliates, acknowledges and agrees that except for the representations and warranties contained in Article 5, neither Purchaser nor any other Person or entity on behalf of Purchaser has made or makes, and the Shareholder and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to Purchaser, its Affiliates or their respective businesses, affairs, assets, liabilities, financial condition, results of operations, future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, plans or prospects) or with respect to the accuracy or completeness of any other information provided or made available to the Shareholder and its Affiliates or any of their representatives by or on behalf of Purchaser. Each Shareholder acknowledges and agrees, on behalf of themselves and their Affiliates, that neither Purchaser nor any other Person or entity on behalf of Purchaser has made or makes, and each Shareholder and their Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to such Shareholder or their Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of any of Purchaser or its Affiliates, whether or not included in any management presentation.

ARTICLE 8

PRE-CLOSING COVENANTS

8.1 Access to Information.

(a) Subject to the limitations on the exchange of competitively sensitive information pursuant to applicable Laws and to the Company’s right to withhold documents and other information that is subject to an attorney-client or similar privilege (provided that the Company shall use reasonable best efforts to provide such information in a manner that allows

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the Company to comply with such limitations or preserve the attorney-client or similar privilege, as applicable), from the Execution Date until the earlier of Closing or the termination of this Agreement in accordance with its terms, the Company will give to Purchaser and its counsel, financial advisors, accountants, potential Debt Financing Sources and Investors and other consultants and authorized representatives reasonable access during normal business hours to the Company’s books and records, Tax Returns, contracts, commitments, officers, management employees, facilities, personnel and accountants, and will furnish and make available to Purchaser and its counsel, financial advisors, accountants, potential Debt Financing Sources and Investors and other consultants and authorized representatives copies of all documents and additional financial and operating data and other information pertaining to the affairs of the Acquired Companies that such Persons reasonably request; provided, that (i) the due diligence activities of such Persons will be conducted in compliance with the Company’s rules and procedures for safety and security so as not to unreasonably interfere with the operation of the business of the Acquired Companies, and (ii) nothing in this Section 8.1 entitles such Persons to access or review the Attorney Records.

(b) Purchaser and its Agents will use commercially reasonable efforts to cooperate with the Acquired Companies regarding any outreach or contacts by the Acquired Companies to any suppliers to, or employees or customers of, the Acquired Companies in connection with or pertaining to any subject matter of this Agreement; provided, however, that nothing in this sentence will restrict Purchaser or its Agents from (i) contacting or communicating with any such Persons in the ordinary course of its business consistent with past practice concerning matters other than those related to the Transactions or (ii) responding to inquiries or communications received by Purchaser made by any such Persons.

8.2 Company Pre-Closing Activities. Except as otherwise required by this Agreement, or as set forth on Schedule 8.2, until the earlier of Closing or the termination of this Agreement in accordance with its terms, the Company will (i) operate the business of the Acquired Companies in the Ordinary Course of Business and (ii) use commercially reasonable efforts to preserve intact its existing assets (including by performing ordinary course maintenance and repair on such assets), business organizations and operations, keep available the services of its current officers and employees (provided that, consistent with Section 8.2(g), the Company may terminate any employee for cause and may terminate any employee whose annual compensation is $150,000 or less for any reason) and preserve its present rights, permits, goodwill and relationships with customers, suppliers, distributors and others having business dealings with it. Without limiting the generality of the foregoing, except as otherwise required by this Agreement, or as set forth on Schedule 8.2, until the earlier of Closing or the termination of this Agreement in accordance with its terms, the Company will not, and will cause each Company Subsidiary not to:

(a) authorize for issuance, issue, sell, deliver or grant, or agree or commit to issue, sell, deliver or grant any equity securities, or any subscriptions, warrants, options or other agreements or rights of any kind to purchase or otherwise receive or be issued any equity securities, or any securities or obligations of any kind convertible into, or exercisable or exchangeable for, any equity securities of any Acquired Company;

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(b) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, interests, stock or property) in respect of any of its shares (including the Shares), limited liability company interests, capital stock or other equity or voting securities or interests other than (i) cash dividends or distributions paid by a direct or indirect wholly owned Subsidiary of the Company to the Company or another direct or indirect wholly owned Subsidiary of the Company and (ii) cash dividends or distributions paid in full by the Company to the Shareholders prior to Closing.

(c) engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business;

(d) knowingly take any action that would reasonably be expected to cause any Acquired Company to violate any Law;

(e) effect any recapitalization, reclassification, stock split or other change in the capitalization of any Acquired Company or redeem or otherwise acquire any securities of any Acquired Company;

(f) amend any Acquired Company’s Organizational Documents;

(g) (i) grant any increase in the compensation or employee benefits of any employee, director or consultant of any Acquired Company, except in as required by Scheduled Contracts described in Section 6.25(f) existing on the Execution Date; (ii) grant or pay, or commit to grant or pay, any bonus, benefit or other direct or indirect compensation to any employee, director or consultant of any Acquired Company, except (A) payments made in the Ordinary Course of Business and after consultation with Parent pursuant to any annual incentive compensation plans, descriptions of which have been provided to Purchaser in Folder 8 of the Data Room, which payments are based on actual performance and allocations that, in each case, are determined in the Ordinary Course of Business, or (B) as required by Scheduled Contracts described in Section 6.25(f) existing on the Execution Date; (iii) enter into, adopt, amend, or terminate any collective bargaining agreement or Benefit Plan except (A) as required by applicable Law or (B) in the Ordinary Course of Business to replace expiring Benefit Plans that are health or welfare plans; (iv) take any action to accelerate any payment or benefit, or the funding of any payment or benefit, payable or to become payable to any director, officer, employee or consultant of any Acquired Company; (v) terminate the employment or service of any employee or consultant of any Acquired Company whose annual compensation exceeds $150,000, other than for cause; or (vi) hire any employee or consultant whose annual compensation exceeds $150,000;

(h) subject any of the properties or assets (whether tangible or intangible) of any Acquired Company to any Lien other than Permitted Liens, except in the Ordinary Course of Business;

(i) sell, assign, transfer, convey, lease or otherwise dispose of any property or asset of any Acquired Company with a value exceeding $300,000 individually or $1,000,000 in the aggregate;

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(j) acquire any material properties or assets, except (i) in the Ordinary Course of Business, (ii) required pursuant to a Contract that is disclosed in Section 6.25(i) of the Disclosure Schedule, or (iii) for purchases that are accounted for in the Capital Expenditure Budget;

(k) enter into any Contract or transaction with, or otherwise incur any Liability to, any Shareholder, officer, director or any Affiliate (other than any other Acquired Company) except for any such Contract, transaction or Liability that will be terminated prior to the Closing and with respect to which such Acquired Company will have no Liability after the Closing;

(l) enter into any Contract or commitment that restrains, restricts, limits or impedes the ability of any Acquired Company to compete with any Person or conduct any business or line of business in any geographic area;

(m) merge or consolidate any Acquired Company into or with any other Person or acquire (by merger, consolidation, acquisition of securities or assets or otherwise) any corporation, partnership or other business organization or division;

(n) incur any Indebtedness (other than borrowing against an Acquired Company’s existing revolving line of credit to make payments in the Ordinary Course of Business so long as such amounts will be fully repaid on or prior to Closing), or assume, grant or guarantee or endorse or otherwise as an accommodation become responsible for, the obligations of any Person (other than an Acquired Company to the extent not prohibited by clause (s)), or make any loans or advances (other than to any Acquired Company), except for (1) individual amounts less than $50,000 or in the aggregate less than $250,000 and (2) obligations that will be fully satisfied on or prior to Closing;

(o) (i) make or commit to make any capital expenditures in excess of $100,000 in the aggregate that are not in accordance with the Capital Expenditure Budget, other than as required for emergency maintenance or repairs or (ii) fail to continue with ordinary course capital expenditures in respect of maintenance and repair in the Ordinary Course of Business;

(p) enter into any settlement or release with respect to any Action, other than any such settlement providing solely for monetary damages in an amount not exceeding $100,000 in the aggregate;

(q) (i) enter into any Contract with a Specified Contract Party, (ii) terminate, modify or amend, release any party under, waive any right under, assign or otherwise change any rights or obligations under any Contract that is the subject of a Designated Consent, or (iii) other than in the Ordinary Course of Business, (A) enter into any Contract that would be a Scheduled Contract if entered into prior to the Execution Date or (B) terminate, materially modify or amend, release any party under, waive any material right under, assign or otherwise change any material rights under, any Scheduled Contract or Contract described in clause (A);

(r) permit any Acquired Company to make any changes in its accounting principles or practices, except as may be required by changes in GAAP after the Execution Date;

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(s) make, change or revoke any material Tax election, change any material method of Tax accounting or Tax accounting period, enter into any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Tax Law), file any amended material Tax Return, settle or compromise any material Audit, surrender any right to claim a material Tax refund, or engage in any intercompany transaction (whether an intercompany borrowing or otherwise) outside the Ordinary Course of Business that would or reasonably could be expected to result in any material Taxes for which the Company or any of its Subsidiaries would be liable for any taxable period (or portion thereof);

(t) make any payments or dividends with respect to, or otherwise distribute, any Insurance Proceeds received by the Acquired Companies other than payments in furtherance of ordinary-course repair of the underlying assets;

(u) permit any adverse change in any Acquired Companies’ authorization to perform any process, maintenance, repair or overhaul services (including depot-level maintenance) for the U.S. Army or any other division of the U.S. military (including any adverse change in Source Approval Requests or Product Verification Audits prior to Closing);

(v) (i) make any additional purchases, or enter into or issue any purchase orders, under the Spare Parts Sale Agreement, except for purchases for which payment will be made on invoices presented after delivery of inventory in the ordinary course of business, or (ii) lease or finance any helicopters, engines, rotors, blades or other aviation equipment from GE or any of its Affiliates; or

(w) agree or commit to do any of the foregoing.

Notwithstanding the foregoing, nothing in this Section 8.2 will prohibit any Acquired Company from taking any action or omitting to take any action approved in writing by Purchaser.

8.3 Parent Pre-Closing Activities. Except as otherwise required by this Agreement (including, for the avoidance of doubt, any actions taken in connection with the Financing), or as set forth on Schedule 8.3, until the earlier of Closing or the termination of this Agreement in accordance with its terms, Parent will not, and will cause its controlled Affiliates not to:

(a) declare, authorize, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of Parent’s capital stock, other equity interests or voting securities;

(b) adjust, split, combine, subdivide or reclassify any shares of its capital stock;

(c) amend or authorize the amendment of its articles of incorporation or bylaws (or similar organizational documents) in a manner adverse in any material respect to the Shareholders relative to other holders of Parent Common Stock;

(d) adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization (other than with respect to direct or indirect wholly-owned Subsidiaries of Parent); or

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(e) authorize any of, or agree to commit to do any of, the foregoing actions.

8.4 Efforts to Consummate. Each Party will use its commercially reasonable efforts to take, or cause to be taken, all lawful and reasonable actions within its control, and to do or cause to be done all lawful and reasonable things within its control, necessary to fulfill the conditions precedent to the obligations of the other Parties, subject to completion of the Marketing Period, and to consummate and make effective as promptly as practicable the Transactions and to cooperate with each other in connection with the foregoing. Without limitation:

(a) The Company will use its commercially reasonable efforts to obtain those third party consents and other approvals or waivers required with respect to the Transactions, including consents as set forth on Schedule 8.4(a) (the “Required Consents”). Purchaser will coordinate and cooperate with the Company in exchanging all information and assistance that the Company reasonably requests in connection with obtaining the Required Consents; provided that, with respect to the Designated Consents, Purchaser shall have the right to direct the nature, timing and content of all communications with the relevant contractual counterparties in connection with obtaining the Designated Consents, and the Company shall coordinate and cooperate with Purchaser in exchanging all information and assistance that Purchaser reasonably requests in connection with obtaining the Designated Consents. Each Party will supply as promptly as practicable any additional information and documentary material that is requested by any applicable third party with respect to a Required Consent; and

(b) The Company will give the notices to, make the filings with, and use commercially reasonable efforts to obtain the authorizations, consents and approvals of Government Authorities as necessary or advisable (as agreed to by the Parties) to consummate the Transactions, including as set forth on Schedule 8.4(b).

“Commercially reasonable efforts” with respect to any Required Consents other than the Designated Consents will not require the payment of any cash or other consideration by any Acquired Company. The Company and the Shareholders will be responsible for the payment of any cash or other consideration that is required to be paid, performed or delivered in order to obtain each of the Designated Consents (and, in the event that any such payment or consideration is not paid or performed in full prior to the Closing, the value of the remaining portion of any such payment or consideration shall be included in the definition of “Company Transaction Expenses”); provided that the Company and the Shareholders, collectively, will not be required to pay cash or other consideration with a value in excess of the amount set forth on Schedule 8.4(b) in the aggregate with respect to obtaining all Designated Consents nor shall any such excess be included in the definition of “Company Transaction Expenses.” The negotiation of, and agreement on the terms of, any such payment or consideration shall be subject to the direction of Purchaser and to Purchaser’s consent.

8.5 Confidentiality. Unless and until the Transactions have been consummated, and subject to Section 8.7 and Section 10.2, the Confidentiality Agreement will remain in effect and will govern the Parties’ rights and obligations with respect to the matters set forth therein. From and after the Closing, Shareholders shall keep all competitively sensitive proprietary or confidential information that pertains to the Acquired Companies confidential.

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8.6 HSR Act Filing.

(a) Each Party will:

(i) Promptly give all notices to and make all filings with Government Authorities required under the HSR Act and similar state or foreign Laws, including the Notification and Report Forms and related material each Party is required to file with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice under the HSR Act (collectively, “Required HSR Filings”); and

(ii) Use its reasonable best efforts to obtain all authorizations, consents and approvals required under the HSR Act and similar state or foreign Laws.

(b) Each Party will file the required Notification and Report Forms and related material no later than ten Business Days after the Execution Date. Purchaser will be responsible for paying all filing fees with regard to the Required HSR Filings. The Company will coordinate and cooperate with Purchaser in exchanging all information and assistance that Purchaser reasonably requests in connection with all of the foregoing. Each Party will (i) supply as promptly as practicable any additional information and documentary material that is requested by any applicable Government Authority pursuant to the HSR Act and (ii) use its best efforts to obtain early termination of the applicable waiting period under the HSR Act. Notwithstanding anything in this Agreement to the contrary, in no event will Purchaser be obligated to offer or agree to or accept any undertaking or condition, to enter into any consent decree, to make any divestiture or to accept any operation restriction, or to offer to take any other action, in each case, if such undertaking, condition, consent decree, divestiture, restriction or action would reasonably be expected to have a material adverse effect on Purchaser (after giving effect to the Transactions).

(c) Without limiting Section 8.6(a), but subject to Section 8.6(b), if any objections are asserted by any Government Authority or any third party with respect to the Transactions under any Law, then each Party will use its reasonable best efforts to resolve all objections to permit the consummation of the Transactions.

8.7 Financing.

(a) Subject to the terms and conditions of this Agreement, Parent or Purchaser, as applicable, will:

(i) use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain on a timely basis the Financing on the terms and conditions (or terms and conditions not materially less favorable to Parent or Purchaser, as applicable, unless agreed to by the Company) described in the Commitment Letters (including, as necessary, the “flex” provisions set forth in any fee letter related to the Debt Commitment Letter); and

(ii) not agree to or permit, without the Company’s prior written consent (not to be unreasonably withheld) any amendment or modification to be made to, or any waiver of any provision or remedy under, either Commitment Letter if that amendment, modification or

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waiver would (A) reduce the aggregate cash proceeds available from the Financing below the amount necessary to fund (together with cash and cash equivalents or other sources of immediately available funds available to Purchaser on the Closing Date) the Transaction Payments, or (B) impose new or additional conditions, or otherwise amend, modify or expand any existing conditions, to the receipt of the Financing, in the case of either clause (A) or (B) above, in a manner that would reasonably be expected to (1) prevent or materially delay the Closing, (2) make the funding of the Financing (or satisfaction of the conditions to obtaining the Financing) materially less likely to occur, or (3) adversely impact Parent’s or Purchaser’s, as applicable, ability to enforce its rights under the Financing Agreements (as defined below) or Purchaser’s ability to consummate the Transactions.

(b) Parent or Purchaser, as applicable, will use its commercially reasonable efforts to:

(i) negotiate and enter into definitive agreements with respect to each Commitment Letter on terms and conditions contained in the Commitment Letter or on other terms and conditions not materially less favorable, taken as a whole, to Parent or Purchaser, as applicable, or the Company on a timely basis (the definitive agreements, together with the Commitment Letters, the “Financing Agreements”);

(ii) maintain the Financing Agreements, including the Commitment Letters, in effect;

(iii) promptly upon executing the Financing Agreements provide complete executed copies to the Company;

(iv) satisfy (or obtain a waiver of) on a timely basis all conditions in the Financing Agreements applicable to Parent or Purchaser, as applicable, obtaining the Financing;

(v) consummate the Financing at or before the Closing; and

(vi) fully enforce the counterparties’ obligations and its rights under the Financing Agreements, including by suit or other proceeding if deemed appropriate by Parent or Purchaser, as applicable, to cause the Debt Financing Sources or Investors, as applicable, under the Financing to fund in accordance with their respective commitments if all conditions to funding the Financing in the applicable Financing Agreements have been satisfied or waived.

(c) Parent and Purchaser, as applicable, will keep the Company reasonably informed on a timely basis of the status of Parent’s and Purchaser’s, as applicable, efforts to arrange the Financing and to satisfy its conditions, including, at the Company’s request, (i) advising and updating the Company, in a reasonable level of detail, with respect to status, proposed closing date and material terms of the Financing Agreements; and (ii) providing copies of the current drafts of all Financing Agreements to the Company.

(d) If any portion of the amount of the Financing becomes, or would reasonably be expected to become, unavailable on the material terms and conditions contemplated by the applicable Commitment Letter (other than as a direct result of the breach by the Company or the Shareholders of any representation, warranty or covenant contained herein

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or as a direct result of the failure of a condition contained herein to be satisfied by the Company or the Shareholders), then Parent or Purchaser, as applicable, will (i) promptly notify the Company; and (ii) use its commercially reasonable efforts to arrange and obtain alternative financing from alternative sources in an amount sufficient to consummate the Transactions (including cash and cash equivalents or other sources of immediately available funds available to Purchaser) and with terms and conditions not materially less favorable, taken as a whole, to Parent or Purchaser, as applicable, or the Company than the terms and conditions set forth in the applicable Financing Agreements (“Alternative Financing”) as promptly as practicable. In that event, (A) the term “Financing” as used in this Agreement will be deemed to include the Alternative Financing, (B) the term “Commitment Letters” will be deemed to include any commitment letters with respect to the Alternative Financing and (C) the term “Financing Agreements” will be deemed to include any definitive agreement with respect to the Alternative Financing.

(e) The Company will, and will cause the other Acquired Companies to, and will use its commercially reasonable efforts to cause its Agents to, in each case at Purchaser’s sole cost and expense, provide Parent and Purchaser, as applicable, all cooperation reasonably requested by Parent or Purchaser that is customary and necessary in connection with arranging and obtaining the Financing and causing the conditions in the Financing Agreements to be satisfied. In performing its foregoing obligations under this Section 8.7(e), the Company will and will cause the other Acquired Companies to and will use its commercially reasonable efforts to cause its Agents to, as applicable, in each case at Purchaser’s sole cost and expense, (i) provide reasonably required information relating to the Company and the other Acquired Companies to the Debt Financing Sources or Investors, as applicable, (ii) participate in meetings, drafting sessions, due diligence sessions, presentations, road shows, sessions with prospective lenders, investors and rating agencies, in each case, in connection with the Financing, (iii) assist in the preparation of (A) any offering documents, private placement memoranda, bank information memoranda, prospectuses and similar documents required in connection with any portion of the Financing, together with customary authorization letters authorizing the distribution of information to prospective lenders or investors (which customary authorization letters shall be required notwithstanding the commercially reasonable efforts standard required of the Company above), and (B) materials for rating agency presentations, (iv) reasonably cooperate with the marketing efforts for any portion of the Financing, (v) execute and deliver (or use commercially reasonable best efforts to obtain from its advisors) customary certificates, accounting comfort letters (including consents of accountants for use of their reports in any materials relating to the Financing), customary surveys, title insurance or other documents and instruments relating to guarantees, the pledge of collateral and other matters ancillary to the Financing as may be reasonably necessary in connection with the Financing, (vi) assist in obtaining such consents, waivers, estoppels, approvals, authorizations and instruments that may be reasonably requested in connection with the Financing and any collateral arrangements therefor, including customary payoff letters, lien releases, instruments of termination or discharge, appraisals, surveys, landlord consents, waivers and access agreements, (vii) furnishing Parent and the Debt Financing Sources or Investors, as applicable, promptly, and in any event no later than three Business Days prior to the Closing Date, with all documentation and other information which any Debt Financing Source or Investor, as applicable, has reasonably determined is required by U.S. regulatory authorities in connection with any portion of the Financing under applicable “know your customer” and anti-money laundering rules and

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regulations, including the PATRIOT Act and the Beneficial Ownership Regulation (which cooperation shall be required notwithstanding the commercially reasonable efforts standard required of the Company above), (viii) enter into one or more secured or unsecured credit or other agreements, or related guarantees and other ancillary agreements on terms satisfactory to Purchaser and that are reasonably necessary in connection with the Financing immediately prior to the Closing Date provided the same are not effective unless and until the Closing occurs, (ix) as promptly as practicable, furnish the sources for the Financing with all financial and other information regarding the Company and the other Acquired Companies as may be reasonably necessary of a type generally used in connection with a syndicated bank financing as well as an offering pursuant to Rule 144A of the Securities Act in each case by the Company, including all financial statements described in paragraph 4 of Exhibit C to the Debt Commitment Letter and all financial statements and financial data of the type and form required in a registered offering of non-convertible debt securities by Regulation S-X and Regulation S-K under the Securities Act of 1933, as amended (except that the Company will not be required to provide segment reporting or consolidating and other financial statements or data required by Rules 3-03(e), 3-09, 3-10 or 3-16 of Regulation S-X (provided that data customarily included in an offering memorandum for a Rule 144A offering of Rule 144A offering involving high-yield debt securities as to the total assets, revenue, EBITDA and adjusted EBITDA or comparable metrics (including on a pro forma basis giving effect to the Transactions) of guarantor and non-guarantor subsidiaries shall be provided), CD&A and other information required by Item 402(b) of Regulation S-K and information regarding executive compensation and related pension disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A or other information or financial data customarily excluded from an offering memorandum for a “Rule 144A Offering”), (x) take all actions reasonably necessary in connection with the termination at the Closing of all commitments in respect of the Existing Debt (as defined in the Debt Commitment Letter), and any other Indebtedness, in each case to the extent contemplated by or required in connection with the Financing (collectively, the “Existing Debt”), the repayment in full on the Closing Date of all obligations in respect of the Existing Debt, and the release of related Liens securing such Existing Debt and guarantees in connection therewith, (xi) causing the Company’s independent auditors to cooperate in connection with the Debt Financing (including providing accountant’s comfort letters and consents from the Company’s independent auditors to the extent required by the Debt Commitment Letter or the Financing Agreements) and (xii) take all corporate actions, subject to the occurrence of the Closing, reasonably necessary to permit the consummation of the Financing and the direct borrowing or incurrence of all of the proceeds of the Debt Financing by the Company concurrently with the Closing. Notwithstanding the foregoing, nothing in this Agreement will require any Acquired Company or any Shareholder to (A) prior to the Closing Date, pay any commitment, consent or similar fee or incur any liability in connection with the Financing or any Alternative Financing that is not advanced by Purchaser unless simultaneously reimbursed or reasonably satisfactorily indemnified by Purchaser, (B) take any action or do anything that would contravene applicable Law or any Scheduled Contract, or (C) disclose any information that in the reasonable judgment of the Acquired Companies would result in the disclosure of trade secrets or similar confidential or proprietary information without an executed confidentiality agreement in customary form binding on the recipient of the information. Purchaser shall promptly upon request by the Company and from time to time pay to or reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred by any Acquired Company or their

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Agents in connection with providing the assistance contemplated by this Section 8.7. Nothing contained in this Section 8.7 or otherwise will obligate any Acquired Company to be an issuer or other obligor with respect to the Financing before Closing.

(f) Purchaser acknowledges that obtaining the Financing, or any Alternative Financing, is not a condition to Closing and confirms its obligation to consummate the Transactions irrespective and independently of the availability of the Financing or any Alternative Financing, subject to fulfillment or waiver of the conditions set forth in Section 9.1.

(g) Notwithstanding anything to the contrary herein, if Parent’s or Purchaser’s inability to consummate the Financing is attributable to the Company’s failure to comply with its obligations under Sections 6.10, 8.1(a), or 8.7(e), then, for all purposes under this Agreement, Parent or Purchaser shall not be deemed in breach of the covenants in this Section 8.7, the representations in Section 5.7 or the covenant in Section 9.2(b) with respect to payments described in Article 3.

8.8 NYSE Listing. Purchaser shall use commercially reasonable efforts to cause the shares of Parent Common Stock constituting the Stock Consideration to be listed on the NYSE.

8.9 Further Environmental Provisions.

(a) The Shareholders shall cause the Acquired Companies to complete the scope of work contemplated in the Phase II Environmental Plan prior to Closing to enable the Shareholders and the Purchaser to establish the scope of the required Remedial Action, if any. If any post-Closing Remedial Action will or is likely to be necessary, the Parties will discuss and use their commercially reasonably efforts to agree upon a mechanism to ensure to Purchaser’s reasonable satisfaction that the funds necessary to complete or pay for the Excluded Environmental Liabilities pursuant to Section 8.9 or Section 11.2 (the “Necessary Environmental Funds”) will be available from the Shareholders after Closing.

(b) With respect to any Remedial Action falling within the definition of Excluded Environmental Liabilities, after the Closing:

(i) The Shareholders shall have the right, but not the obligation, to conduct and control the Remedial Action; provided, however, that, if the Shareholders opt to conduct such Remedial Action, the Shareholders shall do so without unreasonably interfering with the Purchaser’s operations at any of the Acquired Companies’ Real Property or Improvements and provided further, that the Shareholders shall not agree to any Orders that affect the Real Property or Improvements without Purchaser’s written consent (such consent not to be unreasonably withheld, conditioned or delayed) and the Shareholders shall provide Purchaser with copies of all notices received in connection with such Remedial Action and the right to participate in any interactions with, or submissions to, any Government Authorities;

(ii) To the extent that the Shareholders elect to conduct and control the Remedial Action in accordance with subsection (b)(i) above, the Purchaser shall, and shall cause the Acquired Companies and their respective representatives to, cooperate with the Shareholders, including by providing reasonable access to the subject site, including access to install, maintain, replace and operate wells and remove impacted soil and/or groundwater; and

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(iii) The Shareholders shall only be liable for (or obligated to complete to the extent that the Shareholders elect to conduct and control the Remedial Action) Remedial Action that is conducted in the most cost-effective manner, which shall incorporate (A) the least stringent clean-up standards that, based upon the use classification (industrial, commercial or residential) of a subject site, are allowed under applicable Environmental, Health and Safety Law; and (B) the least-costly methods that do not unreasonably interfere with the Purchaser’s or any of the Acquired Companies’ operations at any of its Real Property or Improvements, as are allowed under applicable Environmental, Health and Safety Law, and are approved by or otherwise acceptable to applicable Government Authorities to achieve such standards, including the use of engineering and institutional controls to eliminate or minimize exposure pathways. The Purchaser shall, and shall cause each of its Affiliates to, be responsible for any operation and maintenance with respect to any such institutional or engineering controls subsequent to completion of their initial installation, and such post-installation costs shall not be subject to indemnification; provided, however, that the Shareholders shall remain responsible for the operation and maintenance of any such control that entails removing and treating groundwater contaminated with Materials of Environmental Concern until such removal and treatment is no longer required. For the avoidance of doubt and notwithstanding anything contained herein to the contrary, all Remedial Action (regardless of which Party performs the work) shall be completed in accordance with Prudent Industry Practices.

8.10 FOCI Mitigation. The Parties agree to use their commercially reasonable efforts to mitigate any foreign ownership control or influence (“FOCI”) as provided in the NISPOM. Notwithstanding anything in this Agreement to the contrary, in no event will Purchaser or Parent be obligated to accept any U.S. Department of Defense Defense Security Service (“DSS”) requirement for a Special Security Agreement, Proxy Agreement or Voting Trust Agreement (in each case, as such terms are used in the NISPOM paragraph 2-303). In making any disclosures or conducting any meetings or exchanges with DSS regarding these efforts, each Party agrees to: (a) furnish to the other Party, upon reasonable request, all information concerning itself, its subsidiaries, directors, officers, and shareholders and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application under the NISPOM in connection with the Transactions; (b) promptly notify the other Party of any written communication received from DSS relating to the Transactions, and permit the other Party to review in advance any proposed written communication to DSS; (c) not agree to participate in any substantive meeting or discussion with DSS in respect of any filings or inquiry concerning this Agreement unless it consults with the other Party in advance and, to the extent permitted by DSS, gives the other Party the opportunity to attend and/or participate; and (d) promptly furnish the other Party with copies of all correspondence, filings and written communications between such Party and DSS with respect to this Agreement. Each Party shall respond as promptly as practicable under the circumstances to any inquiries received from DSS in connection with this Agreement. Without limiting the foregoing obligations of the Parties, in connection with any of the Shareholders’ or Company’s discussions with DSS with respect to appropriate FOCI mitigation measures to be implemented by the Company, the Company shall, to the extent permitted by applicable Law, advise the Purchaser on a timely basis of the status of its discussions, consult with Purchaser with respect to any specific proposal to be made to or request received from DSS relating to potential FOCI mitigation measures and, prior to agreeing with DSS regarding any FOCI mitigation, obtain the prior written consent of Purchaser.

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ARTICLE 9

CONDITIONS TO CLOSING

9.1 Conditions to Obligations of Purchaser. Purchaser’s obligations to consummate the Transactions are subject to the satisfaction or waiver by Purchaser of each of the following conditions at or before Closing:

(a) The representations of the Company and the Shareholders, as applicable, set forth in Sections 6.1, 6.2, 6.5, 6.9, 6.29, 7.1, 7.2, 7.3, 7.4, 7.8, 7.9, 7.10, and 7.11 (collectively, the “Fundamental Representations”) and the representations of the Company set forth in Sections 6.12(b), 6.12(c), 6.19(c), 6.25(v) and 6.31 are each true and correct in all respects, in each case as of the Execution Date and as of the Closing Date with the same force and effect as though made on the Closing Date, except to the extent that any such representation or warranty is limited by its terms to a specific date (in which case the representation and warranty must be true and correct on the date so specified). The other representations and warranties of the Company set forth in Article 6 and the representations and warranties of each Shareholder set forth in Article 7 that are qualified by any reference to Material Adverse Effect or Material Adverse Change are each true and correct, in each case as of the Execution Date and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date (in which case the representation and warranty must be true and correct on the date so specified). All other representations and warranties of the Company set forth in Article 6 and of the Shareholders set forth in Article 7 must be true and correct, in each case as of the Execution Date and as of the Closing Date as though made on the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date (in which case the representation and warranty need only be true and correct on the date so specified), except for any breach of or inaccuracy in any of those representations and warranties that would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect (in each case, disregarding all references to “material,” “in all material respects” and similar qualifications as to materiality set forth therein).

(b) The Company and the Shareholders have performed and complied in all material respects with all of the other agreements, covenants and obligations required under this Agreement to be performed or complied with by the Company and/or the Shareholders at or before Closing.

(c) (i) The Company has delivered to Purchaser a certificate, executed by the Company’s Chief Executive Officer in his capacity as such, certifying that the conditions which apply to the Company and are specified in Section 9.1(a) and Section 9.1(b) have been fulfilled; and (ii) each Shareholder has delivered to Purchaser a certificate, executed by such Shareholder, certifying that the conditions which apply to such Shareholder and are specified in Section 9.1(a) and Section 9.1(b) have been fulfilled. The form of each certificate to be delivered pursuant to this Section 9.1(c) is attached as Exhibit A.

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(d) The Company has delivered to Purchaser, with respect to each Acquired Company, copies of (i) certificates of existence from the Secretary of State (or its equivalent) of the state in which it is incorporated or organized, in each case dated not earlier than five days before the Closing Date and (ii) certificates of foreign qualification from each state in which it is qualified to do business, in each case dated not earlier than 30 days before Closing.

(e) The Company has delivered to Purchaser a copy of the resolutions duly adopted by the board of directors of the Company authorizing the execution, delivery and performance by the Company of each Company Transaction Document and the consummation of the Transactions, as in effect as of the Closing, certified on behalf of the Company by an officer of the Company.

(f) All applicable waiting periods (and any extensions thereof) under the HSR Act have expired or otherwise been terminated.

(g) Purchaser has received the certificates contemplated by Section 4.2(g).

(h) There is (i) in force no injunction, restraining order, judgment, order, decree or other ruling of any nature issued by any Government Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the Transactions, or that has the effect of restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the Transactions and (ii) no pending Action by any Government Authority seeking to prohibit or prevent or materially delay the consummation of the Transactions.

(i) The relevant Parties to each of the Transaction Documents (other than Purchaser or any of its Affiliates) have entered into the Transaction Documents.

(j) Each Shareholder has delivered, or caused to be delivered, to Purchaser a certificate in the form set forth in U.S. Treasury Regulations Section 1.1445-2(b)(2)(iv)(A) or (B), as the case may be.

(k) Each of the (i) Amended and Restated Shareholders Agreement, dated as of March 1, 2013, as amended, by and among the Company and the Shareholders, (ii) Stock Purchase Agreement, dated as of September 26, 1979, as amended, by and among the Company and Michael A. Fahey and Penny L. Fahey, as trustees of The Fahey Family 2016 Trust U/A/D March 3, 2016, and (iii) Stock Purchase Agreement, dated as of September 26, 1979, as amended, by and among the Company and Jon A. Lazzaretti (collectively, the “Terminated Contracts”), has been terminated with no further force or effect and all rights and obligations of each of the parties thereto have been fully released and waived.

(l) All conditions to the issuance of the R&W Insurance Policy will have been satisfied and the “binder” with respect to the R&W Insurance Policy will remain in full force and effect as of the Closing Date and will not have been amended, modified or terminated.

(m) Substantially concurrently with Closing, Purchaser shall have received a minimum of $10,000,000 investment in shares of Parent Common Stock pursuant to the Subscription Agreements or subscription agreements received from Shareholders on

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substantially the same terms and conditions as the Subscription Agreements (other than any restricted stock units), provided that not less than $8,000,000 shall be invested pursuant to the Subscription Agreements.

(n) Steven E. Bandy shall continue to be employed as the President and Chief Executive Officer of the Company as of the Closing, and Purchaser shall have received an investment in shares of Parent Common Stock as set forth in the Subscription Agreement entered into between Steven E. Bandy and Parent substantially concurrently with the Closing.

(o) The Phase II Environmental Plan shall have been completed and the Parties shall have agreed upon (i) the extent of any post-Closing Remedial Action necessary to comply with applicable Environmental, Health and Safety Law, and (ii) the amount of, and the mechanism for ensuring Purchaser’s post-Closing access to, the Necessary Environmental Funds.

(p) Each of the Designated Consents shall have been obtained.

(q) The shares of Parent Common Stock constituting the Stock Consideration shall have been approved for listing on the NYSE (or any successor inter-dealer quotation system or stock exchange thereto) subject to official notice of issuance.

(r) Neither Party shall have received notification from the FAA Flight Standards District Office (which, if in written form, shall be shared with the other Party) indicating that the FAA is not prepared to, or is otherwise unwilling to (i) either issue (A) an amendment to the Company’s existing Part 145 repair station certificate or (B) a new Part 145 repair station certificate to the Company; in each case, promptly following Closing or (ii) allow the Company to continue its operations after Closing under its existing Part 145 repair station certificate pending issuance of such amendment or new certificate.

(s) The Parties shall have made the necessary notifications to the DSS and shall have either (i) received written confirmation of the continuation of the Company’s Facility Clearance (“FCL”) from DSS, or (ii) received verbal confirmation/informal assurances from DSS; in each case, in form and substance reasonably acceptable to the Parties, that the Transactions may proceed without any expected suspension or cancellation of the FCL. To the extent that DSS requires in writing any FOCI mitigation measures beyond a board resolution materially similar to the standard board resolution found at http://www.dss.mil/documents/foci/2009_sample_foci_br.doc (as of the Execution Date), this condition shall not be considered to have been satisfied.

(t) The Company shall have made the final payment to General Electric Company (“GE”) of the full purchase price for the engines spare parts inventory pursuant to the Spare Parts Sale Agreement (approximately $2,300,000) (which pursuant to the terms of the Spare Parts Sale Agreement is subject to adjustment and is required to be paid by December 15, 2018), and the Company shall have provided evidence thereof to Purchaser.

9.2 Conditions to Obligations of the Shareholders and the Company. The obligations of the Company and the Shareholders to consummate the Transactions are subject to the satisfaction or waiver by the Shareholder Representative and the Company of each of the following conditions at or before Closing:

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(a) The representations and warranties of Purchaser set forth in Sections 5.9 and 5.13 are each true and correct in all material respects, in each case as of the Execution Date and as of the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date (in which case the representation and warranty need only be true and correct in all material respects on the date so specified). The representations and warranties of Purchaser set forth in Sections 5.1, 5.2, 5.3(a) and 5.10 are true and correct in all respects as of the Execution Date and as of the Closing Date. The other representations and warranties of the Purchaser set forth in Article 5 must be true and correct, in each case as of the Execution Date and as of the Closing Date as though made on the Closing Date, except to the extent that any representation or warranty is limited by its terms to a specific date (in which case the representation and warranty need only be true and correct on the date so specified), except for any breach of or inaccuracy in any of those representations and warranties that would not reasonably be expected to, individually or in the aggregate, result in a Parent Material Adverse Effect (in each case, disregarding all references to “Parent Material Adverse Effect,” “material,” “in all material respects” and similar qualifications as to materiality set forth therein).

(b) Purchaser has performed and complied in all material respects with all of the agreements, covenants and obligations required under this Agreement to be performed or complied with by it at or before Closing, including the payments and obligations described in Article 3.

(c) Purchaser has delivered to the Shareholder Representative and the Company a certificate, executed by either the President, Secretary or Treasurer of Purchaser in his or her capacity as such, certifying that the conditions specified in Section 9.2(a) and Section 9.2(b) have been fulfilled.

(d) All applicable waiting periods (and any extensions thereof) under the HSR Act have expired or otherwise been terminated.

(e) There is (i) in force no injunction, restraining order, judgment, order, decree or other ruling of any nature issued by any Government Authority of competent jurisdiction restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the Transactions, or that has the effect of restraining, enjoining, prohibiting, invalidating or otherwise preventing the consummation of the Transactions and (ii) no pending Action by any Government Authority seeking to prohibit or prevent or materially delay the consummation of the Transactions.

(f) The relevant Parties to each of the Transaction Documents (other than any Shareholders, any Acquired Company or any of their Affiliates) have entered into the Transaction Documents.

(g) Purchaser has delivered to the Company a copy of the resolutions duly adopted by the board of directors (or similar governing body) of Purchaser authorizing the execution, delivery, and performance by Purchaser of each Purchaser Transaction Document and the consummation of the Transactions, as in effect as of Closing, certified on behalf of Purchaser by an officer of Purchaser.

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(h) All conditions to the issuance of the R&W Insurance Policy will have been satisfied and the “binder” with respect to the R&W Insurance Policy will remain in full force and effect as of the Closing Date and will not have been amended, modified or terminated.

(i) The shares of Parent Common Stock constituting the Stock Consideration shall have been approved for listing on the NYSE (or any successor inter-dealer quotation system or stock exchange thereto) subject to official notice of issuance.

ARTICLE 10

ADDITIONAL AGREEMENTS

10.1 Further Assurances. The Parties will, without further consideration, execute and deliver any other instruments or documents, and take all further action, required to be delivered pursuant to, or necessary or proper to give effect to and carry out the intent of, all of the terms and provisions of this Agreement. Each Party shall cooperate affirmatively with the other Parties, to the extent reasonably requested by such other Parties, to enforce rights and obligations provided herein.

10.2 Publicity. Except for any Required Public Disclosure, no Party (or any of its Affiliates or representatives) will make any public release, announcement, or other disclosure concerning this Agreement or the Transactions without Purchaser’s and the Shareholder Representative’s advance approval of the disclosure (which will not be unreasonably withheld, conditioned, or delayed). Purchaser and the Shareholder Representative will each furnish to the other drafts of all proposed press releases or announcements relating to the Transactions before their release. Notwithstanding anything herein to the contrary, Purchaser shall be permitted to issue a public release, announcement or disclosure (including responding to questions from analysts, members of the press, and investors of Purchaser) containing information that is substantially consistent with the information in any public release, announcement, or other disclosure that has previously been approved by the Shareholder Representative. Purchaser will use its best efforts to furnish the Shareholder Representative with a draft of the initial Required Public Disclosures relating to the Transactions at least 48 hours before their release and to provide the Shareholder Representative or her Agent the opportunity during that period to review and comment on those Required Public Disclosures. Purchaser will furnish the Shareholder Representative with a draft of, and afford the Shareholder Representative the opportunity to review and comment on, any subsequent Required Public Disclosures if the information included in any subsequent Required Public Disclosure is materially different from the information included in the initial Required Public Disclosures. Nothing in this Section 10.2 prevents any Party from (a) at any time furnishing any required information to any Government Authority having jurisdiction or from making any disclosures required under the HSR Act, or (b) furnishing any information concerning the Transactions to the Party’s Representatives.

10.3 Business Records; Attorney Records.

(a) Business Records. Purchaser acknowledges that access to and control of the business records of each Acquired Company relating to their respective operations before Closing will be acquired by Purchaser when the Transactions are consummated, and that the Shareholders may from time to time after Closing require access to those records. To the extent

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required by Law or reasonably necessary in connection with any audit, assessment or reassessment of any Shareholder by the IRS or any Tax Authority or any Action involving a Shareholder, upon reasonable prior notice from a Shareholder, Purchaser will, during normal business hours, provide or cause to be provided to the Shareholder access to those records (subject to applicable Law, Section 8.5, and confidentiality obligations to third parties). Purchaser will not (and will cause each of its Affiliates, including Acquired Companies not to), for a period of six years after Closing, destroy any material business records of any Acquired Company prepared before Closing without first notifying the Shareholder Representative and affording the Shareholder Representative a reasonable opportunity to remove or copy those records. Notwithstanding the foregoing, no such access shall be permitted to the extent that (i) it would unreasonably disrupt the operations of Purchaser or any of its Affiliates (including the Acquired Companies), (ii) it would result in the disclosure of any competitively sensitive information of Purchaser or any of its Affiliates (including the Acquired Companies) or (iii) legal counsel for Purchaser or any of its Affiliates, as applicable, determines in good faith that such access would jeopardize the ability to successfully assert a claim of legal privilege (including the attorney-client and work product privileges) or contravene any Law or Contract with any third party to which Purchaser or any of its Affiliates is a party or is subject; provided, further, that in the case of any such Contract, Purchaser shall use commercially reasonable efforts to cooperate with the applicable Shareholder to enter into reasonable and appropriate work-around arrangements to permit such access by the applicable Shareholder to the extent practicable (and without contravening such Contract).

(b) Attorney Records. Notwithstanding Section 10.3(a), the Attorney Records will belong solely to the Shareholders, and neither Purchaser nor, after Closing, the Acquired Companies, will have any right to review, access or obtain copies of the Attorney Records. The Company waives, for itself and each Acquired Company, all rights any of them may have with respect to any Attorney Records and authorizes the deletion of all Attorney Records maintained in electronic form. All rights to the Attorney Records, and the control of the confidentiality and privilege applicable to the Attorney Records, will be retained by Shareholders (and not any Acquired Company) after Closing. Neither Purchaser nor, after Closing, the Acquired Companies, may use any Attorney Records against, or to the detriment of, any Shareholder, and neither Purchaser nor, after Closing, the Acquired Companies will by reason thereof assert any loss of confidentiality or privilege protection. All Attorney Records in the possession of any Acquired Company on the Closing Date will be immediately delivered to the Shareholder Representative or, if maintained in electronic form, permanently deleted. If Purchaser or any Acquired Company discovers any Attorney Records after Closing it will promptly notify the Shareholder Representative and deliver those Attorney Records to the Shareholder Representative. Purchaser’s or any Acquired Company’s subsequent discovery of any Attorney Records will not itself constitute or result in any waiver of the attorney-client privilege by any Shareholder.

10.4 Tax Matters.

(a) Tax Returns.

(i) The Shareholder Representative will prepare or cause to be prepared any Tax Returns of the Acquired Companies for any taxable period that ends on or before the date

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prior to the Closing Date (a “Pre-Closing Return”). All Pre-Closing Returns will be prepared in a manner consistent with the prior practice, methods and elections of the Acquired Companies, except as otherwise required by applicable Law. No later than 30 days prior to the due date for filing any Pre-Closing Return (after giving effect to any permitted extensions), the Shareholder Representative will submit any such Pre-Closing Return to Purchaser for review, comment and approval by Purchaser, which approval may not be unreasonably withheld, conditioned or delayed. The Shareholder Representative will reflect any reasonable comments on any Pre-Closing Return provided by Purchaser no later than 15 days before the due date for filing such Tax Return (after giving effect to any permitted extensions). The Shareholder Representative and Purchaser will attempt in good faith to resolve any disagreements regarding any Pre-Closing Return before the due date for filing. If the Shareholder Representative and Purchaser do not resolve any dispute with respect to a Pre-Closing Return before the due date for filing, the dispute will be submitted to the Independent Accounting Firm for resolution (if practicable, at least 10 days before the filing due date, but in any event the submission to the Independent Accounting Firm will be made sufficiently in advance of the filing due date to permit a review by the Independent Accounting Firm). The Independent Accounting Firm’s resolution will be conclusive and binding on all Parties. If for any reason the dispute is not resolved at least two days before the Pre-Closing Return is due, the Pre-Closing Return will be filed in the manner that the Shareholder Representative deems to be correct. After the Independent Accounting Firm’s determination, if needed, the Shareholder Representative will cause an amended Pre-Closing Return to be filed in accordance with the final determination. The costs and expenses of the Independent Accounting Firm will be borne equally by the Shareholders, on the one hand, and Purchaser, on the other hand. The Party responsible for the filing of any Pre-Closing Return will timely file such Tax Return in accordance with the above provisions of this Section 10.4(a)(i).

(ii) Purchaser will prepare or cause to be prepared and file or cause to be filed all Tax Returns of each Acquired Company for any Straddle Period (a “Straddle Period Return”). No later than 30 days before the due date for filing any Straddle Period Return that is an Income Tax Return (after giving effect to any permitted extensions) and no later than 5 days before the due date for filing any other Straddle Period Return (after giving effect to any permitted extension), Purchaser will submit the Straddle Period Return to the Shareholder Representative for review, comment, and approval by the Shareholder Representative, which approval may not be unreasonably withheld, conditioned or delayed. Purchaser will reflect any reasonable comments on any Straddle Period Return relating to Income Taxes provided by the Shareholder Representative no later than 15 days before the due date for filing such Straddle Period Return (after giving effect to any permitted extensions) and Purchaser will reflect any reasonable comments on any other Straddle Period Return provided by the Shareholder Representative no later than 2 days before the due date for filing such Straddle Period Return (after giving effect to any permitted extensions). Purchaser and the Shareholder Representative will attempt in good faith to resolve any disagreements regarding any Straddle Period Return before the due date for filing. If Purchaser and the Shareholder Representative do not resolve any dispute with respect to a Straddle Period Return before the due date for filing, the dispute will be submitted to the Independent Accounting Firm for resolution (if practicable, at least 10 days before the filing due date, but in any event the submission to the Independent Accounting Firm will be made sufficiently in advance of the filing due date to permit a review by the Independent Accounting Firm). The Independent Accounting Firm’s resolution will be

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conclusive and binding on all Parties. If for any reason the dispute is not resolved at least two days before the Straddle Period Return is due, the Straddle Period Return will be filed in the manner that Purchaser deems to be correct. After the Independent Accounting Firm’s determination, if needed, Purchaser will cause an amended Straddle Period Return to be filed in accordance with such determination. The costs and expenses of the Independent Accounting Firm will be borne equally by the Shareholders, on the one hand, and Purchaser, on the other hand.

(b) Allocation of Straddle Period Taxes. If any Acquired Company would be obligated to file a Tax Return for a Post-Closing Tax Period that includes the day prior to the Closing Date, the Acquired Company will, to the extent allowed by applicable Laws, close the taxable period of the Acquired Company on the day prior to the Closing Date. With respect to any Straddle Period, the Taxes, if any, attributable to a Straddle Period will be allocated between (A) the Pre-Closing Tax Period, and (B) the Post-Closing Tax Period (and for such purpose, the taxable period of any pass-through entity in which an Acquired Company holds a beneficial interest will be deemed to terminate on the day prior to the Closing Date) in accordance with this Section 10.4(b). Any allocation of income or deductions required to determine any Taxes attributable to a Straddle Period will be apportioned between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, by closing the books and records of the Acquired Company as though such taxable period terminated as of the close of business on the day prior to the Closing Date; provided, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) will be allocated between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, in proportion to the number of days in each such period. Property, ad valorem and similar Taxes will be apportioned between the Pre-Closing Tax Period, on the one hand, and the Post-Closing Tax Period, on the other hand, in proportion to the number of days in each such period.

(c) Benefit of Deductions. The Company shall have the exclusive right to claim on its Income Tax Returns for its final taxable year as a subchapter S corporation all deductions and other compensation expenses arising from or attributable to any Phantom Plan Payments or any expenses described in clause (B) of the definition of Company Transaction Expenses, in each case, that are paid or accrued by the Company prior to the Closing Date.

(d) Tax Refunds. Except to the extent included in the Closing Net Working Capital as finally determined pursuant to Section 3.3, any Tax refunds and any amounts credited (in lieu of a refund or, if such credit is not in lieu of a refund, to the extent such credit is in respect of an overpayment of a Tax paid prior to the Closing Date by any Acquired Company for a Pre-Closing Tax Period) against Tax (but in each case, only to the extent such refund or credit is of a Tax paid prior to the Closing Date by any Acquired Company for the Pre-Closing Tax Period) that are actually received in cash by any Acquired Company or Purchaser or are applied against cash Taxes otherwise payable by any Acquired Company or Purchaser (excluding any refund or credit attributable to any loss carry back from a period beginning on or after the Closing Date or use of any loss or other attribute arising on or after the Closing Date) will be for the account of the Shareholders, and Purchaser will pay over to the Shareholders any such refund or the amount of any such credit (net of any Tax, cost or expense attributable to the receipt or accrual of such refund or credit) within 15 days after receipt in cash or application against cash

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Taxes payable. If there is a subsequent reduction by the applicable Tax Authority of any amounts with respect to which a payment has been made pursuant to this Section 10.4(d), then the Shareholders (or the Shareholder Representative, as applicable) will pay Purchaser an amount equal to such reduction plus any interest or penalties imposed by the Tax Authority with respect to such reduction.

(e) Amendments. Except as provided in Section 10.4(a) or as required pursuant to a settlement with or determination by a Tax Authority, Purchaser will not amend, and will not permit any Acquired Company to amend, any Income Tax Return that is a Pre-Closing Return or any election made in connection with such Income Tax Return for a Pre-Closing Tax Period or Straddle Period without the prior written consent of the Shareholder Representative (such consent not to be unreasonably withheld, delayed or conditioned) if the amendment would have the effect of increasing the amount of any Tax liability of any Shareholder.

(f) Tax Cooperation. Purchaser and the Shareholder Representative will reasonably cooperate with each other in preparing Tax Returns related to the Acquired Companies and will use commercially reasonable efforts to preserve all information, returns, books, records and documents relating to any liabilities for Taxes relating to any Pre-Closing Tax Period until the later of the expiration of all applicable statutes of limitation and extensions thereof, or a final determination with respect to Taxes for such period and will not destroy or otherwise dispose of any record relating to any Pre-Closing Tax Period without first providing the other Party a reasonable opportunity to review and copy the same.

(g) Post-Closing Audits.

(i) Purchaser will notify the Shareholder Representative in writing within 10 days after Purchaser or any Acquired Company receives notice of any official inquiry, examination, contest, litigation, audit or proceeding (an “Audit”) regarding any Pre-Closing Return with respect to which any Shareholder may have (A) a right to a refund under Section 10.4(d) or (B) an additional obligation for Taxes pursuant to Section 11.2; provided, that the failure to so notify will not relieve the Shareholder Representative or any Shareholder of its obligation hereunder, except to the extent that such Person is actually and materially prejudiced by such failure.

(ii) In the case of any Tax Audit of or with respect to any of the Acquired Companies for any taxable period ending on or before the day prior to the Closing Date (other than an Audit described in the second sentence of Section 10.4(g)(iv)), the Shareholder Representative will have the right to control such Audit; provided, that the Shareholder Representative will (1) provide Purchaser with a timely and reasonably detailed account of each stage of such Audit, (2) consult with Purchaser before taking any significant action in connection with such Audit, (3) permit Purchaser to participate in such Audit and attend any meetings or conferences with the relevant Tax Authority, and (4) not settle, compromise or abandon any such Audit without obtaining the prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed). Notwithstanding anything to the contrary in this Section 10.4(g)(ii), Purchaser will have the exclusive right to control any Audit if (A) the Shareholder Representative notifies Purchaser that the Shareholder Representative is waiving its right to control such Audit or (B) the Shareholder Representative fails to defend diligently such Audit.

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(iii) In the case of an Audit of or with respect to any of the Acquired Companies for any Straddle Period (other than an Audit described in Section 10.4(g)(iv)), Purchaser shall have the exclusive right to control such Audit; provided, that if any Shareholder may have an additional obligation for Taxes pursuant to Section 11.2 as a result of the Audit, then Purchaser will (1) provide the Shareholder Representative with a timely and reasonably detailed account of each stage of such Audit, (2) consult with the Shareholder Representative before taking any significant action in connection with such Audit, (3) permit the Shareholder Representative to participate in such Audit and attend any meetings or conferences with the relevant Tax Authority, and (4) not settle, compromise or abandon any such Audit that would materially and adversely affect the Shareholders without obtaining the prior written consent of the Shareholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

(iv) Purchaser will have the right, at its own expense, to exercise control at any time over the handling, disposition and/or settlement of any issue raised in any Audit regarding any Tax Return other than as described in Section 10.4(g)(ii) (including the right to settle or otherwise terminate any contest with respect thereto). Notwithstanding anything to the contrary in this Agreement and without limiting the generality of the preceding sentence, but subject in all cases to Section 10.4(e), Purchaser shall have the exclusive right to control in all respects, and neither the Shareholder Representative nor any Shareholder shall be entitled to participate in or have any other rights in respect of, any Audit with respect to (A) any Tax Return of Purchaser or any of its Affiliates (other than the Acquired Companies after the Closing); or (B) any Tax Return of a consolidated, combined, affiliated or unitary group that includes Purchaser or any of its Subsidiaries.

(h) Transfer Taxes. Purchaser and the Shareholders each will be liable for and will pay one-half of all sales, use, stamp, documentary, filing, recording, transfer or similar fees or taxes or governmental charges (together with any interest or penalty, addition to tax or additional amount imposed) as levied by any taxing authority in connection with the Transactions. The Shareholder Representative and Purchaser will reasonably cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with the provisions of all applicable Laws in connection with the payment of such Taxes, and shall cooperate in good faith to minimize, to the fullest extent possible under such Laws, the amount of any such Taxes payable in connection herewith.

(i) IC-DISC. The Company shall use its reasonable best efforts to cause CHI-Domestic International Sales, Inc. to be liquidated for U.S. federal (and applicable state) income Tax purposes at least three days prior to the Closing.

(j) Tax Treatment. For U.S. federal (and applicable state) income Tax purposes, the Parties intend that the acquisition of the Shares by Purchaser pursuant to this Agreement be treated as a sale of stock of the Company and not as a sale of assets of any Acquired Company. No Party will take any action to cause the acquisition of the Shares to be treated as a sale of assets of any Company and all of the Parties will report the Transactions consistently with this Section 10.4(j) for U.S. federal (and applicable state) income Tax purposes.

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10.5 Indemnification of Officers and Directors; Exculpation of Liability.

(a) For a period of six years after Closing, Purchaser will not permit any Acquired Company to amend, repeal or otherwise modify any provision in their respective Organizational Documents or indemnification agreements relating to exculpation or indemnification of former officers and directors holding office on or before the Closing Date for acts or omissions occurring on or before the Closing Date, it being the Parties’ intent that the officers and directors of each Acquired Company on or before the Closing Date will continue to be entitled to such exculpation and indemnification in respect of such acts or omissions occurring prior to the Closing to the greatest extent permitted under the Laws of the jurisdiction of its organization, as applicable for six years after Closing, except as required by Law.

(b) Prior to the Closing, Purchaser shall obtain, or shall cause the Company to obtain (at Purchaser’s sole expense) a “tail” insurance policy to become effective at the Closing with a claims period of six years following the Closing with respect to directors’ and officers’ liability insurance covering each person covered by the Company’s directors’ and officers’ liability insurance policy as in effect on the Execution Date (the “Existing D&O Policy”) for acts or omissions occurring prior to the Closing; provided that in no event shall Purchaser be required to pay, with respect to the entire six-year period following the Closing, premiums for insurance under this Section 10.5 that in the aggregate exceed 300% of the aggregate premiums paid by the Company in 2017 under the Existing D&O Policy (which premiums for such period are hereby represented and warranted by the Company to be the amount set forth on Schedule 10.5); provided further that Purchaser shall nevertheless be obligated to provide such coverage, with respect to the entire six-year period following the Closing, as may be obtained for such 300% amount.

(c) The obligations of Purchaser under this Section 10.5 will not be terminated, amended or otherwise modified in any manner that adversely affects any Person to whom this Section 10.5 applies without the prior written consent of the affected Person, it being expressly agreed that each such Person to whom this Section 10.5 applies is an express third party beneficiary of this Section 10.5.

10.6 Obligations to Continuing Employees.

(a) After Closing, Purchaser will cause the Acquired Companies to honor and satisfy all of their respective obligations and liabilities with respect to any Benefit Plan existing as of Closing and disclosed on the Disclosure Schedule (each a “Disclosed Benefit Plan”) in accordance with their respective terms. Notwithstanding the foregoing, no Acquired Company will be required to continue any Benefit Plan after Closing, and any Benefit Plan may be amended or terminated in accordance with its terms and applicable Law. To the extent that any Disclosed Benefit Plan (other than a Benefit Plan that is a retiree welfare plan) is terminated or amended after Closing and before the first anniversary of Closing so as to eliminate the benefits that are being provided with respect to participants thereunder, Purchaser will use commercially reasonable efforts to arrange for each employee who is then a participant in such terminated or

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amended Disclosed Benefit Plan to participate in a similar benefit plan of Purchaser or one of its Affiliates (a “Purchaser Benefit Plan”) from the date of such termination or amendment until the first anniversary of Closing, to the extent (and on the terms that) similarly situated employees of Purchaser or its Affiliates participate in the Purchaser Benefit Plan, in accordance with the eligibility criteria thereof and subject to the required approval of the applicable insurance provider; provided that:

(i) The participant will receive full credit for years of service performed with the Acquired Companies before Closing for all purposes for which service was recognized under the applicable Disclosed Benefit Plan, including recognition of service for eligibility, vesting (including acceleration thereof pursuant to the terms of the applicable Disclosed Benefit Plan), entitlement to commence benefits and, to the extent not duplicative of benefits received under the Disclosed Benefit Plan, the amount of benefits; provided that such credit shall not apply for purposes of retiree welfare or defined benefit pension plans;

(ii) Purchaser will use its commercially reasonable efforts to cause any and all pre-existing condition limitations (to the extent such limitations did not apply to a pre-existing condition under the applicable Disclosed Benefit Plan) under any group health plans to be waived with respect to the participant and his or her eligible dependents; and

(iii) Purchaser will use commercially reasonable efforts to cause the Purchaser Benefit Plans that are group welfare plans to provide the participant with credit towards any applicable deductibles, co-payments and similar exclusions for expenses incurred and paid under the applicable Disclosed Benefit Plan before Closing for the applicable plan year as if the amounts had been paid in accordance with the Purchaser Benefit Plan.

(b) No provision in this Section 10.6 will: (i) create any third party beneficiary or other rights in any current or former director, officer, employee, or independent contractor (or any beneficiary or dependent thereof) of any Acquired Company or any other Person other than the Parties and their respective successors and permitted assigns; (ii) constitute or create an employment agreement; or (iii) constitute or be deemed to constitute an amendment to any benefit plan sponsored or maintained by Purchaser, any Acquired Company or any of their respective Affiliates.

10.7 Excluded Assets. Notwithstanding anything to the contrary in this Agreement, before or concurrently with Closing, the applicable Acquired Company will, without additional consideration, transfer to the respective owners the property listed on Schedule 10.7 (the “Excluded Assets”).

10.8 Investigation; No Reliance by Purchaser. Purchaser acknowledges that it and its Agents have undertaken an independent investigation of the business, assets, operations, financial condition and prospects of the Acquired Companies. In connection with that investigation, Purchaser and its Agents have received or may receive from or on behalf of the Shareholders or the Acquired Companies certain estimates, forecasts, plans and financial projections (whether in written, electronic, or oral form and including in any management presentation, electronic data room, management meetings or otherwise) (“Forward-Looking Statements”). Purchaser, for itself and its Affiliates, knowingly, willingly, irrevocably, and

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expressly acknowledges and agrees that, except to the extent set forth in any representations and warranties set forth in Article 6 and Article 7 or in the Transaction Documents: (a) the Forward-Looking Statements have been or will be provided solely for Purchaser’s convenience to facilitate its own independent investigation of the Acquired Companies; and (b) there are uncertainties inherent in making Forward-Looking Statements. Except to the extent otherwise constituting Fraud, or constituting a breach of or inaccuracy in any representation or warranty made in Article 6 or Article 7 or in the Transaction Documents, none of the Shareholders or the Company will be subject to any Liability to Purchaser or any other Person (to the extent claiming by, through or under Purchaser) resulting from the distribution to Purchaser of Forward-Looking Statements.

10.9 Limitation of Representations and Warranties.

(a) Except for the representations and warranties set forth in Article 6 and in Article 7 or in the Transaction Documents, neither the Company nor any Shareholder is making or has made, and no other Person has made, any representations or warranties, written or oral, statutory, express or implied, concerning the Shares, any Acquired Company or the financial condition, results of operations, business prospects, business, assets or Liabilities of any Acquired Company. PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, NEITHER ANY ACQUIRED COMPANY NOR ANY SHAREHOLDER HAS MADE, AND THE ACQUIRED COMPANIES AND EACH SHAREHOLDER EXPRESSLY DISCLAIM, ANY SUCH ADDITIONAL REPRESENTATION OR WARRANTY (WHETHER EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE) RELATING TO THE ACQUIRED COMPANIES. PURCHASER, FOR ITSELF AND ITS AFFILIATES (INCLUDING, AFTER THE CLOSING, THE ACQUIRED COMPANIES AND THEIR AFFILIATES) AND ITS AND THEIR RESPECTIVE AGENTS (COLLECTIVELY, THE “PURCHASER PARTIES”), EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST THE ACQUIRED COMPANIES AND THE SHAREHOLDERS AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO PURCHASER AND ITS AGENTS BY OR ON BEHALF OF THE ACQUIRED COMPANIES OR THE SHAREHOLDERS, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND IN ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS. WITHOUT LIMITING THE FOREGOING, NEITHER THE ACQUIRED COMPANIES NOR THE SHAREHOLDERS HAVE MADE OR ARE MAKING ANY REPRESENTATION OR WARRANTY TO PURCHASER WITH RESPECT TO THE INFORMATION SET FORTH IN THE RUBY INFORMATION PACKET – JULY 2018, ANY SUPPLEMENTS OR UPDATES TO THAT INFORMATION PACKET (COLLECTIVELY, THE “INFORMATION PACKET”), OR ANY OTHER INFORMATION DELIVERED TO PURCHASER OR ITS REPRESENTATIVES, EXCEPT AS SET FORTH IN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND IN ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS. PURCHASER ACKNOWLEDGES THAT: (A) IT HAS NOT RELIED ON ANY ACQUIRED COMPANY, THE INFORMATION PACKET OR ANY OTHER SOURCE OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS IN

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CONNECTION WITH PURCHASER’S EVALUATION OF THE ACQUIRED COMPANIES; AND (B) NO ACQUIRED COMPANY HAS MADE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACQUIRED COMPANIES OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 6 AND ARTICLE 7 OR IN THE TRANSACTION DOCUMENTS.

(b) Except for the representations and warranties set forth in Article 5, Section 14.15 or in the Transaction Documents, neither Purchaser nor Parent is making and has not made, and no other Person has made, any representations or warranties, written or oral, statutory, express or implied, concerning the Parent Common Stock, Parent, Purchaser or the financial condition, results of operations, business prospects, business, assets or Liabilities of Parent or Purchaser. THE SHAREHOLDERS AND THE COMPANY ACKNOWLEDGE THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND THE TRANSACTION DOCUMENTS, NEITHER PURCHASER NOR PARENT HAS MADE, AND PURCHASER EXPRESSLY DISCLAIMS, ANY SUCH ADDITIONAL REPRESENTATION OR WARRANTY (WHETHER EXPRESS, IMPLIED, AT COMMON LAW, BY STATUTE OR OTHERWISE) RELATING TO PARENT OR PURCHASER. THE COMPANY AND THE SHAREHOLDERS, FOR THEMSELVES AND THEIR AFFILIATES AND ITS AND THEIR RESPECTIVE AGENTS (COLLECTIVELY, THE “SHAREHOLDER PARTIES”), EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS, CLAIMS AND CAUSES OF ACTION AGAINST PURCHASER, PARENT AND THEIR REPRESENTATIVES IN CONNECTION WITH, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY INFORMATION, DATA OR OTHER MATERIALS (WRITTEN OR ORAL) FURNISHED TO THE SHAREHOLDER PARTIES AND THEIR AGENTS BY OR ON BEHALF OF PURCHASER OR PARENT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5, SECTION 14.15 OR IN THE TRANSACTION DOCUMENTS. WITHOUT LIMITING THE FOREGOING, NEITHER PURCHASER NOR PARENT HAS MADE AND NEITHER PARTY IS MAKING ANY REPRESENTATION OR WARRANTY TO THE COMPANY OR THE SHAREHOLDERS WITH RESPECT TO ANY INFORMATION DELIVERED TO THE COMPANY, THE SHAREHOLDERS OR THEIR REPRESENTATIVES, EXCEPT AS SET FORTH IN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5, SECTION 14.15 OR IN THE TRANSACTION DOCUMENTS. THE COMPANY AND THE SHAREHOLDERS ACKNOWLEDGE THAT: (A) THEY HAVE NOT RELIED ON PURCHASER, PARENT OR ANY OTHER SOURCE OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5, SECTION 14.15 OR IN THE TRANSACTION DOCUMENTS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT; AND (B) NEITHER PURCHASER NOR PARENT HAS MADE ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT TO PURCHASER OR PARENT OTHER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ARTICLE 5, SECTION 14.15 OR IN THE TRANSACTION DOCUMENTS.

10.10 Exclusive Dealings. From the Execution Date through Closing or the earlier termination of this Agreement, each of the Shareholders and the Company will not (and will cause its Representatives and its Affiliates (including the other Acquired Companies) not to):

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(a) Solicit, initiate, entertain, consider or knowingly encourage the submission of any proposal or offer from any third party relating to, or enter into any Contract with respect to or consummate, the acquisition (including through any merger, consolidation, equity transfer, acquisition of securities or assets or otherwise) of all or substantially all, or any significant part of the assets and properties of any Acquired Company or any equity of any Acquired Company, whether in a single transaction or a series of related transactions; or

(b) Participate in any discussions or negotiations (and shall immediately cease any discussions or negotiations that are ongoing) regarding, furnish any information with respect to, or knowingly assist or participate in, any effort by any third party to do or seek to do anything prohibited by Section 10.10(a); provided that this Section 10.10 will not prohibit any Acquired Company from selling or otherwise transferring (1) the Excluded Assets, or (2) any other assets in the Ordinary Course of Business.

10.11 R&W Insurance Policy. At or prior to the Closing, Purchaser will (a) obtain and bind the R&W Insurance Policy and (b) pay, or cause to be paid, all costs and expenses related to the R&W Insurance Policy, including the total premium, underwriting costs, brokerage commissions, and other fees and expenses of the policy. Purchaser will not cancel, modify, or waive the R&W Insurance Policy without the Shareholder Representative’s advance written consent, such consent not to be unreasonably withheld.

10.12 No Control of Other Party’s Business. Nothing contained in this Agreement is intended to give Purchaser, directly or indirectly, the right to control or direct any Acquired Company’s operations before the Effective Closing Time. Before the Effective Closing Time, the Company will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and each other Acquired Company’s respective operations.

10.13 Limitation of Damages.

(a) Notwithstanding anything to the contrary in this Agreement, no Party and no Debt Financing Sources and no Investors will, and Parent will not, in any event, be liable to any other Party or other Person for any consequential, incidental, indirect, special, punitive or exemplary damages of such other Party or other Person relating to the breach or alleged breach of this Agreement or any Transaction Document (and, with respect to the Debt Financing Sources and Investors, whether, directly or indirectly, as a result of any failure to fund all or any portion of the Debt Financing or Convertible Notes Financing, as applicable, or otherwise arising out of, relating to, resulting from or otherwise in connection with the Debt Financing or Convertible Notes Financing, as applicable, or arising out of, relating to, resulting from or otherwise in connection with any Action, Damages or otherwise, provided, for the avoidance of doubt, that the foregoing does not limit or otherwise modify the Indemnifying Parties’ indemnification obligations as provided elsewhere herein), including loss of future revenue, income or profits, diminution of value or loss of business reputation or opportunity, except to the extent such damages are paid or payable to a third party.

(b) Each Shareholder hereby acknowledges and agrees that the portion of the Consideration that the Shareholder is entitled to receive pursuant to Article 3 is the entire and total consideration to which the Shareholder is entitled to receive in respect of its Shares.

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Subject to the payment of the Consideration by the Purchaser in accordance with Article 3 (as directed by the Shareholder Representative), each Shareholder hereby expressly forever waives and releases the Purchaser, Parent and any of their Affiliates from any claims relating to or arising from the amount and type of consideration received, including any claims relating to or arising out of any differences in the value and type of consideration received by the Management Shareholders and the Family Shareholders.

10.14 Termination of Related Party Transactions. Each of the Shareholders and the Company shall, effective as of or prior to the Closing, cause (i) all Contracts (including, for the avoidance of doubt, the Terminated Contracts) between or among any Acquired Company, on the one hand, and any Affiliate or Shareholder, on the other hand (other than any such Contract with any Acquired Company) and (ii) all Liabilities of any Acquired Company to any Affiliate or Shareholder (other than any such Liability to any Acquired Company) to be terminated, in each case without any Liability of any Acquired Company after the Closing.

10.15 Non-Disparagement. Each Shareholder hereby agrees that beginning on the Closing Date and ending on the third anniversary of the Closing Date (the “Restriction Period”), he, she or it shall not, and shall cause his her or its controlled Affiliates not to, make any public statements, written or oral, which slander, disparage, or defame the goodwill or reputation of Purchaser or any of its Affiliates (including the Acquired Companies) or any of their respective businesses, products, services, trademarks, directors, officers, executives or employees; provided, however, no Party’s prosecution or defense of any Action related to this Agreement or the Transactions will violate this Section 10.15; provided, further, that nothing in this Agreement prevents a Party from providing truthful information in response to a lawfully issued subpoena or court order or to communicate with any Government Authority or otherwise participate in any investigation or proceeding that may be conducted by any Government Authority.

10.16 Non-Competition; Non-Solicitation.

(a) Each Shareholder agrees that during the Restriction Period, he, she, or it shall not, and shall each cause its controlled Affiliates not to, directly or indirectly, whether as employer, employee, proprietor, owner, shareholder, partner, consultant, agent, lender, guarantor, member, trustee or otherwise, conduct a Competing Business or own, manage, have control of or participate or invest in, by itself or in combination with other Persons, any Person engaged in a Competing Business.

(b) Notwithstanding Section 10.16(a), each Shareholder and its controlled Affiliates may acquire and hold, as a passive investment, securities of any Person that (i) is listed on a stock exchange to the extent that such investment does not directly or indirectly confer upon such Shareholder or any of its controlled Affiliates, alone or collectively, more than 10% of the voting power with respect to, or interests in the profits of, such Person or (ii) derives less than 25% of its total annual revenues (measured in its most recent fiscal year for which information is available ending prior to the date of such acquisition) from Competing Business.

(c) Each Shareholder agrees that during the Restriction Period, he, she, or it shall not, and shall cause its controlled Affiliates not to, directly or indirectly, solicit or attempt

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to solicit any business within the scope of the Competing Business of any client or potential client of Purchaser or any of its Affiliates (including, after the Closing, the Acquired Companies), or interfere or attempt to interfere with the business relationships of Purchaser or any of its Affiliates (including, after the Closing, the Acquired Companies) with such clients or potential clients.

(d) Each Shareholder agrees that during the Restriction Period, he, she, or it shall not, and shall cause its controlled Affiliates not to, directly or indirectly, solicit any Person in any capacity who at any time during the preceding 12-month period was an employee of, or consultant to, any Acquired Company.

(e) Each Party acknowledges that the time, scope, geographic area and other provisions of this Section 10.16 have been specifically negotiated by sophisticated commercial parties and agree that all such provisions are reasonable under the circumstances of the purchase and sale of the Shares and of the Transactions. Each Shareholder acknowledges and agrees that the terms of this Section 10.16 (i) are reasonable in light of all of the circumstances, (ii) are sufficiently limited to protect the legitimate interests of Purchaser and its Affiliates, (iii) impose no undue hardship on any Shareholder and (iv) are not injurious to the public. Each Shareholder acknowledges and agrees that the restrictive covenants and other agreements contained in this Section 10.16 are an essential part of this Agreement and the Transactions, constitute a material inducement to Purchaser’s entering into and performing its obligations under this Agreement and the Transaction Documents, are an essential part of Purchaser’s willingness to pay the Consideration. Without limiting Section 14.7, it is the intention of the Parties that if any of the restrictions or covenants contained in this Section 10.16 is held to cover a geographic area or to be for a length of time that is not permitted by Law, or is in any way construed to be too broad or to any extent invalid, such provision shall not be construed to be null, void and of no effect, but to the extent such provision would then be valid or enforceable under Law, such provision shall be construed and interpreted or reformed to provide for a restriction or covenant having the maximum enforceable geographic area, time period and other provisions as shall be valid and enforceable under Law.

ARTICLE 11

REMEDIES FOR BREACH OF THIS AGREEMENT

11.1 Survival.

(a) None of the representations or warranties made by the Company or any Shareholder in this Agreement or any Transaction Document will survive Closing, except that the Fundamental Representations and the representations and warranties contained in Section 6.23 shall survive the Closing and shall continue in full force and effect until 60 days following the expiration of the applicable statute of limitation. Notwithstanding the foregoing in this Section 11.1(a), if at any time prior to the expiration date referred to in the preceding sentence, Purchaser delivers a written notice to the Shareholder Representative in accordance with Section 11.3(a), as applicable, alleging the existence of an inaccuracy or breach of a Fundamental Representation or a representation or warranty contained in Section 6.23 and asserting a potential claim for recovery based on such alleged inaccuracy or breach, then such representation or warranty shall survive as to such claim until such time as such claim is fully

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and finally resolved. None of the representations or warranties made by the Purchaser in this Agreement or any Transaction Document will survive Closing, except that the representations or warranties made by Purchaser in Sections 5.1 through 5.7 and Sections 5.9 and 5.13 of this Agreement and in the other Purchaser Transaction Documents will survive Closing for a period of 12 months.

(b) None of the covenants or other agreements in this Agreement will survive the Closing other than those that, by their terms, contemplate performance, in whole or in part, after the Closing (the “Surviving Covenants”). Each Surviving Covenant will survive Closing pursuant to its terms.

11.2 Indemnification. Subject to the limitations contained in this Article 11, from and after the Closing, each of the Shareholders (each Shareholder, an “Indemnifying Party” and, collectively, the “Indemnifying Parties”) agrees to (on a several, but not joint basis) indemnify and hold harmless Purchaser and its Affiliates, (including the Acquired Companies), their respective directors, officers and employees, and their respective successors and assigns (the “Purchaser Indemnified Parties”) from and against any and all Damages incurred by the Purchaser Indemnified Parties arising out of or resulting from (or constituting) any (i) breach or inaccuracy of any Fundamental Representations, (ii) breach by the Company (prior to Closing) or breach by the Shareholder Representative or any of the Shareholders (at any time), of the Surviving Covenants, (iii) Excluded Taxes and (iv) subject to the limitations of Section 8.9(b)(iii) and except to the extent included in Company Transaction Expenses, Excluded Environmental Liabilities. For the avoidance of doubt, the Parties expressly acknowledge that the Damages as to which the Purchaser Indemnified Parties may seek indemnification pursuant to this Article 11 may consist of Damages arising from inter-Party (i.e., between the Parties) claims and/or Damages arising from Third-Party Claims (as defined below) asserted against the Purchaser Indemnified Parties. For purposes of this Article 11, the existence of any breach or inaccuracy of the representations and warranties contained in this Agreement and the amount of any Damages arising from such breach or inaccuracy shall be determined without reference to the terms “material” “Material Adverse Effect” “material adverse effect” or other similar qualification as to materiality contained or incorporated into such representation or warranty.

11.3 Indemnification Procedures.

(a) In the event of any claim or demand subject to indemnification under this Article 11 made by any third party against any Purchaser Indemnified Party (a “Third Party Claim”), Purchaser shall deliver notice thereof to the Shareholder Representative (on behalf of the Indemnifying Parties), as soon as reasonably practicable after such Purchaser Indemnified Party receives notice of such Third Party Claim; provided, that no delay or failure on the part of Purchaser in notifying the Shareholder Representative shall relieve the Indemnifying Parties from their obligations hereunder unless the Indemnifying Parties are actually prejudiced thereby (and then solely to the extent of such prejudice). To the extent then reasonably known and available to Purchaser, such notice must describe the Third Party Claim in reasonable detail and indicate the amount (estimated, if necessary and to the extent feasible) of the related Damages that have been or may be suffered by the Purchaser Indemnified Parties.

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(b) The Shareholder Representative on behalf of the Indemnifying Parties shall have the right, upon written notice to the Purchaser within thirty (30) days of receipt of notice from the Purchaser of the commencement of such Third Party Claim (which notice shall include an acknowledgement by the Shareholder Representative that such Third Party Claim is indemnifiable hereunder), to assume the defense thereof at the sole expense of the Shareholder Representative and the Indemnifying Parties with counsel selected by the Shareholder Representative and reasonably acceptable to Purchaser; provided that in no event shall any Purchaser Indemnified Party enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim without the prior written consent of the Shareholder Representative (not to be unreasonably withheld, conditioned or delayed), unless the Purchaser Indemnified Parties unconditionally release the Indemnifying Parties from all liability in respect of such Third Party Claim. Notwithstanding the foregoing of this Section 11.3(b), the Shareholder Representative shall not have the right to assume control of such defense if the Third Party Claim of which the Shareholder Representative seeks to assume control (i) seeks non-monetary relief in any material respect, (ii) involves criminal or quasi-criminal allegations, (iii) involves a claim which, if adversely, determined, would be reasonably expected, in the good faith judgment of the Purchaser, to establish a precedent, custom or practice adverse in any material respect to the continuing business interests or prospects of the Purchaser Indemnified Parties, (iv) seeks Damages that Purchaser reasonably believes will be greater than the remaining amount of the Shareholders’ maximum liability under Section 11.4(a), (v) involves a claim that the Shareholder Representative failed or is failing to actively and diligently defend or (vi) involves an actual or potential conflict of interest, in the reasonable judgment of outside legal counsel of Purchaser, that would make it inappropriate for the same counsel to represent the Shareholders and the Purchaser Indemnified Parties (each of the foregoing, an “Exception Claim”). If the Shareholder Representative assumes the defense of any Third Party Claim, the Purchaser Indemnified Parties shall reasonably cooperate with the Shareholder Representative in such defense. If the Shareholder Representative assumes the defense of any Third Party Claim, the Shareholder Representative shall not, without the prior written consent of Purchaser, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (A) involves a finding or admission of wrongdoing by any Purchaser Indemnified Party, (B) does not include an unconditional written release by the claimant or plaintiff of the Purchaser Indemnified Parties from any and all liability in respect of such Third Party Claim or (C) imposes equitable remedies or any obligation on any Purchaser Indemnified Party other than solely the payment of money damages for which the Purchaser Indemnified Parties will be fully indemnified and held harmless hereunder. In the event that the Shareholder Representative fails to elect to assume control of the defense of any Third Party Claim in the manner set forth in this Section 11.3(b) or such Third Party Claim is or at any time becomes, an Exception Claim, the Purchaser Indemnified Parties may, at the Shareholder Representative’s cost and expense (subject to the limitations set forth in this Article 11), defend against the Third Party Claim in any manner it may deem reasonably appropriate; provided, that, the Shareholder Representative shall nonetheless have the right to participate in the defense of such Third Party Claim giving rise to the Purchaser Indemnified Party’s claim for indemnification at the Shareholder Representative’s sole cost and expense; and provided, further that the Purchaser Indemnified Party may not consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Shareholder Representative (such consent not to

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be unreasonably withheld, conditioned or delayed). If the Shareholder Representative is controlling the defense of any Third Party Claim in accordance with this Section 11.3(b), the Purchaser Indemnified Parties shall nonetheless have the right to participate in the defense of such Third Party Claim giving rise to the Purchaser Indemnified Party’s claim for indemnification with counsel of its choosing at the Purchaser Indemnified Parties’ sole cost and expense.

(c) The above provisions of this Section 11.3 shall not apply to any Third Party Claim or Audit in respect of Taxes.

11.4 Limitations on Indemnification. Notwithstanding anything to the contrary contained in this Article 11:

(a) Except in the case of Fraud or intentional breach of this Agreement, in no event will any Indemnifying Party be liable for any Damages incurred by the Purchaser Indemnified Parties arising out of breaches or inaccuracies of the representations and warranties, including the Fundamental Representations, in an aggregate amount in excess of the portion of the Consideration actually received by the applicable breaching Indemnifying Party. In no event will any Shareholder be liable for any Damages incurred by the Purchaser Indemnified Parties arising out of breaches or inaccuracies of a representation or warranty of any other Shareholder set forth in Article 7 of this Agreement.

(b) Except in the case of Fraud or intentional breach of this Agreement, in no event will any Indemnifying Party be liable to indemnify any Purchaser Indemnified Party for any single claim for Excluded Taxes that arises out of or relates to a breach of or inaccuracy in Section 6.23 involving Damages of $10,000 or less (provided that for purposes of this Section 11.4(b), any series of related claims, or set of claims arising out of materially the same facts and circumstances, shall be treated as a single claim subject to a single $10,000 threshold).

(c) Each Party acknowledges and agrees that, for purposes of this Agreement, Damages shall be calculated based on the amount of Damages that remain after deducting therefrom any insurance proceeds (including proceeds received under the R&W Insurance Policy) to the extent actually received by a Purchaser Indemnified Party with respect thereto (net of any reasonable and documented out-of-pocket costs and expenses incurred in obtaining such insurance proceeds and any direct Taxes imposed or payable in respect thereof). The Purchaser Indemnified Parties shall use commercially reasonable efforts to recover on account of Damages under applicable insurance policies (including the R&W Insurance Policy); provided, however, that a Purchaser Indemnified Party will not be required to file any suit or initiate any legal proceeding to recover under any applicable insurance policy. If the Purchaser Indemnified Party is unable to recover Damages from an insurance company (including under the R&W Insurance Policy) after using its commercially reasonable efforts to recover those Damages and notifies the Indemnifying Party in writing that it chooses not to file suit or initiate a legal proceeding against such insurance company to recover such Damages, then at the option of the Indemnifying Party and upon written notice to the Purchaser Indemnified Party, the Indemnifying Party may at its own cost and expense file suit or initiate a legal proceeding against such insurance company to recover those Damages with the reasonable assistance from the applicable Purchaser Indemnified Party, and, if necessary, in the name of the applicable Purchaser Indemnified Party. If the

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Indemnifying Party files suit or initiates a legal proceeding against such insurance company pursuant to the immediately preceding sentence, the Indemnifying Party will be entitled to (i) direct the management and administration of the claim in its sole discretion and (ii) if the Indemnifying Party has paid the full amount of the Purchaser Indemnified Parties’ Damages, any recovery from the insurance company in respect of a settlement of such claim or judgment or award in such claim proceeding.

11.5 Specific Performance. The Parties agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy (other than to the extent set forth in Section 12.3), would occur in the event that the Parties do not perform any provision of this Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the Parties acknowledge and agree that the Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled in Law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at Law or that any award of specific performance is not an appropriate remedy for any reason at Law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with such order or injunction. Except as otherwise provided herein, including to the extent set forth in Section 12.3 with respect to the Termination Fee or in Section 11.6, any and all remedies herein expressly conferred upon a Party shall be deemed cumulative with and not exclusive of any other remedy conferred by this Agreement, or by law or equity upon such Party, and the exercise by a Party of one remedy shall not preclude the exercise of any other remedy.

11.6 Exclusive Remedy; Limitation of Liability.

(a) Exclusivity of Remedy. From and after the Closing, except for any remedy based upon Fraud or intentional breach of this Agreement, the rights and obligations of the Purchaser Indemnified Parties set forth in this Article 11 shall be the sole and exclusive remedy of the Purchaser Indemnified Parties with respect to a breach of or inaccuracy in any of the Fundamental Representations, the Surviving Covenants of the Shareholders, or for Damages in respect of Excluded Taxes.

(b) Purchaser has purchased the R&W Insurance Policy to insure against the risk that any representations or warranties made by the Company or the Shareholders in this Agreement may be inaccurate or incomplete. Accordingly, Purchaser, for itself and the other Purchaser Parties, expressly acknowledges, agrees and understands that, except as otherwise provided in this Article 11 with respect to Fundamental Representations made by the Company or Fundamental Representations made by the Shareholders, the representations and warranties made by the Company and contained in Section 6.23 and Excluded Taxes, (i) their sole and exclusive remedy and source of recovery for any breach of or inaccuracy in any representation or warranty made by the Company or any Shareholder in this Agreement will be against the R&W Insurance Policy, regardless of whether any proceeds under the R&W Insurance Policy are actually available to Purchaser for such breach or inaccuracy, (ii) they cannot assert against the Shareholders any claim for breach of any representation or warranty in this Agreement or the

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Transaction Documents, and (iii) they will have no recourse against any Shareholder for Damages or otherwise, and no Shareholder will be liable or otherwise have any obligation to Purchaser, as a result of any breach of or inaccuracy in any representation or warranty made by the Company or any Shareholder in this Agreement or the Transaction Documents.

(c) In furtherance of the foregoing, from and after the Closing, Purchaser hereby waives, for itself and the other Purchaser Parties, to the fullest extent permitted under law, all Actions or Damages for breach by the Company or any Shareholder of this Agreement or, solely with respect to the Shareholders and not in respect of any third parties, otherwise arising out of the Transactions, except as otherwise provided in this Article 11 with respect to Fundamental Representations made by the Company or Fundamental Representations made by the Shareholders, the representations and warranties made by the Company and contained in Section 6.23, Excluded Taxes, and the Surviving Covenants, whether arising at common law, in equity or otherwise, whether in contract, statute, tort or otherwise, that any Purchaser Party had, has or may have against any Shareholder, his, her, or its Affiliates, and each of their respective Agents; provided, however, that the foregoing shall in no way limit Purchaser’s rights with respect to or under the R&W Insurance Policy.

(d) Purchaser, for itself and the other Purchaser Parties, knowingly, willingly, irrevocably and expressly acknowledges and agrees that no Purchaser Party may avoid the acknowledgments, agreements, understanding, waivers and other limitations on liability in this Article 11 by (i) seeking damages for breach of contract, tort or pursuant to any other theory of liability, all of which are hereby waived, or (ii) asserting or threatening any claim against any Person that is not a Party (or a successor to a Party) for breaches of the representations, warranties, covenants or agreements contained in this Agreement.

(e) Nothing in this Article 11 will limit (i) Purchaser’s right to seek and obtain (A) any equitable relief to which Purchaser is entitled if any Shareholder breaches or threatens to breach a covenant under this Agreement or the Transaction Documents, or (B) any remedy on account of Fraud, (ii) Purchaser’s rights under the R&W Insurance Policy, or (iii) in any way any Shareholder’s rights or remedies with respect to any breach or non-fulfillment of any covenant, agreement, or obligations, in each case, of Purchaser in this Agreement or any Transaction Document.

11.7 Tax Treatment of Indemnification Payments. To the extent permitted by applicable Law, the Parties agree to treat, for U.S. federal income and other applicable Tax purposes, any payment pursuant to this Article 11 as an adjustment to the Consideration.

ARTICLE 12

TERMINATION

12.1 Termination. This Agreement may be terminated at any time before Closing only by:

(a) The Parties upon their mutual written consent.

(b) Purchaser by giving written notice to the Company at any time (i) (A) in the event the Company or a Shareholder has breached or failed to perform any covenant

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contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Section 9.1(b) or there exists a breach of any representation or warranty of the Company or the Shareholders, which breach would result in the failure of a condition set forth in Section 9.1(a) and (B) such breach or failure to perform cannot be cured or, if capable of being cured, is not cured within 30 days after Purchaser has notified the Company of the breach or failure to perform (or, if sooner, by the Termination Date) or (ii) if Closing has not occurred on or prior to the Termination Date (unless the failure of the Closing to occur results primarily from or is primarily caused by Purchaser breaching any obligation, representation, warranty or covenant contained in this Agreement).

(c) The Company by giving written notice to Purchaser at any time (i) (A) in the event Purchaser has breached or failed to perform any covenant contained in this Agreement, which breach or failure to perform would result in a failure of a condition set forth in Section 9.2(b) or there exists a breach of any representation or warranty of Purchaser, which breach would result in the failure of a condition set forth in Section 9.2(a) and (B) such breach or failure to perform cannot be cured, or, if capable of being cured, is not cured within 30 days after the Company has notified Purchaser of the breach or failure to perform (or, if sooner, by the Termination Date), or (ii) if Closing has not occurred on or prior to the Termination Date (unless the failure of the Closing to occur results primarily from or is primarily caused by the Company or any Shareholder breaching any obligation, representation, warranty or covenant contained in this Agreement).

(d) The Company or Purchaser by giving written notice to the other Party if an Order shall have been entered permanently restraining, enjoining or otherwise permanently prohibiting the consummation of the Transactions and such Order shall have become final and non-appealable; provided, that the party seeking to terminate this Agreement pursuant to this Section 12.1(d) shall have complied with its obligations under Sections 8.4 and 8.6.

12.2 Effect of Termination. Termination of this Agreement pursuant to Section 12.1 will terminate all obligations of the Parties under this Agreement, without liability of any Party to any other Party, except for the obligations under the Confidentiality Agreement (which will survive in accordance with its terms), Section 10.2, this Section 12.2, and Section 12.3, except that nothing herein will relieve any Party from any liability for Fraud.

12.3 Termination Fee.

(a) If:

(i) (A) all conditions set forth in Section 9.1 have been satisfied or waived (other than (1) conditions that by their terms are to be satisfied, and are capable of being satisfied, at Closing if the Closing were to occur at the time of the relevant termination or (2) any condition that was not satisfied as a result of the breach of, or default under, this Agreement by Purchaser) and (B) the Shareholder Representative and the Company have irrevocably confirmed in writing that the Shareholders and the Company are ready, willing, and able to consummate the Closing; and

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(ii) (A) the Company has terminated this Agreement pursuant to Section 12.1(c) or (B) Purchaser has terminated this Agreement pursuant to Section 12.1(b) at a time when the Company had the right to terminate this Agreement pursuant to Section 12.1(c);

then, Purchaser will promptly, but in any event within two Business Days of the date of termination, pay $20,000,000 (the “Termination Fee”) to the Company as directed in writing by the Company. For the avoidance of doubt, in no event shall Purchaser be required to pay the Termination Fee on more than one occasion and in no event shall Purchaser be required to pay the Termination Fee in the event the Closing is consummated.

(b) The Parties acknowledge that the agreements contained in this Section 12.3 are an integral part of this Agreement and the Transactions, and that, without these agreements, the Company and Purchaser would not have entered into this Agreement. Accordingly, if Purchaser fails to pay the Termination Fee in accordance with Section 12.3(a), then if to obtain payment from Purchaser, the Company commences an Action that results in a final judgment against Purchaser for the amount set forth in Section 12.3 or any portion thereof, Purchaser will pay to the Company its costs and expenses (including attorneys’ fees) in connection with that Action.

(c) Notwithstanding anything to the contrary in this Agreement, the Parties expressly acknowledge and agree that, in light of the difficulty of accurately determining actual Damages with respect to the foregoing in any of the circumstances in which the Termination Fee is payable under this Agreement, (i) the amount of the Termination Fee pursuant to this Section 12.3 constitutes a reasonable estimate of the monetary Damages that will be suffered by the Company by reason of breach or termination of this Agreement in those circumstances, and (ii) the receipt of the Termination Fee shall be deemed to be liquidated damages for any and all Damages suffered or incurred by the Shareholders and the Company or any of their respective Affiliates and any such payment of the Termination Fee by or on behalf of Purchaser pursuant to this Section 12.3, will be in full and complete satisfaction of any and all monetary Damages of the Company and the Seller Related Parties arising out of or related to this Agreement and the Transactions (including any breach by Purchaser), the termination of this Agreement, the failure to consummate the Transactions, and any claims or actions under applicable Law arising out of any breach, termination or failure and (iii) none of the Shareholders or the Company or any of their Affiliates or any other Person shall be entitled to recover, individually or in the aggregate, any amount in excess of the Termination Fee or bring or maintain any Action against any Purchaser Related Party arising out of or in connection with this Agreement, any of the Transactions (or the abandonment or termination thereof) or any matters forming the basis for such termination (whether at law, in equity, contract, tort or otherwise).

(d) Notwithstanding anything to the contrary in this Agreement, the Company’s right to terminate this Agreement and receive payment of the Termination Fee from Purchaser shall, in the circumstances in which the Termination Fee is payable, be the sole and exclusive remedy of the Seller Related Parties against Purchaser and the Purchaser Related Parties for any Damages suffered as a result of the failure of the Transactions to be consummated or for a breach or failure on the part of Purchaser to perform hereunder or otherwise in circumstances where the payment of the Termination Fee is applicable, and upon payment of the Termination Fee Purchaser and the Purchaser Related Parties shall have no further liability or obligation to the Seller Related Parties relating to or arising out of this Agreement or the Transactions.

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(e) Notwithstanding anything to the contrary contained herein, each of the Company, the Shareholders, their respective Affiliates and any other Seller Related Party (other than Purchaser) hereby (i) waives any rights or claims against any Debt Financing Source and any Investor in connection with this Agreement, the Debt Financing or the Convertible Notes Financing, as applicable, any other document related thereto or the transactions contemplated hereby or thereby or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith (whether in contract or in tort, in law or in equity or otherwise) and (ii) agrees not to commence any action (on behalf of itself and its Affiliates, directors, officers, employees, agents and representatives) or proceeding against any Debt Financing Source or Investor in connection with this Agreement, the Debt Financing or Convertible Notes Financing, as applicable, any other document related thereto or the transactions contemplated hereby or thereby or in respect of any oral or written representations made or alleged to be made in connection herewith or therewith (whether in contract or in tort, in law or in equity or otherwise), and to cause any such action or proceeding to be dismissed or otherwise terminated. In furtherance and not in limitation of the foregoing waiver, it is acknowledged and agreed that no Debt Financing Source or Investor shall have any liability for any claims or damages to the Company, the Shareholders, their respective Affiliates and any other Seller Related Party in connection with this Agreement, the Debt Financing or Convertible Notes Financing, as applicable, any other document related thereto or any of the transactions contemplated hereby or thereby. The provisions of this Section 12.3(e) shall inure to the benefit of, and be enforceable by, each Debt Financing Source, its Affiliates, each Investor, its Affiliates and their respective successors and permitted assigns, each of which is hereby intended to be an express third party beneficiary of this Section 12.3(e).

ARTICLE 13

MATTERS RELATING TO THE SHAREHOLDER REPRESENTATIVE

13.1 Appointment of the Shareholder Representative. Each Shareholder irrevocably appoints the Shareholder Representative as the Shareholder’s true and lawful attorney in fact and agent, with full power of substitution or re-substitution, to act on behalf of the Shareholder with respect to the transfer of the Shares owned by the Shareholder to Purchaser in accordance with the terms and provisions of this Agreement, and to act on behalf of the Shareholder in any litigation or arbitration involving this Agreement, to do or refrain from doing all further acts and things, and to execute all such documents as the Shareholder Representative will deem necessary or appropriate in connection with the Transactions, including the power to:

(a) execute and deliver all amendments, waivers, ancillary agreements, stock powers, certificates, statements, notices and other documents that the Shareholder Representative deems necessary or appropriate in connection with the consummation of the Transactions, including any amendments to this Agreement;

(b) interpret the terms and provisions of this Agreement and the Transaction Documents to be executed and delivered by Shareholder in connection with this Agreement;

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(c) receive funds, make payments of funds, and give receipts for funds;

(d) receive funds for the payment of expenses of the Shareholder and apply those funds in payment for those expenses;

(e) make any determinations and settle any matters in connection with the adjustments to the Cash Purchase Price in Article 3, any other matters relating to any amounts to be received by such Shareholder under this Agreement, and any other dispute under this Agreement;

(f) give and receive notices and communications;

(g) do or refrain from doing any further act or deed on behalf of the Shareholder that the Shareholder Representative deems necessary or appropriate in her sole discretion relating to the subject matter of this Agreement as fully and completely as the Shareholder could do if personally present; and

(h) receive service of process in connection with any claims under this Agreement.

The appointment of the Shareholder Representative is coupled with an interest and is irrevocable and shall survive the Closing, and Purchaser, the Company and any other Person may conclusively and absolutely rely, without inquiry, upon any action taken or omitted to be taken by the Shareholder Representative in all matters referred to herein, all of which shall be binding on the Shareholders. All notices required to be made or delivered by Purchaser to the Shareholders described above in this Section 13.1 will be made to the Shareholder Representative for the benefit of the Shareholders and will discharge in full all notice requirements of Purchaser to the Shareholders with respect thereto. The Shareholder Representative will promptly provide all Shareholders with copies of all such notices. The Shareholders confirm all that the Shareholder Representative will do or cause to be done by virtue of her appointment as the representative of the Shareholders under this Agreement. The Shareholder Representative will act for the Shareholders on all of the matters set forth in this Agreement in the manner the Shareholder Representative believes to be in the best interest of the Shareholders and consistent with the obligations of the Shareholders under this Agreement, but the Shareholder Representative will not be responsible to any Shareholder for any loss or Damages that any Shareholder may suffer by the performance of the Shareholder Representative’s duties under this Agreement, other than loss or Damages arising from intentional violations of Law or gross negligence in the performance of such duties under this Agreement. The Shareholder Representative will not have any duties or responsibilities except those expressly set forth in this Agreement, and no implied covenants, functions, responsibilities, duties, obligations or liabilities will be read into this Agreement or will otherwise exist against the Shareholder Representative.

13.2 Reliance by the Shareholder Representative. The Shareholder Representative will be entitled to rely, and will be fully protected in relying, upon any statements furnished to her by any Shareholder, Purchaser or the Company, or any other evidence reasonably deemed by the Shareholder Representative to be reliable, and the Shareholder Representative will be entitled

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to act on the advice of counsel selected by the Shareholder Representative. The Shareholder Representative will be fully justified in failing or refusing to take any action under this Agreement unless she has received such advice or concurrence of any Shareholder as she deems appropriate or she has been expressly indemnified to her satisfaction by the Shareholders (severally as to each Shareholder only and not jointly as to or with any other Shareholder) according to their respective Pro Rata Shares against any and all Liability and expense that the Shareholder Representative may incur by reason of taking or continuing to take any such action.

13.3 Expenses of the Shareholder Representative. The Shareholder Representative is entitled to retain counsel and to incur expenses (including court costs and reasonable attorneys’ fees and expenses) as the Shareholder Representative deems to be necessary or appropriate in connection with performing her obligations under this Agreement, and all fees and expenses so incurred by the Shareholder Representative will be borne by the Shareholders (severally as to each Shareholder only and not jointly as to or with any other Shareholder) according to their respective Pro Rata Shares.

13.4 Substitute Shareholder Representative. If the individual appointed pursuant to Section 13.1 dies, becomes disabled, resigns or otherwise becomes unable to fulfill her responsibilities as agent of the Shareholders, then the Shareholders whose aggregate Pro Rata Shares exceeds 50.0% will, as soon as practicable (and in any event within 5 Business Days) and with Purchaser’s written approval (which approval will not be unreasonably withheld, conditioned or delayed), appoint a successor Shareholder Representative for the Shareholders. The Shareholder Representative may resign at any time by written notice to Purchaser and the Shareholders. All power, authority, rights and privileges conferred in this Agreement to the initial Shareholder Representative will apply to any successor Shareholder Representative.

13.5 Reliance by Purchaser. Purchaser may rely on the appointment and authority of the Shareholder Representative granted pursuant to this Article 13 until receipt of written notice of the appointment of a successor Shareholder Representative made in accordance with Section 13.4. In so doing, Purchaser will be entitled to deal exclusively with and may rely conclusively (without further evidence whatsoever) on any and all actions taken by, writings delivered by, and decisions of the Shareholder Representative on any matter relating to this Agreement or the other Transaction Documents.

ARTICLE 14

MISCELLANEOUS

14.1 Notices. All notices, demands and other communications given under or pursuant to this Agreement must be in writing (which may include e-mail) and will be deemed to have been duly given if delivered personally or by overnight courier, if mailed by certified mail, return receipt requested, postage prepaid, or if sent by e-mail, in each case addressed to the applicable Party as follows:

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If to the Company before Closing, to each of:

Columbia Helicopters, Inc.

14452 Arndt Road NE

Aurora, Oregon 97002

E-mail: steveb@colheli.com

Attention: Steven E. Bandy

Columbia Helicopters, Inc.

14452 Arndt Road NE

Aurora, Oregon 97002

Facsimile: (503) 678-7519

E-mail: dmlodinoff@colheli.com

Attention: David Mlodinoff, General Counsel

With a copy (which shall not constitute notice) to:

Tonkon Torp LLP

1600 Pioneer Tower

888 SW Fifth Avenue

Portland, Oregon 97204

Email: justin.denton@tonkon.com

Attention: Justin B. Denton

If to the Shareholder Representative, to each of:

Nancy C. Lematta

[***]

[***]

[***]

Email: [***]

With copy (which shall not constitute notice) to:

Landerholm, P.S.

805 Broadway Street, Suite 1000

Vancouver, Washington 98666

Email: bill.dudley@landerholm.com

Attn: William C. Dudley

If to Parent or Purchaser, or to the Company after Closing, to:

2103 City West Blvd.,

4th Floor

Houston, Texas 77042

Facsimile: (713) 267-7620

E-mail: don.miller@bristowgroup.com

Attention: L. Don Miller, Senior Vice President and Chief Financial Officer

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With a copy (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Email: DAKatz@wlrk.com

            JELevine@wlrk.com

Facsimile: (212) 403-2000

Attn:    David A. Katz, Esq.

            Jenna E. Levine, Esq.

Any notice, demand or other communication will be effective: (a) if delivered personally, when received; (b) if sent by a nationally recognized overnight courier, when receipted for; (c) if mailed, five Business Days after being mailed; or (d) if sent by e-mail (with electronic delivery receipt requested and obtained), on the date sent if sent on a Business Day before 5:00 p.m., and on the next Business Day if not sent on a Business Day or after 5:00 p.m. on a Business Day.

14.2 Payments. All payments made to any Party, or on behalf of any Party, under this Agreement will be made by wire transfer of immediately available funds to the account designated by that Party in writing.

14.3 Entire Agreement.

(a) This Agreement, the Transaction Documents and the Reciprocal Confidentiality Agreement, dated June 27, 2018, entered into Parent and the Company (the “Confidentiality Agreement”), constitute the entire agreement among the Parties with respect to subject matter set forth herein and therein and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, both written and oral, among the Parties with respect to that subject matter.

(b) If Purchaser is not a signatory to the Confidentiality Agreement, Purchaser agrees to be bound by the provisions of the Confidentiality Agreement as fully as if Purchaser were a signatory thereto. In the event of any inconsistency between the statements in this Agreement and those in the Transaction Documents, the statements in the body of this Agreement will control.

(c) Each appendix, schedule (including the Disclosure Schedule and the Purchaser Disclosure Schedule), exhibit or other document attached to this Agreement is expressly made a part of this Agreement.

14.4 Amendment and Waiver. This Agreement may be amended or supplemented, and a provision of this Agreement may be waived, only if the amendment, supplement or waiver is in writing and signed by all the Parties, in the case of an amendment or supplement, or by the Party against whom the waiver is to be effective, in the case of a waiver. No waiver by any Party will operate or be construed as a waiver in respect of any failure, breach or default not expressly identified in a written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure or delay by any Party in exercising any right, power or

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privilege under this Agreement will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Notwithstanding anything to the contrary herein, the provisions of Sections 12.3, 14.6, 14.10(a), 14.10(c), 14.10(d), 14.10(e), 14.10(f), 14.12, and this Section 14.14 (and any other provision of this Agreement to the extent an amendment, supplement, waiver or other modification of such provision would modify the substance of such Sections) shall not be amended in any manner adverse to the Debt Financing Sources or Investors, as applicable, without the prior written consent of such Debt Financing Sources or Investors, as applicable.

14.5 Benefits; Binding Effect; Assignment. This Agreement will bind and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither this Agreement nor the obligations of any Party under this Agreement will be assignable or transferable by the Party without the prior written consent of the other Parties; provided, that (a) before or contemporaneously with Closing, Purchaser may merge into any wholly owned subsidiary of Parent, with such subsidiary to be the survivor of such merger and to be substituted for all purposes of this Agreement as “Purchaser”, (b) Purchaser and, after Closing, the Company will each have the right to assign any of its rights under this Agreement to any of its Affiliates and to any purchaser of a material portion of its assets, so long as the Party remains liable for its Affiliate’s or purchaser’s obligations under this Agreement and (c) Purchaser and, after Closing, the Company may each assign its rights under this Agreement for collateral security purposes to any lender or lenders (including any agent for any the lender or lenders) providing financing to Purchaser in connection with the Transactions, or to any assignee or assignees of the lender, lenders or agent.

14.6 No Third Party Beneficiary. Except as provided in (a) Section 10.5(c) and (b) Sections 12.3, 14.4, 14.10(a), 14.10(c), 14.10(d), 14.10(e), 14.10(f), 14.12, and this Section 14.6 with respect to the Debt Financing Sources and Investors, nothing in this Agreement, express or implied, is intended or will be interpreted to confer upon any Person other than the Parties (and, where applicable, Parent) any legal or equitable right, remedy, or claim.

14.7 Severability. If any court, arbitrator, or arbitration panel finds any provision of this Agreement to be invalid or otherwise unenforceable, that provision will be void to the extent it is contrary to applicable Law. However, that finding will not affect the validity of any other provision of this Agreement, and the rest of this Agreement will remain in full force and effect unless enforcement of this Agreement without the invalidated provision would be grossly inequitable under all of the circumstances or would frustrate the primary purposes of this Agreement. Alternatively, if a court, arbitrator, or arbitration panel determines that any provision of this Agreement is not enforceable as expressly written, it is the intention of the Parties that those provisions be modified by the court, arbitrator, or arbitration panel only as is necessary for them to be enforceable.

14.8 Expenses. Except as otherwise expressly provided in this Agreement, whether or not the Transactions are consummated, the Parties will bear their own respective expenses (including all compensation and expenses of counsel, financial advisors, consultants, actuaries and independent accountants) incurred in connection with preparing and executing this Agreement and consummating the Transactions, it being agreed that fees and expenses of the

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Shareholders and the Acquired Companies incurred prior to or in connection with the Closing shall be the Shareholders’ responsibility and not that of any Acquired Company, except to the extent they are included as Company Transaction Expenses in reduction of the Cash Purchase Price.

14.9 Purchaser’s Review(i) . Purchaser has reviewed and has had access to all documents, records and information that it desired to review, and has had the opportunity to ask questions, and has received sufficient answers, in connection with its decision to enter into this Agreement and to consummate the Transactions. In connection with executing and delivering this Agreement and consummating the Transactions, Purchaser has not relied on, and Purchaser expressly waives and releases the Company and each Shareholder from any Liability for any claims (excluding Fraud) relating to or arising from, any representation, warranty, statement, advice, document, projection, or other information of any type (including the Information Packet and any forward-looking statements) provided by any Shareholder, the Company or their respective Affiliates or any of their representatives, except for those representations and warranties of the Company and the Shareholder expressly set forth in Article 6 and Article 7 or in any Transaction Document, or any certificate delivered pursuant to this Agreement. In deciding to enter into this Agreement and consummate the Transactions, Purchaser has relied solely on its own knowledge, investigation, judgment and analysis (and that of its Agents) and not on any disclosure or representation made by, or any duty to disclose on the part of, any Shareholder, Acquired Company, or any of their respective Agents, other than the express representations and warranties of the Company and the Shareholder set forth in Article 6 and Article 7 or in any Transaction Document or any certificate delivered pursuant to this Agreement.

14.10 Governing Law; Litigation Expenses; Waiver of Jury Trial.

(a) This Agreement will be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflicting provision or rule (whether of the State of New York or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of New York to be applied. In furtherance of the foregoing, the internal laws of the State of New York will control the interpretation and construction of this Agreement, even if under New York’s choice of law or conflict of law analysis, the substantive laws of another jurisdiction would ordinarily apply.

(b) If suit, action or other proceeding is commenced to enforce, interpret or rescind this Agreement, or any provision hereof, including any proceeding pursuant to Article 11, the prevailing Party will be entitled to recover, in addition to any other relief to which the Party may be entitled, its reasonable attorneys’ fees, expert witness fees, costs of suit and expenses in such proceeding and any appeal therefrom.

(c) ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF, RELATING TO OR BASED ON THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR THE TRANSACTIONS WILL BE HEARD, TRIED, AND/OR ARBITRATED IN NEW YORK, AND EACH PARTY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL AND STATE COURTS LOCATED IN NEW YORK, NEW YORK. EACH PARTY AGREES THAT IT IS SUBJECT TO PERSONAL

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JURISDICTION IN NEW YORK. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO A PARTY’S ADDRESS AS SET FORTH HEREIN WILL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(d) Notwithstanding anything to the contrary herein, each Seller Related Party and each of the other parties hereto, hereby irrevocably (i) consents and agrees that it will not bring or support any Action (whether at law or equity, in contract, in tort or otherwise) against the Debt Financing Sources or Investors in any way relating to this Agreement or any of the Transactions, including any dispute arising out of, relating to or based upon the Financing, the Commitment Letters or the other Financing Agreements or the performance thereof, in any forum other than the Supreme Court of the State of New York, in New York County, or, if under applicable Law exclusive jurisdiction is vested in the federal courts, the federal courts located in the Southern District of New York (and appellate courts thereof), (ii) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (iii) agrees that service of process, summons, notice or document by registered mail addressed to it at its address provided in Section 14.1 shall be effective service of process against it for any such action brought in any such court, (iv) waives and hereby irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (v) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The provisions of this Section 14.10(d) shall be enforceable by each Debt Financing Source and Investor.

(e) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH SELLER RELATED PARTY AND EACH OTHER PARTY HERETO, HEREBY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE OUT OF, RELATE TO OR BE BASED UPON THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR THE TRANSACTIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES. ACCORDINGLY, EACH SELLER RELATED PARTY AND EACH PARTY HERETO, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, RELATING TO OR BASED UPON THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR THE TRANSACTIONS, INCLUDING ANY DISPUTE ARISING OUT OF, RELATING TO OR BASED UPON THE FINANCING, THE COMMITMENT LETTERS OR THE OTHER FINANCING AGREEMENTS OR THE PERFORMANCE THEREOF, INCLUDING ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM AGAINST ANY DEBT FINANCING SOURCE OR INVESTOR.

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(f) EACH PARTY ACKNOWLEDGES THAT (i) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (ii) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (iii) IT MAKES THIS WAIVER VOLUNTARILY, AND (iv) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN SECTION 14.10(e) AND THIS SECTION 14.10(f).

14.11 Non-Recourse. Subject to the rights of the parties to any Financing Agreement under the terms thereof, none of the Parties, nor any of their respective Affiliates, solely in their respective capacities as parties to this Agreement, shall have any rights or claims against any Debt Financing Source or Investor, solely in its capacity as a lender, investor or arranger in connection with the Financing, and the Debt Financing Sources and Investors, solely in their respective capacities as lenders, investors or arrangers, shall not have any rights or claims against any Party or any Person related to a Party hereto, in connection with this Agreement or the Financing, whether at law or equity, in contract, in tort or otherwise.

14.12 Fulfillment of Obligations. Any obligation of any Party to any other Party under this Agreement, that is performed, satisfied or fulfilled by an Affiliate of the Party, will be deemed to have been performed, satisfied or fulfilled by the Party.

14.13 Counterparts and Delivery. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same instrument. A signed copy of this Agreement delivered by electronic mail or in “.pdf” format will have the same legal effect as delivery of an original signed copy of this Agreement.

14.14 Acknowledgement Regarding Representation. Each Party acknowledges and agrees that, in connection with negotiating this Agreement and consummating the Transactions, Tonkon Torp LLP has (a) acted as counsel to, and has represented, solely the Acquired Companies and (b) not acted as counsel to or represented the Shareholder Representative or any Shareholder.

14.15 Obligation of Parent. Parent hereby unconditionally, absolutely and irrevocably guarantees, undertakes and promises to cause Purchaser to fully and promptly pay, perform and observe all of Purchaser’s obligations under Section 12.3 of this Agreement (the “Purchaser Obligations”). In the event that Purchaser fails in any manner whatsoever to pay, perform or observe any of the Purchaser Obligations, Parent will duly and promptly pay, perform or observe, as the case may be, the Purchaser Obligations, or cause the same to be duly and promptly paid, performed or observed, in each case as if Parent were itself Purchaser with respect to the Purchaser Obligations. Parent hereby represents and warrants to the Company that (i) Parent is a corporation duly incorporated, validly existing and in good standing under the Laws of the state of Delaware, and it has all power and authority to execute, deliver and perform its obligations under this Section 14.15; (ii) Parent has the requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (iii) this Section 14.15 is, or upon its due authorization, execution and delivery of this Agreement by all parties hereto will be, a valid and binding obligation of Parent enforceable against Parent in accordance with the terms hereof, except as enforceability is limited by the General Enforceability Exceptions.

[Signatures on Following Page]

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PAGE 91

The Parties have each executed and delivered this Stock Purchase Agreement as of the Execution Date.

PURCHASER:	BEAR ACQUISITION I, LLC
	By:	/s/ Brian J. Allman
	Name:	Brian J. Allman
	Title:	President
PARENT	BRISTOW GROUP INC.
	By:	/s/ Jonathan E. Baliff
	Name:	Jonathan E. Baliff
	Title:	President and Chief Executive Officer
COMPANY:	COLUMBIA HELICOPTERS, INC.
	By:	/s/ Steven E. Bandy
	Name:	Steven E. Bandy
	Title:	President and Chief Executive Officer
SHAREHOLDERS:	s/ Marci Ann Walsh
	Marci Ann Walsh
	/s/ Wesley Bart Lematta
	Wesley Bart Lematta
	/s/ Jon A. Lazzaretti
	Jon A. Lazzaretti
	LEMATTA FAMILY TRUST DATED NOVEMBER 18, 2010, AS AMENDED
	By:	/s/ Nancy C. Lematta
	Name:	Nancy C. Lematta, Trustee

STOCK PURCHASE AGREEMENT

SIGNATURE PAGE

WESLEY G. LEMATTA RESIDUARY
TRUST I DATED DECEMBER 24, 2009
By:	/s/ Nancy C. Lematta
Name:	Nancy C. Lematta, Trustee
WESLEY G. LEMATTA RESIDUARY
TRUST II DATED DECEMBER 24, 2009
By:	/s/ Nancy C. Lematta
Name:	Nancy C. Lematta, Trustee
NANCY ELIZABETH LEMATTA TRUST
DATED DECEMBER 31, 1976
By:	/s/ Nancy C. Lematta
Name:	Nancy C. Lematta, Trustee
LEMATTA 2012 IRREVOCABLE TRUST
DATED DECEMBER 17, 2012,
FBO NANCY ELIZABETH LEMATTA
By:	/s/ Gregory A. Damico
	Gregory A. Damico, Trustee
By:	/s/ Stanley Y. Wilson
	Stanley Y. Wilson, Trustee
LEMATTA 2012 IRREVOCABLE TRUST
DATED DECEMBER 17, 2012,
FBO MARCI ANN WALSH
By:	/s/ Gregory A. Damico
	Gregory A. Damico, Trustee
By:	/s/ Stanley Y. Wilson
	Stanley Y. Wilson, Trustee

STOCK PURCHASE AGREEMENT

SIGNATURE PAGE

	LEMATTA 2012 IRREVOCABLE TRUST DATED DECEMBER 17, 2012, FBO WESLEY BART LEMATTA
	By:	/s/ Gregory A. Damico Gregory A. Damico, Trustee
	By:	/s/ Stanley Y. Wilson Stanley Y. Wilson, Trustee
	SEPARATE SHARE OF MICHAEL A. FAHEY OF THE FAHEY FAMILY 2016 TRUST U/A/D MARCH 3, 2016
	By:	/s/ Michael A. Fahey Michael A. Fahey, Co-Trustee
	By:	/s/ Penny L. Fahey Penny L. Fahey, Co-Trustee
SHAREHOLDER REPRESENTATIVE:	/s/ Nancy C. Lematta Nancy C. Lematta

STOCK PURCHASE AGREEMENT

SIGNATURE PAGE

APPENDIX 1.1

DEFINITIONS

“Acquired Company” means the Company or any Company Subsidiary. “Acquired Companies” means all of those entities collectively.

“Action” means any action, charge, claim, complaint, inquiry, investigation, litigation, lawsuit, hearing, dispute, or other proceeding, whether civil, criminal, administrative, regulatory, judicial or investigative, formal or informal, public or private, in each case, commenced, brought, conducted, or heard by or before, or otherwise involving, any Government Authority, any mediator, or any arbitrator.

“Active,” whether or not capitalized, when used to modify any Government Contract, Government Subcontract or Subcontract, means that final payment has not been made on such Government Contract, Government Subcontract or Subcontract.

“Additional Cash Amount” means (a) if the number of shares of Parent Common Stock calculated in clause (a) of the definition of “Stock Consideration” is less than or equal to the Stock Consideration Cap, zero and (b) if the number of shares of Parent Common Stock calculated in clause (a) of the definition of “Stock Consideration” is greater than the Stock Consideration Cap, the lesser of (i) $4,350,649 and (ii) the product of (A) the excess of the number of shares of Parent Common Stock calculated in clause (a) of the definition of “Stock Consideration” over the Stock Consideration Cap and (B) the VWAP.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with that Person. “Control” means the ownership, directly or indirectly, of voting securities representing the right generally to elect a majority of the directors (or similar officials) of a Person or the possession, by contract or otherwise, of the authority to direct the management and policies of a Person.

“Affiliated Group” means any affiliated group within the meaning of Section 1504 of the Code.

“Agents” means a Person’s members, managers, officers, directors, attorneys, accountants, investment bankers, representatives and other agents.

“Aggregate Aircraft Amount” is defined in Section 3.1(b)(iii).

“Aggregate Aircraft Amount Calculation Methodology” is defined in Section 3.1(b)(iii).

“Agreement” is defined in the first paragraph of this Agreement.

“Aircraft Adjustment Amount” is defined in Section 3.1(b)(ii).

“Aircraft Equipment” means any and all parts, accessories and assemblies for any helicopter, including any and all avionics, furnishings, instruments, appurtenances, accessories, components, communication and radar equipment, main rotor blades, engines, transmissions,

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main rotor heads, tail rotor assemblies, intermediate gear boxes, servo actuators, nodal beams, skid tubes, cockpit voice recorders and other equipment of any kind or nature whatsoever (whether consumable, repairable or non-repairable, spare parts or otherwise), whether or not incorporated or installed in, attached to or forming part of any helicopter at a particular time.

“Alternative Financing” is defined in Section 8.7(d).

“Attorney Records” means, with respect to each Acquired Company, all of the books, files, documents and records, including electronic communications, of attorneys relating to their representation of any Acquired Company or Shareholder to the extent related to (a) any Seller’s or Acquired Company’s contemplation of or preparation for a capital transaction, (b) negotiating, executing, and delivering this Agreement or the Transaction Documents or (c) the Transactions.

“Audit” is defined in Section 10.4(g)(i).

“Aviation Authority” means any Government Authority in the United States or other jurisdiction that is vested with the control and supervision of, or has jurisdiction over, the registration, airworthiness, design, production, operation or maintenance of any aircraft, or other matters relating to civil or military aviation within the jurisdiction, including the FAA, the United States Department of Transportation and the National Transportation Safety Board.

“Aviation Authorizations” means all type certificates, production certificates, parts manufacturing approvals, source approval requests and production verification audits required to perform any work being performed by the Acquired Companies and other authorizations and certificates required by any Aviation Authority.

“Benefit Plans” is defined in Section 6.22(a).

“Bid” means any bid, proposal, offer or quotation made by Company or by a contractor team or joint venture, in which the Company is participating, that, if accepted, would lead to a Government Contract or a Government Subcontract.

“Business Day” means any day other than Saturday, Sunday or any day recognized by the United States government as a public holiday for federal employees.

“Capital Expenditure Budget” means the Company’s capital expenditure budget provided in the Data Room.

“Cash Purchase Price” is defined in Section 3.1(b)(i).

“Certificates” means and includes licenses, permits, certifications, variations, exemptions, Orders, franchises, consents, approvals, registrations, notices, authorizations and qualification filings with all Government Authorities required under Laws in connection with the operation of the business of the Acquired Companies, including Aviation Authorizations.

“Closing” is defined in Section 4.1.

“Closing Cash” is defined in Section 3.1(b)(iv).

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“Closing Date” is defined in Section 4.1.

“Closing Indebtedness” is defined in Section 3.1(b)(v).

“Closing Phantom Unit Schedule” is defined in Section 3.3(a).

“Code” means the Internal Revenue Code of 1986, and the regulations promulgated thereunder.

“Commitment Letters” is defined in Section 5.7(a)(i).

“Company” is defined in the first paragraph of this Agreement.

“Company Common Stock” is defined in Section 6.1(b)(i).

“Company Subsidiary” means each direct or indirect Subsidiary of the Company set forth on Section 6.2(a) of the Disclosure Schedule.

“Company Transaction Document” means each Transaction Document to which the Company is a party.

“Company Transaction Expenses” is defined in Section 3.1(b)(vi).

“Company’s Knowledge” means the actual knowledge of any of the following Company officers without any imputed or constructive knowledge: Steven Bandy; Mark Johnson; Matthew Long; David Mlodinoff; Andrew Sandgren; Santiago Crespo; Jim King; Christian Boatsman; and Kurt Koehnke.

“Competing Business” means commercial helicopter and commercial and military aircraft maintenance, repair and overhaul services, including operations in government and military, oil and gas, fire-fighting and aerial lift sectors.

“Confidentiality Agreement” is defined in Section 14.3(a).

“Consideration” is defined in Section 3.1(a).

“Contract” is defined in Section 6.25.

“Convertible Notes Commitment Letter” is defined in Section 5.7(a)(i).

“Convertible Notes Financing” is defined in Section 5.7(a)(i).

“Damages” means all damages (including personal injuries, property damages, and natural resource damages), dues, penalties, fines, reasonable amounts paid in settlement, Taxes, costs, obligations, losses, liabilities (whether absolute, accrued, contingent, fixed or otherwise and whether due or to become due and including strict liabilities) expenses and fees (including reasonable and documented out-of-pocket costs of investigation and defense, court costs and reasonable attorneys’ fees and expenses), including, as the context requires, any of the foregoing that arise out of or in connection with any Actions or Orders.

STOCK PURCHASE AGREEMENT

APPENDIX 1.1

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“Data Room” means the electronic data room with the following web address: https://secure.smartroom.com/app/main/#/Smart1070518/login.

“Debt Commitment Letter” is defined in Section 5.7(a)(i).

“Debt Financing” is defined in Section 5.7(a)(i).

“Debt Financing Source” means the agents, arrangers, lenders and other entities that have committed to provide or arrange or otherwise entered into agreements in connection with all or any part of the Debt Financing or any other financing (other than the Convertible Notes Financing) in connection with the Transactions, including the parties to any joinder agreements, indentures or credit agreements entered into in connection therewith, together with their respective affiliates and their and their respective affiliates’ officers, directors, employees, controlling persons, agents and representatives and their respective successors and assigns.

“Designated Consents” means all required consents relating to this Agreement and the Transactions pursuant to the Contracts set forth on Schedule A-1.

“Disclosed Benefit Plan” is defined in Section 10.6(a).

“Disclosure Schedule” is defined in the first paragraph of Article 6.

“DSS” is defined in Section 8.10.

“Effective Closing Time” is defined in Section 4.1.

“Employee Welfare Benefit Plan” is defined in Section 3(1) of ERISA.

“Engine Support Agreements” means the four agreements entered into by and between the Company and General Electric Company as described in item 2 of Schedule 6.6 of the Disclosure Schedule.

“Environmental, Health and Safety Laws” means all applicable Laws concerning pollution or protection of the environment (including ambient air, surface water, ground water, land surface or subsurface strata, flora, fauna and other natural resources), workplace health and safety, or public health and safety, including Laws relating to emissions, discharges, releases or threatened releases of Materials of Environmental Concern into or in contact with the environment (including ambient air, surface water, ground water, land surface or subsurface strata, flora, fauna and other natural resources) or otherwise relating to the manufacture, generation, importation, exportation, sale, processing, distribution, use, treatment, storage, recycling, reclamation, discharge, release, emission, disposal, transport or handling of Materials of Environmental Concern, as those requirements are enacted and in effect on the day immediately preceding the Closing Date.

“Environmental Information” is defined in Section 6.24(b).

“Environmental Report” is defined in Section 6.24(a).

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PAGE 4

“ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder.

“ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is, or was at the relevant time, a member of the same “controlled group” as the first entity, trade or business pursuant to Section 4001(a)(14) of ERISA.

“ERISA Plan” is defined in Section 6.22(a).

“Exception Claim” is defined in Section 11.3(b).

“Exchange Act” means the Securities Exchange Act of 1934.

“Excluded Assets” is defined in Section 10.7.

“Excluded Environmental Liabilities” means any Damages arising out of (i) the completion of the Phase II Environmental Plan, (ii) any Remedial Action arising out of the Phase II Environmental Plan, and/or (iii) any Damages arising from the presence in, on, under or migrating to or from any Real Property, Improvements or any other facility of Materials of Environmental Concern that require Remedial Action resulting from activities under the Phase II Environmental Plan.

“Excluded Obligations” means any Liability arising exclusively out of any Excluded Asset, whether arising before, at or after Closing.

“Excluded Taxes” means any (i) Taxes imposed on or with respect to any of the Acquired Companies for any Pre-Closing Tax Period (except to the extent such Taxes were included as a liability in the calculation of Closing Net Working Capital as finally determined pursuant to Section 3.3), (ii) Taxes of the Shareholders (or any direct or indirect owner of any of the Shareholder) for any taxable period or pursuant to Section 10.4(h), (iii) Taxes imposed on or in respect of CHI-Domestic International Sales, Inc. for any Pre-Closing Tax Period, (iv) Taxes for any taxable period arising out of or resulting from the liquidation of CHI-Domestic International Sales, Inc. for U.S. federal (and applicable state) income Tax purposes, (v) Taxes of or imposed on or with respect to (or constituting) any of the Excluded Assets, Excluded Obligations or Excluded Environmental Liabilities for any taxable period, (vi) Taxes arising out of or resulting from the transactions contemplated by Section 10.4(i) and Section 10.7, (vii) Taxes of any Person (other than an Acquired Company) for which any Acquired Company is liable pursuant to Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Tax Law), as a transferee or successor, by contract or otherwise, (viii) Taxes arising out of any breach of any representation or warranty set forth in Section 6.23 (without regard to any qualification therein or any disclosed exception thereto), and (ix) Taxes arising from any action or transaction by any of the Shareholders or any of the Acquired Companies outside the ordinary course of business on the Closing Date prior to the Closing.

“Execution Date” is defined in the first paragraph of this Agreement.

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“Existing D&O Policy” is defined in Section 10.5(b).

“Existing Debt” is defined in Section 8.7(e).

“FAA” means the United States Federal Aviation Administration.

“Family Shareholders” mean the Shareholders designated as “Family Shareholders” on Schedule 1.

“Family Shareholder’s Proportion” means for each applicable Family Shareholder, the applicable percentage set forth on Section 6.1(b) of the Disclosure Schedule.

“FAR” is defined in Section 6.26(c)(i).

“FCL” is defined in Section 9.1(s).

“Final Cash Purchase Price” is defined in Section 3.1(a).

“Final Closing Payment” means the payment made by Purchaser or the Shareholders pursuant to Section 3.4.

“Financial Statements” is defined in Section 6.10, and, unless otherwise excepted, includes the notes thereto.

“Financing” is defined in Section 5.7(a)(i).

“Financing Agreements” is defined in Section 8.7(b)(i).

“Fixed Assets” means the types of assets included in “property, plant, and equipment” on the Company’s audited Financial Statements.

“FLSA” means the Fair Labor Standards Act and the regulations promulgated thereunder.

“FOCI” is defined in Section 8.10.

“Foreign Corrupt Practices Act” is defined in Section 6.19(c)(i).

“Forward-Looking Statements” is defined in Section 10.8.

“Fraud” means, and is limited to, intentional common law fraud, and excludes equitable fraud, promissory fraud, unfair dealing fraud and any other fraud-based claim.

“Fundamental Representations” is defined in Section 9.1(a).

“GAAP” means United States generally accepted accounting principles as applied by the Acquired Companies on a consistent basis for the period from January 1, 2015, through the Closing Date.

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“GE License Agreement” means the License Agreement for Total Logistics Support of T58 and CT58 Engines, dated March 16, 2018, by and between General Electric Company, acting through its GE Aviation operating component and Columbia Helicopters, Inc., as amended from time to time.

“General Enforceability Exceptions” is defined in Section 5.2.

“Government Authority” means the Government of the United States or any foreign country, or any state or political subdivision thereof or any entity, body, or authority exercising executive, legislative, judicial, regulatory, or administrative functions of or pertaining to government, including any quasi-government entity established to perform such functions, regulatory agency, commission, bureau, authority, court, or arbitration tribunal.

“Government Contract” means any prime contract, multiple award schedule contract, basic ordering agreement, letter contract, purchase order, delivery order, or other commitment of any kind between an Acquired Company and any Government Authority.

“Government Subcontract” means any subcontract, basic ordering agreement, letter subcontract, purchase order, delivery order, or other commitment of any kind between an Acquired Company and any prime contractor to either the U.S. Government or any subcontractor with respect to a Government prime contract.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Improvements” is defined in Section 6.14(d).

“Income Tax” means any federal, state, local or foreign Tax based on or measured by or with respect to gross or net income, net worth or capital, including any interest, penalty or addition thereto.

“Income Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Income Taxes, including any schedule or attachment thereto and any amendments thereof.

“Indebtedness” as applied to any Person means (without duplication) the following obligations of the Person or its Subsidiary whether secured or unsecured, including: (a) all obligations for borrowed, money (b) all obligations of the Person evidenced by bonds, debentures, notes or other similar instruments or debt securities; (c) all indebtedness of the Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by the Person (even though the rights and remedies of the Acquired Company or lender under such agreement in the event of default are limited to repossession or sale of such property); (d) all indebtedness of such Person secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of the property subject to the Lien; (e) all obligations under leases that have been or must be, in accordance with GAAP (if the Indebtedness relates to any Acquired Company), or United States generally accepted accounting principles (if the Indebtedness does not relate to any Acquired Company), recorded as capital leases in respect of which such Person is liable as lessee; (f) any Liability of such Person in respect of banker’s acceptances or letters of credit; (g) interest rate or currency obligations,

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including swaps, hedges or similar arrangements of any Acquired Company; (h) all payment obligations in respect of the GE License Agreement; (i) all interest, fees (including termination fees), prepayment premiums and other expenses owed or accrued but unpaid with respect to the indebtedness referred to above; and (j) all indebtedness referred to above that is directly or indirectly guaranteed by such Person or that such Person has agreed (contingently or otherwise) to purchase or otherwise acquire or in respect of which it has otherwise assured a creditor against loss. For the avoidance of doubt, “Indebtedness” does not include amounts already included in Net Working Capital or Company Transaction Expenses.

“Indemnifying Party” and “Indemnifying Parties” are defined in Section 11.2.

“Independent Accounting Firm” is defined in Section 3.3(c)(iv), provided that if the firm indicated in Section 3.3(c)(iv) refuses or is unavailable to act as the Independent Accounting Firm, or if that firm at any time within the 12 months preceding the referral has performed work for any of the Parties or their respective Affiliates, then another independent accounting firm will be selected by the Parties, will be the Independent Accounting Firm.

“Information Packet” is defined in Section 10.9(a).

“Insurance Policies” is defined in Section 6.16.

“Insurance Proceeds” is defined in Section 3.1(b)(iv).

“Intellectual Property” means (a) inventions (whether patentable or unpatentable and whether or not reduced to practice), improvements thereto, and patents, patent applications, industrial designs, and patent disclosures, together with reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof; (b) trademarks, service marks, trade dress, logos, trade names, and corporate names, together with translations, adaptations, derivations and combinations thereof and including goodwill associated therewith, and applications, registrations, and renewals in connection therewith; (c) copyrightable works, copyrights, and applications, registrations and renewals in connection therewith; (d) mask works and applications, registrations and renewals in connection therewith; (e) trade secrets; (f) computer software, in object and source code format (including data and related documentation); (g) plans, drawings, architectural plans and specifications; (h) websites; (i) other proprietary rights; and (j) copies and tangible embodiments and expressions thereof (in whatever form or medium) of any of the foregoing, including all improvements and modifications thereto and derivative works thereof (and including, for the avoidance of doubt, all Listed Intellectual Property).

“Intercompany Agreements” means, collectively, all Contracts and other agreements between or among two or more Acquired Companies.

“Intercompany Indebtedness” means Indebtedness of any Acquired Company with respect to which the obligee is any other Acquired Company.

“Interim Financial Statements” is defined in Section 6.10.

“International Trade Laws” is defined in Section 6.19(b)(i).

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“Inventory” means spare parts, including goods, goods in transit, parts out for repair and related work-in progress and other consumables.

“Investors” is defined in Section 5.7(a)(i).

“IRS” means the United States Internal Revenue Service.

“ITAR” means the International Traffic in Arms Regulation, 22 C.F.R. Parts 120 – [130].

“Labor Union” is defined in Section 6.17(a).

“Law” means any applicable statute, law, ordinance, rule, regulation, code, order, constitution, treaty, common law, judgment, decree or rule of law of any Government Authority, whether foreign or domestic, but in each case only to the extent generally available.

“Leased Real Property” is defined in Section 6.14(b).

“Liability” means any Indebtedness, liability or obligation, whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated and whether due or to become due.

“Licensed IP” is defined in Section 6.15(a)(ii).

“Lien” means any mortgage, lien, deed of trust, pledge, conditional sales arrangement, title retention contract, assessment, adverse claim, levy, easement, restrictive covenant, encroachment, charge, security interest or other encumbrance or similar restriction, including any restriction on transferability, right of first refusal or offer, or other claim or encumbrance of any nature whatsoever, whether arising by contract or operation of law.

“Listed Intellectual Property” is defined in Section 6.15(a)(ii).

“Management Shareholders” means the Shareholders designated as “Management Shareholders” on Schedule 1.

“Marketing Period” means the first period of 15 consecutive Business Days commencing after the Execution Date and throughout which: (i) Purchaser shall have received the Required Information; provided, that if the Company in good faith reasonably believes it has delivered the Required Information, it may deliver to Purchaser a written notice to that effect (stating when it believes it completed such delivery), in which case the Marketing Period shall be deemed to have commenced on the date Purchaser receives such notice unless Purchaser in good faith reasonably believes the Company has not completed delivery of the Required Information and, within four Business Days after Purchaser’s receipt of such notice, delivers a written notice to the Company to that effect (stating which Required Information the Company has not delivered), and (ii) nothing has occurred and no condition exists that would cause any of the conditions set forth in Section 9.1 to fail to be satisfied assuming the Closing were scheduled for any time during such 15 consecutive Business Day period; provided, that (A) the days from and including November 22, 2018 through November 26, 2018, January 21, 2019 and February 18, 2019 shall not be included in the Marketing Period and (B) if such 15 consecutive Business Day

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period shall not have fully elapsed on or prior to December 21, 2018, then such period shall not commence any earlier than January 3, 2019; provided, further, that (x) the Marketing Period will end on any earlier day on which the Financing is obtained, (y) Purchaser shall notify the Company in writing when the Marketing Period commences, and (z) the Marketing Period shall not be deemed to have commenced if, following the commencement of, but prior to the completion of, the Marketing Period, (A) the Required Information contains any untrue statement of a material fact or omits to state any material fact necessary in order to make such Required Information, in the light of the circumstances under which they were made, not misleading, (B) the Acquired Companies’ independent auditor shall have withdrawn any audit opinion with respect to any Financial Statements contained in the audited financial statements of the Acquired Companies, in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect to such financial statements by the Acquired Companies’ independent auditor or another independent accounting firm reasonably acceptable to Purchaser, (C) the financial statements of the Acquired Companies included in the Required Information would be required to be updated under Rule 3-12 of Regulation S-X in order to be sufficiently current on any day during such 15 consecutive Business Day period to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of such 15 consecutive Business Day period, in which case the Marketing Period shall not be deemed to commence until the receipt of updated financial information that would be required under Rule 3-12 of Regulation S-X to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of such new 15 consecutive Business Day period, or (D) the Company issues a statement or provides notice indicating its intent to restate any material financial information or Financial Statements included in the Required Information or that any such restatement is under consideration or may be a possibility, in which case the Marketing Period shall not be deemed to commence unless and until such restatement has been completed and the relevant Financial Statements have been amended or the Company has announced or provided notice that it has concluded that no restatement shall be required.

“Material Adverse Change” or “Material Adverse Effect” means any fact, change, effect, event or circumstance that (a) individually or in the aggregate, has been or would reasonably be expected to be materially adverse to the business, assets, results of operations or condition (financial or otherwise) of the Acquired Companies (taken as a whole); provided, that the following facts, changes, events or circumstances will be excluded in determining whether there has been a Material Adverse Change or a Material Adverse Effect: (i) changes in general financial market or economic conditions, (ii) circumstances, events, or changes generally affecting the industry in which the Acquired Companies operate, (iii) any escalation by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or any outbreak or escalation of terrorism upon the United States or any of its territories, possessions, or diplomatic or consular offices, (iv) conditions in any financial, banking, or securities markets, including any disruption thereof and any decline in the price of any security or any market index (provided that this clause (iv) shall not prevent or otherwise affect a determination that any change, effect, event, or circumstance underlying such condition or decline has resulted in or contributed to a Material Adverse Change or a Material Adverse Effect), (v) changes in United States generally accepted accounting principles, (vi) changes in Laws or regulatory policy or the enforcement or interpretation thereof, (vii) compliance by any Party with the terms of, or the taking of any action required by, this Agreement or any of the

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PAGE 10

Transaction Documents, (viii) any announcement, or the pendency, of the Transactions, or (ix) the taking of, or omitting to take, any action by any Acquired Company at the direction or request of Purchaser; except, in the cases of clauses (i) through (vi), to the extent such change, effect, event, or circumstance disproportionately affects the Acquired Companies, taken as a whole, relative to other participants operating in the same industry, or (b) would prevent or materially delay the consummation by the Shareholders and the Company of the Transactions.

“Materials of Environmental Concern” means any chemical, material, product, byproduct, waste or other substance, regardless of form, which is listed, defined or otherwise regulated by any Environmental Health and Safety Laws because it is hazardous, toxic, or otherwise potentially harmful to human health and safety, the environment or natural resources, including: (a) hazardous waste, as defined by 42 U.S.C. Section 6903(5); (b) hazardous substances, as defined by 42 U.S.C. Section 9601(14); (c) pollutants or contaminants, as defined by 42 U.S.C. Section 9601(33); and (d) toxic substances, petroleum, including crude oil and any fraction or waste thereof, natural gas, asbestos, polychlorinated biphenyls, radioactive materials, explosives, extremely hazardous waste or hazardous materials or other hazardous chemicals or substances.

“Most Recent Balance Sheet” is defined in Section 6.10.

“Multiemployer Plan” is defined in Section 3(37) of ERISA.

“Multiple Employer Plan” is a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA.

“Necessary Environmental Funds” is defined in Section 8.9(a).

“Net Working Capital” is defined in Section 3.1(b)(viii).

“Net Working Capital Adjustment” is defined in Section 3.1(b)(vii).

“Net Working Capital Calculation Methodology” is defined in Section 3.1(b)(viii)(B).

“NISPOM” means the National Industry Security Program Operating Manual DOD 5220.22-M, and any supplement, amendments, or revised editions thereof.

“NWC Exclusions” is defined in Section 3.1(b)(ix).

“Objection” is defined in Section 3.3(c)(ii).

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Operating Aircraft” is defined in Section 6.13(b).

“Order” is defined in Section 6.20.

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“Ordinary Course of Business” means the ordinary course of business consistent with the past custom and practice of the Acquired Companies, as applicable, in the operation of their respective businesses.

“Organizational Documents” means: (a) the articles or certificate of incorporation and the bylaws of a corporation; (b) the certificate of formation or articles of organization and the operating agreement of a limited liability company; (c) the trust agreement of any trust; and (d) any charter or similar document adopted or filed in connection with the creation, formation or organization of any other Person, including all amendments to or restatements of any of the foregoing.

“Owned IP” is defined in Section 6.15(a)(i).

“Owned Real Property” is defined in Section 6.14(a).

“Parent” is defined in the first paragraph of this Agreement.

“Parent Common Stock” means shares of common stock, par value $0.01 per share, of Parent.

“Parent Financial Statements” is defined in Section 5.11.

“Parent Material Adverse Effect” means any fact, change, effect, event or circumstance that (a) individually or in the aggregate, has been or would reasonably be expected to be materially adverse to the business, assets, results of operations or condition (financial or otherwise) of the Parent and its Subsidiaries (taken as a whole); provided, that the following facts, changes, events or circumstances will be excluded in determining whether there has been a Parent Material Adverse Effect: (i) changes in general financial market or economic conditions, (ii) circumstances, events, or changes generally affecting the industry in which the Parent and its Subsidiaries operate, (iii) any escalation by the United States in hostilities, whether or not pursuant to the declaration of a national emergency or war, or any outbreak or escalation of terrorism upon the United States or any of its territories, possessions, or diplomatic or consular offices, (iv) conditions in any financial, banking, or securities markets, including any disruption thereof and any decline in the price of any security or any market index (provided that this clause (iv) shall not prevent or otherwise affect a determination that any change, effect, event, or circumstance underlying such condition or decline has resulted in or contributed to a Parent Material Adverse Effect), (v) changes in United States generally accepted accounting principles, (vi) changes in Laws or regulatory policy or the enforcement or interpretation thereof, (vii) compliance by any Party with the terms of, or the taking of any action required by, this Agreement or any of the Transaction Documents or in connection with the Financing, (viii) any announcement, or the pendency, of the Transactions, (ix) changes in the trading price or volume of Parent Common Stock, (x) any failure in and of itself by Parent to meet its internal or any external or published financial projections, estimates or budgets; or (xi) the taking of, or omitting to take, any action by Parent or any of its Subsidiaries at the direction or request of the Company or the Shareholders; except, in the cases of clauses (i) through (vi), to the extent such change, effect, event, or circumstance disproportionately affects Parent and its Subsidiaries, taken as a whole, relative to other participants operating in the same industry, or (b) would prevent or materially delay the consummation by Parent or Purchaser of the Transactions.

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“Parent SEC Reports” is defined in Section 5.8.

“Party” and “Parties” are defined in the first paragraph of this Agreement.

“PBGC” means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Permitted Liens” means: (a) Liens, if any, identified in the Financial Statements; (b) Liens for Taxes, assessments and other governmental charges that are not yet due and payable or that may thereafter be paid without penalty; (c) Liens arising under original purchase price conditional sales contracts and equipment leases with third parties in the Ordinary Course of Business; (d) easements, covenants, conditions and restrictions that, in each case, are of record and do not, individually or in the aggregate, interfere with the use of the Real Property or the conduct of the businesses of the Acquired Companies consistent with past practices; (e) zoning or other governmentally established restrictions or encumbrances on the Real Property that are not material and that exist generally with respect to real property; (f) written pledges or deposits to secure obligations under workers or unemployment compensation Laws or similar legislation or to secure public or statutory obligations; (g) mechanics’, warehousemen’s, materialmen’s, suppliers’, vendors’ or similar Liens arising or incurred in the Ordinary Course of Business securing amounts that are not overdue for a period of more than 60 days; (h) railroad trackage agreements, utility, slope and drainage easements, right of way easements and leases regarding signs; and (i) other imperfections of title, licenses or encumbrances, if any, arising or incurred in the Ordinary Course of Business that, individually or in the aggregate, do not materially impair or diminish (A) any Acquired Company’s ability to divest or otherwise transfer any of its aircraft or other material assets or (B) the continued use and operation of the assets to which they relate in the conduct of the business of the Acquired Companies as conducted as of the Execution Date.

“Person” means any natural person, corporation, limited liability company, unincorporated organization, partnership, association, joint-stock company, joint venture, trust or Government Authority.

“Phantom Plan Payments” means all payments (including any associated payroll Taxes) made by Purchaser to or for the benefit of the Company (or made directly by the Company) to discharge the Company’s obligations to make payments under the Phantom Stock Plans.

“Phantom Stock Plans” means, collectively, the (a) Columbia Helicopters, Inc. Phantom Stock Plan, dated effective January 1, 1988, as it has been restated or amended from time to time (the “Original 1988 Plan”); (b) Amended and Restated Columbia Helicopters, Inc. 2005 Phantom Stock Plan, dated effective January 1, 2005, as it has been amended from time to time; and (c) Amended and Restated Columbia Helicopters, Inc. 1988 Phantom Stock Plan, as it has been amended from time to time (the “Restated 1988 Plan”), which supersedes the Original 1988 Plan effective immediately before the first Change of Control (as defined in the Restated 1988 Plan) occurring after October 30, 2013.

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“Phantom Unit Award” means an award of phantom units granted under any Phantom Stock Plan.

“Phantom Unit Schedule” is defined in Section 6.1(b)(iv).

“Phase II Environmental Plan” means the environmental site investigation and recommendations described in that certain letter from Hahn and Associates, Inc. dated October 24, 2018 re: HAI Project Nos. 9377, 9378, 9379.

“Pre-Closing Return” is defined in Section 10.4(a)(i).

“Pre-Closing Tax Period” means any taxable period ending before the Closing Date and, in the case of any Straddle Period, the portion of such taxable period ending on and including the day before the Closing Date.

“Prohibited Person” is defined in Section 6.19(b)(i).

“Proposed Final Cash Purchase Price” is defined in Section 3.3(b).

“Post-Closing Tax Period” means any taxable period beginning on or after the Closing Date and, in the case of any Straddle Period, the portion of such taxable period beginning on the Closing Date.

“Projected Cash Purchase Price” is defined in Section 3.3(a).

“Pro Rata Share” means, for each Shareholder, the applicable pro rata share, expressed as a percentage of all Shares, set forth in Section 6.1(b) of the Disclosure Schedule.

“Prudent Industry Practices” shall mean the practices, that would be applied in the ordinary course of business by a prudent environmental remediation expert while exercising the degree of skill and judgement commensurate with that normally exercised by other experts in the same region that, at a particular time, in the exercise of reasonable judgment in light of the facts known or that should reasonably have been known at the time a decision was made, would have been expected to accomplish the desired result in a manner consistent with applicable Laws, standards, and other generally recognized and followed recommendations in regards to reliability, safety, environmental protection, economy and expedition. “Prudent Industry Practices” are intended to include a range of practices, methods or acts generally acceptable during the relevant period in light of the circumstances.

“Purchaser” is defined in the first paragraph of this Agreement.

“Purchaser Benefit Plan” is defined in Section 10.6(a).

“Purchaser Disclosure Schedule” is defined in the first paragraph of Article 5.

“Purchaser Indemnified Parties” is defined in Section 11.2.

“Purchaser Obligations” is defined in Section 14.15.

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“Purchaser Parties” is defined in Section 10.9(a).

“Purchaser Related Parties” means Purchaser, Parent, their equityholders and any of their respective Affiliates, and their and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives.

“Purchaser Transaction Document” means each Transaction Document to which Purchaser is a party.

“Purchaser’s Knowledge” means the actual knowledge of any of the following individuals without any imputed or constructive knowledge: Jonathan Baliff, Geoff Carpenter, L. Don Miller, Robert Phillips and Bo Underwood.

“R&W Insurance Policy” means the Buyer-Side Representations and Warranties Insurance Policies issued by Indian Harbor Insurance Company (XL), Everest Indemnity Insurance Company and Barbican Transaction Liability Consortium to Purchaser for Purchaser’s benefit pursuant to the “binders” for the policies dated as of the Execution Date in substantially the form delivered to the Shareholder Representative on the Execution Date, which must be reasonably satisfactory to Shareholder Representative and include the insurer’s express waiver of subrogation against the Shareholders.

“Real Property” means the Owned Real Property and the Leased Real Property.

“Remaining Disputed Items” is defined in Section 3.3(c)(iv).

“Remedial Action” means any action required by an Environmental, Health and Safety Law or any Government Authority to investigate, clean up, remove or remediate, or conduct remedial, responsive, monitoring or corrective actions with respect to either violations of Environmental, Health and Safety Law or Materials of Environmental Concern, including any Materials of Environmental Concern in, on, under or migrating to or from any Real Property, Improvements or any other facility assessed under the Phase II Environmental Plan.

“Required Consents” is defined in Section 8.4(a).

“Required Information” means the financial statements of the Company and other data required under Paragraph 8 of Exhibit C to the Debt Commitment Letter referred to as the “Required Bond Information” (as in effect on the Execution Date).

“Required HSR Filings” is defined in Section 8.6(a)(i).

“Required Public Disclosure” means any filing, report, or disclosure required to be made under applicable Law (including the Exchange Act) or the rules and regulations of any stock exchange or national market system upon which the securities of Purchaser are listed (including the New York Stock Exchange).

“Restriction Period” is defined in Section 10.15.

“Review Period” is defined in Section 3.3(c)(i).

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“RP Documents” is defined in Section 6.14(a).

“Scheduled Contracts” is defined in Section 6.25.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933.

“Seller” means the Company and the Shareholders.

“Seller Related Party” shall mean the Company, its Subsidiaries, the Shareholders and any of their respective Affiliates and their and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives.

“Service” means a service that is provided to a third party by an Acquired Company.

“Shareholder Parties” is defined in Section 10.9(b).

“Shareholder Representative” is defined in the first paragraph of this Agreement.

“Shareholder Transaction Document” means each Transaction Document to which a Shareholder is a party.

“Shareholders” is defined in the first paragraph of this Agreement.

“Shares” is defined in the Recitals of this Agreement.

“Significant Customers” is defined in Section 6.30.

“Spare Parts Sale Agreement” means the General Terms and Conditions of Sale for the T58/CT58 Inventory (relating to the sale of T58 and CT58 engines spare parts inventory) that is one of the Implementing Agreements entered into as part of the Engine Support Agreements by and between the Company and General Electric Company.

“Specified Contract Party” means the Persons set forth on Schedule A-2.

“Stock Consideration” means a number of shares of Parent Common Stock equal to the lesser of (a) the quotient of (i) $67,000,000 divided by (ii) the VWAP and (b) Stock Consideration Cap.

“Stock Consideration Cap” means a number of shares of Parent Common Stock equal to 17.31% of the issued and outstanding shares of Parent Common Stock (excluding shares issuable on the conversion or exercise of any other security) immediately prior to the Closing.

“Stockholders Agreement” is defined in the Recitals of this Agreement.

“Straddle Period” means any taxable period beginning before and ending on or after the Closing Date.

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“Straddle Period Return” is defined in Section 10.4(a)(ii).

“Subcontract” means any subcontract, basic ordering agreement, letter subcontract, purchase order, delivery order, consulting agreement or other commitment of any kind issued by the Company or any Subsidiary to any Person in support of the Company’s or any Subsidiary’s performance of a Government Contract or Government Subcontract.

“Subscription Agreements” is defined in the Recitals of this Agreement.

“Subsidiary” means, with respect to any Person, each other Person (other than a natural person) of which the Person owns, beneficially and of record, securities or interests representing 50% or more of the aggregate ordinary voting power (without regard to the occurrence of any contingencies affecting voting power).

“Subsidiary Shares” means, collectively, all of the issued and outstanding shares of capital stock of the Company Subsidiaries.

“Surviving Covenants” is defined in Section 11.1(b).

“Target Net Working Capital” is defined in Section 3.1(b)(x).

“Tax Authority” means any Government Authority with regulatory authority to assess, assert or otherwise impose Tax adjustments or collect unpaid Taxes of any Person.

“Tax Return” means any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto and any amendments thereof.

“Tax” or “Taxes” means all federal, state, local and foreign taxes, including premium taxes, excise taxes, sales taxes, use taxes, gross receipts taxes, franchise taxes, ad valorem taxes, registration taxes, severance taxes, windfall profits taxes, escheat and unclaimed property obligations, stamp taxes, capital levy taxes, transfer taxes, value added taxes, employment and payroll-related taxes, property taxes, business license taxes, occupation taxes, environmental taxes, import duties and custom duties, including interest, additions to tax and penalties with respect thereto.

“Teaming Agreement” means a “contractor team arrangement” as defined in FAR § 9.601.

“Terminated Contracts” is defined in Section 9.1(k).

“Termination Date” means April 9, 2019; provided, however, that if the Marketing Period has commenced fewer than fifteen Business Days prior to the Termination Date, the Termination Date shall be automatically extended to the fourth Business Day following the final day of the Marketing Period.

“Termination Fee” is defined in Section 12.3(a)(ii).

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“Third Party Claim” is defined in Section 11.3(a).

“Transaction Documents” means each agreement, document, instrument or certificate (including those delivered pursuant to Section 9.1(c) and Section 9.2(c)) contemplated by this Agreement or to be executed by any of the Parties in connection with the consummation of the Transactions, in each case only as applicable to the relevant party or parties to such Transaction Documents.

“Transaction Payments” means collectively, all amounts payable by Purchaser under this Agreement, whether before, at or after Closing.

“Transactions” means the transactions contemplated in this Agreement.

“VWAP” means the volume weighted average price of a share of Parent Common Stock, as reported on Bloomberg, for the five consecutive trading day period starting with the opening of the first primary trading session on the NYSE beginning at 9:30 a.m., New York City time, following the execution and public announcement of this Agreement.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988.

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APPENDIX 1.2

INTERPRETATION

As used in this Agreement: (a) the words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “will” and “shall” have the same meaning; (d) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; (e) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and shall not simply mean “if”; and (f) the phrases “delivered,” “made available to” or “provided to” shall mean that such information has been posted in the Data Room made available to Purchaser, or otherwise actually delivered to Purchaser, at least one Business Day prior to the Execution Date.

All terms and words used in this Agreement, regardless of the number or gender in which they are used, will be deemed to include any other number and any other gender as the context may require. Each defined term used in this Agreement will have a comparable meaning when used in its plural or singular form. The Appendices, Schedules and Exhibits attached to this Agreement are incorporated into and made part of this Agreement.

Unless the context otherwise requires, references herein to: (a) Articles, Sections, Exhibits and Schedules mean the Articles and Sections of, and the Exhibits and Schedules attached to, this Agreement; (b) an agreement, instrument or document means the agreement, instrument or document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by this Agreement; (c) a statute means the statute as amended from time to time and includes any successor legislation thereto; (d) dollars (or the symbol “$”) refers to United States dollars; and (e) time means Pacific Time.

The headings and captions used in this Agreement, in any Appendix, Schedule, Exhibit or index hereto, or in the table of contents are for convenience of reference only and do not constitute a part of this Agreement and will not limit, characterize or in any way affect any provision of this Agreement or any Appendix, Schedule or Exhibit, and all provisions of this Agreement and the Appendices, Schedules and Exhibits will be enforced and construed as if no caption or heading had been used. Any capitalized terms used in any Appendix, Schedule or Exhibit and not otherwise defined therein will have the meanings set forth in this Agreement (or, in the absence of any ascribed meaning, the meaning customarily ascribed to the term in the Company’s industry or in general commercial usage). The Appendices, Schedules and Exhibits will be construed with and as an integral part of this Agreement to the same extent as if they were set forth verbatim herein.

The Parties have participated jointly in negotiating and drafting this Agreement with the advice and review of sophisticated counsel of their choosing. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

STOCK PURCHASE AGREEMENT

APPENDIX 1.2

EX-10.1

Exhibit 10.1

STOCKHOLDERS AGREEMENT

by and among

Bristow Group Inc.

and

each of the other signatories to this Stockholders Agreement

Dated as of November 9, 2018

TABLE OF CONTENTS

		Page
Section 1.	Definitions		1
Section 2.	Standstill		6
Section 3.	Voting		7
Section 4.	Lock-Up		7
Section 5.	Transfer Restriction		8
Section 6.	Shelf Registration Statement		10
Section 7.	Indemnification		11
Section 8.	Representations and Warranties		11
Section 9.	Filing Obligations; Notifications		13
Section 10.	Miscellaneous		13

THIS STOCKHOLDERS AGREEMENT is made and entered into as of November 9, 2018, by and among Bristow Group Inc., a Delaware corporation (the “Company”), each of the Persons whose name appears on the signature page to this Agreement (collectively, the “Stockholders”) and any Permitted Transferee that becomes a party to this Agreement by executing and delivering a joinder to this Agreement in the form attached to this Agreement as Exhibit A.

RECITALS

WHEREAS, in connection with the entry into the Stock Purchase Agreement, dated as of November 9, 2018 (the “Stock Purchase Agreement”), by and among Bear Acquisition I, LLC, the Company (for the limited purposes set forth therein), Columbia Helicopters, Inc., the Stockholders listed on Schedule I to the Stock Purchase Agreement and the Stockholder Representative (as defined in the Stock Purchase Agreement), the parties to this Agreement desire to enter into this Agreement in order to establish certain rights, restrictions and obligations of the Stockholders and their Permitted Transferees with respect to ownership of Common Stock (as defined below), as well as to set forth certain other arrangements relating to the Company and its securities.

NOW, THEREFORE, the Company and the Sellers, intending to be legally bound, hereby agree, effective as of the Closing (as defined in the Stock Purchase Agreement), as follows:

AGREEMENT

NOW, THEREFORE, in consideration of the promises and the mutual covenants, representations, warranties and agreements contained in this Agreement and other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties to this Agreement agree as follows:

Section 1.    Definitions.

(a)    As used in this Agreement, the following terms shall have the following meanings:

“Affiliate” of a Person has the meaning set forth in Rule 12b-2 under the Exchange Act, and “Affiliated” shall have a correlative meaning; provided, however, that for purposes of this Agreement, notwithstanding anything to the contrary set forth in this Agreement, (i) neither the Company nor any of its subsidiaries shall be deemed to be an Affiliate of any Stockholder, and (ii) no Stockholder shall be deemed to be an Affiliate of the Company or any of its subsidiaries.

“Activist” means, as of any date of determination, (i) a Person that has, directly or indirectly, including through its Affiliates, whether individually or as a member of a Group, within the five-year period immediately preceding such date of determination, (A) made, engaged in or been a participant in any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act) to vote, or advise or knowingly influence any Person with respect to the voting of, any equity securities of any issuer, including in connection with a proposed change of control or other extraordinary or fundamental transaction, or a

-1-

proposal for the election or replacement of directors, not approved (at the time of the first such proposal) by the board of directors of such issuer, (B) called, or publicly sought to call, a meeting of the equityholders of any issuer or initiated any proposal for action by the equityholders of any issuer, in each case not approved (at the time of the first such action) by the board of directors of such issuer, (C) otherwise publicly acted, alone or in concert with others, to seek to control or influence the management or the policies of any issuer (provided, that this clause (C) is not intended to include the activities of any member of the board of directors of an issuer, with respect to such issuer, taken in good faith solely in his or her capacity as a director of such issuer), (D) commenced a “tender offer” (as such term is used in Regulation 14D under the Exchange Act) to acquire the equity securities of any issuer that was not approved (at the time of commencement) by the board of directors of such issuer in a Schedule 14D-9 filed under Regulation 14D under the Exchange Act, or (E) publicly disclosed any intention, plan, arrangement or other contract to do any of the foregoing or (ii) any Person listed on Schedule A to this Agreement.

“Agreement” means this Stockholders Agreement, as amended, modified or supplemented from time to time, in accordance with the terms of this Agreement, together with any exhibits, schedules or other attachments to this Agreement.

“Beneficial Ownership” by a Person of any securities includes ownership by any Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power, which includes the power to vote, or to direct the voting of, such security; and/or (ii) investment power, which includes the power to dispose, or to direct the disposition, of such security; and shall otherwise be interpreted in accordance with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the SEC under the Exchange Act; provided that for purposes of determining Beneficial Ownership, a Person shall be deemed to be the Beneficial Owner of any securities which may be acquired by such Person pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise (irrespective of whether the right to acquire such securities is exercisable immediately or only after the passage of time, including the passage of time in excess of 60 days, the satisfaction of any conditions, the occurrence of any event or any combination of the foregoing). For purposes of this Agreement, a Person shall be deemed to Beneficially Own any securities Beneficially Owned by its Affiliates or any Group of which such Person or any such Affiliate is or becomes a member or is otherwise acting in concert. “Beneficially Own,” “Beneficially Owned” and “Beneficially Owning” shall have a correlative meaning.

“Blackout Period” means any period during which directors and executive officers of the Company are not permitted to trade under the insider trading policy of the Company then in effect or as otherwise imposed by the Company.

“Board” means the Board of Directors of the Company.

“Capital Stock” means, with respect to any Person at any time, any and all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of capital stock, partnership interests (whether general or limited) or equivalent ownership interests in or issued by such Person.

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“Chosen Courts” has the meaning set forth in Section 10(d)(ii).

“Common Stock” means the common stock, $0.01 par value, of the Company and any securities issued in respect of such common stock, or in substitution for such common stock, in connection with any stock split, dividend or combination, or any reclassification, recapitalization, merger, consolidation, exchange or other similar reorganization.

“Company” has the meaning set forth in the Preamble.

“Competitor” means any Person that conducts a helicopter service business that is in competition with Columbia Helicopters, Inc., the Company, or any Affiliate of the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC from time to time thereunder (or under any successor statute).

“Exempt Matter” means, with respect to the Company, (a) any material change to the purpose or scope of activity of the Company or any of its significant subsidiaries, (b) any material changes to the constitutional documents of the Company that would materially alter the capital structure of, or rights conferred by, the Common Stock, or (c) the merger, consolidation or amalgamation of the Company or any of its significant subsidiaries with any third-party entity, or any proposal to cease to carry on the business or a substantial part of the business of the Company or any of its significant subsidiaries or to wind up or dissolve the Company or any of its significant subsidiaries or any material asset sales or dispositions outside the ordinary course of business.

“Governmental Entity” means any United States or foreign (i) federal, state, local, municipal or other government, (ii) governmental or quasi-governmental entity of any nature (including, without limitation, any governmental agency, branch, department, official or entity and any court or other tribunal), (iii) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, including, without limitation, any arbitral tribunal and self-regulatory organizations, or (iv) any national securities exchange or national quotation system.

“Group” shall have the meaning assigned to it in Section 13(d)(3) of the Exchange Act.

“Laws” means, collectively, any applicable federal, state, local or foreign law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity.

“Lock-Up Date” is defined in Section 4.

“Losses” means any and all losses, claims, damages, liabilities, expenses (including, without limitation, costs of preparation and reasonable attorneys’ fees and any other reasonable fees or expenses incurred by such party in connection with any investigation or action), judgments, fines, penalties, charges and amounts paid in settlement.

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“Permitted Transferee” means, with respect to any Stockholder, any Affiliate of the Stockholder that becomes a party to and fully subject to and bound by this Agreement to the same extent as the transferring party by executing and delivering a joinder to this Agreement in the form attached to this Agreement as Exhibit A.

“Person” means any natural person, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, foundation, unincorporated organization or government or other agency or political subdivision thereof, or any other entity or Group comprised of two or more of the foregoing.

“Registrable Securities” means, at any time, any shares of Common Stock constituting the Stock Consideration received by the Stockholders at Closing held by any Stockholder until (i) a registration statement covering such Common Stock has been declared effective by the SEC and such Common Stock has been disposed of pursuant to such effective registration statement, (ii) such Common Stock is sold under circumstances in which all of the applicable conditions of Rule 144 (or any similar provisions then in force) under the Securities Act are met or (iii) such Common Stock is otherwise Transferred, the Company has delivered a new certificate or other evidence of ownership for such Common Stock not bearing the legend required pursuant to this Agreement and such Common Stock may be resold without subsequent registration under the Securities Act.

“Registration Expenses” means any and all expenses incident to the performance of or compliance with any registration or marketing of securities, including all (i) registration and filing fees, and all other fees and expenses payable in connection with the listing of securities on any securities exchange or automated interdealer quotation system; (ii) fees and expenses of compliance with any securities or “blue sky” laws (including reasonable fees and disbursements of counsel in connection with “blue sky” qualifications of the securities registered); (iii) expenses in connection with the preparation, printing, mailing and delivery of any registration statements, prospectuses and other documents in connection therewith and any amendments or supplements thereto; (iv) security engraving and printing expenses; (v) internal expenses of the Company (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties); (vi) reasonable fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public accountants retained by the Company (including the expenses relating to any comfort letters or costs associated with the delivery by independent certified public accountants of any comfort letters); and (vii) reasonable fees and expenses of any special experts retained by the Company in connection with such registration.

“Registration Period” has the meaning set forth in Section 6.

“SEC” means the Securities and Exchange Commission or any successor agency administering the Securities Act and the Exchange Act at the time.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shelf Registration Statement” has the meaning set forth in Section 6.

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“Stock Purchase Agreement” has the meaning set forth in the Recitals.

“Total Voting Power” means, at any time, the aggregate of (i) the total number of votes then entitled to be cast by holders of the outstanding Common Stock and any other securities entitled to vote generally in the election of directors to the Board and not solely upon the occurrence and during the continuation of certain specified events and (ii) the total number of votes that would be entitled to be cast by holders of the shares of Common Stock underlying any issued and outstanding securities of the Company that are convertible into, exchangeable into or exercisable for shares of Common Stock (excluding securities issued through compensatory programs) if they were converted into Common Stock on the date of determination.

“Transfer” means, when used as a noun, any direct or indirect, voluntary or involuntary, sale, disposition, hypothecation, mortgage, encumbrance, gift, pledge, assignment, attachment or other transfer (including the creation of any derivative or synthetic interest, including a participation or other similar interest), in any case, whether by merger, testamentary disposition, operation of Law or otherwise, and entry into a definitive agreement with respect to any of the foregoing and, when used as a verb, to directly or indirectly, voluntarily or involuntarily, sell, dispose, hypothecate, mortgage, encumber, gift, pledge, assign, attach or otherwise transfer (including by creating any derivative or synthetic interest, including a participation or other similar interest), in any case, whether by merger, testamentary disposition, operation of Law or otherwise, or enter into a definitive agreement with respect to any of the foregoing. For purposes of this Agreement, the sale of the interest of a Stockholder (or a Permitted Transferee) in an Affiliate, if such Affiliate Beneficially Owns Voting Securities, shall be deemed a Transfer by the Stockholder (or a Permitted Transferee) of such Voting Securities unless such Stockholder (or a Permitted Transferee) retains Beneficial Ownership of such Voting Securities following such transaction.

“Voting Securities” means, at any time, shares of any class of Capital Stock or other securities of the Company, including the Common Stock, which are entitled to vote generally in the election of directors to the Board and not solely upon the occurrence and during the continuation of certain specified events, and any securities convertible into or exercisable or exchangeable for such shares of Capital Stock (whether or not currently so convertible, exercisable or exchangeable or only upon the passage of time, the occurrence of certain events or otherwise).

(b)    In addition to the above definitions, unless the context requires otherwise:

(i)    any reference to any statute, regulation, rule or form as of any time shall mean such statute, regulation, rule or form, as amended or modified from time to time, and shall also include any successor statute, regulation, rule or form, as amended or modified from time to time;

(ii)    the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” in each case notwithstanding the absence of any express statement to such effect, or the presence of such express statement in some contexts and not in others;

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(iii)    references to “Section” are references to Sections of this Agreement;

(iv)    words such as “herein,” “hereof,” “hereinafter” and “hereby” when used in this Agreement refer to this Agreement as a whole;

(v)    references to “dollars” or “$” in this Agreement are to United States dollars; and

(vi)    references to “business day” mean any day other than Saturday, Sunday, or any day recognized by the United States government as a public holiday for federal employees.

Section 2.    Standstill.

(a)    Without the prior written approval of the Company, none of the Stockholders shall, directly or indirectly, and the Stockholders shall cause their controlled Affiliates not to, directly or indirectly: (i) make, or in any way participate or engage in, any “solicitation” of “proxies” (as such terms are defined under Regulation 14A under the Exchange Act) to vote, or advise or knowingly influence, or seek to advise or influence, any Person with respect to the voting of, any Voting Securities, including by forming, joining or in any way participating in a Group; (ii) form, join or in any way participate in, or enter into any agreement, arrangement or understanding with, a Group with respect to Voting Securities or the Company; (iii) commence any tender or exchange offer for any Voting Securities or other securities of the Company; (iv) enter into or agree, offer, propose or seek (whether publicly or otherwise) to enter into, or otherwise be involved in or part of, or publicly support, announce, endorse, facilitate or encourage or submit to the Company or its Board, any proposal for any acquisition transaction, merger or other business combination relating to all or part of the Company or any of its subsidiaries, or that would result in the Stockholders (collectively) Beneficially Owning, in the aggregate, Voting Securities representing more than the Voting Securities Beneficially Owned by the Stockholders (collectively) as of the date of this Agreement, or any acquisition transaction for all or part of the assets of the Company or any of its subsidiaries or any of their respective businesses or any recapitalization, restructuring, change in control or similar extraordinary transaction involving the Company or any of its subsidiaries; (v) call or seek to call a meeting of the stockholders of the Company or initiate, support or endorse any stockholder proposal for action by stockholders of the Company, including any action by written consent; (vi) acquire, offer or propose to acquire, or agree or seek to acquire, or solicit the acquisition of, by purchase, tender or exchange offer, through the acquisition of control of another Person (including by way of merger or consolidation), by joining a partnership, syndicate or other Group, through the use of a derivative instrument or voting agreement, or otherwise, Beneficial Ownership of any additional Voting Securities (other than (A) pursuant to any stock split or stock dividend or similar corporate action affecting all security holders on a pro rata basis or (B) through open-market purchases that do not, in the aggregate among all Stockholders and during any consecutive 12-month period, represent more than 2% of the Company’s outstanding Voting Securities); (vii) deposit any Voting Securities in a voting trust or similar arrangement or subject any Voting Securities to any voting agreement, pooling agreement or similar arrangement; (viii) nominate any directors for election at any meeting of the stockholders of the Company, or by written consent of the stockholders of the Company , (ix) otherwise take any action that would

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cause the Stockholders to no longer be eligible to report their ownership of Voting Securities on Schedule 13G under the Exchange Act; (x) enter into any discussions, negotiations, arrangements or understandings with any Person with respect to any of the foregoing activities; (xi) otherwise act, alone or in concert with others, to seek to control or influence the management or the policies of the Company; (xii) advise, assist, encourage, act as a financing source for or otherwise invest in or enter into any discussions, negotiations, agreements or arrangements with, any other Person in connection with any of the foregoing, (xiii) request that the Company amend, waive or otherwise consent to any action inconsistent with any provision of this Section 2(a); (xiv) publicly disclose, directly or through any representative, any intention, plan or arrangement inconsistent with any of the foregoing; or (xv) take any action which could require the Company to make a public announcement regarding the possibility of any of the foregoing.

Section 3.    Voting. At each annual and special meeting of stockholders of the Company, each Stockholder agrees to (a) appear at such stockholders’ meeting or otherwise cause all shares of Common Stock beneficially owned by each Stockholder and their respective Affiliates to be counted as present for purposes of establishing a quorum, (b) vote, or cause to be voted, all shares of Common Stock beneficially owned by each Stockholder and their respective Affiliates on the Company’s proxy card or voting instruction form (i) in favor of each of the directors nominated by the Board and recommended by the Board in the election of directors, (ii) against any other nominees to serve on the Board that have not been recommended by the Board, and (iii) with respect to all other matters other than an Exempt Matter, in accordance with the Board’s recommendations as identified in the Company’s proxy statement, including in favor of all other matters recommended for stockholder approval by the Board, and (c) except as to any Exempt Matter, not execute any proxy card or voting instruction form in respect of such stockholders’ meeting other than the proxy card and related voting instruction form being solicited by or on behalf of the Board.

Section 4.    Lock-Up.

(a)    Without the prior written consent of the Company, each Stockholder covenants and agrees that for a period of nine (9) months from the Closing Date (the “Lock-Up Date”), such Stockholder will not offer, sell, contract to sell, pledge, assign, transfer or otherwise create any interest in or otherwise dispose of (or enter into any transaction which is designed to, or would reasonably be expected to, result in any of the foregoing) any of the Registrable Securities.

(b)    Notwithstanding Section 4(a), transfers of Registrable Securities will be permitted at any time by the following methods:

(i)    if the Stockholder is a natural person, by will, by intestate succession or pursuant to a so-called “living trust” or other revocable trust established to provide for the disposition of property on the undersigned’s death, in each case to any member of the immediate family of the Stockholder or to a trust the beneficiaries of which are exclusively the Stockholder or members of the immediate family of the Stockholder or to a qualified charity or educational institution, or to any combination thereof.

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(ii)    if the Stockholder is a natural person, as a bona fide gift or gifts to a member of the immediate family of the Stockholder, or as a bona fide gift or gifts to a qualified charity or educational institution (hereinafter collectively referred to as a “Permissible Donee”). A bona fide gift may be accomplished by direct transfer of Registrable Securities to a Permissible Donee, to a trust the beneficiary or beneficiaries of which is a Permissible Donee or are Permissible Donees, or by contribution to a single purpose limited liability company or similar entity so long as each member of the limited liability company or similar entity is a Permissible Donee;

(iii)    if the Stockholder is a natural person, pursuant to a domestic order, divorce settlement, divorce decree or separation agreement; provided, in each case that such transferee executes and delivers a joinder to this Agreement in the form attached to this Agreement as Exhibit A; and

(iv)    pursuant to a bona fide third party tender offer made to all holders of the Company Common Stock or a merger, purchase, consolidation or other similar transaction, involving a change of control of the Company, that, in each case, has been approved or recommended by the Board.

Section 5.    Transfer Restriction.

(a)    The Stockholders agree that, for so long as this Agreement remains in effect, the Stockholders shall not, nor shall any Stockholder permit any of its controlled Affiliates to, Transfer any Voting Securities Beneficially Owned by such Person, other than (i) in a transfer by a Stockholder to a Permitted Transferee of the applicable Stockholder, so long as such Permitted Transferee, as a condition to such transfer, executes a joinder to this Agreement in the form attached as Exhibit A to this Agreement or (ii) in compliance with each of the clauses below:

(i)    A Stockholder shall not knowingly Transfer Voting Securities in a transaction with any Person or Group who, immediately after consummation of such Transfer, would have Beneficial Ownership of Voting Securities representing in the aggregate 5.0% or more of the Total Voting Power; provided that this subsection shall not prohibit sales effected through open market, nondirected broker’s transactions;

(ii)    A Stockholder shall not Transfer Voting Securities to a Person or Group that, to such Stockholder’s knowledge, is an Activist or Competitor or member of a Group that includes an Activist or Competitor;

(iii)    A Stockholder shall not Transfer Voting Securities in an amount in excess of the daily volume restrictions pursuant to Rule 144 of the Securities Act applicable to sales of securities by Affiliates of an issuer (regardless of whether such Transferring party or its applicable Affiliate is deemed at such time to be an Affiliate of the Company for purposes of Rule 144); and

(iv)    All Stockholders shall act in compliance with all applicable Laws.

(b)    The restrictions set forth in this Section 5 shall not apply to Transfers of Voting Securities pursuant to any sale, merger, consolidation, acquisition (including by way of tender

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offer or exchange offer or share exchange), recapitalization or other business combination involving the Company or any of its subsidiaries pursuant to which more than 50% of the Voting Securities or the consolidated total assets of the Company would be acquired or received by any Person (other than the Company or its subsidiaries) in one transaction or a series of related transactions, provided that the Board has approved such transaction or proposed such transaction and recommended it to the stockholders of the Company (and has not withdrawn such recommendation). Without limiting any of the foregoing restrictions, no Stockholder shall Transfer any Voting Securities Beneficially Owned by it to any Affiliate unless such Affiliate is a Permitted Transferee and becomes a party to and fully subject to and bound by this Agreement to the same extent as the Stockholder by executing and delivering a joinder to this Agreement in the form attached to this Agreement as Exhibit A. Without limiting the foregoing, the Stockholders agree that they will not Transfer any Voting Securities except pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable state, federal and foreign securities Laws.

(c)    The right of any Stockholder or any of their respective Affiliates and Permitted Transferees to Transfer Voting Securities Beneficially Owned by such Person is subject to the restrictions set forth in this Section 5, and no Transfer by any Stockholder or any of its Affiliates and Permitted Transferees of Voting Securities Beneficially Owned by such Person may be effected except in compliance with this Section 5. Any attempted Transfer in violation of this Agreement shall be of no effect and null and void ab initio, regardless of whether the purported transferee has any actual or constructive knowledge of the Transfer restrictions set forth in this Agreement, and the Company shall not, and shall instruct its transfer agent and other third parties not to, record or recognize any such purported transaction on the share register of the Company. No Transfer by a Stockholder shall be consummated or shall be effective unless and until the Company shall have been furnished with evidence reasonably satisfactory to it demonstrating that such Transfer is (x) in compliance with this Section 5 and (y) registered under, exempt from or not subject to the provisions of Section 5 of the Securities Act and any other applicable securities Laws.

(d)    Shares of Common Stock subject to this Stockholders Agreement shall bear a legend or legends (including appropriate comparable notations or other arrangements will be made with respect to any uncertificated shares) referencing restrictions on Transfer of such shares of Common Stock under the Securities Act and under this Agreement, which legend shall state in substance:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

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THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED AS OF NOVEMBER 9, 2018, BY AND AMONG BRISTOW GROUP INC. AND CERTAIN OTHER PARTIES THERETO (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF BRISTOW GROUP INC.) AND THE STOCKHOLDERS AGREEMENT BY AND AMONG BRISTOW GROUP INC. AND CERTAIN OTHER PARTIES THERETO, DATED AS OF NOVEMBER 9, 2018 (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF BRISTOW GROUP INC.).”

(e)    Notwithstanding the foregoing Section 5(d), upon request of a Stockholder, if at any time the restrictions on transfer under the Securities Act and applicable state and foreign securities Laws are no longer applicable, upon receipt by the Company of an opinion of counsel reasonably satisfactory to the Company to the effect that the foregoing legend is no longer required under the Securities Act or such applicable Laws, the Company shall promptly cause the foregoing legend to be removed from any certificate for any shares of Common Stock to be Transferred by a Stockholder (other than a Transfer to a Permitted Transferee); provided, that such Transfer is permitted under this Agreement.

(f)    Any additional Voting Securities of which any Stockholder acquires Beneficial Ownership following the date of this Agreement shall be subject to the restrictions and commitments contained in Section 4 and Section 5 of this Agreement as fully as if such Voting Securities were Beneficially Owned by such Person as of the date of this Agreement.

Section 6.    Shelf Registration Statement.

(a)    The Company shall use commercially reasonable efforts to have declared effective by the SEC, prior to the Lock-Up Date, a registration statement on Form S-3 or any comparable or successor form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 under the Securities Act from time to time of all or part of the Registrable Securities (the “Shelf Registration Statement”) (which may be an amendment to an existing shelf registration statement) relating to the resale of the applicable shares of Company Common Stock; provided, however, that if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, then the Company shall provide for the registration of such Registrable Securities for resale by the Stockholders on another appropriate form). The Company shall pay the Registration Expenses for all Registrable Securities to be registered pursuant to the Shelf Registration Statement. The Company agrees to use commercially reasonable efforts to keep the Registration Statement continuously effective under the 1933 Act until the earliest of ten (10) years from the Lock-Up Date or such shorter period ending when all the Stockholders cease to own, in the aggregate, 3% of the Total Voting Power (such period, the “Registration Period”). It shall be a condition precedent to the obligation of the Company to take any action pursuant to Section 6(a) in respect of the Registrable Securities that the Stockholders shall furnish to the Company such information regarding the Stockholders, the securities held by the Stockholders and the intended method of disposition of such securities as the Company shall reasonably request and as shall be required in connection with the action to be taken by Company pursuant to Section 6(a).

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(b)    Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing written notice to the holders of Registrable Securities, to require such holders of Registrable Securities to suspend the use of the Shelf Registration Statement for sales of Registrable Securities under the Shelf Registration Statement during any Blackout Period.

(c)    Notwithstanding anything to the contrary in this Agreement, this Section 6, Section 9(b), Section 10, and, to the extent applicable to such Sections, Section 1 shall survive until the expiration of the Registration Period.

Section 7.    Indemnification.

(a)    The Company agrees to indemnify and hold the Stockholders harmless, from and against any and all Losses to which they or any of them may become subject under the 1933 Act, the 1934 Act or other law, insofar as Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement as originally filed or in any amendment to such registration statement, or in any preliminary prospectus or prospectus contained in such registration statement, or in any amendment of, or supplement to, such registration statement, or arise out of or are based upon the omission or alleged omission to state in such registration statement a material fact required to be stated in such registration statement or necessary to make the statements in such registration statement, in the light of the circumstances under which they were made, not misleading, except to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of Stockholders.

(b)    Each of the Stockholders agrees to indemnify and hold harmless: the Company, each of its managers, directors and officers and each person who controls Company within the meaning of either the 1933 Act or the 1934 Act from and against any and all Losses, insofar as Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement as originally filed or in any amendment of such registration statement, or in any preliminary prospectus or prospectus contained in such registration statement, or in any amendment of, or supplement to, such registration statement, or arise out of or are based upon the omission or alleged omission to state in such registration statement a material fact required to be stated in such registration statement or necessary to make the statements in such registration statement, in the light of the circumstances under which they were made, not misleading, but in each case only to the extent that the untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with information furnished to Company by or on behalf of such Stockholder.

Section 8.    Representations and Warranties.

(a)    Representations and Warranties of the Stockholders. Each Stockholder represents and warrants to the Company (and each Permitted Transferee hereby represents and warrants to the Company, as of the date of the joinder agreement pursuant to which such Permitted Transferee became a party to this Agreement as a condition to the effectiveness of such transfer) as follows:

(i)    If such Stockholder is not a natural person, it is duly organized and validly formed under the Laws of the jurisdiction of its organization. It has the full right, power and authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

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(ii)    If such Stockholder is not a natural person, the execution and delivery by it of this Agreement and the performance by it of its obligations under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part and does not require any corporate or other action on the part of any trustee or beneficial or record owner of any equity interest in such Stockholder or in the Voting Securities Beneficially Owned by such Stockholder, other than those which have been obtained prior to the date of this Agreement and are in full force and effect.

(iii)    This Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

(iv)    The execution and delivery by it of this Agreement and the performance by it of its obligations under this Agreement do not and will not conflict with, result in a breach of or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under applicable Law, any trust instrument, organizational document, or any contract or agreement to which it is a party.

(v)    Other than the Registrable Securities, the Stockholders do not Beneficially Own any shares of Common Stock or other Voting Securities. None of the Stockholders nor any of their controlled Affiliates is or has been a party to any derivative or other agreement, arrangement or understanding that hedges or transfers, directly or indirectly, any of the economic consequences of owning Voting Securities to another Person or otherwise relating to the Company or to Voting Securities (other than the Transaction Documents (as defined in the Stock Purchase Agreement)). There are no voting trusts, stockholder agreements, proxies or other agreements in effect pursuant to which such Stockholder has a contractual obligation with respect to the voting or Transfer of any Voting Securities or which are otherwise inconsistent with or conflict with any provision of this Agreement.

(b)    Representations and Warranties of the Company. The Company hereby represents and warrants to the Stockholders as follows:

(i)    The Company is a corporation, duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement.

(ii)    The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly

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executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Stockholders, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

(iii)    The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement do not and will not conflict with, result in a breach of or violate any provision of, or require the consent or approval of any Person (except for any such consents or approvals which have been obtained) under applicable Law, the organizational documents of the Company or any contract or agreement to which the Company is a party.

Section 9.    Filing Obligations; Notifications.

(a)    The Stockholders understand and acknowledge that they will be solely responsible for compliance with Section 13 and Section 16 of the Exchange Act and the rules promulgated thereunder, including the timely filing of all forms, reports or documents required to be filed with the SEC by or on behalf of any Stockholder(s) relating to their ownership of Common Stock (including, but not limited to, the timely filing of an appropriate Schedule 13D or Schedule 13G and all required amendments or supplements to such filing, the timely filing of a Form 3 with respect to the Company, and timely filing of any applicable reports on Form 4).

(b)    The Stockholders agree to notify the Company promptly following the date on which the Stockholders cease to own, in the aggregate, 3% of the Total Voting Power of the Company.

Section 10.    Miscellaneous.

(a)    Assignment; Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties to this Agreement without the prior written consent of (i) the Company, in the case of the Stockholders, or (ii) the Stockholders Beneficially Owning a majority of the Voting Securities then owned by all Stockholders, in the case of the Company. Any purported assignment in contravention of this Agreement shall be null and void. Subject to the foregoing, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to, and does not, confer upon any Person other than the parties to this Agreement any rights or remedies under this Agreement, including the right to rely upon the representations and warranties set forth in this Agreement. The representations and warranties in this Agreement are the product of negotiations among the parties to this Agreement and are for the sole benefit of such parties.

(b)    Specific Performance. The parties to this Agreement agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with its specific terms or otherwise breached. Accordingly, the parties shall be entitled to specific performance of the terms of this Agreement, including an injunction or injunctions to prevent

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breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at Law or in equity. Each of the parties further waives (i) any defense in any action for specific performance that a remedy at Law would be adequate and (ii) any requirement under Law to post security or a bond as a prerequisite to obtaining equitable relief.

(c)    No Waivers. No failure or delay by any party in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right, power or privilege nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege.

(d)    Governing Law; Jurisdiction.

(i)    This Agreement shall be governed and construed in accordance with the Laws of the State of Delaware, without regard to any applicable conflicts of law principles.

(ii)    Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in any federal or state court located in the State of Delaware (the “Chosen Courts”), and, solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such action or proceeding will be effective if notice is given in accordance with Section 10(f).

(e)    Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY LAW AT THE TIME OF INSTITUTION OF THE APPLICABLE LITIGATION, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10(e).

(f)    Notices. All notices, demands and other communications given under or pursuant to this Agreement must be in writing (which may include e-mail) and will be deemed to have

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been duly given if delivered personally or by overnight courier, if mailed by certified mail, return receipt requested, postage prepaid, or if sent by e-mail, in each case addressed to the applicable Party as follows:

If to the Company:

2103 City West Blvd.,

4th Floor

Houston, Texas 77042

Facsimile: (713) 267-7620

E-mail: don.miller@bristowgroup.com

Attention: L. Don Miller, Senior Vice President and Chief Financial

Officer

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

Wachtell, Lipton, Rosen & Katz

51 West 52^nd Street

New York, New York 10019

Email: DAKatz@wlrk.com

JELevine@wlrk.com

Facsimile: (212) 403-2000

Attn:    David A. Katz, Esq.

Jenna E. Levine, Esq.

If to the Stockholders:

Nancy C. Lematta

[***]

[***]

[***]

E-Mail: [***]

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

Landerholm, P.S.

805 Broadway, Suite 1000

Vancouver, WA 98660

Email: bill.dudley@landerholm.com

Attn: William C. Dudley

If to any Permitted Transferee, to such address as is designated by such Permitted Transferee in such Permitted Transferee’s joinder to this Agreement.

(g)    Interpretation. The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any

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provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(h)    Counterparts. This Agreement may be executed in two (2) or more counterparts (including by facsimile or other electronic means) all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that the parties need not sign the same counterpart.

(i)    Entire Agreement. This Agreement (including the documents and the instruments referred to in this Agreement), together with the Stock Purchase Agreement, constitutes the entire agreement among the parties and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement.

(j)    Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction such that the invalid, illegal or unenforceable provision or portion of this Agreement shall be interpreted to be only so broad as is enforceable.

(k)    Amendments and Waivers. No provision of this Agreement may be amended, modified or waived unless (i) in the case of an amendment or modification, such amendment or modification is in writing and signed by the Company and Stockholders Beneficially Owning a majority of the Voting Securities then owned by all Stockholders or (ii) in the case of a waiver, such waiver is in writing and signed by the Company, if the waiver is to be effective against the Company, or the Stockholders Beneficially Owning a majority of the Voting Securities then owned by all Stockholders, if the waiver is to be effective against any Stockholder. The rights and remedies in this Agreement provided shall be cumulative and not exclusive of any rights or remedies provided by applicable Law.

(l)    Delivery by Facsimile or Electronic Transmission. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments or waivers to this Agreement or any such agreement or instrument, to the extent signed and delivered by means of a facsimile machine or by e-mail delivery of a “.pdf” format data file, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version of such agreement or instrument delivered in person. No party to this Agreement or to any such agreement or instrument shall raise the use of a facsimile machine or e-mail delivery of a “.pdf” format data file to deliver a signature to this Agreement or any amendment to this Agreement or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine or e-mail delivery of a “.pdf” format data file as a defense to the formation of a contract and each party to this Agreement forever waives any such defense.

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(m)    Further Assurances. Each party to this Agreement shall cooperate and take such action as may be reasonably requested by another party to this Agreement in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby.

(n)    Term and Termination. This Agreement will be effective as of the date of this Agreement and shall terminate on the later of (a) the date which is two (2) years following the date of this Agreement and (b) the first period of twenty (20) consecutive business days following the Closing during which the Stockholders Beneficially Own, in the aggregate, less than 7.5% of the Total Voting Power.

(o)    Stockholder Actions. Any determination, consent or approval of, or notice or request delivered by, or any similar action of the Stockholders shall be made by and shall be valid and binding upon all Stockholders if made by Stockholders Beneficially Owning a majority of the Voting Securities then owned by all Stockholders.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed as of the date and year first above written.

BRISTOW GROUP INC.
By:	/s/ Jonathan E. Baliff
	Name:	Jonathan E. Baliff
	Title:	President and Chief Executive Officer
/s/ Wesley Bart Lematta
Wesley Bart Lematta
/s/ Marci Ann Walsh
Marci Ann Walsh
LEMATTA FAMILY TRUSTED DATED NOVEMBER 18, 2010, AS AMENDED
By:	/s/ Nancy C. Lematta
	Nancy C. Lematta, Trustee
NANCY ELIZABETH LEMATTA TRUST DATED DECEMBER 31, 1976
By:	/s/ Nancy C. Lematta
	Nancy C. Lematta, Trustee
WESLEY G. LEMATTA RESIDUARY TRUST I DATED DECEMBER 24, 2009
By:	/s/ Nancy C. Lematta
	Nancy C. Lematta, Trustee

[Signature Page to Stockholders Agreement]

WESLEY G. LEMATTA RESIDUARY TRUST II DATED DECEMBER 24, 2009
By:	/s/ Nancy C. Lematta
	Nancy C. Lematta, Trustee

LEMATTA 2012 IRREVOCABLE TRUST DATED DECEMBER 17, 2012, FBO WESLEY BART LEMATTA
By:	/s/ Gregory A. Damico
	Gregory A. Damico, Trustee
By:	/s/ Stanley Y. Wilson
	Stanley Y. Wilson, Trustee

LEMATTA 2012 IRREVOCABLE TRUST DATED DECEMBER 17, 2012, FBO MARCI ANN WALSH
By:	/s/ Gregory A. Damico
	Gregory A. Damico, Trustee
By:	/s/ Stanley Y. Wilson
	Stanley Y. Wilson, Trustee

LEMATTA 2012 IRREVOCABLE TRUST DATED DECEMBER 17, 2012, FBO NANCY ELIZABETH LEMATTA
By:	/s/ Gregory A. Damico
	Gregory A. Damico, Trustee
By:	/s/ Stanley Y. Wilson
	Stanley Y. Wilson, Trustee

[Signature Page to Stockholders Agreement]

EXHIBIT A

FORM OF JOINDER

The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Stockholders Agreement, dated as of November 9, 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms of such Agreement, the “Stockholders Agreement”) by and among Bristow Group Inc., a Delaware corporation, each of the Persons whose name appears on the signature page to such Stockholders Agreement, and any Permitted Transferee that becomes a party to the Stockholders Agreement in accordance with the terms. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the Stockholders Agreement.

By executing and delivering this Joinder Agreement to the Stockholders Agreement, the undersigned hereby adopts and approves the Stockholders Agreement and agrees, effective commencing on the date of this Joinder Agreement and as a condition to the undersigned’s becoming a Stockholder, to become a party to, and to be bound by and comply with the provisions of, the Stockholders Agreement applicable to the Stockholders, in the same manner as if the undersigned were an original signatory to the Stockholders Agreement. Without limiting the foregoing, the undersigned acknowledges and agrees that the Stockholders Beneficially Owning a majority of the Voting Securities then owned by all Stockholders shall be entitled to act on behalf of and bind the undersigned under the Stockholders Agreement.

The undersigned represents and warrants that, pursuant to this Joinder Agreement and the Stockholders Agreement, it is a Permitted Transferee of [Transferor].

The undersigned acknowledges and agrees that Section 10(a) through Section 10(m) of the Stockholders Agreement are incorporated into this Joinder Agreement by reference, mutatis mutandis.

[Remainder of page intentionally left blank]

Accordingly, the undersigned have executed and delivered this Joinder Agreement as of the          day of                     ,         .

TRANSFEREE

Name:

Notice Information

Address:

Telephone:

Facsimile:

Email:

AGREED AND ACCEPTED

as of the          day of                         ,             .

[COMPANY]

By:

Name:

Title:

[TRANSFEROR]

By:

Name:

Title:

[Signature Page to Joinder]

EX-10.2

Exhibit 10.2

Execution Version

JEFFERIES FINANCE LLC

520 Madison Avenue

New York, NY 10022

CONFIDENTIAL

November 9, 2018

COMMITMENT LETTER

Bristow Group Inc.

2103 City West Blvd., 4th Floor

Houston, Texas 77042

Attention: L. Don Miller, Chief Financial Officer

Re: Project Emerald

Ladies and Gentlemen:

You have advised Jefferies Finance LLC (“Jefferies Finance”, “we” or “us”) that Bear Acquisition I, LLC, a Delaware limited liability company (the “Acquiror”), a newly-formed domestic unrestricted subsidiary controlled by Bristow Group Inc. (the “Parent” and together with the Acquiror, “you”), intends to acquire (the “Acquisition”) directly, or indirectly through one or more subsidiaries, all of the issued and outstanding capital stock of Columbia Helicopters, Inc., an Oregon corporation (the “Target” and, together with its subsidiaries, the “Acquired Business”), from the existing shareholders of the Target (collectively, the “Seller”) and to refinance (together with any applicable prepayment premium or fee, with the commitments thereunder being terminated, and all guarantees, liens and security interests in respect thereof being released) all of the Existing Debt (as defined on Exhibit C hereto) (collectively, the “Refinancing”). We understand that, in connection with the Acquisition, you intend to directly or indirectly consummate the transactions described in the Transaction Summary attached as Annex B hereto (the “Transaction Summary”), and that the total purchase price for the Acquisition (including fees, commissions and expenses and the Refinancing) (the “Purchase Price”) will be financed from the sources described therein. You and your subsidiaries (including, following the Acquisition, the Target and its subsidiaries) are collectively referred to herein as the “Company.” As used in this Commitment Letter and the other Debt Financing Letters (as defined below), the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Capitalized terms used but not defined herein and defined in any exhibit hereto have the meanings assigned to them in such exhibit.

1. The Commitments.

In connection with the foregoing, Jefferies Finance (either directly or through one of its affiliates) is pleased to advise you of its commitment to provide 100% of the principal amount of the Bridge Loan Facility.

The commitments described in this Section 1 are collectively referred to herein as the “Commitments.” Our Commitments are, in each case, on the terms and subject to the conditions set forth in (i) this letter (including the exhibits, schedules and annexes hereto, collectively, this “Commitment Letter”), (ii) the fee letter, dated as of the date hereof (the “Fee Letter”), between you and us, (iii) the engagement letter, dated as of the date hereof (together with any exhibits, schedules and annexes thereto, collectively, the “Engagement Letter”) between you and Jefferies LLC (“Jefco”), and (iv) the fee credit letter, dated as of the date hereof (the “Fee Credit Letter”, and, together with this Commitment Letter, the Fee Letter, and the Engagement Letter, the “Debt Financing Letters”), between you, us and Jefco. Notwithstanding anything to the contrary in any Debt Financing Letter, the terms of this Commitment Letter are intended as an outline of certain of the material provisions of the Bridge Loan Facility, but do not include all of the terms and other provisions that will be contained in the definitive documents relating to the Debt Financing, which shall be prepared by our counsel and which shall be negotiated in good faith by the parties, giving due regard to the business, asset profile, size and customer concentration of the Acquired Business and its operational and strategic requirements (collectively, the “Definitive Debt Documents”); provided that there shall be no closing condition to the Bridge Loan Facility contained in the Definitive Debt Documents that is not specifically set forth (x) in Section 3 hereof, (y) on Exhibit A to this Commitment Letter under the heading “Conditions Precedent” or (z) on Exhibit C to this Commitment Letter. Those matters that are not covered or made clear in the Debt Financing Letters are subject to mutual agreement of the parties hereto. No party hereto has been authorized by us to make any oral or written statements or representations that are inconsistent with the Debt Financing Letters. Each of the parties hereto agrees that each of this Commitment Letter and each of the other Debt Financing Letters is a binding and enforceable agreement with respect to the subject matter contained herein or therein, and the parties agree to negotiate in good faith the Definitive Debt Documents in a manner consistent with this Commitment Letter and the other Debt Financing Letters, it being acknowledged and agreed that the commitments provided hereunder are subject to conditions precedent as provided herein.

2. Titles and Roles. As consideration for the Commitments, you agree that you hereby retain and will cause your affiliates to retain (a) Jefferies Finance to act, and Jefferies Finance hereby agrees to act, as sole book-runner and sole lead arranger for the Bridge Loan Facility (in such capacity, the “Arranger”), (b) Jefferies Finance to act, and Jefferies Finance hereby agrees to act, as sole administrative agent and sole collateral agent for the Bridge Loan Facility, and (c) Jefferies Finance to act, and Jefferies Finance hereby agrees to act, as sole syndication agent for the Bridge Loan Facility. No other titles shall be awarded and no compensation (other than that expressly contemplated by the Debt Financing Letters) shall be paid in connection with the Bridge Loan Facility, unless mutually agreed. In addition, you hereby retain and will cause your respective affiliates to retain Jefco to act in the capacities and in connection with the matters set forth in the Engagement Letter.

Without limiting the foregoing, you shall not, and shall not permit the Target or any of your or its affiliates, directly or indirectly, to contact or use any other financial institution or other source of capital in connection with any financing referred to above, unless mutually agreed.

3. Conditions Precedent. The closing of the Bridge Loan Facility and the making of the initial loans and other extensions of credit under the Bridge Loan Facility on the Closing Date are conditioned solely upon satisfaction or waiver by us of each of the following conditions: (i) since the date of the Most Recent Balance Sheet (as defined in the Purchase Agreement as in effect on the date hereof) there has not been any Material Adverse Effect (as defined below), (ii) the Specified Purchase Agreement Representations (as defined below) shall be true and correct in all material respects, (iii) the other conditions expressly set forth in Exhibit A to this Commitment Letter under the heading “Conditions Precedent”, and (iv) the other conditions referred to on Exhibit C.

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For purposes hereof, “Material Adverse Effect” has the meaning provided in the Purchase Agreement as of the date hereof.

Notwithstanding anything in the Debt Financing Letters, Definitive Debt Documents, or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to the availability of the Bridge Loan Facility on the Closing Date shall be (A) such of the representations and warranties made by (or with respect to) the Acquired Business in the Purchase Agreement as are material to the interests of the Lenders or the Arranger, but only to the extent that you have (or your applicable affiliate has) the right to terminate your (or its) obligations under the Purchase Agreement or to decline to consummate the Acquisition as a result of a breach of such representations and warranties (as determined without giving effect to any waiver, amendment or other modification thereto, but after giving effect to any notice or cure periods contained in the Purchase Agreement) (collectively, the “Specified Purchase Agreement Representations”) and (B) the Specified Representations (as defined below) and (ii) the terms of the Definitive Debt Documents shall be in a form such that they do not impair availability of the Bridge Loan Facility on the Closing Date if the conditions set forth in Section 3 of this Commitment Letter (which shall also include, for the avoidance of doubt, the conditions set forth in Exhibit C to this Commitment Letter) are satisfied or waived by the Arranger (it being understood that, to the extent any lien search is not or cannot be provided or Collateral (other than to the extent that a lien on such Collateral may be perfected (x) by the filing of a financing statement under the Uniform Commercial Code, (y) by the delivery of stock certificates of the domestic subsidiaries of the Borrower together with undated stock powers executed in blank or (z) by the filing of a security agreement on the applicable form with the United States Patent and Trademark Office or the United States Copyright Office) is not or cannot be perfected, in each case, on the Closing Date after your use of commercially reasonable efforts to do so (without undue burden or cost), the provision of such lien searches and the perfection of such Collateral shall not constitute a condition precedent to the availability of the Bridge Loan Facility on the Closing Date, but the Borrower shall be required to have perfected within 60 days (or 120 days in the case of real property and related fixtures and perfection of aircraft collateral) after the Closing Date (subject to extensions agreed to in writing by the Administrative Agent)). For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Definitive Debt Documents relating to corporate or other organizational existence the Credit Parties (as defined in Exhibit C hereto), organizational power and authority of the Credit Parties (as to execution, delivery and performance of the applicable Definitive Debt Documents), the due authorization, execution, delivery and enforceability of the applicable Definitive Debt Documents as to the Credit Parties, solvency of the Borrower and its subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions (with solvency to be defined in a manner consistent with the solvency certificate attached as Schedule A to Exhibit C hereto), no conflicts of the Definitive Debt Documents with charter documents, material laws or material agreements, Federal Reserve margin regulations, the Patriot Act, Beneficial Ownership Regulation, use of proceeds not violating the (i) FCPA, (ii) OFAC/AML and (iii) other anti-terrorism laws, the Investment Company Act, and, subject to permitted liens and the limitations set forth in the prior sentence, the creation, validity, perfection and priority of security interests. This paragraph shall be referred to herein as the “Certain Funds Provision”.

4. Syndication.

(a) We reserve the right, at any time prior to or after execution of the Definitive Debt Documents, to syndicate all or part of our Commitments to a syndicate of banks, financial institutions and other entities (which may include the Arranger) identified by us in consultation with you (collectively, the “Lenders”); provided that we will not syndicate to those persons that are (i) identified by name in writing to us by you prior to our signing of this Commitment Letter or (ii) competitors of you and your subsidiaries or of the Acquired Business that are separately identified in writing by you or the Borrower

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to us from time to time (which list of competitors may be supplemented by the Borrower after the Closing Date by means of a written notice to the Administrative Agent but which supplementation shall not apply retroactively to disqualify any persons (x) that have previously acquired an assignment or participation in the Bridge Loan Facility or (y) who have entered into a trade for either of the foregoing) or (iii) any affiliates of any person identified in (i) or (ii) above (which, for the avoidance of doubt, shall not include any bona fide debt investment funds that are affiliates of the persons referenced in clause (ii) above) that are either (A) identified by you or the Borrower to us in writing from time to time or (B) readily identifiable on the basis of affiliate names (collectively, the “Disqualified Institutions”); provided further that, no such syndication shall relieve us of our obligation to fund the Commitments on the Closing Date upon satisfaction or waiver of all applicable conditions on the Closing Date; provided, further, that unless you agree in writing, we shall retain exclusive control over the rights and obligations with respect to our Commitments in respect of the Bridge Loan Facility, including all rights with respect to consents, modifications, supplements and amendments, until the Closing Date has occurred. We will exclusively manage all aspects of any syndication in consultation with you, including decisions as to the selection of prospective Lenders to be approached, when they will be approached, when their commitments will be accepted, which prospective Lenders will participate (subject to your rights under the first sentence of this paragraph), the allocation of the commitments among the Lenders, any naming rights and the amount and distribution of fees to such Lenders. To assist us in our syndication efforts, you agree to prepare and provide (and to use your commercially reasonable efforts to cause the Acquired Business to prepare and provide) promptly to us all customary information with respect to the Borrower and the Transactions, including such Projections (defined below) as we may reasonably request in connection with the syndication of the Commitments. Following the consummation of the Acquisition, you shall cause the Acquired Business to prepare and provide us with such information if not previously provided.

(b) We intend to commence our syndication efforts promptly upon your execution of this Commitment Letter, and you agree to assist us actively (and, in all events, using your commercially reasonable efforts to the extent not in contravention of the terms of the Purchase Agreement) to complete a timely syndication that is reasonably satisfactory to us until the date that is the earlier of (i) 75 days after the Closing Date and (ii) the date on which a Successful Syndication (as defined in the Fee Letter) is achieved but in no event shall such date be earlier than the Closing Date (such earlier date referred to in clause (i) and (ii), the “Syndication Date”). Such assistance shall include, in each case to the extent not in contravention of the terms of the Purchase Agreement:

(i) using commercially reasonable efforts to ensure that our efforts benefit from your, the Parent’s and the Acquired Business’ existing lending and investment banking relationships,

(ii) direct contact between your and the Parent’s senior management, representatives and advisors, on the one hand, and the senior management, representatives and advisors of the proposed Lenders, on the other hand (and (x) prior to the consummation of the Acquisition, your using commercially reasonable efforts to cause, and (y) thereafter, your causing direct contact between senior management, representatives and advisors of the Acquired Business on the one hand, and the senior management, representatives and advisors of the proposed Lenders, on the other hand);

(iii) your assistance (and (x) prior to the consummation of the Acquisition, your using commercially reasonable efforts to cause, and (y) thereafter, your causing, the Acquired Business to assist) in the preparation of a confidential information memorandum (the “Confidential Information Memorandum”), and other reasonably necessary marketing materials to be used in connection with the syndication of our Commitments (together with the Confidential Information Memorandum the “Materials”);

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(iv) the provision to us of copies of any due diligence reports or memoranda prepared and delivered at your direction or at the direction of any of your affiliates by legal, accounting, tax or other third party advisors in connection with the Acquisition, subject to the delivery by us to you of customary non-disclosure and non-reliance agreements as shall be reasonably requested;

(v) your using commercially reasonable efforts to cause us to receive for distribution to the prospective Lenders, at least five business days prior to the Closing Date (or such shorter period of time as agreed by the Arranger), a copy of the definitive bridge loan agreement in respect of the Bridge Loan Facility in the form agreed to by the Arranger and the Borrower;

(vi) your using commercially reasonable efforts to obtain, prior to the launch of primary syndication, a monitored public corporate rating and a monitored public corporate family rating for the Borrower, after giving effect to the Transactions, from each of S&P Global Ratings, a division of S&P Global Inc. (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”), respectively, and monitored public facility ratings from each of S&P and Moody’s for the Notes; and

(vii) the hosting, with us, of at least one customary “bank meeting” of prospective Lenders (and, to the extent we request that senior management or representatives of the Acquired Business attend, using commercially reasonable efforts to cause such senior management or representatives to attend), and any number of additional meetings that we may deem reasonably necessary, which shall be at times and in such places as are mutually agreed.

(c) You agree, at our request, to assist in the preparation of a version of any Materials consisting exclusively of information and documentation that is either (i) publicly available or (ii) not material with respect to the Company, their affiliates or any of its or their securities for purposes of United States federal and state securities laws (such information and Materials, “Public Information”). In addition, you and we agree that, unless specifically labeled “Private – Contains Non-Public Information,” no Materials disseminated to potential Lenders in connection with the syndication of the Bridge Loan Facility, whether through an Internet website, electronically, in presentations, at meetings or otherwise, will contain any Material Non-Public Information (as defined below). Unless expressly identified as “Public Information”, including pursuant to the final sentence of this paragraph, each document to be disseminated by us to any Lender in connection with the syndication of the Bridge Loan Facility will be deemed to contain Material Non-Public Information and we will not make any such materials available to potential Lenders who do not wish to receive Material Non-Public Information. Any information and documentation that is not Public Information is referred to herein as “Material Non-Public Information.” It is understood that in connection with your assistance described above, authorization letters will be included in any information package and presentation whereby you authorize the distribution of such information to prospective Lenders, it being understood that the authorization letter for Public Information shall contain a representation by you to the Lenders that the Public Information does not include any such Material Non-Public Information and each letter shall contain a customary “10b-5” representation. You acknowledge and agree that the following documents contain and shall contain solely Public Information (unless you notify us promptly that any such document contains Material Non-Public Information): (i) drafts and final Definitive Debt Documents with respect to the Bridge Loan Facility, (ii) administrative materials prepared by us for prospective Lenders (including a lender meeting invitation, Lender allocations, if any, and funding and closing memoranda), and (iii) notification of changes in the terms of the Bridge Loan Facility. If reasonably requested by us, you shall identify Public Information by clearly and conspicuously marking the same as “PUBLIC”.

(d) You agree that all Materials and Information (as defined below) (including draft and execution versions of the Definitive Debt Documents and draft or final offering materials relating to contemporaneous or prior securities issuances by the Borrower) may be disseminated in accordance with

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our standard syndication practices (including through hard copy and via one or more internet sites (including an IntraLinks, SyndTrak or similar workspace), e-mail or other electronic transmissions). Without limiting the foregoing, you will use commercially reasonable efforts to obtain contractual undertakings from the Acquired Business to authorize the use of its logo in connection with any such dissemination. Notwithstanding anything in Section 9 to the contrary, you further agree that, at our expense and, prior to closing of the Transactions, subject to your approval (not to be unreasonably withheld or delayed), we may place advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of information on the Internet or worldwide web as we may choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone” or otherwise, containing information customarily included in such advertisements and materials, including (i) the names of the Borrower and its subsidiaries (or any of them), (ii) our and our affiliates’ titles and roles in connection with the Transactions, and (iii) the amount, type and closing date of such Transactions.

(e) We agree that none of the advertisements, tombstones or other promotional materials placed or disseminated by us in connection with the syndication of the Commitments will state or imply, directly or indirectly, that the Parent has, will or may (i) guarantee the Bridge Loans or (ii) have any direct or indirect obligation after the Closing Date to subscribe for additional equity in the Borrower, maintain or preserve the Borrower’s financial condition or to achieve any specified level of the Borrower’s operating results.

5. Information. You represent, warrant and covenant that (and, with respect to the Target and its subsidiaries, to the best of your knowledge that):

(a) all written information and data other than the Projections (as defined below) and forward-looking statements and information of a general economic or industry-specific nature that has been or will be made available to us by or on behalf of you or the Acquired Business or any of your or their respective representatives in connection with the Transactions (including the Materials, the “Information”), taken as a whole, is or will be, when furnished, complete and correct in all material respects,

(b) none of the Information shall, when furnished or on the Closing Date and when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements are made, and

(c) all projections and other forward-looking information that have been or will be made available to us by or on behalf of you or the Acquired Business or any of your or their respective representatives (collectively, the “Projections”) have been or will be prepared in good faith based upon (i) accounting principles consistent with the most recent historical audited financial statements of the Target, and (ii) assumptions that are believed by you to be reasonable at the time made and at the time the related Projections are made available to us (it being understood that any such Projections are subject to uncertainties and contingencies, some of which are beyond your control, that no assurance can be given that any particular Projections will be realized, that actual results may differ and that such differences may be material).

You agree that, if at any time prior to the later of the Closing Date and the Syndication Date, you become aware that any of the representations and warranties in the preceding sentence would be incorrect if the Information or Projections were then being furnished and such representations and warranties were then being made, you shall, at such time, supplement promptly such Information and/or Projections, as the case may be, in order that such representations and warranties will be correct under those circumstances.

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You shall be solely responsible for Information and the Projections, including the contents of all Materials other than any contents relating to us or our respective affiliates. We (i) will be relying on Information, the Projections and data provided by or on behalf of you or the Acquired Business or any of your or their respective representatives or otherwise available from generally recognized public sources, without having independently verified the accuracy or completeness of the same, (ii) do not assume responsibility for the accuracy or completeness of any such Information, Projections and data and (iii) will not make an appraisal of the assets or liabilities of the Acquired Business. You shall (i) furnish us with all Information and data that we may reasonably request in connection with our activities on behalf of you and your affiliates and (ii) provide us full access, as reasonably requested, to your officers, directors, employees and professional advisors and use commercially reasonable efforts to provide us full access, as reasonably requested, to those of the Acquired Business; provided that, following the consummation of the Acquisition, you shall cause the Acquired Business to provide us full access, as reasonably requested, to such persons or entities.

6. Clear Market. You agree that, from the date hereof until the earlier of (a) the date on which a Successful Syndication has been achieved; provided that such date shall not be earlier than the Closing Date, and (b) the date that is 75 days after the Closing Date, you will not, and you will use your commercially reasonable efforts not to permit the Acquired Business or any of your or its respective affiliates to, directly or indirectly, (i) syndicate, place, sell or issue, (ii) attempt or offer to syndicate, place, sell or issue, (iii) announce or authorize the announcement of the syndication, placement, sale or issuance of, or (iv) engage in discussions concerning the syndication, placement, offering, sale or issuance of, (x) any debt facility, or debt, equity-linked or equity security of the Acquired Business or any of its subsidiaries and/or (y) any debt facility or debt security of the Parent (in each case, other than (1) ordinary course capital leases, letters of credit and purchase money and equipment financings, aircraft leases transactions and debt financings in connection therewith (including, without limitation, sale and leaseback transactions) by the Parent and its affiliates other than the Acquired Business, (2) the Debt Financing contemplated hereby, the offering of the Permanent Securities (as defined in the Fee Letter) and the offering of the Convertible Notes described in the Transaction Description, (3) debt permitted to be incurred by the Acquired Business pursuant to the Purchase Agreement and (4) a working capital revolving debt facility at the Acquired Business or any of its subsidiaries in an amount not to exceed $20.0 million (including after giving effect to any consent by you or any of your affiliates to any such incurrence after the date hereof that you determine that you or any of your affiliates are required to give pursuant to the terms of the Purchase Agreement)), including any renewals or refinancings of any Existing Debt, without our prior written consent, which may be given or withheld in our sole discretion.

7. Fees and Expenses. As consideration for the Commitments and our other undertakings hereunder, you hereby agree to pay or cause to be paid to us and Jefco for our respective accounts the fees, expenses and other amounts set forth in the Debt Financing Letters.

8. Indemnification and Waivers. As consideration for the Commitments and our other undertakings hereunder, you agree to the provisions with respect to indemnification, waivers and other matters contained in Annex A hereto, which is hereby incorporated by reference in this Commitment Letter.

9. Confidentiality. This Commitment Letter is delivered to you on the understanding that neither the existence of this Commitment Letter or any other Debt Financing Letter nor any of their terms or substance will be disclosed by you, directly or indirectly, to any other person or entity except (a) as required by applicable law or compulsory legal process (in which case you agree to inform us promptly

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thereof, to the extent lawfully permitted to do so, and to cooperate with us in securing a protective order in respect thereof to the extent lawfully permitted to do so), (b) to your officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis and only in connection with the Transactions, (c) the existence of this Commitment Letter may be disclosed (but not the contents of this Commitment Letter or the Fee Letter) to rating agencies in connection with their review of the Bridge Loan Facility or the Acquired Business, (d) the information contained in this Commitment Letter (but not that contained in the Fee Letter) may be disclosed in the Confidential Information Memorandum or in connection with the syndication of the Bridge Loan Facility, (e) this Commitment Letter and, if redacted in a manner satisfactory to us, the Fee Letter may be disclosed to the Acquired Business, the Seller and their respective officers, directors, employees, attorneys, accountants and advisors, in each case on a confidential and need-to-know basis and only in connection with the Transactions, and (f) you may disclose this Commitment Letter (but not the Fee Letter) and its contents in any information memorandum or syndication distribution or offering memorandum related to the Notes or other debt financing, as well as in any proxy statement or other public filing relating to the Acquisition or the Bridge Loan Facility. You may also disclose, on a confidential basis, the aggregate amount of fees payable under the Fee Letter as part of a generic disclosure regarding sources and uses (but without disclosing any specific fees set forth therein) in connection with the syndication of the Bridge Loan Facility and/or the Notes Offering.

We agree to (and to cause our affiliates and our and our affiliates’ employees, representatives or other agents to) maintain the confidentiality of all confidential information provided to us by or on behalf of you, the Target and/or your respective subsidiaries (“Company Information”), except that Company Information may be disclosed (a) to our and our affiliates’ directors, officers, employees, agents, advisors and other representatives, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Company Information and instructed to keep such Company Information confidential), (b) to the extent requested by any regulatory authority, (c) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by any governmental or self-regulatory authority, applicable law or regulation or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under any of the Definitive Debt Documents or any suit, action or proceeding relating to this Commitment Letter or any of the Definitive Debt Documents, or the enforcement of rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this paragraph, to any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to you and your obligations, (f) with your express prior written consent, (g) to prospective lenders, participants or any rating agency or as is otherwise required in connection with the syndication, (h) for purposes of establishing a “due diligence” defense or (i) to the extent such Company Information (1) becomes publicly available other than as a result of a breach of this paragraph by us or (2) becomes available to us or any of our affiliates on a non-confidential basis from a source other than you, so long as such source is not, to our knowledge, subject to confidentially obligations to you or the Target; provided, that the disclosure of any such Company Information to Lenders or prospective Lenders or participants or prospective participants referred to above shall be made subject to the acknowledgment and acceptance by such party that such information is being disseminated on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you and us, including, without limitation, as set forth in any confidential information memorandum or other marketing materials) in accordance with our standard syndication processes or market standards for dissemination of such type of information, which shall in any event require “click through” or other affirmative action on the part of the recipient to access such confidential information and acknowledge its confidentiality obligations in respect thereof. Any person required to maintain the confidentiality of Company Information as provided in this paragraph shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Company Information as such person would accord to its own

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confidential information. Our obligations set forth in this paragraph shall terminate upon the earlier of (i) two years from the date hereof and (ii) the date of execution and delivery of the Definitive Debt Documents, at which time this paragraph shall be superseded by the relevant terms and provisions therein; provided that the termination of our (and our affiliates’ and our and our affiliates’ employees, representatives or other agents’) obligations under this paragraph shall not relieve our responsibilities in respect of any breach of this paragraph prior to such termination.

Notwithstanding anything herein to the contrary, you and we (and any of your and our respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the Debt Financing Letters and all materials of any kind (including opinions or other tax analyses) that are provided to you or us relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the identity of any existing or future party (or any affiliate of such party) to any Debt Financing Letter, and (ii) neither you nor we shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by the Debt Financing Letters is the purported or claimed U.S. federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of such transactions.

10. Conflicts of Interest; Absence of Fiduciary Relationship. You acknowledge and agree that:

(a) we and/or our affiliates and subsidiaries (the “Jefferies Group”), in our and their respective capacities as principal or agent are involved in a wide range of commercial banking and investment banking activities globally (including investment advisory, asset management, research, securities issuance, trading, and brokerage) from which conflicting interests or duties may arise and, therefore, conflicts may arise between (i) our interests and duties hereunder and (ii) the duties or interests or other duties or interests of another member of the Jefferies Group,

(b) we and any other member of the Jefferies Group may, at any time, (i) provide services to any other person, (ii) engage in any transaction (on our or its own account or otherwise) with respect to you or any member of the same group as you or (iii) act in relation to any matter for any other person whose interests may be adverse to you or any member of your group (a “Third Party”), and may retain for our or its own benefit any related remuneration or profit, notwithstanding that a conflict of interest exists or may arise and/or any member of the Jefferies Group is in possession or has come or comes into possession (whether before, during or after the consummation of the transactions contemplated hereunder) of information confidential to you; provided that such confidential information shall not be used by us or any other member of the Jefferies Group in entering into any transaction with (for its own account or otherwise), or performing services for or providing advice to, any Third Party. You accept that permanent or ad hoc arrangements/information barriers may be used between and within our divisions or divisions of other members of the Jefferies Group for this purpose and that locating directors, officers or employees in separate workplaces is not necessary for such purpose,

(c) information that is held elsewhere within us or the Jefferies Group, but of which none of the individual directors, officers or employees having primary responsibility for the consummation of the transactions contemplated by this Commitment Letter actually has knowledge (or can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining our responsibilities to you hereunder,

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(d) neither we nor any other member of the Jefferies Group shall have any duty to disclose to you, or utilize for your benefit, any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on our or its own account or otherwise) or otherwise carrying on our or its business,

(e) we and our affiliates have been retained by the Parent as an advisor (in such capacity, the “Advisor”) in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from the engagement of the Advisor and/or its affiliates’ in arranging or providing or contemplating arranging or providing any buy-side financial advice and assistance to the Parent, on the one hand, and our and our affiliates’ relationships with you as described and referred to herein, on the other hand. You acknowledge that, in such capacity, the Advisor may recommend that the Parent not pursue or accept the terms of the Acquisition or advise the Parent in other manners adverse to your interests. Each of the parties hereto acknowledges (i) our retention as the Advisor and (ii) that such relationship does not create any fiduciary duties or fiduciary responsibilities to such party on the part of us or our affiliates.

(f) (i) except as described in clause (e) above and for the obligations expressly provided for under the Debt Financing Letters or any other separate engagement letter, neither we nor any of our affiliates have assumed any advisory responsibility or any other obligation in favor of the Company or any of its affiliates, (ii) we and our affiliates, on the one hand, and the Company and its affiliates, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Company or any of its affiliates rely on, any fiduciary duty on the part of us or any of our affiliates and (iii) we are (and are affiliated with) full service financial firms and as such may effect from time to time transactions for our own account or the account of customers, and hold long or short positions in debt, equity-linked or equity securities or loans of companies that may be the subject of the transactions contemplated by this Commitment Letter (and, in particular, we and any other member of the Jefferies Group may at any time hold debt or equity securities for our or its own account in the Company). With respect to any securities and/or financial instruments so held by us, any of our affiliates or any of our respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of such rights, in its sole discretion. You hereby waive and release, to the fullest extent permitted by law, any claims you have, or may have, with respect to (i) any breach or alleged breach of fiduciary duty (and agree that we shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors) or (ii) any conflict of interest arising from such transactions, activities, investments or holdings, or arising from our failure or the failure of any of our affiliates to bring such transactions, activities, investments or holdings to your attention, and

(g) neither we nor any of our affiliates are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated by the Debt Financing Letters, and neither we nor our affiliates shall have responsibility or liability to you with respect thereto other than as expressly set forth herein. Any review by us, or on our behalf, of the Company, the Transactions, the other transactions contemplated by the Debt Financing Letters or other matters relating to such transactions will be performed solely for our benefit and shall not be on behalf of you or any of your affiliates.

11. Choice of Law; Jurisdiction; Waivers. The Debt Financing Letters, and any claim, controversy or dispute arising under or related to the Debt Financing Letters (whether based upon contract, tort or otherwise), shall be governed by, and construed in accordance with, the laws of the State

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of New York without regard to conflict of law principles (other than sections 5-1401 and 5-1402 of the New York General Obligations Law). To the fullest extent permitted by applicable law, you and we hereby irrevocably submit to the exclusive jurisdiction of any New York State court or Federal court sitting in the County of New York and the Borough of Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of any Debt Financing Letter and irrevocably agree that all claims in respect of any such claim, suit, action or proceeding may be heard and determined in any such court and that service of process therein may be made by certified mail, postage prepaid, to their respective addresses set forth above; provided that suit for the recognition or enforcement of any judgment obtained in any such New York State or Federal court may be brought in any other court of competent jurisdiction. You and we hereby waive, to the fullest extent permitted by applicable law, any objection that you or we may now or hereafter have to the laying of venue of any such claim, suit, action or proceeding brought in any such court, and any claim that any such claim, suit, action or proceeding brought in any such court has been brought in an inconvenient forum. You and we hereby waive, to the fullest extent permitted by applicable law, any right to trial by jury with respect to any claim, suit, action or proceeding (whether based upon contract, tort or otherwise) arising out of or relating to the Debt Financing Letters, any of the Transactions or any of the other transactions contemplated hereby or thereby. The provisions of this Section 11 are intended to be effective upon the execution of this Commitment Letter without any further action by you, and the introduction of a true copy of this Commitment Letter into evidence shall be conclusive and final evidence as to such matters.

12. Miscellaneous.

(a) This Commitment Letter may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this Commitment Letter by facsimile, PDF or other electronic transmission will be effective as delivery of a manually executed counterpart hereof.

(b) You may not assign any of your rights, or be relieved of any of your obligations, under this Commitment Letter without our prior written consent, which may be given or withheld in our sole discretion (and any purported assignment without such consent, at our sole option, shall be null and void). We may at any time and from time to time assign all or any portion of our Commitments hereunder to one or more of our affiliates or to one or more Lenders, whereupon we shall be released from the portion of our Commitments hereunder so assigned; provided that such assignment shall not relieve us of our obligation to fund on the Closing Date the portion of our Commitments so assigned to the extent such assignee fails, upon satisfaction or waiver by us of all conditions to such assignee making its initial extensions of credit on the Closing Date, to fund such assigned Commitments on the Closing Date. Any and all obligations of, and services to be provided by, us hereunder (including the Commitments) may be performed, and any and all of our rights hereunder may be exercised, by or through any of our affiliates or branches and we reserve the right to allocate, in whole or in part, to our affiliates or branches certain fees payable to us in such manner as we and our affiliates may agree in our and their sole discretion. You further acknowledge that we may share with any of our affiliates, and such affiliates may share with us, any information relating to the Transactions, you or the Acquired Business (and your and their respective affiliates), or any of the matters contemplated in the Debt Financing Letters in accordance with Section 9.

(c) This Commitment Letter has been and is made solely for the benefit of you, us and the indemnified persons (as defined in Annex A hereto) and your, our and their respective successors and permitted assigns, and nothing in this Commitment Letter, expressed or implied, is intended to confer or does confer on any other person or entity any rights or remedies under or by reason of this Commitment Letter or your and our agreements contained herein.

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(d) The Debt Financing Letters set forth the entire understanding of the parties hereto as to the scope of the Commitments and our obligations hereunder and thereunder. The Debt Financing Letters supersede all prior understandings and proposals, whether written or oral, between us and you relating to any financing or the transactions contemplated hereby and thereby.

(e) Notwithstanding anything in Section 9 to the contrary, you agree that we or any of our affiliates may make customary disclosures of information about the Transactions to market data collectors and similar service providers to the financing community, following consummation of the Transactions.

(f) We hereby notify you and, upon its becoming bound by the provisions hereof, each other party hereto, that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2006) (as amended from time to time, the “Patriot Act”), we and each Lender may be required to obtain, verify and record information that identifies the Credit Parties, which information includes the name, address, tax identification number and other information regarding the Credit Parties that will allow us or such Lender to identify the Credit Parties in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to us and each Lender. You agree that we shall be permitted to share any or all such information with the Lenders.

13. Amendment; Waiver. This Commitment Letter may not be modified or amended except in a writing duly executed by the parties hereto. No waiver by any party of any breach of, or any provision of, this Commitment Letter shall be deemed a waiver of any similar or any other breach or provision of this Commitment Letter at the same or any prior or subsequent time. To be effective, a waiver must be set forth in writing signed by the waiving party and must specifically refer to this Commitment Letter and the breach or provision being waived.

14. Surviving Provisions. Notwithstanding anything to the contrary in this Commitment Letter: (i) Sections 7 to and including 15 hereof shall (except for our confidentiality obligations in Section 9 which shall terminate or be superseded by the Definitive Debt Documents as provided therein) survive the expiration or termination of this Commitment Letter, regardless of whether the Definitive Debt Documents have been executed and delivered or the Transactions consummated, and (ii) Sections 2 and 4 to and including 13 hereof shall (except for our confidentiality obligations in Section 9 which shall terminate or be superseded by the Definitive Debt Documents as provided therein; provided, for the avoidance of doubt, your confidentiality obligations in Section 9 shall remain in full force and effect except as otherwise provided herein) survive execution and delivery of the Definitive Debt Documents and the consummation of the Transactions.

15. Acceptance, Expiration and Termination. Please indicate your acceptance of the terms of the Debt Financing Letters by returning to us executed counterparts of the Debt Financing Letters not later than 11:59 p.m., New York City time, on November 9, 2018 (the “Deadline”). The Debt Financing Letters are conditioned upon your contemporaneous execution and delivery to us, and the contemporaneous receipt by us, of executed counterparts of each Debt Financing Letter on or prior to the Deadline. This Commitment Letter will expire at such time in the event that you have not returned such executed counterparts to us by such time. Thereafter, except with respect to any provision that expressly survives pursuant to Section 14, this Commitment Letter (but not the Fee Letter) will terminate automatically on the earliest of (i) the date of termination of the Purchase Agreement, (ii) the closing of the Acquisition, (iii) the acceptance by the Target or any of its affiliates (or any of their respective equityholders) of an offer for all or any substantial part of the capital stock or property and assets of the Acquired Business (or any parent company thereof) other than as part of the Transactions, and (iv) 5:00 p.m., New York City time, on the Termination Date (as defined in the Purchase Agreement on

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the date hereof). In addition, our Commitment hereunder to provide Bridge Loans shall terminate upon the closing of the sale of the Notes (in escrow or otherwise).

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We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,
JEFFERIES FINANCE LLC
By:	/s/ Jason Kennedy
	Name: Jason Kennedy
	Title: Managing Director

Accepted and agreed to as of the

date first above written:

BRISTOW GROUP INC.
By:	/s/ L. Don Miller
	Name: L. Don Miller
	Title: Senior Vice President and Chief Financial Officer

[Signature Page to Commitment Letter]

ANNEX A TO COMMITMENT LETTER

INDEMNIFICATION AND WAIVER

Except as otherwise defined in this Annex A, capitalized terms used but not defined herein have the meanings assigned to them elsewhere in this Commitment Letter.

Bristow Group Inc. (“you”) hereby agree (i) to indemnify and hold harmless Jefferies Finance LLC (“we” or “us”) and our affiliates and subsidiaries (including Jefferies & Company, Inc. (“Jefco”)) and each of the respective officers, directors, partners, trustees, employees, advisors, agents, representatives, attorneys-in-fact, members, successors, assigns and controlling persons of each of the foregoing (each, an “indemnified person”) from and against any and all losses, claims, damages and liabilities (collectively, “Losses”) to which any such indemnified person, directly or indirectly, may become subject arising out of, relating to, resulting from or otherwise in connection with the Debt Financing Letters, the Debt Financing, the use of the proceeds therefrom, the Transactions, any of the other transactions contemplated by the Debt Financing Letters, or any action, claim, suit, litigation, investigation, inquiry or proceeding (each, a “Claim”) directly or indirectly arising out of, relating to, resulting from or otherwise in connection with any of the foregoing (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNIFIED PERSON), regardless of whether any indemnified person is a named party thereto or whether such Claim is brought by you, any of your affiliates or a third party and (ii) to reimburse each indemnified person promptly following written demand (together with reasonably detailed documentation describing such Claim) for all reasonable and documented costs and expenses (including, without limitation, fees and expenses of counsel) incurred by the indemnified person (including all such costs and expenses incurred to enforce the terms of this Commitment Letter) as they are actually incurred in connection with investigating, preparing, defending or settling any Claim, directly or indirectly, arising out of, relating to, resulting from or otherwise in connection with any of the foregoing, whether or not any indemnified person is a named party thereto or whether such Claim is brought by you, any of your affiliates or a third party, (including in connection with the enforcement of the indemnification obligations and waivers set forth in this Annex A); provided, however, that no indemnified person will be entitled to indemnity hereunder in respect of any Loss or reimbursement for costs and expenses relating to any Loss to the extent that it is found by a final, non-appealable judgment of a court of competent jurisdiction that such Loss resulted directly from the bad faith, gross negligence or willful misconduct of such indemnified person, and such indemnified person shall promptly repay such reimbursed costs and expenses to you. In addition, in no event will you or any of your affiliates or the Acquired Business or any indemnified person be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings), whether, directly or indirectly, as a result of any failure to fund all or any portion of the Debt Financing or otherwise arising out of, relating to, resulting from or otherwise in connection with the Debt Financing or arising out of, relating to, resulting from or otherwise in connection with any Claim or otherwise; provided, for the avoidance of doubt, that the foregoing does not limit or otherwise modify your and your affiliates’ and the Acquired Business’s and any indemnified person’s indemnification obligations as provided elsewhere herein. In addition, no indemnified person will be liable for any damages arising from the use by unauthorized persons of Information, Projections or other Materials sent through electronic, telecommunications or other information transmission systems that are intercepted or otherwise obtained by such persons except to the extent it is found by a final, non-appealable judgment of a court of competent jurisdiction that such damages resulted directly from the bad faith, gross negligence or willful misconduct of such indemnified person. You shall not be liable for any settlement of any proceeding effected without your written consent (such consent not to be unreasonably withheld, delayed or conditioned) unless (1) such settlement is entered into more than 30 days after receipt by you of an indemnified person’s request to settle such action, (ii) you shall not have reimbursed the indemnified

Annex A-1

person in accordance with the indemnified person’s request of you to reimburse the indemnified person for the reasonable and documented fees and expenses of counsel as contemplated herein prior to the date of such settlement and (iii) such indemnified person shall have given you at least 30 days’ prior notice of its intention to settle.

You shall not settle or compromise or consent to the entry of any judgment in or otherwise seek to terminate any pending or threatened Claim in which any indemnified person is or could be a party and as to which indemnification or contribution could have been sought by such indemnified person hereunder whether or not such indemnified person is a party to any Debt Financing Letter, unless (i) such indemnified person and each other indemnified person from which such indemnified person could have sought indemnification or contribution have given their prior written consent, which shall not be unreasonably withheld, conditioned or delayed, or (ii) the settlement, compromise, consent or termination (A) includes an express unconditional release of all indemnified persons and their respective affiliates from all Losses, directly or indirectly, arising out of, relating to, resulting from or otherwise in connection with such Claim and (B) does not include any statement as to or any admission or assumption of fault, culpability, wrongdoing or a failure to act by or on behalf of any indemnified person.

If for any reason (other than the bad faith, gross negligence or willful misconduct of an indemnified person as provided above) the foregoing indemnity is unavailable to an indemnified person or insufficient to hold an indemnified person harmless, then you to the fullest extent permitted by law, shall contribute to the amount paid or payable by such indemnified person as a result of such Losses in such proportion as is appropriate to reflect the relative benefits received by you, on the one hand, and by us, on the other hand, from the Transactions or, if allocation on that basis is not permitted under applicable law, in such proportion as is appropriate to reflect not only the relative benefits received by you, on the one hand, and us, on the other hand, but also the relative fault of you, on the one hand, and us, on the other hand, as well as any relevant equitable considerations. Notwithstanding the provisions hereof, the aggregate contribution of all indemnified persons to all Losses shall not exceed the amount of fees actually received by us and Jefco pursuant to the Fee Letter and the Engagement Letter. For the purposes of this paragraph, it is hereby further agreed that (i) the relative benefits to you, on the one hand, and us, on the other hand, with respect to the Transactions shall be deemed to be in the same proportion as (x) the total value paid or received or contemplated to be paid or received by you, your equityholders and/or your or their respective affiliates, as the case may be, in the Transactions, whether or not the Transactions are consummated, bears to (y) the fees actually paid to us and Jefco under the Fee Letter and the Engagement Letter and (ii) the relative fault of you, on the one hand, and us, on the other hand, with respect to the Transactions shall be determined by reference to, among other things, whether any 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 you, any of your affiliates and/or any of your or their respective officers, directors, partners, trustees, employees, affiliates, shareholders, advisors, agents, representatives, attorneys-in-fact and controlling persons or by us, as well as your and our relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The indemnity, contribution and expense reimbursement obligations set forth herein (i) shall be in addition to any liability you may have to any indemnified person at law, in equity or otherwise, (ii) shall survive the expiration or termination of the Debt Financing Letters (other than, to the extent covered by the Definitive Debt Documents, upon our execution of the Definitive Debt Documents), (iii) shall apply to any modification, amendment, waiver or supplement of our and any of our affiliates’ commitment and/or engagement, (iv) shall remain operative and in full force and effect regardless of any investigation made by or on behalf of us or any other indemnified person and (v) shall be binding on any successor or assign of you and the successors or assigns to any substantial portion of your business and assets.

*    *    *

Annex A-2

ANNEX B TO COMMITMENT LETTER

TRANSACTION SUMMARY: PROJECT EMERALD

Capitalized terms used but not defined in this Transaction Summary shall have the meanings set forth in the other Exhibits and Annexes to the Commitment Letter to which this Transaction Summary is attached (the “Commitment Letter”). In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Transaction Summary shall be determined by reference to the context in which it is used.

Bristow Group Inc. (the “Parent”) and its newly formed wholly owned bankruptcy remote domestic subsidiary Bear Acquisition I, LLC, a Delaware limited liability company (“Merger Sub 1”), (which will be designated substantially simultaneously with its formation as an “unrestricted subsidiary” under the documents governing the Parent’s applicable outstanding indebtedness and which shall have been created as a bankruptcy remote subsidiary pursuant to documentation reasonably satisfactory to the Arranger) have entered into a Stock Purchase Agreement (the “Purchase Agreement”) to acquire (the “Acquisition”) all of the issued and outstanding capital stock of Columbia Helicopters, Inc., an Oregon corporation (the “Target”), from the existing shareholders of the Target (collectively, the “Sellers”) and to refinance (together with any applicable prepayment premium or fee, with the commitments thereunder being terminated, and all guarantees, liens and security interests in respect thereof being released) all of the Existing Debt. In connection therewith, it is intended that:

(a) Prior to the Closing Date, Merger Sub 1 will issue and sell senior secured notes (the “Notes”) in a Rule 144A or other private placement in an amount equal to the amount of the Bridge Loan Facility described in the Summary of Terms of the Bridge Loan Facility attached as Exhibit A to the Commitment Letter or in such lesser amount as Merger Sub 1 shall determine in its sole discretion prior to the launch of the syndication of the Bridge Loan Facility; to the extent that less than the full amount of the Notes are obtained on or prior to the Closing Date, Merger Sub 1 (including its successor) will borrow up to the difference in Bridge Loans (as defined elsewhere in the Commitment Letter) under the Bridge Loan Facility. Prior to or contemporaneously with any sale and issuance of Notes, the Parent shall have made a cash capital contribution to Merger Sub 1 (the “Accrued Interest Escrow”) at least equal to interest that would accrue on the Notes from the date of issuance to the last possible date of the Acquisition (the “Deadline”); such amount, together with the proceeds of the Notes, shall be deposited in an escrow (such funds, the “Escrowed Funds”). If the Acquisition occurs on or before the Deadline, the Escrowed Funds shall be released to Merger Sub 1 (including its successor); the Notes will be subject to mandatory redemption (funded by the Escrowed Funds) if the Acquisition has not occurred by the Deadline.

(b) On the Closing Date, the Parent will issue and sell $150,000,000 of its convertible secured notes (the “Convertible Notes”) as described in a commitment letter entered into on the date of the Purchase Agreement (such commitment letter as in effect on the date hereof, the “Convertible Notes Commitment Letter”), and the Parent will use (1) cash approximately in the amount of $25,000,000 less the Accrued Interest Escrow and (2) the proceeds of the Convertible Notes to capitalize Bear Acquisition II, Inc., a Delaware corporation (including its successors, “Merger Sub 2”), another newly formed wholly owned bankruptcy remote domestic subsidiary of the Parent which will be designated substantially simultaneously with its formation as an “unrestricted subsidiary” under the documents governing the Parent’s applicable outstanding indebtedness and which shall have been created as a bankruptcy remote subsidiary pursuant to documentation reasonably satisfactory to the Arranger; such capitalization will consist of Merger Sub 2 capital stock and Merger Sub 2 warrants, with the warrants exercisable in the event of the Parent’s bankruptcy. The Parent will convey the Merger Sub 2 warrants to the initial holders of the Convertible Notes.

Annex B-1

(c) The Parent will issue Parent common stock with a value (as determined in accordance with the Purchase Agreement) of approximately $67,000,000 to the Sellers as part of the consideration for the Target stock, with the result that such Target stock will be in the name of Merger Sub 2.

(d) Certain employees of the Target will be entitled to phantom awards from the Target as a result of the change of control effected by the Acquisition. Merger Sub 1 has agreed to cause the Parent to pay and discharge all of such awards; certain of such employees has agreed to use a portion of such employees’s award to purchase approximately $10,000,000 of Parent common stock (valued as per the Purchase Agreement).

(e) On the Closing Date:

a. the Escrowed Funds shall be released from escrow;

b. Merger Sub 1 shall merge into Merger Sub 2, with Merger Sub 2 as the survivor;

c. Merger Sub 2 shall acquire all of the Target’s issued and outstanding capital stock from the Sellers for Parent common stock (as described in clause (c) above) and cash;

d. Merger Sub 2 shall merge into the Target, with the Target as the survivor, and upon such merger the Target shall become an “unrestricted subsidiary” under the documents governing the Parent’s applicable outstanding indebtedness;

e. Concurrently with the merger of Merger Sub 2 into the Target, the Target shall be redomiciled in Delaware and its organizational documents shall be amended to reflect the bankruptcy remote features corresponding to those in the organizational documents for Merger Sub 2;

f. the Existing Debt shall be repaid, together with any applicable prepayment premium or fee, with the commitments thereunder being terminated and all guarantees, liens and security interests in respect thereof being released (collectively, the “Refinancing”);

g. the Target shall assume the obligations under all outstanding Notes and/or Bridge Loans;

h. certain subsidiaries of the Target shall guarantee all of the outstanding Notes and/or Bridge Loans;

i. the Merger Sub 2 warrants conveyed to the initial holders of the Convertible Notes shall become warrants for Target capital stock, to be exercisable for 2/3 of the outstanding Target capital stock (after giving effect to the exercise of the warrants), and the pledge of Merger Sub 2 capital stock to secure the Convertible Notes will become a pledge of Target capital stock; and

j. all fees, premiums, expenses and other transaction costs incurred in connection with the Transactions (the “Transactions Costs”) will be paid.

The issuance of the Notes and/or the borrowing of the Bridge Loans is referred to as the “Debt Financing” and the contributions by the Parent to or on behalf of Merger Sub 1 and Merger Sub 2 (with all such contributions to be in the form of common equity) in the aggregate amount (inclusive of cash and non-cash contributions, and including the transactions described in clauses (c) and (d) above) of at least $250,000,000 are referred to collectively as the “Equity Contribution.” The Debt Financing and the Equity Contribution, together with the Acquisition, the merger of Merger Sub 1 into Merger Sub 2, the merger of Merger Sub 2 into the Target, the Refinancing and the payment of the Transactions Costs, are collectively referred to as the “Transactions.”

If there is no change in the total consideration for the Acquisition, any increase of the Equity Contribution over $250,000,000 on the Closing Date shall result in an automatic and permanent reduction of the amount of commitments in respect of the Bridge Loan Facility by the amount of such increase (the “Bridge Reduction”).

Annex B-2

EXHIBIT A TO COMMITMENT LETTER

SUMMARY OF TERMS OF THE BRIDGE FACILITY

Set forth below is a summary of certain of the terms of the Bridge Loan Facility and the documentation related thereto. Capitalized terms used and not otherwise defined in this Exhibit A have the meanings set forth elsewhere in this Commitment Letter.

I. Parties

Borrower Initially, the Acquiror; provided that upon consummation of the Acquisition, Target shall become the borrower (the “Borrower”).

Guarantors Each of the direct and indirect wholly-owned subsidiaries of the Borrower (other than (i) any subsidiary that is a “controlled foreign corporation” within the meaning of section 957 of the United States Tax Code of 1986, as amended (a “CFC”), to the extent making such CFC a guarantor would result in non de minimis adverse tax consequences to the Borrower, and any and all direct or indirect subsidiaries of such CFC, (ii) any subsidiary that has no material assets other than equity of CFCs described in (i) (a “CFC Holding Company”), and CFC Holding Companies and (iii) certain immaterial subsidiaries subject to a materiality threshold to be agreed) (collectively, the “Guarantors;” the Borrower and the Guarantors, collectively, the “Credit Parties”).

Lead Arranger, Syndication Agent and Book-Runner Jefferies Finance LLC (“Jefferies Finance”) and/or one or more of its affiliate designees (in such capacities, the “Arranger”). The Arranger will perform the duties customarily associated with such role.

Administrative Agent Jefferies Finance and/or one or more of its affiliate designees (in such capacity, the “Administrative Agent”). The Administrative Agent will perform the duties customarily associated with such role.

Collateral Agent: Jefferies Finance and/or one or more of its affiliate designees (in such capacity, the “Collateral Agent”). The Collateral Agent will perform the duties customarily associated with such role.

Lenders A syndicate of banks, financial institutions and other entities, excluding Disqualified Institutions (which may include the Arranger, collectively, the “Lenders”), arranged by the Arranger in consultation with the Borrower.

Exhibit A-1

Closing Date The date, on or before the date on which the Commitments are terminated in accordance with Section 15 of this Commitment Letter, on which the Acquisition is consummated (the “Closing Date”).

Bridge Loan Documents The definitive documentation governing or evidencing the Bridge Loans, the Extended Term Loans and the Exchange Notes (collectively, the “Bridge Loan Documents”).

II. Bridge Loan Facility

Bridge Loans An aggregate principal amount of $360.0 million of Senior Secured Increasing Rate Bridge Loans (the “Bridge Loans”) (as such amount may be reduced by any Bridge Reduction described in Annex B to the Commitment Letter and the gross cash proceeds from any Senior Notes or other debt securities received by the Borrower on or prior to the Closing Date).

Use of Proceeds To finance, in part, the Transactions and to pay fees and expenses in connection with the foregoing.

Maturity One year from the initial funding date of the Bridge Loans (the “Bridge Loan Maturity Date”).

Rollover If the Bridge Loans are not repaid in full on or prior to the Bridge Loan Maturity Date, and provided that no Conversion Default (as defined below) has occurred and is continuing, the Bridge Loans shall be automatically converted on the Bridge Loan Maturity Date into senior secured term loans due on the fourth anniversary of the Bridge Loan Maturity Date (the “Extended Term Loans”) in an aggregate principal amount equal to the aggregate principal amount of Bridge Loans so converted. The Extended Term Loans will have the terms set forth in Exhibit B to this Commitment Letter.

At the option of the Lenders, Extended Term Loans may be exchanged by the holders thereof for exchange notes (“Exchange Notes”), which will have the terms set forth in Exhibit B to this Commitment Letter. The Exchange Notes will be issued under an indenture that will have the terms set forth in Exhibit B to this Commitment Letter. In connection with each such exchange, if requested by any Lender that is a Lender as of the Closing Date (each, an “Initial Bridge Lender”), the Borrower shall (i) deliver to the Lender that is receiving Exchange Notes, and to such other Lenders as such Initial Bridge Lender requests, an offering memorandum of the type customarily utilized in a Rule 144A offering of high yield

Exhibit A-2

securities covering the resale of such Exchange Notes by such Lenders, in such form and substance as reasonably acceptable to the Borrower and such Initial Bridge Lender, and keep such offering memorandum updated in a manner as would be required pursuant to a customary Rule 144A securities purchase agreement, (ii) execute an exchange agreement containing provisions customary in Rule 144A securities purchase agreements (including indemnification provisions), if requested by such Initial Bridge Lender, (iii) deliver or cause to be delivered such opinions and accountants’ comfort letters addressed to the Initial Bridge Lender and such certificates as the Initial Bridge Lender may request in form and substance satisfactory to the Initial Bridge Lender and (iv) take such other actions, and cause its advisors, auditors and counsel to take such actions, as reasonably requested by the Initial Bridge Lender in connection with issuances or resales of Exchange Notes, including providing such information regarding the business and operations of the Borrower and its subsidiaries as is reasonably requested by any prospective holder of Exchange Notes and customarily provided in due diligence investigations in connection with purchases or resales of securities. Notwithstanding the foregoing, the Borrower shall not be required to exchange Extended Term Loans for Exchange Notes unless at least $75.0 million of Exchange Notes would be outstanding immediately after such exchange and will not be required to issue Exchange Notes more than a number of times to be agreed in any calendar year.

“Conversion Default” shall mean any payment or bankruptcy Event of Default under the Bridge Loan Documents.

The Extended Term Loans will be governed by the provisions of the Bridge Loan Documents and will have the same terms as the Bridge Loans except as expressly set forth in Exhibit B to this Commitment Letter.

III. Certain Payment Provisions

Interest The Bridge Loans will bear interest at a rate per annum equal to three month LIBOR, adjusted quarterly, plus a spread of 8.00% (the “Rate”). The Rate will increase by (i) 50 basis points upon the three-month anniversary of the Closing Date, plus (ii) an additional 50 basis points upon each subsequent three-month anniversary following the initial three-month anniversary of the Closing Date. Interest on the Bridge Loans (excluding default interest, if any) shall not exceed the Total Cap (as defined in the Fee Letter). Interest will be payable quarterly in arrears, on the Bridge Loan Maturity Date and on the date of any prepayment of the Bridge Loans.

Exhibit A-3

Default Rate After the occurrence and during the continuation of an event of default under the Bridge Loan Facility, outstanding Bridge Loans and other amounts payable under the Bridge Loan Facility shall bear interest at 2.00% above the rate applicable to the Bridge Loans and shall be payable in cash on demand.

Optional Repayment The Bridge Loans may be repaid, in whole or in part, on a pro rata basis, at the option of the Borrower at any time upon 3 business days’ prior written notice (or such shorter time as is agreed by the Administrative Agent), at a price equal to 100% of the principal amount thereof, plus all accrued and unpaid interest and fees to the date of repayment.

Mandatory Repayment The Borrower will repay the Bridge Loans with the net proceeds from (i) any direct or indirect public offering or private placement of Notes or any other issuance or sale of (x) debt securities or equity securities of the Borrower, or (y) debt securities or equity securities of any of its subsidiaries (in each case, other than debt and equity securities issued or sold to the Parent or its subsidiaries), (ii) the incurrence of any other indebtedness for borrowed money (other than certain limited exceptions to be mutually agreed upon, including a working capital revolver (the “Working Capital Revolver” in an amount and with terms (including an intercreditor agreement) to be mutually agreed upon) by the Borrower or any of its subsidiaries, (iii) sales of assets or any issuance or sales of equity of any subsidiary of the Borrower (other than certain limited exceptions and customary reinvestment rights to be mutually agreed upon), and (iv) Extraordinary Receipts (to be defined) (in each case, with customary exceptions and reinvestment rights to be mutually agreed upon) or receipt of insurance or condemnation proceeds (in each case, with customary exceptions and reinvestment rights to be mutually agreed upon) by the Borrower or any of its subsidiaries (in connection with insurance or condemnation proceeds related to the Borrower or its subsidiaries), in each case, at 100% of the principal amount of the Bridge Loans repaid, plus accrued fees and all accrued and unpaid interest and fees to the date of the repayment.

Change of Control Each holder of the Bridge Loans will be entitled to require the Borrower, and the Borrower shall offer, to repay the Bridge Loans held by such holder, at a price of 100% of the principal amount thereof, plus all accrued

Exhibit A-4

fees and all accrued and unpaid interest to the date of repayment, upon the occurrence of a “change of control” (to be defined in the Bridge Loan Documents in a manner to be mutually agreed). For the avoidance of doubt, the exercise of warrants by the holders of the Convertible Notes (as defined in Annex B hereto) and/or the foreclosure of share pledge in connection therewith will not constitute a change of control.

IV. Collateral and Guarantees

Collateral The obligations under the Bridge Loan Facility will be secured by a perfected first-priority security interest in all or substantially all of the assets of Borrower and the Guarantors (but limited, in the case of voting stock of a CFC or a CFC Holding Company, to 66% of all such voting stock to the extent that the pledge of a greater percentage would result in non de minimis adverse tax consequences to the Borrower) (the items described above and all proceeds thereof, but excluding the Excluded Assets (as defined below), the “Collateral”). All security arrangements, including an intercreditor agreement with respect to the liens on accounts receivable, inventory and related assets securing the Working Capital Revolver, will be in form and substance reasonably satisfactory to the Collateral Agent and, subject to the Certain Funds Provision, will be perfected on the Closing Date, and none of the Collateral will be subject to any other liens or encumbrances, except as set forth in this section, subject to customary exceptions to be mutually agreed upon.

Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) any fee-owned real property subject to a value threshold to be agreed and any leasehold interests; (ii) motor vehicles and other assets subject to certificates of title, letter of credit rights (except to the extent perfection can be obtained by filing of uniform commercial code financing statements) and commercial tort claims with a value of less than an amount to be agreed; (iii) any lease, license or other similar agreement or any property subject to a purchase money security interest or similar arrangement permitted under the Bridge Loan Documents to the extent that a grant of a security interest therein would violate or invalidate such lease, license or similar agreement or purchase money arrangement or create a right of termination in favor of any other party thereto (other than the Borrower or a Guarantor) or requires a consent not obtained of any governmental authority or any other person (other than the Borrower or a Guarantor and, in

Exhibit A-5

each case, after your using commercially reasonable efforts to obtain such consent), in each case, after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code and other applicable law (including the U.S. Bankruptcy Code), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the Uniform Commercial Code notwithstanding such prohibition; (iv) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby, (v) intent to use trademarks or service mark applications until such time that an applicant with respect thereto file eithers a 15 U.S.C. 1051(c) amendment or a 15 U.S.C. 1051(d) verified statement of use, (vi) equity interests in subsidiaries that have no assets and do not conduct business activities, (vii)(A) deposit accounts exclusively used for payroll taxes or employee benefits (including, without limitation, pension fund accounts and 401(k) accounts), (B) deposit accounts exclusively used for taxes, including, without limitation, sales taxes, (C) escrow accounts, (D) fiduciary or trust accounts or cash collateral accounts supporting letters of credit, (E) deposit accounts that are zero balance accounts, (F) accounts having a minimum balance (individually and in the aggregate) to be mutually agreed, and (viii) aircraft with an aggregate fair market value of no more than a percentage (to be agreed) of the aggregate fair market value of all aircraft of the Borrower and the Guarantors, as determined by the Borrower using the most recent desktop appraisals (the foregoing described in clauses (i) through (viii) are collectively, the “Excluded Assets”).

All the above-described pledges, security interests and mortgages shall be created on terms to be set forth in the Bridge Loan Documents; and none of the Collateral shall be subject to other pledges, security interests or mortgages (subject to customary exceptions for financings of this kind to be mutually agreed). Subject to the following paragraph, the security documents will not require that liens be perfected if such security interests cannot be perfected by (a) filing of UCC-1 financing statements (including with respect to commercial tort claims), (b) if an aircraft is registered with the Federal Aviation Authority (the “FAA”), the recording or filing of aircraft security agreements with the FAA and the international registry under the Cape Town Convention, (c) the filing of a security agreement on the applicable form with the United States Patent and Trademark Office or the United States Copyright Office, (d) the delivery of

Exhibit A-6

certificates evidencing capital stock or promissory notes, (e) delivery of chattel paper above a threshold to be agreed and (f) control agreements with respect to any deposit or securities accounts or uncertificated securities constituting pledged equity, and any reference herein or in the Definitive Debt Documents to perfected liens shall be a reference only to such methods of perfection.

Notwithstanding the foregoing, the Bridge Loan Documents will include limitations on jurisdictions of registration and operations of the aircraft to be agreed; provided however that the Borrower and the Guarantors shall have the right to transport aircraft to jurisdictions outside the United States (i) for use in connection with a customer contract or en route to or returning from any such operations on behalf of a customer (which transport shall be for limited periods to be agreed), (iii) for short term storage, maintenance and repair in the ordinary course of business, (iv) on a temporary basis in connection with flights in the ordinary course of business and (v) for such other purposes as are set forth in the security agreements.

Guarantees The Guarantors will unconditionally, and jointly and severally, guarantee the obligations of the Borrower in respect of the Bridge Loans (the “Guarantees”). Such Guarantees will be in form and substance reasonably satisfactory to the Administrative Agent and the Arranger. All Guarantees shall be guarantees of payment and performance, and not of collection.

V. Other Provisions

Conditions Precedent Subject to the Certain Funds Provision, the incurrence of the Bridge Loans under the Bridge Loan Facility on the Closing Date will be subject only to the applicable conditions precedent set forth in Section 3 of the Commitment Letter, the following paragraph and Exhibit C to the Commitment Letter.

Subject on the Closing Date to the Certain Funds Provision, (i) delivery of notice of borrowing (which shall contain no representations or warranties), and (ii) accuracy in all material respects of the Specified Acquisition Agreement Representations and the Specified Representations.

Representations and Warranties Customary for facilities and transactions of this type, taking into account the business, asset profile, size and customer concentration of the Acquired Business and its strategic and operational requirements, the following (to

Exhibit A-7

be applicable to the Borrower and its subsidiaries): organization and qualification, status and powers; due authorization, execution, delivery and enforceability of the Bridge Loan Documents; no conflicts; accuracy of financial statements, projections and other information; no material adverse effect; ownership of properties; intellectual property; equity interests and subsidiaries; litigation and compliance with laws (including laws regulating the Borrower’s business and industry and other regulatory matters) and governmental approvals; organizational documents, contractual obligations and material agreements; federal reserve regulations; Investment Company Act of 1940, as amended; use of proceeds; taxes; labor matters; solvency; employee benefit plans and ERISA; environmental matters; insurance; security documents and creation, validity, perfection and priority of security interests in the Collateral (subject to permitted liens); acquisition documents; anti-terrorism laws, money laundering activities and dealing with embargoed persons (including, without limitation, FCPA, Patriot Act, Beneficial Ownership Regulation, OFAC/AML and other anti-terrorism and export control laws); subject, in the case of certain of the foregoing representations and warranties, to “baskets”, exceptions and qualifications including for materiality to be mutually agreed upon.

Affirmative Covenants Customary for facilities and transactions of this type, taking into account the business, asset profile, size and customer concentration of the Acquired Business and its strategic and operational requirements, the following (to be applicable to the Borrower and its subsidiaries): delivery of financial statements, annual budget, accountants’ letters, projections, officers’ certificates and other information; notices of default, litigation and other material events; existence; maintenance of business and properties; maintenance of insurance; payment of taxes; employee benefits and ERISA; maintaining books and records; access to properties and inspections; use of proceeds; compliance with laws (including environmental laws and other regulatory matters); environmental reports; additional collateral and additional guarantors; further assurances, including as to security; information regarding Collateral; regulatory matters; and maintenance of ratings (at no particular level). The affirmative covenants will be subject to “baskets”, exceptions and qualifications including for materiality to be mutually agreed upon.

Negative Covenants Customary for facilities and transactions of this type but in any case no less restrictive to the Borrower than the

Exhibit A-8

negative covenants described in that certain Senior Secured Notes term sheet dated as of November 8, 2018, at 10:40 P.M. ET, and provided to you separately, and the business, asset profile, size and customer concentration of the Acquired Business and its strategic and operational requirements (to be applicable to the Borrower and its subsidiaries); provided, that prior to the Bridge Loan Maturity Date, the liens, debt and restricted payments covenants of the Bridge Loans may be more restrictive than is customary for high yield senior debt securities in a manner customary for bridge financings as reasonably agreed by the Arranger and the Borrower. For the avoidance of doubt, the restricted payments covenant will permit the distribution of 100% of the proceeds of the Bridge Loans to be used as a portion of the Purchase Price.

The negative covenants will also include a maintenance covenant related to the maintenance and preservation of the Borrower’s bankruptcy remote status.

The negative covenants will be subject to exceptions, qualifications including as to materiality and “baskets” to be mutually agreed upon.

Financial Maintenance Covenants None.

Events of Default; Remedies Customary for facilities and transactions of this type, the following: nonpayment of principal when due; nonpayment of interest, fees or other amounts when due; inaccuracy of representations and warranties in any material respect; violation of covenants; cross-default and cross-acceleration; bankruptcy and insolvency events; material judgments; ERISA events; and actual or asserted invalidity or impairment of guarantees, security documents, or any other Bridge Loan Documents (including the failure of any lien on any material (defined in a manner to be agreed) portion of the Collateral to remain perfected with the priority required under the Bridge Loan Documents) or a material portion of the Collateral; subject to threshold, notice and grace period provisions to be agreed.

Voting Amendments and waivers with respect to the Bridge Loan Documents will require the approval of Lenders holding not less than a majority of the aggregate principal amount of the Bridge Loans, Extended Term Loans or Exchange Notes, as the case may be (the “Required Lenders”), except that (i) the consent of each Lender directly affected thereby shall be required with respect to (a) reductions in the amount or extensions of the final

Exhibit A-9

maturity of any Bridge Loan, Extended Term Loan or Exchange Note, as the case may be, or the reduction of the non-call period for any Exchange Note, as applicable, (b) reductions in the rate of interest (other than a waiver of default interest) or any fee (including any prepayment fee) or other amount payable or extensions of any due date thereof, (c) increases in the amount or extensions of the expiration date of any Lender’s commitment or (d) modifications to the assignment provisions of the Bridge Loan Documents that further restrict assignments thereunder and (ii) the consent of 100% of the Lenders shall be required with respect to (a) reductions of any of the voting percentages or the pro rata provisions, (b) releases of all or substantially all of the value of the guarantees of the Guarantors or all or substantially all of the Collateral or (c) alterations of (or additions to) the restrictions on the ability of Lenders to exchange Extended Term Loans for Exchange Notes, (d) modification of the rights to exchange Extended Term Loans into Exchange Notes or (e) assignments by any party hereto of its rights or obligations under the Bridge Loan Facility.

Transferability Each holder of Bridge Loans will be free to (x) sell or transfer all or, subject to minimum amounts to be agreed, any part of its Bridge Loans to any third party (other than Disqualified Institutions and natural persons) with the consent of the Administrative Agent (not to be unreasonably withheld) in compliance with applicable law, provided, that no such consent shall be required for any assignment by any holder of Bridge Loans to any of its affiliates, related funds or funds managed by the same manager (provided that such holder shall give prompt written notice to the Administrative Agent and the Borrower of any such sale or transfer); provided that, prior to the Bridge Loan Maturity Date, unless a payment or bankruptcy Event of Default has occurred and is continuing or there has been a Demand Failure (as defined in the Fee Letter), the Lenders may not assign more than 50% of the principal amount of the Bridge Loans without the consent of the Borrower (not to be unreasonably withheld), (y) sell participations in all or a portion of the Bridge Loans (subject to customary voting restrictions), and (z) pledge any or all of the Bridge Loans in accordance with applicable law.

Cost and Yield Protection Each holder of Bridge Loans will receive cost and interest rate protection customary for facilities and transactions of this type, including compensation in respect of prepayments, taxes (including gross-up provisions for withholding taxes imposed by any

Exhibit A-10

governmental authority, subject to customary limitations), changes in capital requirements, guidelines or policies or their interpretation or application after the Closing Date (including, for the avoidance of doubt (and regardless of the date adopted or enacted), with respect to (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations with respect thereto and (y) all requests, rules, guidelines and directions promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any similar or successor agency, or the United States or foreign regulatory authorities, in each case, pursuant to Basel III)), illegality, change in circumstances, reserves and other provisions deemed reasonably necessary by the Arranger to provide customary protection for U.S. and non-U.S. financial institutions and other lenders.

Expenses The Borrower shall pay (i) all reasonable and reasonably documented out-of-pocket expenses of the Administrative Agent, the Collateral Agent and the Arranger associated with the syndication of the Bridge Loan Facility and the preparation, negotiation, execution, delivery, filing and administration of the Bridge Loan Documents and any amendment or waiver with respect thereto (including fees and expenses of counsel (which shall be a single firm of attorneys (and, in the case of an actual or perceived conflict of interest, of another firm of attorneys in each relevant jurisdiction) and if necessary, aviation counsel, and the fees and expenses of any other independent experts retained by Jefferies after consultation with the Borrower), in each case to the Administrative Agent, the Collateral Agent, the Arranger and the Lenders, and the charges of IntraLinks, SyndTrak or a similar service) and (ii) all reasonable and reasonably documented out-of-pocket expenses of the Administrative Agent, the Collateral Agent, the Arranger, any other agent appointed in respect of the Bridge Loan Facility and the Lenders (including the fees, disbursements and other charges of external counsel and consultants) in connection with the enforcement of, or protection or preservation of rights under, the Bridge Loan Documents.

Indemnification The Bridge Loan Documents will contain customary indemnities to be mutually agreed for (i) the Arranger, the Collateral Agent, the Administrative Agent and the Lenders, (ii) each affiliate of any of the foregoing persons and (iii) each of the respective officers, directors, partners, trustees, employees, affiliates, shareholders, advisors, agents, attorneys-in-fact and controlling persons

Exhibit A-11

of each of the foregoing persons referred to in clauses (i) and (ii) above (other than as a result of such person’s gross negligence, willful misconduct, or bad faith as determined by a court of competent jurisdiction in a final and non-appealable ruling).

Governing Law and Forum State of New York.

No Recourse The Bridge Loan Documents will provide that there is (a) no recourse to the Parent or any of its subsidiaries other than the Borrower and its subsidiaries (the Parent and such subsidiaries, the “Restricted Group”) and (b) no direct or indirect obligation by any member of the Restricted Group to (1) subscribe for additional equity in the Borrower or any of its subsidiaries or (2) maintain or preserve the financial condition of the Borrower or any of its subsidiaries or to cause any of them to achieve any specified level of operating results.

Counsel to the Arranger and the Administrative Agent Latham & Watkins LLP

*    *    *

Exhibit A-12

EXHIBIT B TO COMMITMENT LETTER

SUMMARY OF TERMS OF EXTENDED TERM LOANS

AND EXCHANGE NOTES

Set forth below is a summary of certain of the terms of the Extended Term Loans and the Exchange Notes and the documentation related thereto. Capitalized terms used and not otherwise defined in this Exhibit B have the meanings set forth elsewhere in this Commitment Letter.

Extended Term Loans

On the Bridge Loan Maturity Date, so long as no Conversion Default has occurred and is continuing, the outstanding Bridge Loans will be converted automatically into Extended Term Loans. The Extended Term Loans will be governed by the provisions of the Bridge Loan Documents and, except as expressly set forth below, will have the same terms as the Bridge Loans.

Maturity The Extended Term Loans will mature on the fourth anniversary of the Bridge Loan Maturity Date.

Interest Rate The Extended Term Loans will bear interest at a rate per annum (the “Interest Rate”) equal to the Total Cap.

Notwithstanding the foregoing, after the occurrence and during the continuation of (i) a payment or bankruptcy default or event of default, or (ii) upon the request of the Required Lenders, any other event of default, interest will accrue on the Extended Term Loans at the then-applicable rate plus 2.0% per annum.

Covenants and Events of Default From and after the Bridge Loan Maturity Date, the covenants, defaults and events of default applicable to the Extended Term Loans will conform to those applicable to the Exchange Notes.

Exhibit B-1

Exchange Notes

At any time on or after the Bridge Loan Maturity Date, upon five or more business days’ prior notice, the Extended Term Loans may, at the option of any Lender, be exchanged for a principal amount of Exchange Notes equal to 100% of the aggregate principal amount of the Extended Term Loans so exchanged (plus any accrued interest thereon not required to be paid in cash). The Borrower will issue Exchange Notes under an indenture (the “Indenture”). The Borrower will appoint a trustee reasonably acceptable to the Arranger.

Maturity Date The Exchange Notes will mature on the fourth anniversary of the Bridge Loan Maturity Date.

Interest Rate Each Exchange Note will bear interest at a rate per annum equal to the Total Cap.

Interest will be payable in arrears semi-annually in arrears. Default interest will be payable on demand.

Notwithstanding the foregoing, after the occurrence and during the continuation of a default or an event of default, interest will accrue on the Exchange Notes at the then-applicable rate plus 2.0% per annum.

Transferability If the Extended Term Loans are converted to Exchange Notes, the Borrower, upon request by any holder of such Exchange Notes or the Administrative Agent, shall be required to ensure that such Exchange Notes are DTC-eligible.

Each holder of Exchange Notes will have the right to transfer its Exchange Notes in whole or in part to an Eligible Holder. “Eligible Holder” will mean (a) an institutional “accredited investor” within the meaning of Rule 501 under the Securities Act of 1933, as amended (the “Securities Act”), (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act, (c) a person acquiring the Exchange Notes pursuant to an offer and sale occurring outside of the United States within the meaning of Regulation S under the Securities Act or (d) a person acquiring the Exchange Notes in a transaction that is, in the opinion of counsel reasonably acceptable to the Borrower, exempt from the registration requirements of the Securities Act; provided that in each case such Eligible Holder represents that it is acquiring the Exchange Notes for its own account and that it is not acquiring such Exchange Notes with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any state thereof.

Exhibit B-2

Optional Redemption Exchange Notes will be non-callable until the first anniversary of the Bridge Loan Maturity Date (subject to “equity clawback” provisions acceptable to the Arranger and a customary “make-whole” premium calculated using a discount rate equal to the yield on comparable Treasury securities plus 50 basis points). Thereafter, each Exchange Note will be callable at par plus accrued interest plus a premium equal to one half of the coupon on such Exchange Note, which premium shall decline ratably on each yearly anniversary of the Bridge Loan Maturity Date to zero on the date that is the third anniversary of the Bridge Loan Maturity Date.

Defeasance Provisions Customary defeasance provisions for offerings and transactions of this type to be mutually agreed.

Modification Customary modification provisions for offerings and transaction of this type to be mutually agreed.

Change of Control The Borrower will be required to repurchase the Exchange Notes following the occurrence of a “change of control” (to be defined in a manner to be agreed) at 101% of the outstanding principal amount thereof.

Covenants The Indenture will include covenants similar to those contained in indentures governing publicly traded high yield debt securities (but more restrictive in certain respects), to be mutually agreed. For the avoidance of doubt, there will be no financial maintenance covenants.

Events of Default The Indenture will provide for events of default similar to those contained in indentures governing publicly traded high yield debt securities, to be mutually agreed.

Registration Rights None.

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Exhibit B-3

EXHIBIT C TO COMMITMENT LETTER

CLOSING CONDITIONS

Capitalized terms used but not defined in this Exhibit C have the meanings assigned to them elsewhere in this Commitment Letter. The closing of the Bridge Loan Facility and the making of the loans under the Bridge Loan Facility are conditioned only upon satisfaction of the conditions precedent contained in Section 3 of this Commitment Letter, the other conditions set forth in Exhibit A to this Commitment Letter under the heading “Conditions Precedent” and those conditions below. For purposes of this Exhibit C, references to “we”, “us” or “our” means Jefferies Finance, Jefco and their respective affiliates.

GENERAL CONDITIONS

1. Concurrent Financings. Prior to, or substantially concurrently with, the making of the loans under the Bridge Loan Facility, the Equity Contribution shall have been made substantially in the manner and in at least the amount set forth in the Transaction Summary which, together with the proceeds on the Closing Date from the Debt Financing, shall be sufficient to pay the Purchase Price, the Refinancing and all related fees, commissions and expenses. The Definitive Debt Documents shall be prepared by our counsel, shall be consistent with the Debt Financing Letters and Exhibit A and this Exhibit C, shall have been executed and delivered by the Borrower and the Guarantors to the Administrative Agent. The Collateral Agent, for the benefit of the Lenders under the Bridge Loan Facility and the other secured parties thereunder, shall have been granted perfected first-priority (subject to permitted liens exceptions to be agreed) security interests in all or substantially all of the assets of the Borrower and the Guarantors to the extent described in Exhibit A to this Commitment Letter under the caption “Collateral” in form and substance satisfactory to the Arranger; provided that this condition is subject to the Certain Funds Provision.

2. Transactions. The Transactions (including the Acquisition) shall have been consummated or will be consummated substantially concurrently with or immediately following the making of the Equity Contribution, the borrowing of the Bridge Loans (or the issuance of the Notes in lieu of the Bridge Loans) and the receipt by the Acquiror of the proceeds of the foregoing, and the Target shall have become a wholly-owned bankruptcy-remote unrestricted subsidiary of the Borrower. The executed Stock Purchase Agreement, dated as of November 9, 2018 (together with the annexes, schedules, exhibits and attachments thereto, the “Purchase Agreement”), among you, the Acquired Business and the Seller shall not have been amended or modified and no waiver thereof or any consent thereunder shall have become granted, in each case, in any manner adverse to the interests of the Lenders or the Arranger in their respective capacities as such without the consent of the Arranger (it being understood and agreed that (1) any change in the provisions of the Purchase Agreement that determine the amount of the consideration to be paid on the Closing Date which results in a change in the consideration to be paid on the Closing Date shall be deemed to be adverse to the interests of the Lenders and the Arranger, unless (x) any increase in the amount of consideration is funded solely with an increase in the amount of the Equity Contribution, (y) any decrease in the amount of consideration does not exceed 10% of the consideration under the Purchase Agreement on the date of the Commitment Letter (provided that, in the event of such a decrease, the amount of the Equity Contribution and Debt Financing shall be reduced on a no worse than pro rata basis (or, at the Borrower’s option, on a non pro rata basis in favor of the Debt Financing) to give effect to such reduction in the amount of consideration to be paid) or (z) pursuant to the purchase price or similar adjustment provisions set forth in the Purchase Agreement, (2) any change to the definition of “Material Adverse Effect” or any similar definition shall be deemed to be adverse to the interests of the Lenders and the Arranger, and (3) any modifications to any of the provisions relating to the Administrative Agent’s, the Collateral Agent’s, the Arranger’s or any Lender’s

Exhibit C-1

liability, jurisdiction or status as a third party beneficiary under the Purchase Agreement shall be deemed to be adverse to the interests of the Lenders and the Arranger), and the Acquisition shall be consummated in accordance with the Purchase Agreement.

3. Refinancing of Existing Debt. Substantially concurrently with the consummation of the Acquisition, the Refinancing of the indebtedness of the Acquired Business pursuant to (i) that certain Third Amended and Restated Credit Agreement, dated April 11, 2018, among the Target, as borrower, Wells Fargo Bank, National Association, as administrative agent and lender, and Bank of America, N.A., as lender, as amended by (x) First Amendment to Third Amended and Restated Credit Agreement, dated June 4, 2018; and (y) Second Amendment to Third Amended and Restated Credit Agreement, dated July 24, 2018; (ii) ISDA Master Agreement, dated April 28, 2004, between the Target and Wells Fargo Bank, National Association, as amended by (x) Amendment No. 1 to ISDA Master Agreement, dated July 21, 2004, (y) Second Amendment to ISDA Master Agreement, dated November 8, 2011, and (z) Third Amendment to ISDA Master Agreement, dated May 15, 2015; (iii) that certain Non-Negotiable Subordinated Promissory Note, dated January 21, 2015, payable by the Target to the Kathleen M. Hanel Revocable Living Trust Dated May 13, 1993; and (iv) that certain Promissory Note for Split-Dollar Loan, dated February 28, 2014, by Gregory A. Damico, Trustee of the Lematta 2013 Irrevocable Trust, in favor of the Target. (collectively, the “Existing Debt”) shall have been consummated, and the Arranger shall have received reasonably satisfactory evidence that all commitments relating thereto shall have been terminated and all liens or security interests related thereto shall have been terminated or released. After giving effect to the Transactions, the Borrower and its subsidiaries shall have outstanding no indebtedness for borrowed money or preferred stock (or direct or indirect guarantee or other credit support in respect thereof) other than (i) the indebtedness in respect of the Debt Financing (or the Notes in lieu of the Bridge Loan Facility), (ii) such other limited indebtedness as may be permitted pursuant to the Definitive Documentation.

4. Financial Information. We shall have received (A) audited consolidated balance sheets and related statements of income or operations (as applicable) and cash flows of (x) the Parent as of March 31, 2018 and March 31, 2017 and for the fiscal years ended March 31, 2018, March 31, 2017 and March 31, 2016 and (y) the Target as of December 31, 2017 and December 31, 2016 and for the fiscal years ended December 31, 2017, December 31, 2016 and December 31, 2015 and (B) unaudited consolidated balance sheets and related statements of income or operations (as applicable) and cash flows of the Parent and the Target for each subsequent interim quarterly period ended at least 45 days prior to the Closing Date (and the corresponding period for the prior fiscal year) after the most recent fiscal period for which audited financial statements have been provided pursuant to clause (A) hereof, which such unaudited information described in this clause (B) shall have been reviewed by the auditors of the Parent and Target, respectively and as appropriate, in accordance with Statement on Auditing Standards No. 100, “Interim Financial Information,” as published by the American Institute of Certified Public Accountants.

5. Payment of Fees and Expenses. All costs, fees, expenses (including legal fees and expenses) and other compensation and amounts contemplated by the Debt Financing Letters or otherwise payable to us on or prior to the Closing Date and that have been invoiced at least three business days prior to the anticipated Closing Date, the Lenders or any of our or their respective affiliates, shall have been paid to the extent due.

6. Customary Closing Documents. The following documents required to be delivered under the Definitive Debt Documents shall have been delivered: lien, litigation and tax searches (subject to the Certain Funds Provision), customary legal opinions, customary corporate records and good standing certificates and customary closing date officers’ certificates as to the accuracy in all material respects of the Specified Acquisition Agreement Representations and the Specified Representations. Without limiting the foregoing, you shall also have delivered (a) at least three business days prior to the Closing

Exhibit C-2

Date (or such later date as may be agreed by the Arranger), to the extent requested at least ten business days prior to the Closing Date, all documentation and other information required by U.S. regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation and (b) a certificate from the chief financial officer of the Borrower in the form attached as Schedule A hereto certifying that the Borrower and its subsidiaries on a consolidated basis after giving effect to the Transactions are solvent.

7. Consent Solicitation. The indenture relating to Parent’s 8.75% Senior Secured Notes Due 2023 shall have been amended to exclude from the definition of “Excluded Assets” therein any proceeds, products, substitutions or replacements of the collateral set forth on Exhibit B to the Convertible Notes Commitment Letter.

8. Convertible Notes. The Parent shall have issued and sold the Convertible Notes contemplated by the Convertible Notes Commitment Letter in effect as of the date hereof.

9. Prior Marketing of Permanent Securities. With respect to the Bridge Loan Facility, (a) you shall have retained one or more investment banks reasonably acceptable to the Arranger (the “Investment Banks”) to act as “initial purchasers” in a “Rule 144A-for-life offering” of Notes, (b) you shall deliver to the Investment Banks an offering memorandum (the “Offering Memorandum”) suitable for use in a customary roadshow for high yield debt securities sold pursuant to Rule 144A, which Offering Memorandum shall include historical financial statements of Target, including “as adjusted” metrics to be mutually agreed (but in no event historical financial statements other than those detailed in paragraph 4 above), business and other financial data and other information (including, but not limited to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”) of the type required in a registered offering of non-convertible debt securities by Regulation S-X and Regulation S-K under the Securities Act of 1933, as amended, subject to the following sentence, and in form and substance necessary for the Investment Banks to receive customary comfort letters (including “negative assurance” comfort and pro forma comfort) from the Target’s independent accountants consistent with recent high yield debt securities transactions under Rule 144A (drafts of which comfort letters have been delivered to the Investment Banks prior to commencement of the Marketing Period and which letters such accountants have indicated that they are prepared to deliver upon completion of customary procedures upon the pricing and closing of such offering of Notes) (together with the Offering Memorandum, the “Required Bond Information”) and (c) you shall have provided the Investment Banks with a period (the “Marketing Period”) of at least 15 consecutive business days following receipt of the Required Bond Information to seek to place the Notes with qualified purchasers thereof; provided, that the Marketing Period shall exclude (A) November 22 through November 26, 2018, January 21, 2019 and February 18, 2019 (each, a “Black-Out Date”); and (B) if such 15 consecutive business day period shall not have fully elapsed on or prior to December 21, 2018, then such period shall not commence any earlier than January 3, 2019; it is understood and agreed that any Black-Out Date after the commencement of the Marketing Period shall be disregarded for purposes of calculating the 15 consecutive business days constituting the Marketing Period. For the avoidance of doubt, the Offering Memorandum will not be required to include segment reporting or consolidating and other financial statements or data required by Rules 3-03(e), 3-09, 3-10 or 3-16 of Regulation S-X (provided that data customarily included in an offering memorandum for a Rule 144A offering of Notes as to the total assets, revenue, EBITDA and adjusted EBITDA or comparable metrics reasonably acceptable to the Investment Banks (including on a pro forma basis giving effect to the Transactions) of guarantor and non-guarantor subsidiaries shall be provided), CD&A and other information required by Item 402(b) of Regulation S-K and information regarding executive compensation and related pension disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A or other information or financial data customarily excluded from an offering memorandum for a “Rule 144A Offering”. This condition will be deemed satisfied if the Offering Memorandum excludes sections that would customarily be provided by the Investment Banks, which sections consist of the “Description of Notes” and “Plan of Distribution”, but is otherwise complete.

Exhibit C-3

Notwithstanding the foregoing, the Marketing Period shall be deemed not to have commenced, if prior to the completion of such 15 consecutive business day period, (A) any auditor shall have withdrawn its audit opinion with respect to any year end audited financial statements set forth in the Offering Memorandum, in which case the Marketing Period shall not be deemed to commence unless and until a new unqualified audit opinion is issued with respect to such financial statements by the applicable auditor or another independent accounting firm reasonably acceptable to the Arranger, (B) the financial statements included in the Offering Memorandum would be required to be updated under Rule 3-12 of Regulation S-X in order to be sufficiently current on any day during such 15 consecutive business day period to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of such 15 consecutive business day period, in which case the Marketing Period shall not be deemed to commence until the receipt of updated financial information that would be required under Rule 3-12 of Regulation S-X to permit a registration statement using such financial statements to be declared effective by the SEC on the last day of such new 15 consecutive business day period, and (C) the Target shall have publicly announced any intention to restate any material financial information included in the Offering Memorandum or that any such restatement is under consideration, in which case the Marketing Period shall be deemed not to commence unless and until such restatement has been completed or the Target has determined that no restatement shall be required.

If you shall in good faith reasonably believe you have provided the Required Bond Information, you may deliver to the Arranger a written notice to that effect (stating when you believe you completed such delivery), in which case you shall be deemed to have provided the Required Bond Information on the date specified in such notice and the Marketing Period shall be deemed to have commenced on the date specified in such notice unless the Arranger in good faith reasonably believes you have not completed the delivery of such Required Bond Information and, within three business days after the delivery of such notice by you, delivers a written notice to you to that effect (stating with specificity which Required Bond Information you have not delivered).

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Exhibit C-4

SCHEDULE A TO EXHIBIT C

TO COMMITMENT LETTER

FORM OF SOLVENCY CERTIFICATE

Reference is made to that certain Bridge Loan Agreement (the “Bridge Loan Agreement”) dated as of [●], by and among the Borrower, the Lenders from time to time party thereto, Jefferies Finance LLC, as administrative agent and collateral agent and the other parties thereto. Capitalized terms used but not defined herein shall have the meaning given to such terms in the Bridge Loan Agreement. The undersigned, [●], Chief Financial Officer of [                    ], a [Delaware] [corporation] (the “Borrower”), solely in his capacity as Chief Financial Officer of the Borrower and not in any individual capacity, does herby certify pursuant to Section [    ] of the Bridge Loan Agreement as follows:

Both immediately before and immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of the Loans on the Closing Date:

1. The fair value of the properties of the Borrower and its Subsidiaries, taken as a whole, will exceed their consolidated debts and liabilities, subordinated, contingent or otherwise;

2. The present fair saleable values of the property of the Borrower and its Subsidiaries, taken as a whole, will be greater than the amount that will be required to pay the probable liability of their consolidated debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured;

3. The Borrower and its Subsidiaries, taken as a whole, will be able to pay their consolidated debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured;

4. The Borrower and its Subsidiaries, taken as a whole, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed, contemplated or about to be conducted following the Closing Date;

5. The Borrower has not incurred (by way of assumption or otherwise) any obligation or liability (contingent or otherwise) under the Definitive Debt Documents with actual intent to hinder, delay or defraud either present or future creditors of the Borrower and its Subsidiaries or any of their affiliates, as case may be;

6. In reaching the conclusions set forth in this Certificate, the undersigned has considered such facts, circumstances and matters as the undersigned has deemed appropriate and has made such investigations and inquiries as the undersigned has deemed appropriate, having taken into account the nature of the particular business anticipated to be conducted by the Borrower after consummation of the Transactions.

The undersigned understands that the Lenders are relying on the truth and accuracy of contents of this Certificate in connection with the making of the Loans pursuant to the Bridge Loan Agreement.

Exhibit C-5

By:
	Name:
	Title: Chief Financial Officer

Schedule C-6

EX-10.3

Exhibit 10.3

Execution Version

CONFIDENTIAL

November 9, 2018

CONVERTIBLE NOTES

COMMITMENT LETTER

Bristow Group Inc.

2103 City West Blvd., 4th Floor

Houston, Texas 77042

Attention: L. Don Miller, Chief Financial Officer

Re: Project Emerald

Ladies and Gentlemen:

You have advised the undersigned (“Investors”, “we” or “us”) that Bear Acquisition I, LLC, a Delaware limited liability company (the “Acquiror”), a newly-formed domestic unrestricted subsidiary controlled by Bristow Group Inc. (the “Parent” and together with the Acquiror, “you”), intends to acquire (the “Acquisition”) directly, or indirectly through one or more subsidiaries, all of the issued and outstanding capital stock of Columbia Helicopters, Inc., an Oregon corporation (the “Target” and, together with its subsidiaries, the “Acquired Business”), from the existing shareholders of the Target (collectively, the “Seller”) and to refinance (together with any applicable prepayment premium or fee, with the commitments thereunder being terminated, and all guarantees, liens and security interests in respect thereof being released) all of the existing indebtedness of the Acquired Business (collectively, the “Refinancing”). We understand that, in connection with the Acquisition, you intend to directly or indirectly consummate the transactions described in the Transaction Summary attached as Annex A hereto (the “Transaction Summary”), and that the total purchase price for the Acquisition (including fees, commissions and expenses and the Refinancing) (the “Purchase Price”) will be financed from the sources described therein. You and your subsidiaries (including, following the Acquisition, the Target and its subsidiaries) are collectively referred to herein as the “Company.” As used in this Commitment Letter, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Capitalized terms used but not defined herein and defined in any annex or exhibit hereto have the meanings assigned to them in such exhibit.

1. The Commitments.

In connection with the foregoing, each Investor (either directly or through one of its affiliates) is pleased to advise you of its commitment, severally and not jointly, to purchase the principal amount set forth opposite its name on Schedule I to this Commitment Letter of Convertible Senior Secured Notes with the terms set forth on Exhibit B to this Commitment Letter (the “Convertible Senior Secured Notes”); provided that each Investor may, at its option by providing written notice to Parent not later than 5:00 p.m., New York City time, on December 14, 2018, reduce the principal amount of its commitment to an amount no lower than the reduced principal amount of its commitment set forth on Schedule I. The Parent hereby agrees (the “Parent Obligation”) to sell to each Investor (either directly or through one of its affiliates) the principal amount set forth opposite its name on Schedule I to this Commitment Letter of Convertible Senior Secured Notes (as such amount may be reduced in accordance with this Section 1) on the Closing Date and to cause Merger Sub 2 (as defined below) to issue to each Investor its pro rata portion of the warrants described on Exhibit B.

The Investors’ commitments described in this Section 1 are collectively referred to herein as the “Commitments.” Each Investor’s Commitment is its independent and several obligation, and no Investor shall be obligated with respect to any other Investor’s Commitment. The performance by any Investor with respect to its Commitment is not subject to the performance by any other Investor of such other Investor’s Commitment. Each Investor’s Commitment is, in each case, on the terms and subject to the conditions set forth in this letter (including the exhibits, schedules and annexes hereto, collectively, this “Commitment Letter”). The terms of this Commitment Letter are intended as an outline of certain of the material provisions of the Convertible Senior Secured Notes, but do not include all of the terms and other provisions that will be contained in the definitive documents relating to the Convertible Note Financing (including the pledge agreement with respect to the Pledge (as defined below) and the Merger Sub 2 warrants described below) which shall be prepared by our counsel based on the drafts most recently sent by our counsel to your counsel prior to execution of this Commitment Letter and which shall be negotiated in good faith by the parties (collectively, the “Definitive Note Documents”); provided that there shall be no closing condition to the Convertible Senior Secured Notes contained in the Definitive Note Documents that is not specifically set forth (x) in Section 2 hereof or (y) on Exhibit A to this Commitment Letter; and provided, further, that without limiting the foregoing the parties shall negotiate in good faith to execute and deliver a definitive purchase agreement relating to the Convertible Senior Secured Notes, which shall include a transactional indemnity from the Parent to each Investor and otherwise shall contain terms no less favorable to Investors than the terms set forth in the draft most recently sent by our counsel to your counsel prior to execution of this Commitment Letter (the “Securities Purchase Agreement”), on the last VWAP Trading Day of the Initial Measurement Period (as defined in Exhibit B). Upon execution of the Securities Purchase Agreement, the agreement of each Investor to purchase the Convertible Senior Secured Notes and other terms and conditions set forth therein shall supersede and replace the Commitment of such Investor and other terms and conditions set forth herein. Those matters that are not covered or made clear in this Commitment Letter are subject to mutual agreement of the parties hereto. No party hereto has been authorized by us to make any oral or written statements or representations that are inconsistent with the Commitment Letter. Each of the parties hereto agrees that this Commitment Letter is a binding and enforceable agreement with respect to the subject matter contained herein, and the parties agree to negotiate in good faith the Definitive Note Documents in a manner consistent with this Commitment Letter, it being acknowledged and agreed that the Commitments provided hereunder are subject to conditions precedent as provided herein.

2. Conditions Precedent. The Commitment of each Investor to purchase Convertible Senior Secured Notes on the Closing Date is conditioned solely upon satisfaction or waiver by each Investor of each of the following conditions: (i) the Specified Representations (as defined below) shall be true and correct in all material respects as of the date such Specified Representations are made and as of the closing date for the Convertible Senior Secured Notes (after giving effect to the Acquisition), and (ii) the other conditions referred to on Exhibit A. The Parent Obligation is conditioned solely upon consummation of the Acquisition and, unless each Investor has waived the Consent Solicitation Condition, the Consent Solicitation Condition. In the event each Investor has waived the Consent Solicitation Condition, any proceeds, products, substitutions or replacements of the Merger Sub 2 capital stock shall be excluded from the Collateral, notwithstanding any other provision of this Commitment Letter. Parent will use its commercially reasonable efforts to commence on November 13, 2018 a consent solicitation to satisfy the Consent Solicitation Condition and will use its commercially reasonable efforts to satisfy the Consent Solicitation Condition.

For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Definitive Note Documents relating to corporate or other organizational existence of the

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Parent and Merger Sub 2, organizational power and authority of the Parent and Merger Sub 2 (as to execution, delivery and performance of the applicable Definitive Note Documents), the due authorization, execution, delivery and enforceability of the applicable Definitive Note Documents as to the Parent and Merger Sub 2, the due authorization, execution, delivery and enforceability of the warrants as to the Target, the legality, due authorization and reservation of the maximum number of shares of the Parent’s common stock that are issuable upon conversion of the Convertible Senior Secured Notes as to the Parent (assuming the requisite stockholder approval contemplated in Exhibit B is obtained, all Convertible Senior Secured Notes are settled by physical settlement and the maximum number of shares of the Parent’s common stock issuable in connection with a make-whole fundamental change are issued), the legality, due authorization and reservation of the maximum number of shares of the Target’s common stock that are issuable upon exercise of the warrants as to the Target, solvency of the Parent and its subsidiaries on a consolidated basis on the Closing Date after giving effect to the Transactions, no conflicts of the Definitive Note Documents with charter documents, material laws or material agreements, the Patriot Act, Beneficial Ownership Regulation, use of proceeds not violating the (i) FCPA, (ii) OFAC/AML and (iii) other anti-terrorism laws, the accuracy, completeness and timeliness of all documents required to be filed by the Company under the Securities Exchange Act of 1934 or the Securities Act of 1933, the listing of the shares of the Parent’s common stock that are issuable upon conversion of the Convertible Senior Secured Notes, the Investment Company Act, and the creation, validity, perfection and priority of security interests on the Collateral (as defined below).

3. Clear Market. You agree that, from the date hereof until the earlier of (a) the date on which the Commitments are terminated in accordance with Section 13 of this Commitment Letter or (b) the date on which the Acquisition is consummated (the “Closing Date”), you will not, and you will use your commercially reasonable efforts not to permit the Acquired Business or any of your or its respective affiliates to, directly or indirectly, (i) syndicate, place, sell or issue, (ii) attempt or offer to syndicate, place, sell or issue, (iii) announce or authorize the announcement of the syndication, placement, sale or issuance of, or (iv) engage in discussions concerning the syndication, placement, offering, sale or issuance of, (x) any debt facility, or debt, equity-linked or equity security of the Acquired Business or any of its subsidiaries and/or (y) any debt facility, debt security, equity-linked or equity security of the Parent (in each case, other than (1) ordinary course capital leases, letters of credit and purchase money and equipment financings, aircraft leases transactions and debt financings in connection therewith (including, without limitation, sale and leaseback transactions) by the Parent and its affiliates other than in connection with the Acquired Business, (2) the Debt Financing described in the Transaction Description, the refinancing of the Debt Financing and the offering of the Convertible Senior Secured Notes contemplated hereby (including the offering of Convertible Senior Secured Notes in the principal amount of any reduction in an Investors Commitment contemplated hereby to third parties), (3) debt permitted to be incurred by the Acquired Business pursuant to the Purchase Agreement and (4) a working capital revolving debt facility at the Acquired Business or any of its subsidiaries entered after the issuance of the Convertible Senior Secured Notes in an amount not to exceed $20.0 million (including after giving effect to any consent by you or any of your affiliates to any such incurrence after the date hereof that you determine that you or any of your affiliates are required to give pursuant to the terms of the Purchase Agreement)), including any renewals or refinancings of any Existing Debt, without our prior written consent, which may be given or withheld in our sole discretion.

4. Fees and Expenses. Each of the parties to this Commitment Letter will bear and pay all costs and expenses incurred by it or on its behalf in connection with the transactions contemplated hereby, except that you shall pay, upon the execution of this Commitment Letter, the fees and expenses of counsel for the Investors in an amount not to exceed $250,000.

5. Indemnification and Waivers. As consideration for the Commitments and our other undertakings hereunder, you agree to indemnify each Investor, its Representatives and its affiliates

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(collectively, “Indemnified Parties”) from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation or inquiries), demands, and causes of action, and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them), whether or not involving a Third-Party Claim, as a result of, arising out of, or in any way related to the transactions contemplated by this Commitment Letter, except to the extent resulting from the bad faith of such Investor or its Indemnified Parties. No Indemnified Party shall be entitled to recover (i) any exemplary, punitive or speculative damages under this Commitment Letter or (ii) any special, indirect, consequential, incidental damages or lost profits under this Commitment Letter, except (x) in the case of clause (ii), to the extent any such damages or lost profits would otherwise be recoverable under New York law in an action for breach of contract or (y) in the case of clause (i) or clause (ii), any such damages or lost profits arising from a breach of this Commitment Letter that are payable in respect of Third Party Claims. As used herein, (i) “Representatives” means, with respect to a specified Investor, the investors, officers, directors, managers, employees, agents, advisors, counsel, accountants, investment bankers and other representatives of such Investor and (ii) “Third Party Claims” means any indemnifiable claim hereunder, or the commencement of any action, suit or proceeding by a third person, which any Indemnified Party believes in good faith is an indemnifiable claim under this Commitment Letter.

6. Confidentiality. This Commitment Letter is delivered to you on the understanding that neither the existence of this Commitment Letter nor any of its terms or substance will be disclosed by you, directly or indirectly, to any other person or entity except (a) as required by applicable law or compulsory legal process (in which case you agree to inform us promptly thereof, to the extent lawfully permitted to do so, and to cooperate with us in securing a protective order in respect thereof to the extent lawfully permitted to do so), (b) to your officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis and only in connection with the Transactions, (c) the existence of this Commitment Letter, including the aggregate amount of the Commitment but not the amount of each Investor’s several Commitment, may be disclosed (but not the contents of this Commitment Letter) to rating agencies in connection with their review of the Convertible Senior Secured Notes or the Acquired Business, (d) the information contained in this Commitment Letter, including the aggregate amount of the Commitment but not the amount of each Investor’s several Commitment, may be disclosed in the Confidential Information Memorandum or in connection with the syndication of the Bridge Loan Facility, (e) this Commitment Letter may be disclosed to the Acquired Business, the Seller and their respective officers, directors, employees, attorneys, accountants and advisors, in each case on a confidential and need-to-know basis and only in connection with the Transactions, and (f) you may disclose this Commitment Letter and its contents, including the aggregate amount of the Commitment but not the amount of each Investor’s several Commitment, in any information memorandum or syndication distribution or offering memorandum related to the Notes or other debt financing, as well as in any proxy statement or other public filing relating to the Acquisition or the Bridge Loan Facility.

We hereby acknowledge the existence of the Confidentiality Agreement between the Parent and the Investor. The Confidentiality Agreement shall continue to be in full force and effect, pursuant to the terms and conditions thereof.

Notwithstanding anything herein to the contrary, you and we (and any of your and our respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transactions contemplated by the Commitment Letter and all materials of any kind (including opinions or other tax analyses) that are provided to you or us relating to such tax treatment and tax structure, except that (i) tax treatment and tax structure shall not include the

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identity of any existing or future party (or any affiliate of such party) to the Commitment Letter, and (ii) neither you nor we shall disclose any information relating to such tax treatment and tax structure to the extent nondisclosure is reasonably necessary in order to comply with applicable securities laws. For this purpose, the tax treatment of the transactions contemplated by the Commitment Letter is the purported or claimed U.S. federal income tax treatment of such transactions and the tax structure of such transactions is any fact that may be relevant to understanding the purported or claimed U.S. federal income tax treatment of such transactions.

7. Timely Disclosure. Notwithstanding anything herein to the contrary, on or before 8:30 a.m. eastern standard time on the date of this Commitment Letter, the Company shall issue a publicly available press release or file with the Securities and Exchange Commission a Current Report on Form 8-K disclosing all material terms of the Acquisition, the transactions set forth in the Transaction Summary and this Commitment Letter, including the aggregate amount of the Commitment but not the amount of each Investor’s several Commitment. Upon the release of such press release or Current Report on Form 8-K, the Parent hereby confirms that the Investors will no longer possess any material non-public information concerning the Parent, the Acquired Business, the transactions set forth in the Transaction Summary or the Transaction contemplated by this Commitment Letter. The Parent also hereby acknowledges that the Investors will not receive any material non-public information after the release of such press release of Current Report on Form 8-K and that the Investors disclaim any duty to refrain from transacting in the securities of the Parent following such release.

8. Conflicts of Interest; Absence of Fiduciary Relationship. You acknowledge and agree that:

(a) Each Investor and/or its affiliates and subsidiaries (each, an “Investor Group”), in its and their respective capacities as principal or agent are involved in a wide range of commercial banking and investment banking activities globally (including investment advisory, asset management, research, securities issuance, trading, and brokerage) from which conflicting interests or duties may arise and, therefore, conflicts may arise between (i) any Investor Group’s interests and duties hereunder and (ii) the duties or interests or other duties or interests of another member of such Investor Group,

(b) Each Investor and any other member of its Investor Group may, at any time, (i) provide services to any other person, (ii) engage in any transaction (on its own account or otherwise) with respect to you or any member of the same group as you or (iii) act in relation to any matter for any other person whose interests may be adverse to you or any member of your group (a “Third Party”), and may retain for its own benefit any related remuneration or profit, notwithstanding that a conflict of interest exists or may arise and/or any member of its Investor Group is in possession or has come or comes into possession (whether before, during or after the consummation of the transactions contemplated hereunder) of information confidential to you; provided that such confidential information shall not be used by us or any other member of an Investor Group in entering into any transaction with (for its own account or otherwise), or performing services for or providing advice to, any Third Party. You accept that permanent or ad hoc arrangements/information barriers may be used between and within any Investor’s divisions or divisions of other members of any Investor Group for this purpose and that locating directors, officers or employees in separate workplaces is not necessary for such purpose,

(c) Information that is held elsewhere within any Investor or any Investor Group, but of which none of the individual directors, officers or employees having primary responsibility for the consummation of the transactions contemplated by this Commitment Letter actually has knowledge (or can properly obtain knowledge without breach of internal procedures), shall not for any purpose be taken into account in determining any Investor’s responsibilities to you hereunder,

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(d) Neither any Investor nor any other member of any Investor Group shall have any duty to disclose to you, or utilize for your benefit, any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on its own account or otherwise) or otherwise carrying on our or its business,

(e) (i) Neither we nor any of our affiliates have assumed any advisory responsibility or any other obligation in favor of the Company or any of its affiliates, (ii) we and our affiliates, on the one hand, and the Company and its affiliates, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor does the Company or any of its affiliates rely on, any fiduciary duty on the part of us or any of our affiliates and (iii) each Investor is (and is affiliated with) full service financial firms and as such may effect from time to time transactions for its own account or the account of customers, and hold long or short positions in debt, equity-linked or equity securities or loans of companies that may be the subject of the transactions contemplated by this Commitment Letter (and, in particular, we and any other member of any Investor Group may at any time hold debt or equity securities for its own account in the Company). With respect to any securities and/or financial instruments so held by us, any of our affiliates or any of our respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of such rights, in its sole discretion. You hereby waive and release, to the fullest extent permitted by law, any claims you have, or may have, with respect to (i) any breach or alleged breach of fiduciary duty (and agree that no Investor shall have any liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors) or (ii) any conflict of interest arising from such transactions, activities, investments or holdings, or arising from our failure or the failure of any of our affiliates to bring such transactions, activities, investments or holdings to your attention, and

(f) Neither any Investor nor any of its affiliates are advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated by this Commitment Letter, and neither any Investor nor any of its affiliates shall have responsibility or liability to you with respect thereto other than as expressly set forth herein. Any review by any Investor, or on its behalf, of the Company, the Transactions, the other transactions contemplated by this Commitment Letter Letter or other matters relating to such transactions will be performed solely for such Investor’s benefit and shall not be on behalf of you or any of your affiliates.

9. Choice of Law; Jurisdiction; Waivers. The Commitment Letter, and any claim, controversy or dispute arising under or related to the Commitment Letter (whether based upon contract, tort or otherwise), shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law principles (other than sections 5-1401 and 5-1402 of the New York General Obligations Law). To the fullest extent permitted by applicable law, you and we hereby irrevocably submit to the exclusive jurisdiction of any New York State court or Federal court sitting in the County of New York and the Borough of Manhattan in respect of any claim, suit, action or proceeding arising out of or relating to the provisions of any Commitment Letter and irrevocably agree that all claims in respect of any such claim, suit, action or proceeding may be heard and determined in any such court and that service of process therein may be made by certified mail, postage prepaid, to their respective addresses set forth above; provided that suit for the recognition or enforcement of any judgment obtained in any such New York State or Federal court may be brought in any other court of competent jurisdiction. You and we hereby waive, to the fullest extent permitted by applicable law, any objection that you or we may now or hereafter have to the laying of venue of any such claim, suit, action or proceeding brought in any such court, and any claim that any such claim, suit, action or proceeding brought in any such court has been brought in an inconvenient forum. You and we hereby waive, to the fullest extent permitted by

6

applicable law, any right to trial by jury with respect to any claim, suit, action or proceeding (whether based upon contract, tort or otherwise) arising out of or relating to the Commitment Letter, any of the Transactions or any of the other transactions contemplated hereby or thereby. The provisions of this Section 9 are intended to be effective upon the execution of this Commitment Letter without any further action by you, and the introduction of a true copy of this Commitment Letter into evidence shall be conclusive and final evidence as to such matters.

10. Miscellaneous.

(a) This Commitment Letter may be executed in one or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument. Delivery of an executed signature page of this Commitment Letter by facsimile, PDF or other electronic transmission will be effective as delivery of a manually executed counterpart hereof.

(b) You may not assign any of your rights, or be relieved of any of your obligations, under this Commitment Letter without our prior written consent, which may be given or withheld in our sole discretion (and any purported assignment without such consent, at our sole option, shall be null and void). Each Investor may at any time and from time to time assign all or any portion of its Commitment hereunder to one or more of its affiliates or any funds managed by the same manager and, with your consent, which may be given or withheld in your sole discretion, to any other assignee (each, an “Assignee”), whereupon it shall be released from the portion of its Commitment hereunder so assigned; provided that, in the event of an assignment to an Assignee that is not an affiliate, such assignment shall not relieve such Investor of our obligation to fund on the Closing Date the portion of its Commitment so assigned to the extent such assignee fails, upon satisfaction or waiver by us of all conditions to such assignee making its initial extension of credit on the Closing Date, to fund such assigned Commitments on the Closing Date. Any and all obligations of, and services to be provided by, us hereunder (including the Commitments) may be performed, and any and all of our rights hereunder may be exercised, by or through any of our affiliates, branches or any funds managed by the same manager and we reserve the right to allocate, in whole or in part, to our affiliates, branches or any funds managed by the same manager certain fees payable to us in such manner as we and our affiliates may agree in our and their sole discretion.

(c) This Commitment Letter has been and is made solely for the benefit of you and us and your, our and their respective successors and permitted assigns, and nothing in this Commitment Letter, expressed or implied, is intended to confer or does confer on any other person or entity any rights or remedies under or by reason of this Commitment Letter or your and our agreements contained herein.

(d) The Commitment Letter set forth the entire understanding of the parties hereto as to the scope of the Commitments and our obligations hereunder and thereunder. The Commitment Letter supersedes all prior understandings and proposals, whether written or oral, between us and you relating to any financing or the transactions contemplated hereby and thereby.

(e) Notwithstanding anything in Section 6 to the contrary, you agree that we or any of our affiliates may make customary disclosures of information about the Transactions to market data collectors and similar service providers to the financing community, following consummation of the Transactions.

(f) We hereby notify you and, upon its becoming bound by the provisions hereof, each other party hereto, that pursuant to the requirements of the USA PATRIOT Improvement and Reauthorization Act, Pub. L. 109-177 (signed into law March 9, 2006) (as amended from time to time, the “Patriot Act”), we and each Assignee may be required to obtain, verify and record information that

7

identifies the Parent, which information includes the name, address, tax identification number and other information regarding the Parent that will allow us or such Assignee to identify the Parent in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to us and each Assignee. You agree that we shall be permitted to share any or all such information with the Assignees.

11. Amendment; Waiver. This Commitment Letter may not be modified or amended except in a writing duly executed by the parties hereto. No waiver by any party of any breach of, or any provision of, this Commitment Letter shall be deemed a waiver of any similar or any other breach or provision of this Commitment Letter at the same or any prior or subsequent time. To be effective, a waiver must be set forth in writing signed by the waiving party and must specifically refer to this Commitment Letter and the breach or provision being waived.

12. Surviving Provisions. Notwithstanding anything to the contrary in this Commitment Letter: (i) Sections 4 to and including 12 hereof and the last sentence of Section 13 hereof shall survive the expiration or termination of this Commitment Letter, regardless of whether the Definitive Note Documents have been executed and delivered or the Transactions consummated, and (ii) Sections 4 and to and including 11 hereof shall survive execution and delivery of the Definitive Note Documents and the consummation of the Transactions.

13. Acceptance, Expiration and Termination. Please indicate your acceptance of the terms of the Commitment Letter by returning to us executed counterparts of the Commitment Letter not later than 6:00 a.m., New York City time, on November 9, 2018 (the “Deadline”). The Commitment Letter is conditioned upon your contemporaneous execution and delivery to us, and the contemporaneous receipt by us, of executed counterparts of the Commitment Letter on or prior to the Deadline. This Commitment Letter will expire at such time in the event that you have not returned such executed counterparts to us by such time. Thereafter, except with respect to any provision that expressly survives pursuant to Section 12, this Commitment Letter will terminate automatically on the earliest of (i) the date of termination of the Purchase Agreement, (ii) the acceptance by the Target or any of its affiliates (or any of their respective equityholders) of an offer for all or any substantial part of the capital stock or property and assets of the Acquired Business (or any parent company thereof) other than as part of the Transactions, (iii) the execution of the Securities Purchase Agreement, (iv) the failure to timely meet the Consent Solicitation Condition set forth on Exhibit A and (v) 5:00 p.m., New York City time, on the Termination Date (as defined in the Purchase Agreement on the date hereof). As provided in Exhibit B, interest on the Convertible Senior Secured Notes that are issued on the Closing Date will accrue from the date of this Commitment Letter. If this Commitment Letter is terminated other than as a result of the execution of the Securities Purchase Agreement, or if the Securities Purchase Agreement is executed but is subsequently terminated without the Convertible Senior Secured Notes being issued, the Parent agrees to pay each Investor interest on the “Commitment Principal Amount of Convertible Senior Secured Notes” with respect to such Investor as indicated on Schedule I at the interest rate applicable to the Convertible Senior Secured Notes, as indicated on Exhibit B, from and including the date of this Commitment Letter to but excluding the date of such termination, such interest payment to be paid on the date of such termination.

[Remainder of page intentionally blank]

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We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,
1992 MSF INTERNATIONAL LTD.
By: Highbridge Capital Management LLC,
as Trading Manager
By:	/s/ Jonathan Segal
	Name:	Jonathan Segal
	Title:	Managing Director
1992 TACTICAL CREDIT MASTER FUND, L.P.
By: Highbridge Capital Management LLC,
as Trading Manager
By:	/s/ Jonathan Segal
	Name:	Jonathan Segal
	Title:	Managing Director

[Signature Page to Convertible Notes Commitment Letter]

We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,
ARISTEIA CAPITAL L.L.C.
Solely in its Capacity as Investment Manager to Underlying Funds
By:	/s/ William R. Techar
	Name:	William R. Techar
	Title:	Manager Aristeia Capital, L.L.C.
By:	/s/ Andrew B. David
	Name:	Andrew B. David
	Title:	Chief Operating Officer Aristeia Capital, L.L.C.

[Signature Page to Convertible Notes Commitment Letter]

We are pleased to have the opportunity to work with you in connection with this important financing.

Very truly yours,
WHITEBOX ASYMMETRIC PARTNERS, LP
By:	/s/ Mark Strefling
	Name:	Mark Strefling
	Title:	Partner & CEO
WHITEBOX CREDIT PARTNERS, LP
By:	/s/ Mark Strefling
	Name:	Mark Strefling
	Title:	Partner & CEO
WHITEBOX GT FUND, LP
By:	/s/ Mark Strefling
	Name:	Mark Strefling
	Title:	Partner & CEO
WHITEBOX MULTI-STRATEGY PARTNERS, LP
By:	/s/ Mark Strefling
	Name:	Mark Strefling
	Title:	Partner & CEO
WHITEBOX RELATIVE VALUE PARTNERS, LP
By:	/s/ Mark Strefling
	Name:	Mark Strefling
	Title:	Partner & CEO
PANDORA SELECT PARTNERS, LP
By:	/s/ Mark Strefling
	Name:	Mark Strefling
	Title:	Partner & CEO

[Signature Page to Convertible Notes Commitment Letter]

Accepted and agreed to as of the

date first above written:

BRISTOW GROUP INC.
By:	/s/ L. Don Miller
	Name: L. Don Miller
	Title:   Senior Vice President and   Chief Financial Officer

[Signature Page to Convertible Notes Commitment Letter]

ANNEX A TO COMMITMENT LETTER

TRANSACTION SUMMARY: PROJECT EMERALD

Capitalized terms used but not defined in this Transaction Summary shall have the meanings set forth in the other Exhibits and Annexes to the Commitment Letter to which this Transaction Summary is attached (the “Commitment Letter”). In the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Transaction Summary shall be determined by reference to the context in which it is used.

Bristow Group Inc. (the “Parent”) and its newly formed wholly owned bankruptcy remote domestic subsidiary Bear Acquisition I, LLC, a Delaware limited liability company (“Merger Sub 1”), (which will be designated substantially simultaneously with its formation as an “unrestricted subsidiary” under the documents governing the Parent’s applicable outstanding indebtedness and which shall have been created as a bankruptcy remote subsidiary) have entered into a Stock Purchase Agreement (the “Purchase Agreement”) to acquire (the “Acquisition”) all of the issued and outstanding capital stock of Columbia Helicopters, Inc., an Oregon corporation (the “Target”), from the existing shareholders of the Target (collectively, the “Sellers”) and to refinance (together with any applicable prepayment premium or fee, with the commitments thereunder being terminated, and all guarantees, liens and security interests in respect thereof being released) all of the indebtedness of the Acquired Business (the “Existing Debt”). In connection therewith, it is intended that:

(a) Prior to the Closing Date, Merger Sub 1 will issue and sell senior secured notes (the “Notes”) in a Rule 144A or other private placement in an amount equal to the amount of the Bridge Loan Facility described in the Summary of Terms of the Bridge Loan Facility attached as Exhibit A to the commitment letter relating thereto entered into on the date of the Purchase Agreement or in such lesser amount as Merger Sub 1 shall determine in its sole discretion prior to the launch of the syndication of the Bridge Loan Facility; to the extent that less than the full amount of the Notes are obtained on or prior to the Closing Date, Merger Sub 1 (including its successor) will borrow up to the difference in Bridge Loans (as defined in the commitment letter relating to the Bridge Loan Facility). Prior to or contemporaneously with any sale and issuance of Notes, the Parent shall have made a cash capital contribution to Merger Sub 1 (the “Accrued Interest Escrow”) at least equal to interest that would accrue on the Notes from the date of issuance to the last possible date of the Acquisition (the “Deadline”); such amount, together with the proceeds of the Notes, shall be deposited in an escrow (such funds, the “Escrowed Funds”). If the Acquisition occurs on or before the Deadline, the Escrowed Funds shall be released to Merger Sub 1 (including its successor); the Notes will be subject to mandatory redemption (funded by the Escrowed Funds) if the Acquisition has not occurred by the Deadline.

(b) On the Closing Date, the Parent will issue and sell up to $150,000,000 of Convertible Senior Secured Notes, and the Parent will use (1) cash approximately in the amount of $25,000,000 less the Accrued Interest Escrow and (2) the proceeds of the Convertible Notes to capitalize Bear Acquisition II, Inc., a Delaware corporation (including its successors, “Merger Sub 2”), another newly formed wholly owned bankruptcy remote domestic subsidiary of the Parent which will be designated substantially simultaneously with its formation as an “unrestricted subsidiary” under the documents governing the Parent’s applicable outstanding indebtedness and which shall have been created as a bankruptcy remote subsidiary; such capitalization will consist of Merger Sub 2 capital stock and Merger Sub 2 warrants, with the warrants exercisable in the event of the Parent’s bankruptcy. The Convertible Senior Secured Notes will be convertible into the Parent’s common stock and will be secured by a pledge (the “Pledge”) of all of the Merger Sub 2 capital stock and any proceeds, products, substitutions or replacements thereof (the “Collateral”). The Parent will issue Parent common stock with a value (as determined in accordance with the Purchase Agreement) of approximately $67,000,000 to the Sellers as part of the consideration for the Target stock, with the result that such Target stock will be in the name of Merger Sub 2.

(c) Certain employees of the Target will be entitled to phantom awards from the Target as a result of the change of control effected by the Acquisition. Merger Sub 1 has agreed to cause the Parent to pay and discharge all of such awards; certain of such employees has agreed to use a portion of such employees’ award to purchase approximately $10,000,000 of Parent common stock (valued as per the Purchase Agreement).

(d) On the Closing Date:

a. the Escrowed Funds shall be released from escrow;

b. Merger Sub 1 shall merge into Merger Sub 2, with Merger Sub 2 as the survivor;

c. Merger Sub 2 shall acquire all of the Target’s issued and outstanding capital stock from the Sellers for Parent common stock (as described in clause (c) above) and cash;

d. Merger Sub 2 shall merge into the Target, with the Target as the survivor, and upon such merger the Target shall become an “unrestricted subsidiary” under the documents governing the Parent’s applicable outstanding indebtedness;

e. Concurrently with the merger of Merger Sub 2 into the Target, the Target shall be redomiciled in Delaware and its organizational documents shall be amended to reflect the bankruptcy remote features corresponding to those in the organizational documents for Merger Sub 2;

f. the Existing Debt shall be repaid, together with any applicable prepayment premium or fee, with the commitments thereunder being terminated and all guarantees, liens and security interests in respect thereof being released (collectively, the “Refinancing”);

g. the Target shall assume the obligations under all outstanding Notes and/or Bridge Loans;

h. certain subsidiaries of the Target shall guarantee all of the outstanding Notes and/or Bridge Loans;

i. the Merger Sub 2 warrants shall become warrants for Target capital stock, issued to the Investors, to be exercisable for the percentage of the outstanding Target capital stock set forth in Exhibit B to the Commitment Letter (after giving effect to the exercise of the warrants), and the pledge of Merger Sub 2 capital stock and any proceeds, products, substitutions or replacements thereof to secure the Convertible Notes will become a pledge of all of the Target capital stock and any proceeds, products, substitutions or replacements thereof; and

j. all fees, premiums, expenses and other transaction costs incurred in connection with the Transactions (the “Transactions Costs”) will be paid.

The issuance of the Notes and/or the borrowing of the Bridge Loans is referred to as the “Debt Financing”, the issuance of the Convertible Senior Secured Notes is referred to as the “Convertible Note Financing” and the contributions by the Parent to or on behalf of Merger Sub 1 and Merger Sub 2 (with all such contributions to be in the form of common equity) in the aggregate amount (inclusive of cash and non-cash contributions, and including the transactions described in clauses (c) and (d) above) of at least $250,000,000 are referred to collectively as the “Equity Contribution.” The Debt Financing and the Equity Contribution, together with the Acquisition, the merger of Merger Sub 1 into Merger Sub 2, the merger of Merger Sub 2 into the Target, the Refinancing and the payment of the Transactions Costs, are collectively referred to as the “Transactions.”

EXHIBIT A TO COMMITMENT LETTER

CLOSING CONDITIONS

Capitalized terms used but not defined in this Exhibit A have the meanings assigned to them elsewhere in this Commitment Letter. The Commitment of each Investor to purchase Convertible Senior Secured Notes on the Closing Date is conditioned only upon satisfaction of the conditions precedent contained in Section 2 of this Commitment Letter and those conditions below. For purposes of this Exhibit A, references to “we”, “us” or “our” means each of the Investors and their respective affiliates.

GENERAL CONDITIONS TO COMMITMENTS OF INVESTORS

1. Transactions. The Transactions (including the Acquisition) shall have been consummated or will be consummated substantially concurrently with or immediately following the purchase and sale of the Convertible Senior Secured Notes. The Acquisition shall be consummated pursuant to the terms set forth in the Purchase Agreement in the form as of the date of the Commitment Letter.

2. Securities Purchase Agreement. The parties shall have entered into a mutually agreeable Securities Purchase Agreement no later than the last VWAP Trading Day (as defined in Exhibit B) of the Initial Measurement Period (as defined in Exhibit B).

3. DTC. The Convertible Senior Secured Notes shall be delivered to Investors in book-entry form through the facilities of The Depositary Trust Company.

4. Customary Closing Documents. The following documents required to be delivered under the Definitive Note Documents shall have been delivered: customary legal opinions, customary corporate records (including evidence that the maximum number of shares of the Parent’s common stock and shares of the Target’s common stock issuable upon conversion of the Convertible Senior Secured Notes and exercise of the warrants have been reserved), and good standing certificates, customary closing date officers’ certificates as to the accuracy in all material respects of the Specified Representations and any documents necessary to perfect the first-priority security interest in the Collateral (including evidence of any required payments for filing fees, taxes and other amounts payable in connection with such perfection).

5. Consent Solicitation. The indenture relating to Parent’s 8.75% Senior Secured Notes Due 2023 shall have been amended to exclude from the definition of Excluded Assets therein any proceeds, products, substitutions or replacements of the Collateral set forth on Exhibit B (the “Consent Solicitation Condition”).

6. No Impediments. No temporary restraining order, preliminary or permanent injunction or other judgment or order issued by any governmental authority and no law shall be in effect restraining, enjoining, making illegal or otherwise prohibiting the consummation of the transactions contemplated by the Definitive Note Documents and there shall not be pending any suit, action or proceeding by any governmental authority seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by the Definitive Note Documents.

Exhibit A-1

EXHIBIT B

TO COMMITMENT LETTER

CONVERTIBLE SENIOR SECURED NOTES TERM SHEET

Exhibit B-1

Project Emerald

$150.0 million of Convertible Senior Secured Notes

Summary of Principal Terms and Conditions

Issuer	Bristow Group Inc., a Delaware corporation (the “Issuer”).
Guarantors	None.
Investors	Signatories to the commitment letter to which this term sheet is attached.
Securities	$150,000,000 principal amount of convertible senior secured notes due 2024 (the “Notes”).
Acquisition	The acquisition by the Issuer of Columbia Helicopters, Inc., an Oregon corporation (after giving effect to any merger and/or redomestication of such entity in connection with the acquisition, “Columbia”)
Contingent Warrants	The Investors will receive warrants (“Warrants”) representing a portion of the common equity capital of Columbia equal to 60% of such capitalization (if $150,000,000 principal amount of the Notes are issued) or 54% (if $135,000,000 principal amount of the Notes are issued), with such percentage proportionately adjusted for any aggregate principal amount between such amounts, in each case, after giving effect to full exercise of the Warrants. The Warrants will be exercisable solely following certain events of bankruptcy, insolvency and reorganization with respect to the Issuer. The exercise price of the Warrants will be payable solely by tender of the related pro rata portion of the Notes.
Collateral	The Notes will be secured by a pledge of all of the capital stock of Columbia and proceeds thereof pursuant to a Pledge Agreement (the “Pledge Agreement”).
Negative Covenants Applicable to Issuer	The Issuer will agree to be bound by the covenant regarding limitations on restricted payments contained in the indenture governing the Issuer’s 6 1/4% senior unsecured notes due 2022 as in effect on the date hereof, regardless of whether such notes remain outstanding or such indenture remains in effect or is subsequently amended. In addition, the Issuer shall not (a) create, incur or permit to exist any lien on the Collateral other than the lien granted pursuant to the Pledge Agreement, (b) sell, lease, transfer or otherwise dispose of (including by means of merger, consolidation, share exchange, combination or other similar

Exhibit B-2

	transaction) any Collateral or (c) permit Columbia or any of its subsidiaries to sell, lease, transfer or otherwise dispose of (including by means of merger, consolidation, share exchange, combination or other similar transaction) all or substantially all of the assets of Columbia and its subsidiaries, taken as a whole.
Negative Covenants Applicable to Columbia	The Indenture will require that the Issuer cause Columbia and its Restricted Subsidiaries (to be defined in Columbia’s Senior Secured Notes Indenture) to comply with the covenants with respect to debt, liens, restricted payments, dividends and investments, and transactions with affiliates, as in effect on the initial issuance date of senior secured notes thereunder, regardless of whether Columbia’s senior secured notes remain outstanding or such Senior Secured Notes Indenture remains in effect or is subsequently amended. Such covenants included in the Senior Secured Notes Indenture shall be no more permissible than those described in the Senior Secured Notes Illustrative Term Sheet provided to the Investors on November 8, 2018 at 10:40 P.M., Eastern time.
Use of Proceeds	The proceeds of the offering of the Notes will be used for the Acquisition.
Authorized Denominations	A principal amount of Notes equal to $1,000 or any integral multiple of $1,000 in excess thereof
Common Stock	Common stock of the Issuer, par value $0.01 per share (“Common Stock”). The Common Stock is listed on The New York Stock Exchange (“NYSE”) under the symbol “BRS.”
Offering Type	Section 4(a)(2) private placement. The Issuer will cause the Notes to be issued in global form pursuant to the facilities of The Depository Trust Company (“DTC”).
No Registration Rights; Additional Interest	The offer and sale of the Notes and shares of Common Stock, if any, issuable upon the conversion of the Notes will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. However, if, at any time during the six-month period beginning on, and including, the date that is six months after the Last Original Issue Date (as defined below) of the Notes,

Exhibit B-3

•  the Issuer fails to timely file any report (other than Form 8-K reports) that the Issuer is required to file with the SEC pursuant to Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) (after giving effect to all applicable grace periods thereunder); or

•  such Notes are not otherwise Freely Tradable (as defined below),

then additional interest will accrue on such Notes for each day during such period on which such failure is continuing or such Notes are not Freely Tradable.

In addition, additional interest will accrue on any Notes on each day on which such Notes are not Freely Tradable on or after the fifth business day after the Free Trade Date (as defined below”).

Any additional interest that accrues on any Note will be payable on the same dates and in the same manner as the stated interest on such Note and will accrue at a rate per annum equal to 0.50% of the principal amount thereof. However, in no event will additional interest accruing as a result of the failure by the Issuer to timely file any report pursuant to the Exchange Act, together with any special interest that accrues pursuant to the provisions described below under the caption “Events of Default,” accrue on any day on a Note at a combined rate per annum that exceeds 0.50%. For the avoidance of doubt, any additional interest that accrues on the Notes will be in addition to the stated interest, and any supplemental interest (as defined below under the caption “Conversion Settlement”), that accrues on such Notes and, subject to the preceding sentence, in addition to any special interest that accrues on such Notes.

The Issuer will use commercially reasonable efforts to prevent any of its controlled affiliates from acquiring any Note (or any beneficial interest therein), unless such note is surrendered to the trustee for cancellation.

The accrual of additional interest will be the exclusive remedy available to noteholders for the failure of their Notes to become Freely Tradable.

“Free Trade Date” means, with respect to any Note, the date that is one year after the Last Original Issue Date of such Note.

“Freely Tradable” means, with respect to any Note, that such Note would be eligible to be offered, sold or otherwise transferred pursuant to Rule 144 under the Securities Act or

Exhibit B-4

	otherwise if held by a person that is not an affiliate of the Issuer, and that has not been an affiliate of the Issuer during the immediately preceding three months, without any requirements as to volume, manner of sale, availability of current public information or notice under the Securities Act (except that, during the six-month period beginning on, and including, the date that is six months after the Last Original Issue Date of such Note, any such requirement as to the availability of current public information will be disregarded if the same is satisfied at that time); provided, however, that from and after the Free Trade Date of such Note, such Note will not be “Freely Tradable” unless such Note (x) is not identified by a “restricted” CUSIP or ISIN number; and (y) is not represented by any certificate that bears a restricted note legend. The indenture and the certificates initially representing each Note issued in the offering will provide that if the Issuer sends notice to the trustee that the restricted note legend affixed to such note no longer applies, then such legend will be deemed to be removed from such Note and such Note will be deemed to be identified by the “unrestricted” CUSIP and ISIN numbers that the Issuer has obtained for the Notes in connection with the offering. However, if such note is a global note and DTC requires a mandatory exchange or other procedure to cause such global note to be identified by “unrestricted” CUSIP and ISIN numbers in its facilities, then (x) the Issuer will effect such exchange or procedure as soon as reasonably practicable; and (y) for purposes of this definition of “Freely Tradable” and the provisions described above under the caption “No Registration Rights; Additional Interest,” such global note will not be deemed to be identified by “unrestricted” CUSIP and ISIN numbers until such time as the exchange or procedure is effected. “Last Original Issue Date” means, with respect to the Notes and any Notes issued in exchange therefor or in substitution thereof, the date of first issuance of such Notes. The Issuer may not issue any additional Notes after the completion of the offering.
Maturity Date	December 1, 2024, unless earlier repurchased, redeemed or converted.
Interest	Cash interest will accrue from the date of the commitment letter to which this term sheet is attached and will be payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2019 (each, an “Interest Payment Date”).

Exhibit B-5

The stated interest rate of the Notes will be 7.0% per annum.

Conversion Rights

Noteholders may convert their Notes at their option only in the following circumstances: •  during any calendar quarter commencing after the calendar quarter ending on [March 31, 2019]1, if the last reported sale price per share of the Common Stock exceeds 130% of the Conversion Price for each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; •  during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “Measurement Period”) in which the Trading Price per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of Common Stock on such trading day and the Conversion Rate on such trading day; •  upon the occurrence of (i) customary specified distributions on the Common Stock; or (ii) customary specified corporate events, including a Fundamental Change, a Make-Whole Fundamental Change (other than a Make-Whole Fundamental Change occurring pursuant to clause (ii) of the definition thereof) and common stock change events (“Specified Corporate Events”); •  if the Issuer calls the Notes for redemption; and •  at any time from, and including, June 1, 2024 until the close of business on the scheduled trading day immediately before the Maturity Date. “Trading Price” of the Notes on any trading day means the average of the secondary market bid quotations, expressed as a cash amount per $1,000 principal amount of Notes, obtained by the Bid Solicitation Agent for five million dollars ($5,000,000) (or such lesser amount as may then be outstanding) in principal amount of Notes at approximately 3:30 p.m., New York City time, on such trading day from three (3) nationally recognized independent securities dealers selected by the Issuer; provided, however, that, if three (3) such bids cannot reasonably be

¹  To be the last date of first calendar quarter ending after the 30th trading day following the initial closing date of the Notes.

Exhibit B-6

obtained by the Bid Solicitation Agent but two (2) such bids are obtained, then the average of the two (2) bids will be used, and if only one (1) such bid can reasonably be obtained by the Bid Solicitation Agent, then that one (1) bid will be used. If, on any trading day, (A) the Bid Solicitation Agent cannot reasonably obtain at least one (1) bid for five million dollars ($5,000,000) (or such lesser amount as may then be outstanding) in principal amount of Notes from a nationally recognized independent securities dealer; (B) the Issuer is not acting as the Bid Solicitation Agent and the Issuer fails to instruct the Bid Solicitation Agent to obtain bids when required; or (C) the Bid Solicitation Agent fails to solicit bids when required, then, in each case, the Trading Price per $1,000 principal amount of Notes on such trading day will be deemed to be less than ninety eight percent (98%) of the product of the last reported sale price per share of Common Stock on such trading day and the Conversion Rate on such trading day. “Bid Solicitation Agent” means the person who is required to obtain bids for the Trading Price in accordance with the Indenture. The initial Bid Solicitation Agent on the Issue Date will be the Issuer; provided, however, that the Issuer may appoint any other person (including itself or any of its subsidiaries) to be the Bid Solicitation Agent at any time after the Issue Date without prior notice. “Conversion Price” means, as of any time, an amount equal to (ii) $1,000, divided by (ii) the Conversion Rate (as defined below) in effect at such time.

Conversion Rate

The initial Conversion Rate for the Notes will be an amount, rounded down to the nearest fourth decimal place, equal to (i) $1,000, divided by (ii) the greater of (x) 110% of the Reference Price and (y) 120% of the Measurement Price. “Reference Price” means the closing price per share of Common Stock on the last VWAP Trading Day of the Initial Measurement Period. “Measurement Price” means the arithmetic average of the Daily VWAPs for each VWAP Trading Day in the Initial Measurement Period. “Initial Measurement Period” means the three (3) consecutive VWAP Trading Days beginning on, and including, the VWAP Trading Day immediately following the date the receipt of the Required Consent is first publicly announced (or, if such public announcement is made on a VWAP Trading Day before the

Exhibit B-7

open of trading on the NYSE on such VWAP Trading Day, beginning on, and including, such date of first public announcement).

The Conversion Rate for the Notes will be subject to customary anti-dilution adjustments, including for any dividends on the Common Stock. In addition, if a Make-Whole Fundamental Change (as defined below) occurs and a Note is converted with a conversion date occurring during the related Make-Whole Fundamental Change Conversion Period (as defined below), then the Issuer will, in certain circumstances, increase the Conversion Rate applicable to such conversion, with such increase to be determined by reference to a customary “make-whole” table.

“Make-Whole Fundamental Change” means (i) a Fundamental Change (as defined below) (determined after giving effect to the proviso immediately after clause (v) of the definition thereof, but without regard to the proviso to clause (ii) of such definition); or (ii) the sending of any notice of redemption pursuant to the provisions described below under the caption “Optional Redemption.”

“Make-Whole Fundamental Change Conversion Period” has the following meaning:

(i) in the case of a Make-Whole Fundamental Change pursuant to clause (i) of the definition thereof, the period from, and including, the Make-Whole Fundamental Change Effective Date (as defined below) of such Make-Whole Fundamental Change to, and including, the 35th trading day after such Make-Whole Fundamental Change Effective Date (or, if such Make-Whole Fundamental Change also constitutes a Fundamental Change, to, but excluding, the related Fundamental Change Repurchase Date (as defined below)); and

(ii) in the case of a Make-Whole Fundamental Change pursuant to clause (ii) of the definition thereof, the period from, and including, the date the Issuer sends the redemption notice for the related redemption to, and including, the business day immediately before the related redemption date.

“Make-Whole Fundamental Change Effective Date” means (i) with respect to a Make-Whole Fundamental Change pursuant to clause (i) of the definition thereof, the date on which such Make-Whole Fundamental Change occurs or becomes effective; and (ii) with respect to a Make-Whole Fundamental Change pursuant to clause (ii) of the definition thereof, the date the Issuer sends the related notice of redemption.

Exhibit B-8

“Required Consent” means the consent under the Issuer’s 8.75% senior secured notes due 2023 described in Exhibit A to the Commitment Letter.

Conversion Settlement

The Issuer will settle conversions by paying or delivering, as applicable, cash (“Cash Settlement”), shares of Common Stock (“Physical Settlement”) or a combination of cash and shares of Common Stock (“Combination Settlement,” and, together with Cash Settlement and Physical Settlement, the “Settlement Methods”), at the Issuer’s election, but subject to the provisions described below. The consideration due upon conversion of each $1,000 principal amount of a Note will be as follows (in addition to accrued and unpaid interest): •  if Physical Settlement applies, a number of shares of Common Stock equal to the Conversion Rate in effect on the conversion date for such conversion; •  if Cash Settlement applies, cash in an amount equal to the sum of the Daily Conversion Values for each VWAP Trading Day in the Observation Period for such conversion (each, as defined below); or •  if Combination Settlement applies, (i) a number of shares of Common Stock equal to the sum of the Daily Share Amounts (as defined below) for each VWAP Trading Day in the Observation Period for such conversion; and (ii) an amount of cash equal to the sum of the Daily Cash Amounts (as defined below) for each VWAP Trading Day in such Observation Period. However, in lieu of delivering any fractional share of Common Stock otherwise due upon conversion, the Issuer will pay cash based on (i) the Daily VWAP on the applicable conversion date (or, if such conversion date is not a VWAP Trading Day, the immediately preceding VWAP Trading Day), in the case of Physical Settlement; or (ii) the Daily VWAP on the last VWAP Trading Day of the applicable Observation Period, in the case of combination settlement. Except as described below, the Issuer must use the same Settlement Method for all conversions with a conversion date that occurs on the same day, but the Issuer will not be obligated to use the same Settlement Method for conversions with conversion dates that occur on different days. All conversions

Exhibit B-9

with a conversion date that occurs on or after June 1, 2024 will be settled using the same Settlement Method, and the Issuer will send notice of such Settlement Method to noteholders no later than the open of business on June 1, 2024. If the Issuer elects a Settlement Method for a conversion with a conversion date that occurs before June 1, 2024, then the Issuer will send notice of such Settlement Method to the converting noteholder no later than the close of business on the business day immediately after the conversion date. Notwithstanding anything to the contrary described above, but subject to the immediately following paragraph, if the Issuer calls any Notes for redemption, then (i) the Issuer will specify in the related redemption notice the Settlement Method that will apply to all conversions with a conversion date that occurs on or after the date the Issuer send such redemption notice and before the related redemption date; and (ii) if the related redemption date is on or after June 1, 2024, then such Settlement Method must be the same Settlement Method that applies to all conversions with a conversion date that occurs on or after June 1, 2024.

Notwithstanding anything to the contrary described above, Cash Settlement will apply to the conversion of any Note whose conversion date occurs before the date the Requisite Stockholder Approval (as defined below) is obtained. For the avoidance of doubt, the Issuer will not be permitted to elect Physical Settlement or Combination Settlement with respect to any such conversion.

The Issuer will use its reasonable best efforts to obtain the Requisite Stockholder Approval, including by seeking such approval, if not previously obtained, at each future regular annual meeting of its stockholders and endorsing its approval in the related proxy materials. The Company will promptly notify the noteholders if the Requisite Stockholder Approval is obtained.

Supplemental interest will accrue on the Notes on each day after the first regular annual meeting of the Issuer’s stockholders, if the Requisite Stockholder Approval has not been obtained as of such day.

Any supplemental interest that accrues on any Note will be payable on the same dates and in the same manner as the stated interest on such Note and will accrue at a rate per annum equal to 0.50% of the principal amount thereof. For the avoidance of doubt, any supplemental interest that accrues on the Notes will be in addition to the stated interest, and any special interest or additional interest, that accrues on such Notes.

Exhibit B-10

“VWAP Trading Day” means a day on which (i) there is no market disruption event; and (ii) trading in the Common Stock generally occurs on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not then listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded. If the Common Stock is not so listed or traded, then “VWAP Trading Day” means a business day.

“Observation Period” means, with respect to any Note to be converted:

•  subject to the immediately following bullet, if the conversion date for such Notes occurs on or before the 45th scheduled trading day immediately before the Maturity Date, the 40 consecutive VWAP Trading Days beginning on, and including, the third VWAP Trading Day immediately after such Conversion Date;

•  if such conversion date occurs on or after the date the Issuer has sent a redemption notice and before the related redemption date, the 40 consecutive VWAP Trading Days beginning on, and including, the 41st scheduled trading day immediately before such redemption date; and

•  subject to the immediately preceding bullet, if such conversion date occurs after the 45th scheduled trading day immediately before the Maturity Date, the 40 consecutive VWAP Trading Days beginning on, and including, the 41st scheduled trading day immediately before the Maturity Date.

“Daily VWAP” means, for any VWAP Trading Day, the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “BRS <EQUITY> AQR” (or, if such page is not available, its equivalent successor page) in respect of the period from the scheduled open of trading until the scheduled close of trading of the primary trading session on such VWAP Trading Day (or, if such volume-weighted average price is unavailable, the market value of one share of Common Stock on such VWAP Trading Day, determined, using a volume-weighted average price method, by a nationally recognized independent investment banking firm selected by the Issuer). The Daily VWAP will be determined without regard to after-hours trading or any other trading outside of the regular trading session.

Exhibit B-11

“Daily Conversion Value” means, with respect to any VWAP Trading Day, one-40th of the product of (i) the Conversion Rate on such VWAP Trading Day; and (ii) the Daily VWAP per share of Common Stock on such VWAP Trading Day. “Daily Share Amount” means, with respect to any VWAP Trading Day, the quotient obtained by dividing (i) the excess, if any, of the Daily Conversion Value for such VWAP Trading Day over the applicable Daily Maximum Cash Amount (as defined below) by (ii) the Daily VWAP for such VWAP Trading Day. For the avoidance of doubt, the Daily Share Amount will be zero for such VWAP Trading Day if such Daily Conversion Value does not exceed such Daily Maximum Cash Amount. “Daily Maximum Cash Amount” means, with respect to the conversion of any Note, the quotient obtained by dividing (i) the Specified Dollar Amount (as defined below) applicable to such conversion by (ii) 40. “Specified Dollar Amount” means, with respect to the conversion of a Note to which Combination Settlement applies, the maximum cash amount per $1,000 principal amount of such Note deliverable upon such conversion (excluding cash in lieu of any fractional share of Common Stock), which shall not be less than $1,000. “Daily Cash Amount” means, with respect to any VWAP Trading Day, the lesser of (i) the applicable Daily Maximum Cash Amount; and (ii) the Daily Conversion Value for such VWAP Trading Day. “Requisite Stockholder Approval” means the stockholder approval contemplated by NYSE Listing Standard Rule 312.03(c) with respect to the issuance of shares of Common Stock upon conversion of the Notes in excess of the limitations imposed by such rule; provided, however, that the Requisite Stockholder Approval will be deemed to be obtained if, due to any amendment or binding change in the interpretation of the applicable listing standards of the NYSE, such stockholder approval is no longer required for the Issuer to settle all conversions of the Notes by Physical Settlement.

Optional Redemption

The Issuer may not redeem the Notes prior to December 1, 2022 and until the Issuer has received the Requisite Stockholder Approval. If the Requisite Stockholder Approval has been

Exhibit B-12

attained, the Notes will be redeemable, in whole and not in part, at the Issuer’s option at any time on a redemption date occurring on or after December 1, 2022, for cash, but only if the last reported sale price per share of Common Stock exceeds 150% of the Conversion Price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Issuer sends the related redemption notice; and (ii) the trading day immediately before the date the Issuer sends such notice (an “Optional Redemption”). The redemption price for any Note called for Optional Redemption will be the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the redemption date. However, if the redemption date is after a regular record date and on or before the next Interest Payment Date, then (i) the holder of such Note at the close of business on such regular record date will be entitled, notwithstanding such redemption, to receive, on or, at the Issuer’s election, before such Interest Payment Date, the unpaid interest that would have accrued on such Note to, but excluding, such Interest Payment Date; and (ii) the redemption price will not include accrued and unpaid interest on such Note to, but excluding, such redemption date. The Issuer will give notice of any such redemption not less than 45 nor more than 75 scheduled trading days before the redemption date.

Fundamental Change

If a Fundamental Change (as defined below) occurs, then each noteholder will have the right to require the Issuer to repurchase its Notes (or any portion thereof in an authorized denomination) for cash on a date (the “Fundamental Change Repurchase Date”) of the Issuer’s choosing, which must be a business day that is no more than 35, nor less than 20, business days after the date the Issuer sends the related fundamental change notice, as described below. The repurchase price (the “Fundamental Change Repurchase Price”) for a Note tendered for repurchase will be the principal amount of such Note plus accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date. However, if the Fundamental Change Repurchase Date is after a regular record date and on or before the next Interest Payment Date, then (i) the holder of such Note at the close of business on such regular record date will be entitled, notwithstanding such repurchase, to receive, on or, at the Issuer’s election, before such Interest Payment Date, the unpaid

Exhibit B-13

interest that would have accrued on such Note to, but excluding, such Interest Payment Date; and (ii) the Fundamental Change Repurchase Price will not include accrued and unpaid interest on such Note to, but excluding, the Fundamental Change Repurchase Date.

On or before the 15th business day after the occurrence of a Fundamental Change, the Issuer will send to each noteholder notice of such Fundamental Change containing customary information.

“Fundamental Change” means any of the following events:

(i) a “person” or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), becomes the direct or indirect “beneficial owner” (as defined below) of shares of the Common Stock representing more than 50% of the voting power of all of the then-outstanding Common Stock entitled to vote generally in the election of directors and (1) files a Schedule 13D or Schedule TO or any other schedule, form or report under the Exchange Act disclosing such beneficial ownership or (2) the Issuer otherwise becomes aware of any such person or group; provided that this clause (i) will not apply to a transaction described in clause (ii) below (including the proviso thereto);

(ii) the consummation of (A) any recapitalization, reclassification or change of the Common Stock (other than changes resulting from a share split or share combination or changes solely to par value) as a result of which all of the Common Stock would be converted into, or exchanged for, stock, other securities, other property or assets; (B) any share exchange, consolidation or merger of the Issuer pursuant to which all of the Common Stock will be converted into cash, securities or other property or assets; or (C) any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the consolidated assets of the Issuer and its subsidiaries, taken as a whole, to any person other than one of its wholly owned subsidiaries; provided, however, that neither (a) a transaction or event or series of transactions or events described in clause (A) or (B) above in which the holders of all classes of the Issuer’s common equity immediately prior to such transaction or event or series of transactions or events own, directly or indirectly, more than 50% of all classes of common equity of the continuing or surviving corporation or transferee, or the parent thereof, immediately after such transaction or event or series of transactions or events in substantially the same proportions as such ownership

Exhibit B-14

immediately prior thereto nor (b) any merger or consolidation of the Issuer solely for the purpose of changing its jurisdiction of incorporation that results in a reclassification, conversion or exchange of the outstanding Common Stock solely into shares of common stock of the surviving entity will be a Fundamental Change pursuant to this clause (v); (iii) any sale, lease or other transfer (including by means of merger, consolidation, share exchange, combination or other similar transaction), in one transaction or a series of transactions, of 25% or more of the consolidated net tangible assets of Columbia, to any person other than a wholly owned subsidiary of Columbia; or (iv) the Common Stock ceases to be listed for trading on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market and continues not to be so listed as of the date that the Company sends the related Fundamental Change Repurchase Notice; (v) the Issuer’s stockholders approve any plan or proposal for the Issuer’s liquidation or dissolution; provided, however, that a Fundamental Change will be deemed not to have occurred pursuant to clause (i) or (ii) above pursuant to a transaction or series of transactions if more than 90% of the consideration in such transaction or transactions (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) which otherwise would constitute a Fundamental Change under clause (ii) above consists of shares of common stock traded or to be traded immediately following such transaction or transactions on the NYSE, the NASDAQ Global Select Market or the NASDAQ Global Market and, as a result of the transaction or transactions, the Notes become convertible, upon satisfaction of the conditions to conversion, into such common stock (and any rights attached thereto) (subject to the Issuer’s right to settle conversions by Physical Settlement, Combination Settlement or Cash Settlement). Whether a person is a “beneficial owner,” and whether shares are “beneficially owned,” will be determined in accordance with Rule 13d-3 under the Exchange Act.

Consolidation, Merger and Asset Sale

The Issuer will not consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the consolidated assets of

Exhibit B-15

the Issuer and its subsidiaries, taken as a whole, to another person (a “Business Combination Event”), unless: •  the resulting, surviving or transferee person is the Issuer or, if not the Issuer, is a corporation (the “Successor Corporation”) duly organized and existing under the laws of the United States of America, any State thereof or the District of Columbia that expressly assumes (by executing and delivering to the trustee for the Notes, at or before the effective time of such Business Combination Event, a supplemental indenture) all of the Issuer’s obligations under the Notes and the indenture governing the Note; and •  immediately after giving effect to such Business Combination Event, no default or Event of Default will have occurred and be continuing. At the effective time of a Business Combination Event that complies with the provisions described above, the Successor Corporation (if not the Issuer) will succeed to, and may exercise every right and power of, us under the Notes and the indenture governing the Notes, and, except in the case of a lease, the predecessor company will be discharged from its obligations under such indenture and the Notes.

Events of Default

The Notes will be subject to customary remedy provisions upon an Event of Default. An “Event of Default” means the occurrence of any of the following: (1) a default in the payment of any principal amount, redemption price or Fundamental Change Repurchase Price for any Note, in each case when due and payable, whether at maturity, upon redemption, repurchase upon Fundamental Change, acceleration or otherwise; (2) a default in the payment of any interest under the Notes when due, which default continues for 30 days; (3) a default in the Issuer’s obligation to convert a Note upon the exercise of the conversion right with respect thereto, which default continues for five business days; (4) the Issuer’s failure to provide, when required, a fundamental change notice; (5) a default in the Issuer’s obligations described above under the caption “Consolidation, Merger and Asset Sale”;

Exhibit B-16

(6) a default in any of the Issuer’s obligations or agreements under the indenture for the Notes or under the Notes (other than a default described in paragraphs (1), (2), (3), (4) or (5) above), where such default is not cured or waived within 60 days after notice to the Issuer by the trustee, or to the Issuer and the trustee by holders of at least 25% of the aggregate principal amount of Notes then outstanding, which notice must specify such default, demand that it be remedied and state that such notice is a “notice of default”;

(7) a default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Issuer or any of its subsidiaries, other than any subsidiary that is designated an “Unrestricted Subsidiary” under the supplemental indenture governing the Issuer’s 6¹⁄₄% senior notes due 2022 (the “2022 Indenture) or any other indenture or supplemental indenture containing substantially similar provisions related to unrestricted subsidiaries or similar concepts that are no less restrictive than those under the 2022 Indenture (collectively, “Unrestricted Subsidiaries”) (or the payment of which is guaranteed by the Issuer or any of its subsidiaries (other than Unrestricted Subsidiaries)), which default is caused by a failure to pay principal of or premium or interest on such indebtedness prior to the expiration of any grace period provided in such indebtedness, including any extension thereof (a “payment default”), or results in the acceleration of such indebtedness prior to its stated maturity and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates in excess of $50,000,000 (or the foreign currency equivalent thereof); provided, however, that if any such default is cured or waived or any such acceleration rescinded, or such indebtedness is repaid, within a period of 10 days from the continuation of such default beyond the applicable grace period or the occurrence of such acceleration, as the case may be, then such event of default and any consequential acceleration of the Notes will be automatically rescinded, so long as such rescission does not conflict with any judgment or decree;

(8) a final judgment for the payment of $50,000,000 (or the foreign currency equivalent thereof) or more (excluding amounts covered by insurance) is rendered against the Issuer or any of its “significant subsidiaries” (as defined in Regulation S-X

Exhibit B-17

under the Securities Act) (other than Unrestricted Subsidiaries), which judgment is not discharged or stayed within 60 days after (i) the date on which the right to appeal thereof has expired, if no such appeal has commenced; or (ii) the date on which all rights to appeal have been extinguished; (9) certain events of bankruptcy, insolvency and reorganization with respect to the Issuer or any of its significant subsidiaries (other than Unrestricted Subsidiaries); and (10) (i) the Pledge Agreement ceases for any reason to be enforceable; (ii) the lien purported to be granted under the Pledge Agreement ceases to be an enforceable and perfected first-priority lien in the Collateral; or (iii) the Issuer or any person validly acting on behalf of the Issuer denies or disaffirms, in writing, any obligation of the Issuer set forth in or arising under the Pledge Agreement. The Issuer may elect that the sole remedy for certain customary reporting events of default will, for each of the first 180 calendar days on which a reporting event of default has occurred and is continuing, consist exclusively of the accrual of special interest on the Notes. Any special interest that accrues on a Note will be payable on the same dates and in the same manner as the stated interest on such Note and will accrue at a rate per annum equal to 0.25% of the principal amount thereof. However, in no event will special interest, together with any additional interest that accrues pursuant to the provisions described above under the caption “No Registration Rights; Additional Interest” as a result of the failure by the Issuer to timely file any report pursuant to the Exchange Act, accrue on any day on a Note at a combined rate per annum that exceeds 0.50%. For the avoidance of doubt, any special interest that accrues on the Notes will be in addition to the stated interest, and any supplemental interest, that accrues on such Notes and, subject to the preceding sentence, in addition to any additional interest that accrues on such Notes. Upon acceleration of the Notes following an Event of Default, holders will be entitled to receive a make-whole premium equal to the discounted present value of the remaining interest payments scheduled to occur on the Notes from the date of acceleration to the Maturity Date.

Covenant Defeasance; Release of Collateral

If: •  the Requisite Stockholder Approval has been obtained;

Exhibit B-18

•  the Issuer has caused there to be irrevocably deposited, with the trustee or the paying agent for the benefit of the noteholders, cash in an aggregate amount equal to the sum of (i) the remaining scheduled interest payments on each Note outstanding as of the time of such deposit (assuming, for these purposes, that additional interest and special interest would accrue on such Note at their respective maximum rates per annum); and (ii) 100% of the principal amount of each Note outstanding as of the time of such deposit; •  with respect to each Note, if any, for which a conversion date has occurred, but the consideration due upon such conversion has not been fully paid or delivered, as of the time of the deposit referred to in the bullet point above, the Issuer has caused there to be irrevocably deposited, with the trustee or the conversion agent for the benefit of the noteholders, the maximum kind and amount of consideration due in respect of such conversion; •  as of the time of the deposits referred into in the preceding bullets, no default in the payment or delivery of any amount or property on any Note has occurred and is continuing; •  the Issuer has irrevocably elected Physical Settlement, or Combination Settlement with a Specified Dollar Amount not exceeding $1,000 per $1,000 principal amount of Notes, to apply to all subsequent conversions of Notes; •  the Issuer has delivered to the trustee an opinion of counsel confirming that the noteholders will not recognize any income, gain or loss for federal income tax purposes as a result of the covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times, as would have been the case if the covenant defeasance had not occurred; and •  the Issuer has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent relating to the covenant defeasance have been complied with, then the provisions described above under the caption “Negative Covenants” will thereafter cease to apply, and the pledge of the capital stock of Columbia will be released.

Ranking

The Notes will be the Issuer’s senior secured obligations and will rank:

Exhibit B-19

	•  senior in right of payment to any of the Issuer’s indebtedness that is expressly subordinated in right of payment to the Notes; •  effectively senior to any of the Issuer’s unsecured indebtedness to the extent of the value of the collateral securing the Notes; •  equal in right of payment to any of the Issuer’s indebtedness that is not subordinated to the Notes; and •  structurally junior to all indebtedness and other liabilities (including trade payables) of the Issuer’s subsidiaries.
Trustee, Paying Agent, Registrar and Conversion Agent	U.S. Bank National Association
Tax	For purposes of Section 1273(c) of the Internal Revenue Code of 1986, as amended, and Treasury Regulations section 1.1273-2(h), the Issuer and each Holder and beneficial owner agree to allocate 99.90% of the price paid to acquire the Notes and the Warrants to the Notes and 0.10% to the Warrants.

Exhibit B-20

EX-10.4

Exhibit 10.4

BRISTOW GROUP INC.

SUBSCRIPTION AGREEMENT

(ROLLOVER EQUITY)

Form A

This Subscription Agreement (this “Agreement”), entered into effective as of the “Effective Date” (as defined below), is by and between Bristow Group Inc., a Delaware corporation (the “Company”), and [●] (“Employee”).

WHEREAS, the Company and Columbia Helicopters, Inc., an Oregon corporation (“CHI”), will, concurrent with the execution of this Agreement, enter into that certain Stock Purchase Agreement, dated as of the Execution Date, as defined therein (the “Stock Purchase Agreement”), pursuant to which, CHI will be acquired by, and become a wholly-owned subsidiary of, the Company (the “Transaction”);

WHEREAS, the “Effective Date” of this Agreement shall have the same meaning as the Execution Date of the Stock Purchase Agreement;

WHEREAS, CHI previously granted Employee phantom unit award(s) under a certain phantom stock plan or phantom stock plans maintained by CHI (collectively, the “Phantom Stock Plans”);

WHEREAS, pursuant to Section 4.2(f) of the Stock Purchase Agreement, CHI will, prior to the date on which the closing (the “Closing”) of the Transaction will occur (the “Closing Date”), take certain actions with respect to the Phantom Stock Plans to give effect to the transactions contemplated thereby, including terminating each of the Phantom Stock Plans effective prior to the Closing Date;

WHEREAS, the Company has agreed to pay and discharge, or cause to be paid and discharged, at Closing (or if not reasonably possible then no later than 10 business days after Closing), all payments to discharge CHI’s obligations to make payments under the Phantom Stock Plans (the “Phantom Plan Payments”);

WHEREAS, in connection with the Company’s payment of the Phantom Plan Payments, Employee has agreed to purchase, and the Company has agreed to issue, shares of common stock of the Company, par value $.01 (the “Shares”), on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows:

1. Purchase of Rollover Shares. On the terms and subject to the conditions of this Agreement, on the Closing Date, Employee hereby agrees to purchase, and the Company hereby agrees to sell and issue to Employee a number of Shares (the “Rollover Shares”) calculated as provided in Schedule I for an aggregate purchase price of [$●] (the “Base Subscription Price”), which Base Subscription Price shall be subject to reduction as provided in Schedule I;

2. Right of Repurchase of Rollover Shares. Subject to Section 4, the Company shall have the right (the “Repurchase Right”), but not the obligation, to purchase all or any portion of the Rollover Shares at par value (the “Repurchase Price”) in accordance with the following:

(a) 100% of the Rollover Shares shall be subject to the Repurchase Right in the event that Employee’s employment with the Company or any of its direct or indirect subsidiaries, parent companies or other affiliates (each an “Affiliate”) terminates for any reason prior to the first anniversary of the Closing Date;

(b) 50% of the Rollover Shares shall remain subject to the Repurchase Right in the event that Employee’s employment with the Company or its Affiliate terminates for any reason prior to the second anniversary of the Closing Date; and

(c) None of the Rollover Shares shall be subject to any Repurchase Right on or after the second anniversary of the Closing Date.

If elected, the Company shall exercise its Repurchase Right within 30 days after the date of Employee’s termination and by delivering written notice to Employee. The date on which such written notice is delivered to Employee shall be the “Election Date”. The closing of a purchase and sale under this Section 2 shall take place within 15 days following the Election Date at 10:00 a.m., Central Time, in Houston, Texas, or on such other date and at such other time and place as may be agreed to by the Company and Employee. At such closing, Employee shall assign and deliver the Rollover Shares acquired pursuant to the Company’s Repurchase Right to the Company free and clear of any encumbrances, together with such documents of transfer as shall be reasonably requested by the Company, and the Company shall deliver to Employee the full Repurchase Price therefor payable in cash, by wire transfer or other immediately available funds. For purposes of this Agreement, “Fair Market Value” shall have the same meaning given such term under the Company’s 2007 Long Term Incentive Plan, as amended (the “Plan”).

3. Transfer Restrictions. Employee may not attempt to sell, transfer, assign or pledge any Rollover Share while such Share is subject to a Repurchase Right, including during the period of the Repurchase Right in Section 2 (the “Transfer Restriction”).

4. Lapse of Restrictions. Notwithstanding the foregoing, the Repurchase Right and Transfer Restriction with respect to the Rollover Shares shall lapse on the earlier the (i) second anniversary of the Closing Date or (ii) date that Employee’s employment is terminated by the Company and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faith.

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5. Restricted Stock Unit Award. Immediately following the Closing Date, the Company will grant Employee a Restricted Stock Unit Award with terms and in a form substantially consistent with those set forth on Exhibit 1 attached hereto.

6. Book Entry Form Rollover Shares. Employee agrees that the Rollover Shares shall be held in book entry form at the Company’s transfer agent.

7. 83(b) Election. Within 30 days after the Closing Date, Employee shall make an election under Section 83(b) of the Internal Revenue Code with respect to the Rollover Shares issued hereunder. A form to be completed by Employee in connection with such election is attached hereto as Exhibit 2. To the extent that the receipt of the Rollover Shares or the execution of this Agreement results in compensation income or wages to Employee for federal, state or local tax purposes, the Company is authorized to withhold from any cash then or thereafter payable to Employee any taxes required to be withheld under applicable law.

8. Binding Effect. This Agreement, subject to the Transfer Restriction, shall be binding upon the parties hereto and their respective heirs, legal representatives, and successors.

9. GOVERNING LAW; WAIVER OF JURY TRIAL; VENUE: THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER TO THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT MAY ONLY BE INSTITUTED IN THE STATE DISTRICT COURTS OF HARRIS COUNTY, TEXAS, AND EACH PARTY IRREVOCABLY SUMMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

10. Securities and Tax Representations. Employee represents and warrants to the Company as follows:

(a) EMPLOYEE IS ACQUIRING THE ROLLOVER SHARES FOR HIS OR HER OWN ACCOUNT WITH THE PRESENT INTENTION OF HOLDING SUCH ROLLOVER SHARES FOR PURPOSES OF INVESTMENT AND NOT WITH A VIEW TOWARD REDISTRIBUTION, AND EMPLOYEE HAS NO INTENTION OF SELLING SUCH SHARES IN A PUBLIC DISTRIBUTION IN VIOLATION OF THE FEDERAL SECURITIES LAWS OR ANY APPLICABLE STATE SECURITIES LAWS.

- 3 -

(b) EMPLOYEE HAS BEEN ADVISED THAT THE ROLLOVER SHARES HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE 1933 ACT AND THAT BECAUSE THE ROLLOVER SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, EMPLOYEE CANNOT DISPOSE OF ANY OR ALL OF THE ROLLOVER SHARES, UNLESS THE ROLLOVER SHARES ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

(c) EMPLOYEE HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF THIS AGREEMENT AND, PARTICULARLY, THE PROVISIONS REGARDING RESTRICTIONS ON TRANSFER OF THE ROLLOVER SHARES AND UNDERSTANDS THAT BY EXECUTING THIS AGREEMENT BELOW, HE OR SHE IS BOUND BY THE TERMS HEREOF.

(d) EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH, AND, IF HE OR SHE HAS CHOSEN TO SO CONSULT, HAS RELIED UPON THE ADVICE OF EMPLOYEE’S OWN INDEPENDENT TAX COUNSEL IN CONNECTION WITH THE FEDERAL, STATE AND OTHER TAX CONSEQUENCES TO EMPLOYEE ARISING FROM EMPLOYEE’S RECEIPT AND OWNERSHIP OF THE ROLLOVER SHARES AND EACH OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE CONSEQUENCES OF A SECTION 83(B) ELECTION, AS WELL AS THE RECEIPT, HOLDING, REPURCHASE AND SALE OF THE ROLLOVER SHARES.

(e) EMPLOYEE ACKNOWLEDGES THAT EACH CERTIFICATE OR INSTRUMENT EVIDENCING THE ROLLOVER SHARES SHALL INITIALLY BEAR SUBSTANTIALLY THE FOLLOWING RESTRICTIVE LEGEND, EITHER AS AN ENDORSEMENT OR ON THE FACE THEREOF:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SUBSCRIPTION AGREEMENT, DATED AS OF NOVEMBER [●], 2018, BY AND AMONG BRISTOW GROUP, INC. AND THE HOLDER (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF BRISTOW GROUP, INC.).”

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11. No Right to Employment. Nothing contained in this Agreement shall be deemed to obligate the Company or any Affiliate to employ Employee in any capacity whatsoever or to prohibit or restrict the Company from terminating Employee’s employment at any time or for any reason whatsoever, with or without Cause.

12. NYSE Listing. Employee’s obligation to consummate the purchase is subject to the condition that, as of the Closing Date, the Shares of Common Stock constituting the Rollover Shares shall have been approved for listing on the NYSE (or any successor inter-dealer quotation system or stock exchange thereto) subject to official notice of issuance.

13. Entire Agreement. This Agreement and the documents referred to herein, or delivered pursuant hereto which form a part hereof, contain the entire understanding of the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and therein. This Agreement supersedes all prior agreements and understandings between the parties hereto with respect to such subject matter.

14. Counterpart Signatures. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

15. Further Assurances. The Company and Employee hereby agree to cooperate with each other in taking actions reasonably necessary to consummate the transactions contemplated hereby.

[Remainder of page intentionally left blank. Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date.

THE COMPANY:

BRISTOW GROUP INC.

By:

Name:

Title:

EMPLOYEE:

Signature Page to the Subscription Agreement

EXHIBIT 1

Summary of Terms and Conditions of

Restricted Stock Unit Award

[Award Date]

Form A

Bristow Group Inc. (the “Company”) hereby awards to you effective as of the date hereof (the “Award Date”)              number of Restricted Stock Units¹ (the “Restricted Stock Unit Award”), which are being issued to you in accordance with the Bristow Group Inc. 2007 Long Term Incentive Plan, as amended (the “Plan”). Each Restricted Stock Unit represents the opportunity for you to receive one Share of common stock of the Company, par value $.01 (“Common Stock”), or the cash equivalent value thereof, upon satisfaction of the continued service and other requirements set forth in this Summary of Terms and Conditions of Restricted Stock Unit Award (the “Award Terms Summary”).

Your Restricted Stock Unit Award is more fully described in this Award Terms Summary. Any capitalized term used and not defined in this Award Terms Summary has the meaning set forth in the Plan. In the event there is an inconsistency between the terms of the Plan and this Award Terms Summary, the terms of the Plan control.

Unless otherwise provided in this Award Terms Summary, the restrictions on your Shares of Restricted Stock Units will lapse and you will receive either (i) a lump sum cash payment equal to the Fair Market Value of the equivalent number of Shares of Common Stock, or (ii) the equivalent number of Shares of Common Stock on the second anniversary of the Award Date (the “Vesting Date”), provided that you have remained in continuous Employment from the Award Date through the Vesting Date.

Except as expressly provided in this Award Terms Summary, all Restricted Stock Units as to which the restrictions thereon have not previously lapsed and which remain unvested will automatically be forfeited upon your termination of Employment for any reason prior to the Vesting Date. In the event that the Vesting Date is a Saturday, Sunday or holiday, your Restricted Stock Units will instead vest on the first business day immediately following the Vesting Date.

Note that in most circumstances, the aggregate Fair Market Value of the Common Stock to be issued in settlement of the Restricted Stock Units that vest will be taxable income to you. You should closely review this Award Terms Summary and the Plan Prospectus for important details about the tax treatment of your Restricted Stock Unit Award. Your Restricted Stock Unit Award is subject to the terms and conditions set forth in the enclosed Plan, this Award Terms Summary, the Prospectus for the Plan, and any rules and regulations adopted by the Committee.

This Award Terms Summary, the Plan and any other related documents should be retained in your files for future reference.

¹  Will equal 25% of the number of Rollover Shares that would have been acquired if the full Base Subscription Price were paid.

1. Lapse of Risk of Forfeiture and Vesting

Except as otherwise provided in Section 4 of this Award Terms Summary, the Restricted Stock Units subject to the Restricted Stock Unit Award will no longer be subject to forfeiture on the Vesting Date, and, provided that you have remained in continuous Employment from the Award Date through the Vesting Date, either (i) a lump sum cash payment equal to the Fair Market Value of the equivalent number of Shares of Common Stock, or (ii) an equal number of Shares of Common Stock, in such form as determined by the Committee, in each case, adjusted for the amount of taxes to be withheld as provided in Section 5 of this Award Terms Summary will be paid or transferred to you as soon as reasonably practicable after the Vesting Date but no later than 30 days after the Vesting Date.

2. Restrictions on Restricted Stock Units

Until and unless your Restricted Stock Units become vested, you do not own any of the Common Stock potentially subject to the Restricted Stock Units awarded to you in this Award Terms Summary, or are entitled to the cash equivalent thereof, and you may not attempt to sell, transfer, assign or pledge the Restricted Stock Units or the Common Stock that may be awarded hereunder. Immediately upon any attempt to transfer such rights, your Restricted Stock Units, and all of the rights related thereto, will be forfeited by you and cancelled by the Company.

The Restricted Stock Units that are the subject hereof shall be accounted for by the Company on your behalf on a ledger.

3. Dividends and Voting

The Restricted Stock Units described herein do not give you any rights as a stockholder of the Company including, but not limited to, voting and dividend rights.

4. Termination of Employment; Disability

(a) Forfeiture and Vesting. Except as provided in Section 4 of this Award Terms Summary, if your Employment is terminated prior to the Vesting Date, your unvested Restricted Stock Units awarded hereby shall be immediately forfeited.

(b) Death or Disability. If your Employment is terminated by reason of death prior to the Vesting Date or if you incur a Disability prior to the Vesting Date, your Restricted Stock Units will be immediately vested in full. For purposes of this Award Terms Summary, “Disability” shall have the meaning given that term by the group disability insurance, if any, maintained by the Company as applicable to you or otherwise shall mean your complete inability, with or without a reasonable accommodation, to perform your duties with the Company on a full-time basis as a result of physical or mental illness or personal injury you have incurred for more than 12 weeks in any 52 week period, whether consecutive or not, as determined by an independent physician selected with your approval and the approval of the Company, and further, “Disability” must meet the requirements of Treasury Regulation Section 1.409A-3(i)(4). Any Restricted Stock Units that vest pursuant to this Section 4(b) shall be settled in accordance with Section 1 on the date that is sixty (60) days after the date of your death or Disability, as applicable.

(c) Qualifying Termination. If your Employment is terminated by reason of your Qualifying Termination prior to the Vesting Date, your Restricted Stock Units will be immediately vested in full. For purposes of this Award Terms Summary, “Qualifying Termination” means your (i) involuntary termination of Employment by the Company and its Subsidiaries without Cause or (ii) your termination of Employment with the Company and its Subsidiaries for Good Reason. “Cause” means your (i) willful failure to substantially perform the duties assigned to you by the Board or by your supervisor, other than any such failure resulting from incapacity due to physical or mental illness, or any condition giving rise to your termination of Employment based on Good Reason; (ii) commission of malfeasance, fraud, or dishonesty, or your willful and material violation of Company policies; (iii) indictment or formal charge for, and subsequent conviction of, or plea of guilty or nolo contendere to, a felony, or a misdemeanor involving

moral turpitude; or (iv) material breach of any agreement with the Company or any Subsidiary. Your termination of Employment based on “Good Reason” means your “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) following: (1) the assignment to you of a different job or responsibilities that in either case results in a substantial decrease in your level of responsibility; (2) a reduction of your base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company or its Subsidiary, as applicable, generally; or (3) the requirement that you be based more than seventy-five (75) miles from your then current work location, except for required travel on Company business; provided that you have given the Company (a) written notice of the existence of the condition constituting Good Reason within ninety (90) days of the initial existence of such condition and (b) thirty (30) days to remedy the condition. If you terminate Employment (or contemplate terminating Employment) before the second anniversary of the Award Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), you may request in writing that the Company’s Board of Directors (or the Committee) accelerate the Vesting Date, and the Company’s Board of Directors (or the Committee) will consider the acceleration request in good faith, and if approved, such termination shall be considered a Qualifying Termination.

(d) Other Termination of Employment. If your Employment terminates for any reason other than those provided in Sections 4(b) and 4(c) above, your unvested Restricted Stock Units upon your termination of Employment will be forfeited.

(e) Adjustments by the Committee. The Committee may, in its sole discretion, exercised before or after your termination of Employment, accelerate the vesting of all or any portion of your Restricted Stock Units.

(f) Committee Determinations. The Committee shall have absolute discretion to determine the date and circumstances of the termination of your Employment, and its determination shall be final, conclusive and binding upon you.

Any Restricted Stock Units that vest pursuant to this Section 4 shall be settled in accordance with Section 1 no later than 60 days after the applicable vesting event set forth in Section 4(b) or in all other events no later than 30 days after the applicable vesting event, subject to Section 10(c) below.

5. Tax Consequences and Income Tax Withholding

You should review the Plan Prospectus for a general summary of the federal income tax consequences of your receipt of Restricted Stock Units based on currently applicable provisions of the Code and related regulations. The summary does not discuss state and local tax laws or the laws of any other jurisdiction, which may differ from U.S. federal tax laws. Neither the Company nor the Committee guarantees the tax consequences of your Restricted Stock Unit Award. You are advised to consult your own tax advisor regarding the application of tax laws to your particular situation.

This Award Terms Summary is subject to your satisfaction of applicable withholding requirements. Unless the Committee in its sole discretion determines otherwise, to satisfy any applicable federal, state or local withholding tax liability arising from the grant or vesting of your Restricted Stock Units, the Company will either (i) deduct from the cash payment otherwise payable to you upon the vesting of your Restricted Stock Units an amount that is equal to all federal, state and local taxes required to be withheld by the Company, as determined by the Committee or (ii) retain a certain number of Shares of Common Stock having a value equal to the amount of your minimum statutory withholding obligation from the Shares otherwise deliverable to you upon the vesting of your Restricted Stock Units. No fractional Shares of Common Stock will be withheld to satisfy withholding requirements, and to the extent that the Shares of Common Stock withheld exceed the applicable withholding requirement, the value of any excess fraction Share will be paid to you in cash.

In addition, you must make arrangements satisfactory to the Committee to satisfy any applicable withholding tax liability imposed under the laws of any other jurisdiction arising from your Restricted

Stock Unit Award hereunder. You may not elect to have the Company withhold Shares having a value in excess of the minimum withholding tax liability under local law. If you fail to satisfy such withholding obligation in a time and manner satisfactory to the Committee, no Shares will be issued to you or the Company shall have the right to withhold the required amount from your salary or other amounts payable to you prior to the delivery of the Common Stock to you.

No election under Code Section 83(b) is permitted with respect to this Restricted Stock Unit Award.

6. Restrictions on Resale

Other than the restrictions referenced in Section 2, there are no restrictions imposed by the Plan on the resale of Common Stock acquired under the Plan. However, under the provisions of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), resales of Shares acquired under the Plan by certain officers and directors of the Company who may be deemed to be “affiliates” of the Company must be made pursuant to an appropriate effective registration statement filed with the SEC, pursuant to the provisions of Rule 144 issued under the Securities Act, or pursuant to another exemption from registration provided in the Securities Act. At the present time, the Company does not have a currently effective registration statement pursuant to which such resales may be made by affiliates. There are no restrictions imposed by the SEC on the resale of Shares acquired under the Plan by persons who are not affiliates of the Company; provided, however, that all employees and the grant of Restricted Stock Units and any Common Stock deliverable hereunder are subject to the Company’s policies against insider trading (including black-out periods during which no sales are permitted), and to other restrictions on resale that may be imposed by the Company from time to time if it determines said restrictions are necessary or advisable to comply with applicable law.

7. Effect on Other Benefits

Income recognized by you as a result of your Restricted Stock Unit Award will not be included in the formula for calculating benefits under any of the Company’s retirement and disability plans or any other benefit plans.

8. Compliance with Laws

This Award Terms Summary, and the Restricted Stock Units and any Common Stock deliverable hereunder shall be subject to all applicable federal and state laws and the rules of the exchange on which Shares of the Company’s Common Stock are traded. The Plan and this Award Terms Summary shall be interpreted, construed and constructed in accordance with the laws of the State of Delaware and without regard to its conflicts of law provisions, except as may be superseded by applicable laws of the United States.

9. Clawback Policy

To the extent applicable to you, all or any portion of your Restricted Stock Unit Award may be subject to forfeiture, and all or any portion of any payment or transfer of Common Stock that may be paid or transferred to you in settlement of Restricted Stock Units may be subject to recoupment or repayment, pursuant to the Financial Clawback Policy or other Clawback Policy established or adopted by the Company’s Board of Directors from time to time as described in the Company’s Corporate Governance Guidelines.

10. Miscellaneous

(a) Not an Agreement for Continued Employment or Services. This Award Terms Summary shall not, and no provision of this Award Terms Summary shall be construed or interpreted to, create any right to be employed by or to provide services to or to continue your employment with or to continue providing services to the Company or its Subsidiaries.

(b) Community Property. Each spouse individually is bound by, and such spouse’s interest, if any, in the grant of Restricted Stock Units or the cash settlement thereof or in any Shares of Common Stock is subject to, the terms of this Award Terms Summary. Nothing in this Award Terms Summary shall create a community property interest where none otherwise exists.

(c) Amendment for Code Section 409A. This Restricted Stock Unit Award is intended to be exempt from or compliant with Code Section 409A. If the Committee determines that this Restricted Stock Unit Award may be subject to additional tax under Code Section 409A, the Committee may, in its sole discretion, amend the terms and conditions of this Award Terms Summary to the extent necessary to comply with Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. To the extent required to comply with Code Section 409A, you shall be considered to have terminated employment with the Company or its Subsidiaries when you incur a “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i). Notwithstanding any other provision in this Award Terms Summary to the contrary, payments payable under this Award Terms Summary due to a “separation from service” within the meaning of Code Section 409A that are deferred compensation subject to (and not otherwise exempt from) Code Section 409A that would otherwise be paid or provided during the six-month period commencing on the date your “separation from service” within the meaning of Code Section 409A, shall be deferred until the first business day after the date that is six (6) months following your “separation from service” within the meaning of Code Section 409A.

If you have any questions regarding your Restricted Stock Unit Award or would like to obtain additional information about the Plan, please contact the Company’s General Counsel, Bristow Group Inc., 2103 City West Blvd., 4^th Floor, Houston, Texas 77042 (telephone (713) 267 - 7600). This Award Terms Summary and all related documents should be retained in your files for future reference.

Acknowledgement and Acceptance

I, the undersigned, acknowledge that certain terms of this Restricted Stock Unit Award may supersede the terms of another agreement between me and the Company or a Company policy otherwise applicable to me, and I hereby accept this Restricted Stock Unit Award subject to the terms, provisions and conditions of the Plan, the Award Terms Summary, the administrative interpretations thereof and the determinations of the Committee.

Date:	Signature:
		[Name]

EXHIBIT 2

SECTION 83(B) ELECTION

Below you will find instructions for completing and filing a tax form in connection with your purchase of the Rollover Shares (as defined in that certain Subscription Agreement between you and the Company (the “Agreement”)). Capitalized terms used but not defined in this letter have the meanings set forth in the Agreement.

Pursuant to the terms of the terms of the Agreement, you must file an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, within 30 days of the issuance to you of the Rollover Shares. The consequences of making an 83(b) election are complex and depend on individual circumstances and expectations. We recommend that you consult your own tax advisor regarding your receipt of the Rollover Shares and the tax treatment of the Rollover Shares.

For your convenience, enclosed is an 83(b) election form for you to complete and file with the Internal Revenue Service and the Company. To complete the form, enter your address and your social security number, and sign and date the form. Two original copies of the completed form should be mailed by you by certified mail, return receipt requested, to Internal Revenue Service and to the Company no later than 30 days of the issuance to you of the Rollover Shares. Please consult with your accountant to make sure you are mailing your election to the proper office of the Internal Revenue Service. A listing of the offices is attached for your reference. Please note, you will need to submit a copy of this election with your income tax return for the tax year in which the Rollover Shares are issued, so please also retain a copy with your tax records.

SECTION 83(B) ELECTION FORM

Election to Include in Taxable Income in Year of Transfer Pursuant to Section 83(b) of the Internal Revenue Code

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with Treasury Regulations Section 1.83-2(e) thereunder:

1. The name, address and taxpayer identification number of the undersigned are:

Name:                                                                                                           

Address:                                                                                                                   

Taxpayer Identification Number (SSN):                                                                

2. Description of the property with respect to which the election is being made:

             Shares of common stock of Bristow Group Inc., par value $.01 (the “Shares”).

3. The date on which the property was transferred is                                     .

4. The taxable year to which this election relates is calendar year                 .

5. Nature of the restrictions to which the property is subject:

The                  Shares are subject to the following restrictions:

100% of the Shares are subject to transfer restrictions and repurchase by the Company in the event of termination of the holder’s employment before first anniversary of the date the property was transferred; and

50% of the Shares remain subject to transfer restrictions and repurchase by the Company in the event of termination of the holder’s employment before second anniversary of the date the property was transferred.

6. The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) of the property with respect to which this election is being made is $                .

7. The amount paid by the taxpayer for said property is $                .

Signature:                                                                          

Date:                                                                                  

IRS SERVICE CENTERS FOR SECTION 83(B) ELECTION FORMS

	THEN use this address:
IF you live in:	Are not enclosing a check or money order...	Are enclosing a check or money order...
Florida, Louisiana, Mississippi, Texas	Department of the Treasury Internal Revenue Service Austin, TX 73301-0002	Internal Revenue Service P.O. Box 1214 Charlotte, NC 28201-1214
Alaska, Arizona, California, Colorado, Hawaii, Idaho, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming	Department of the Treasury Internal Revenue Service Fresno, CA 93888-0002	Internal Revenue Service P.O. Box 7704 San Francisco, CA 94120-7704
Arkansas, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Wisconsin	Department of the Treasury Internal Revenue Service Fresno, CA 93888-0002	Internal Revenue Service P.O. Box 802501 Cincinnati, OH 45280-2501
Alabama, Georgia, Kentucky, New Jersey, North Carolina, South Carolina, Tennessee, Virginia	Department of the Treasury Internal Revenue Service Kansas City, MO 64999-0002	Internal Revenue Service P.O. Box 931000 Louisville, KY 40293-1000
Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, Missouri, New Hampshire, New York, Pennsylvania, Rhode Island, Vermont, West Virginia	Department of the Treasury Internal Revenue Service Kansas City, MO 64999-0002	Internal Revenue Service P.O. Box 37008 Hartford, CT 06176-7008
A foreign country, U.S. possession or territory* or use an APO or FPO address, or file Form 2555, 2555-EZ, or 4563, or are a dual-status alien	Department of the Treasury Internal Revenue Service Austin, TX 73301-0215	Internal Revenue Service P.O. Box 1303 Charlotte, NC 28201-1303
*  If you live in American Samoa, Puerto Rico, Guam, the U.S. Virgin Islands, or the Northern Mariana Islands, see IRS Publication 570.

SCHEDULE I

Calculation of Rollover Shares; Subscription Price

Rollover Shares. The number of Rollover Shares to be purchased by the Employee and to be issued and sold by the Company shall be calculated as the lesser of (i) the quotient of (A) the Base Subscription Price divided by (B) the VWAP and (ii) the Pro Rata Portion of the Rollover Share Cap.

Subscription Price Adjustment. In the event that (i) the product of (A) the VWAP and (B) the number of Rollover Shares calculated in the preceding paragraph is less than (ii) the Base Subscription Price, then the amount payable by the Employee shall be calculated as (x) the Base Subscription Price minus (y) the Adjustment Amount.

Definitions

“Adjustment Amount” means a dollar amount equal to the lesser of (i) the Pro Rata Portion of the Cash True-Up Cap and (ii) the Employee True-Up.

“Aggregate Investment” means the aggregate amount of Base Subscription Prices under all subscription agreements entered into in connection with the Stock Purchase Agreement by holders of awards under the Phantom Stock Plans, but for purposes of this definition shall not be greater than $10,000,000 nor less than $8,000,000.

“Cash True-Up” means an amount equal to the product of (i) the quotient of the Aggregate Investment divided by $77,000,000 multiplied by (ii) $5,000,000.

“Employee True-Up” means a dollar amount equal to the excess, if any, of (i) the Base Subscription Price over (ii) the product of (A) the number of Rollover Shares multiplied by (B) the VWAP.

“Pro Rata Portion” means, for the Employee, the product of (i) the Base Subscription Price divided by (ii) the Aggregate Investment.

“Rollover Limitation Percentage” means a percentage equal to the product of (i) the quotient of the Aggregate Investment divided by $77,000,000 multiplied by (ii) 19.9%.

“Rollover Share Cap” means a number of Shares equal to the Rollover Limitation Percentage of the issued and outstanding Shares (excluding (i) shares issuable on the conversion or exercise of any other security and (ii) Shares issued pursuant to the Stock Purchase Agreement) immediately prior to the Closing.

“VWAP” means the volume weighted average price of a Share, as reported on Bloomberg, for the five consecutive trading day period starting with the opening of the first primary trading session on the New York Stock Exchange beginning at 9:30 a.m., New York City time, following the execution and public announcement of the Stock Purchase Agreement.

EX-10.5

Exhibit 10.5

BRISTOW GROUP INC.

SUBSCRIPTION AGREEMENT

(ROLLOVER EQUITY)

Form B

This Subscription Agreement (this “Agreement”), entered into effective as of the “Effective Date” (as defined below), is by and between Bristow Group Inc., a Delaware corporation (the “Company”), and [●] (“Employee”).

WHEREAS, the Company and Columbia Helicopters, Inc., an Oregon corporation (“CHI”), will, concurrent with the execution of this Agreement, enter into that certain Stock Purchase Agreement, dated as of the Execution Date, as defined therein (the “Stock Purchase Agreement”), pursuant to which, CHI will be acquired by, and become a wholly-owned subsidiary of, the Company (the “Transaction”);

WHEREAS, the “Effective Date” of this Agreement shall have the same meaning as the Execution Date of the Stock Purchase Agreement;

WHEREAS, CHI previously granted Employee phantom unit award(s) under a certain phantom stock plan or phantom stock plans maintained by CHI (collectively, the “Phantom Stock Plans”);

WHEREAS, pursuant to Section 4.2(f) of the Stock Purchase Agreement, CHI will, prior to the date on which the closing (the “Closing”) of the Transaction will occur (the “Closing Date”), take certain actions with respect to the Phantom Stock Plans to give effect to the transactions contemplated thereby, including terminating each of the Phantom Stock Plans effective prior to the Closing Date;

WHEREAS, the Company has agreed to pay and discharge, or cause to be paid and discharged, at Closing (or if not reasonably possible then no later than 10 business days after Closing), all payments to discharge CHI’s obligations to make payments under the Phantom Stock Plans (the “Phantom Plan Payments”);

WHEREAS, in connection with the Company’s payment of the Phantom Plan Payments, Employee has agreed to purchase, and the Company has agreed to issue, shares of common stock of the Company, par value $.01 (the “Shares”), on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Employee hereby agree as follows:

1. Purchase of Rollover Shares. On the terms and subject to the conditions of this Agreement, on the Closing Date, Employee hereby agrees to purchase, and the Company hereby agrees to sell and issue to Employee a number of Shares (the “Rollover Shares”) calculated as provided in Schedule I for an aggregate purchase price of [$●] (the “Base Subscription Price”), which Base Subscription Price shall be subject to reduction as provided in Schedule I;

2. Right of Repurchase of Rollover Shares. Subject to Section 4, the Company shall have the right (the “Repurchase Right”), but not the obligation, to purchase all or any portion of the Rollover Shares at the lesser of (i) the then current Fair Market Value (as defined below) of the Rollover Shares or (ii) the Base Subscription Price (the “Repurchase Price”) in accordance with the following:

(a) 100% of the Rollover Shares shall be subject to the Repurchase Right in the event that Employee’s employment with the Company or any of its direct or indirect subsidiaries, parent companies or other affiliates (each an “Affiliate”) terminates for any reason prior to the first anniversary of the Closing Date;

(b) 50% of the Rollover Shares shall remain subject to the Repurchase Right in the event that Employee’s employment with the Company or its Affiliate terminates for any reason prior to the second anniversary of the Closing Date; and

(c) None of the Rollover Shares shall be subject to any Repurchase Right on or after the second anniversary of the Closing Date.

If elected, the Company shall exercise its Repurchase Right within 30 days after the date of Employee’s termination and by delivering written notice to Employee. The date on which such written notice is delivered to Employee shall be the “Election Date”. The closing of a purchase and sale under this Section 2 shall take place within 15 days following the Election Date at 10:00 a.m., Central Time, in Houston, Texas, or on such other date and at such other time and place as may be agreed to by the Company and Employee. At such closing, Employee shall assign and deliver the Rollover Shares acquired pursuant to the Company’s Repurchase Right to the Company free and clear of any encumbrances, together with such documents of transfer as shall be reasonably requested by the Company, and the Company shall deliver to Employee the full Repurchase Price therefor payable in cash, by wire transfer or other immediately available funds. For purposes of this Agreement, “Fair Market Value” shall have the same meaning given such term under the Company’s 2007 Long Term Incentive Plan, as amended (the “Plan”).

3. Transfer Restrictions. Employee may not attempt to sell, transfer, assign or pledge any Rollover Share while such Share is subject to a Repurchase Right, including during the period of the Repurchase Right in Section 2 (the “Transfer Restriction”).

4. Lapse of Restrictions. Notwithstanding the foregoing, the Repurchase Right and Transfer Restriction with respect to the Rollover Shares shall lapse on the earlier the (i) second anniversary of the Closing Date or (ii) date that Employee’s employment is terminated by the Company and its Affiliates without Cause, by Employee for Good Reason, or by reason of death or Disability, if applicable. For purposes of this Agreement, each of “Cause” and “Disability” shall have the same meaning given such term with respect to the Restricted Stock Unit Award attached hereto as Exhibit 1 granted to Employee under the Plan. For purposes of this Agreement, “Good Reason” shall mean Employee’s “separation from service” (within the meaning provided in Treasury Regulation §1.409A-1(h)(1)) following: (a) the assignment to Employee of a different job or responsibilities that in either case results in a substantial decrease in Employee’s level of responsibility; (b) a reduction of Employee’s base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company generally; or (c) the requirement that Employee be based more than 75 miles from Employee’s then current work location, except for required travel on Company business; provided, however, that none of the events described above shall constitute Good Reason unless and until Employee first notifies the Company in writing describing in reasonable detail the condition which constitutes Good Reason within 90 days of its occurrence and the Company fails to cure such condition within 30 days after the Company’s receipt of such written notice. If Employee terminates employment (or Employee contemplates terminating employment) before the second anniversary of the Closing Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), Employee may request in writing that the Company’s Board of Directors (or its Compensation Committee) waive the Repurchase Right, and the Company’s Board of Directors (or its Compensation Committee) will consider the waiver request in good faith.

- 2 -

5. Restricted Stock Unit Award. Immediately following the Closing Date, the Company will grant Employee a Restricted Stock Unit Award with terms and in a form substantially consistent with those set forth on Exhibit 1 attached hereto.

6. Book Entry Form Rollover Shares. Employee agrees that the Rollover Shares shall be held in book entry form at the Company’s transfer agent.

7. 83(b) Election. Within 30 days after the Closing Date, Employee shall make an election under Section 83(b) of the Internal Revenue Code with respect to the Rollover Shares issued hereunder. A form to be completed by Employee in connection with such election is attached hereto as Exhibit 2. To the extent that the receipt of the Rollover Shares or the execution of this Agreement results in compensation income or wages to Employee for federal, state or local tax purposes, the Company is authorized to withhold from any cash then or thereafter payable to Employee any taxes required to be withheld under applicable law.

8. Binding Effect. This Agreement, subject to the Transfer Restriction, shall be binding upon the parties hereto and their respective heirs, legal representatives, and successors.

9. GOVERNING LAW; WAIVER OF JURY TRIAL; VENUE: THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT OF LAWS RULE OR PRINCIPLE THAT MIGHT REFER TO THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT MAY ONLY BE INSTITUTED IN THE STATE DISTRICT COURTS OF HARRIS COUNTY, TEXAS, AND EACH PARTY IRREVOCABLY SUMMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING.

10. Securities and Tax Representations. Employee represents and warrants to the Company as follows:

(a) EMPLOYEE IS ACQUIRING THE ROLLOVER SHARES FOR HIS OR HER OWN ACCOUNT WITH THE PRESENT INTENTION OF HOLDING SUCH ROLLOVER SHARES FOR PURPOSES OF INVESTMENT AND NOT WITH A VIEW TOWARD REDISTRIBUTION, AND EMPLOYEE HAS NO INTENTION OF SELLING SUCH SHARES IN A PUBLIC DISTRIBUTION IN VIOLATION OF THE FEDERAL SECURITIES LAWS OR ANY APPLICABLE STATE SECURITIES LAWS.

- 3 -

(b) EMPLOYEE HAS BEEN ADVISED THAT THE ROLLOVER SHARES HAVE NOT BEEN AND ARE NOT BEING REGISTERED UNDER THE 1933 ACT AND THAT BECAUSE THE ROLLOVER SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, EMPLOYEE CANNOT DISPOSE OF ANY OR ALL OF THE ROLLOVER SHARES, UNLESS THE ROLLOVER SHARES ARE SUBSEQUENTLY REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

(c) EMPLOYEE HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF THIS AGREEMENT AND, PARTICULARLY, THE PROVISIONS REGARDING RESTRICTIONS ON TRANSFER OF THE ROLLOVER SHARES AND UNDERSTANDS THAT BY EXECUTING THIS AGREEMENT BELOW, HE OR SHE IS BOUND BY THE TERMS HEREOF.

(d) EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS BEEN ADVISED TO CONSULT WITH, AND, IF HE OR SHE HAS CHOSEN TO SO CONSULT, HAS RELIED UPON THE ADVICE OF EMPLOYEE’S OWN INDEPENDENT TAX COUNSEL IN CONNECTION WITH THE FEDERAL, STATE AND OTHER TAX CONSEQUENCES TO EMPLOYEE ARISING FROM EMPLOYEE’S RECEIPT AND OWNERSHIP OF THE ROLLOVER SHARES AND EACH OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE CONSEQUENCES OF A SECTION 83(B) ELECTION, AS WELL AS THE RECEIPT, HOLDING, REPURCHASE AND SALE OF THE ROLLOVER SHARES.

(e) EMPLOYEE ACKNOWLEDGES THAT EACH CERTIFICATE OR INSTRUMENT EVIDENCING THE ROLLOVER SHARES SHALL INITIALLY BEAR SUBSTANTIALLY THE FOLLOWING RESTRICTIVE LEGEND, EITHER AS AN ENDORSEMENT OR ON THE FACE THEREOF:

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR PURSUANT TO A VALID EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS.

THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A SUBSCRIPTION AGREEMENT, DATED AS OF NOVEMBER [●], 2018, BY AND AMONG BRISTOW GROUP, INC. AND THE HOLDER (A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF BRISTOW GROUP, INC.).”

- 4 -

11. No Right to Employment. Nothing contained in this Agreement shall be deemed to obligate the Company or any Affiliate to employ Employee in any capacity whatsoever or to prohibit or restrict the Company from terminating Employee’s employment at any time or for any reason whatsoever, with or without Cause.

12. NYSE Listing. Employee’s obligation to consummate the purchase is subject to the condition that, as of the Closing Date, the Shares of Common Stock constituting the Rollover Shares shall have been approved for listing on the NYSE (or any successor inter-dealer quotation system or stock exchange thereto) subject to official notice of issuance.

13. Entire Agreement. This Agreement and the documents referred to herein, or delivered pursuant hereto which form a part hereof, contain the entire understanding of the parties hereto with respect to the subject matter hereof and thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and therein. This Agreement supersedes all prior agreements and understandings between the parties hereto with respect to such subject matter.

14. Counterpart Signatures. This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement.

15. Further Assurances. The Company and Employee hereby agree to cooperate with each other in taking actions reasonably necessary to consummate the transactions contemplated hereby.

[Remainder of page intentionally left blank. Signature page follows.]

- 5 -

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the Effective Date.

THE COMPANY:

BRISTOW GROUP INC.

By:

Name:

Title:

EMPLOYEE:

Signature Page to the Subscription Agreement

EXHIBIT 1

Summary of Terms and Conditions of

Restricted Stock Unit Award

[Award Date]

Form B

Bristow Group Inc. (the “Company”) hereby awards to you effective as of the date hereof (the “Award Date”)              number of Restricted Stock Units¹ (the “Restricted Stock Unit Award”), which are being issued to you in accordance with the Bristow Group Inc. 2007 Long Term Incentive Plan, as amended (the “Plan”). Each Restricted Stock Unit represents the opportunity for you to receive one Share of common stock of the Company, par value $.01 (“Common Stock”), or the cash equivalent value thereof, upon satisfaction of the continued service and other requirements set forth in this Summary of Terms and Conditions of Restricted Stock Unit Award (the “Award Terms Summary”).

Your Restricted Stock Unit Award is more fully described in this Award Terms Summary. Any capitalized term used and not defined in this Award Terms Summary has the meaning set forth in the Plan. In the event there is an inconsistency between the terms of the Plan and this Award Terms Summary, the terms of the Plan control.

Unless otherwise provided in this Award Terms Summary, the restrictions on your Shares of Restricted Stock Units will lapse and you will receive either (i) a lump sum cash payment equal to the Fair Market Value of the equivalent number of Shares of Common Stock, or (ii) the equivalent number of Shares of Common Stock on the second anniversary of the Award Date (the “Vesting Date”), provided that you have remained in continuous Employment from the Award Date through the Vesting Date.

Except as expressly provided in this Award Terms Summary, all Restricted Stock Units as to which the restrictions thereon have not previously lapsed and which remain unvested will automatically be forfeited upon your termination of Employment for any reason prior to the Vesting Date. In the event that the Vesting Date is a Saturday, Sunday or holiday, your Restricted Stock Units will instead vest on the first business day immediately following the Vesting Date.

Note that in most circumstances, the aggregate Fair Market Value of the Common Stock to be issued in settlement of the Restricted Stock Units that vest will be taxable income to you. You should closely review this Award Terms Summary and the Plan Prospectus for important details about the tax treatment of your Restricted Stock Unit Award. Your Restricted Stock Unit Award is subject to the terms and conditions set forth in the enclosed Plan, this Award Terms Summary, the Prospectus for the Plan, and any rules and regulations adopted by the Committee.

This Award Terms Summary, the Plan and any other related documents should be retained in your files for future reference.

¹  Will equal 10% of the number of Rollover Shares that would have been acquired if the full Base Subscription Price were paid.

1. Lapse of Risk of Forfeiture and Vesting

Except as otherwise provided in Section 4 of this Award Terms Summary, the Restricted Stock Units subject to the Restricted Stock Unit Award will no longer be subject to forfeiture on the Vesting Date, and, provided that you have remained in continuous Employment from the Award Date through the Vesting Date, either (i) a lump sum cash payment equal to the Fair Market Value of the equivalent number of Shares of Common Stock, or (ii) an equal number of Shares of Common Stock, in such form as determined by the Committee, in each case, adjusted for the amount of taxes to be withheld as provided in Section 5 of this Award Terms Summary will be paid or transferred to you as soon as reasonably practicable after the Vesting Date but no later than 30 days after the Vesting Date.

2. Restrictions on Restricted Stock Units

Until and unless your Restricted Stock Units become vested, you do not own any of the Common Stock potentially subject to the Restricted Stock Units awarded to you in this Award Terms Summary, or are entitled to the cash equivalent thereof, and you may not attempt to sell, transfer, assign or pledge the Restricted Stock Units or the Common Stock that may be awarded hereunder. Immediately upon any attempt to transfer such rights, your Restricted Stock Units, and all of the rights related thereto, will be forfeited by you and cancelled by the Company.

The Restricted Stock Units that are the subject hereof shall be accounted for by the Company on your behalf on a ledger.

3. Dividends and Voting

The Restricted Stock Units described herein do not give you any rights as a stockholder of the Company including, but not limited to, voting and dividend rights.

4. Termination of Employment; Disability

(a) Forfeiture and Vesting. Except as provided in Section 4 of this Award Terms Summary, if your Employment is terminated prior to the Vesting Date, your unvested Restricted Stock Units awarded hereby shall be immediately forfeited.

(b) Death or Disability. If your Employment is terminated by reason of death prior to the Vesting Date or if you incur a Disability prior to the Vesting Date, your Restricted Stock Units will be immediately vested in full. For purposes of this Award Terms Summary, “Disability” shall have the meaning given that term by the group disability insurance, if any, maintained by the Company as applicable to you or otherwise shall mean your complete inability, with or without a reasonable accommodation, to perform your duties with the Company on a full-time basis as a result of physical or mental illness or personal injury you have incurred for more than 12 weeks in any 52 week period, whether consecutive or not, as determined by an independent physician selected with your approval and the approval of the Company, and further, “Disability” must meet the requirements of Treasury Regulation Section 1.409A-3(i)(4). Any Restricted Stock Units that vest pursuant to this Section 4(b) shall be settled in accordance with Section 1 on the date that is sixty (60) days after the date of your death or Disability, as applicable.

(c) Qualifying Termination. If your Employment is terminated by reason of your Qualifying Termination prior to the Vesting Date, your Restricted Stock Units will be immediately vested in full. For purposes of this Award Terms Summary, “Qualifying Termination” means your (i) involuntary termination of Employment by the Company and its Subsidiaries without Cause or (ii) your termination of Employment with the Company and its Subsidiaries for Good Reason. “Cause” means your (i) willful failure to substantially perform the duties assigned to you by the Board or by your supervisor, other than any such failure resulting from incapacity due to physical or mental illness, or any condition giving rise to your termination of Employment based on Good Reason; (ii) commission of malfeasance, fraud, or dishonesty, or your willful and material violation of Company policies; (iii) indictment or formal charge for, and subsequent conviction of, or plea of guilty or nolo contendere to, a felony, or a misdemeanor involving

moral turpitude; or (iv) material breach of any agreement with the Company or any Subsidiary. Your termination of Employment based on “Good Reason” means your “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) following: (1) the assignment to you of a different job or responsibilities that in either case results in a substantial decrease in your level of responsibility; (2) a reduction of your base salary, other than a salary reduction that is part of a general salary reduction affecting executives and employees of the Company or its Subsidiary, as applicable, generally; or (3) the requirement that you be based more than seventy-five (75) miles from your then current work location, except for required travel on Company business; provided that you have given the Company (a) written notice of the existence of the condition constituting Good Reason within ninety (90) days of the initial existence of such condition and (b) thirty (30) days to remedy the condition. If you terminate Employment (or contemplate terminating Employment) before the second anniversary of the Award Date due to a life altering event having occurred (e.g., incapacity of a spouse or child), you may request in writing that the Company’s Board of Directors (or the Committee) accelerate the Vesting Date, and the Company’s Board of Directors (or the Committee) will consider the acceleration request in good faith, and if approved, such termination shall be considered a Qualifying Termination.

(d) Other Termination of Employment. If your Employment terminates for any reason other than those provided in Sections 4(b) and 4(c) above, your unvested Restricted Stock Units upon your termination of Employment will be forfeited.

(e) Adjustments by the Committee. The Committee may, in its sole discretion, exercised before or after your termination of Employment, accelerate the vesting of all or any portion of your Restricted Stock Units.

(f) Committee Determinations. The Committee shall have absolute discretion to determine the date and circumstances of the termination of your Employment, and its determination shall be final, conclusive and binding upon you.

Any Restricted Stock Units that vest pursuant to this Section 4 shall be settled in accordance with Section 1 no later than 60 days after the applicable vesting event set forth in Section 4(b) or in all other events no later than 30 days after the applicable vesting event, subject to Section 10(c) below.

5. Tax Consequences and Income Tax Withholding

You should review the Plan Prospectus for a general summary of the federal income tax consequences of your receipt of Restricted Stock Units based on currently applicable provisions of the Code and related regulations. The summary does not discuss state and local tax laws or the laws of any other jurisdiction, which may differ from U.S. federal tax laws. Neither the Company nor the Committee guarantees the tax consequences of your Restricted Stock Unit Award. You are advised to consult your own tax advisor regarding the application of tax laws to your particular situation.

This Award Terms Summary is subject to your satisfaction of applicable withholding requirements. Unless the Committee in its sole discretion determines otherwise, to satisfy any applicable federal, state or local withholding tax liability arising from the grant or vesting of your Restricted Stock Units, the Company will either (i) deduct from the cash payment otherwise payable to you upon the vesting of your Restricted Stock Units an amount that is equal to all federal, state and local taxes required to be withheld by the Company, as determined by the Committee or (ii) retain a certain number of Shares of Common Stock having a value equal to the amount of your minimum statutory withholding obligation from the Shares otherwise deliverable to you upon the vesting of your Restricted Stock Units. No fractional Shares of Common Stock will be withheld to satisfy withholding requirements, and to the extent that the Shares of Common Stock withheld exceed the applicable withholding requirement, the value of any excess fraction Share will be paid to you in cash.

In addition, you must make arrangements satisfactory to the Committee to satisfy any applicable withholding tax liability imposed under the laws of any other jurisdiction arising from your Restricted

Stock Unit Award hereunder. You may not elect to have the Company withhold Shares having a value in excess of the minimum withholding tax liability under local law. If you fail to satisfy such withholding obligation in a time and manner satisfactory to the Committee, no Shares will be issued to you or the Company shall have the right to withhold the required amount from your salary or other amounts payable to you prior to the delivery of the Common Stock to you.

No election under Code Section 83(b) is permitted with respect to this Restricted Stock Unit Award.

6. Restrictions on Resale

Other than the restrictions referenced in Section 2, there are no restrictions imposed by the Plan on the resale of Common Stock acquired under the Plan. However, under the provisions of the Securities Act of 1933 (the “Securities Act”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”), resales of Shares acquired under the Plan by certain officers and directors of the Company who may be deemed to be “affiliates” of the Company must be made pursuant to an appropriate effective registration statement filed with the SEC, pursuant to the provisions of Rule 144 issued under the Securities Act, or pursuant to another exemption from registration provided in the Securities Act. At the present time, the Company does not have a currently effective registration statement pursuant to which such resales may be made by affiliates. There are no restrictions imposed by the SEC on the resale of Shares acquired under the Plan by persons who are not affiliates of the Company; provided, however, that all employees and the grant of Restricted Stock Units and any Common Stock deliverable hereunder are subject to the Company’s policies against insider trading (including black-out periods during which no sales are permitted), and to other restrictions on resale that may be imposed by the Company from time to time if it determines said restrictions are necessary or advisable to comply with applicable law.

7. Effect on Other Benefits

Income recognized by you as a result of your Restricted Stock Unit Award will not be included in the formula for calculating benefits under any of the Company’s retirement and disability plans or any other benefit plans.

8. Compliance with Laws

This Award Terms Summary, and the Restricted Stock Units and any Common Stock deliverable hereunder shall be subject to all applicable federal and state laws and the rules of the exchange on which Shares of the Company’s Common Stock are traded. The Plan and this Award Terms Summary shall be interpreted, construed and constructed in accordance with the laws of the State of Delaware and without regard to its conflicts of law provisions, except as may be superseded by applicable laws of the United States.

9. Clawback Policy

To the extent applicable to you, all or any portion of your Restricted Stock Unit Award may be subject to forfeiture, and all or any portion of any payment or transfer of Common Stock that may be paid or transferred to you in settlement of Restricted Stock Units may be subject to recoupment or repayment, pursuant to the Financial Clawback Policy or other Clawback Policy established or adopted by the Company’s Board of Directors from time to time as described in the Company’s Corporate Governance Guidelines.

10. Miscellaneous

(a) Not an Agreement for Continued Employment or Services. This Award Terms Summary shall not, and no provision of this Award Terms Summary shall be construed or interpreted to, create any right to be employed by or to provide services to or to continue your employment with or to continue providing services to the Company or its Subsidiaries.

(b) Community Property. Each spouse individually is bound by, and such spouse’s interest, if any, in the grant of Restricted Stock Units or the cash settlement thereof or in any Shares of Common Stock is subject to, the terms of this Award Terms Summary. Nothing in this Award Terms Summary shall create a community property interest where none otherwise exists.

(c) Amendment for Code Section 409A. This Restricted Stock Unit Award is intended to be exempt from or compliant with Code Section 409A. If the Committee determines that this Restricted Stock Unit Award may be subject to additional tax under Code Section 409A, the Committee may, in its sole discretion, amend the terms and conditions of this Award Terms Summary to the extent necessary to comply with Code Section 409A. Notwithstanding the foregoing, the Company shall not be required to assume any economic burden in connection therewith. To the extent required to comply with Code Section 409A, you shall be considered to have terminated employment with the Company or its Subsidiaries when you incur a “separation from service” with the Company within the meaning of Code Section 409A(a)(2)(A)(i). Notwithstanding any other provision in this Award Terms Summary to the contrary, payments payable under this Award Terms Summary due to a “separation from service” within the meaning of Code Section 409A that are deferred compensation subject to (and not otherwise exempt from) Code Section 409A that would otherwise be paid or provided during the six-month period commencing on the date your “separation from service” within the meaning of Code Section 409A, shall be deferred until the first business day after the date that is six (6) months following your “separation from service” within the meaning of Code Section 409A.

If you have any questions regarding your Restricted Stock Unit Award or would like to obtain additional information about the Plan, please contact the Company’s General Counsel, Bristow Group Inc., 2103 City West Blvd., 4^th Floor, Houston, Texas 77042 (telephone (713) 267 - 7600). This Award Terms Summary and all related documents should be retained in your files for future reference.

Acknowledgement and Acceptance

I, the undersigned, acknowledge that certain terms of this Restricted Stock Unit Award may supersede the terms of another agreement between me and the Company or a Company policy otherwise applicable to me, and I hereby accept this Restricted Stock Unit Award subject to the terms, provisions and conditions of the Plan, the Award Terms Summary, the administrative interpretations thereof and the determinations of the Committee.

Date:	Signature:
		[Name]

EXHIBIT 2

SECTION 83(B) ELECTION

Below you will find instructions for completing and filing a tax form in connection with your purchase of the Rollover Shares (as defined in that certain Subscription Agreement between you and the Company (the “Agreement”)). Capitalized terms used but not defined in this letter have the meanings set forth in the Agreement.

Pursuant to the terms of the terms of the Agreement, you must file an election under Section 83(b) of the Internal Revenue Code of 1986, as amended, within 30 days of the issuance to you of the Rollover Shares. The consequences of making an 83(b) election are complex and depend on individual circumstances and expectations. We recommend that you consult your own tax advisor regarding your receipt of the Rollover Shares and the tax treatment of the Rollover Shares.

For your convenience, enclosed is an 83(b) election form for you to complete and file with the Internal Revenue Service and the Company. To complete the form, enter your address and your social security number, and sign and date the form. Two original copies of the completed form should be mailed by you by certified mail, return receipt requested, to Internal Revenue Service and to the Company no later than 30 days of the issuance to you of the Rollover Shares. Please consult with your accountant to make sure you are mailing your election to the proper office of the Internal Revenue Service. A listing of the offices is attached for your reference. Please note, you will need to submit a copy of this election with your income tax return for the tax year in which the Rollover Shares are issued, so please also retain a copy with your tax records.

SECTION 83(B) ELECTION FORM

Election to Include in Taxable Income in Year of Transfer Pursuant to Section 83(b) of the Internal Revenue Code

The undersigned hereby makes an election pursuant to Section 83(b) of the Internal Revenue Code with respect to the property described below and supplies the following information in accordance with Treasury Regulations Section 1.83-2(e) thereunder:

1. The name, address and taxpayer identification number of the undersigned are:

Name:                                                                                                   

Address:                                                                                                       

Taxpayer Identification Number (SSN):                                                                

2. Description of the property with respect to which the election is being made:

             Shares of common stock of Bristow Group Inc., par value $.01 (the “Shares”).

3. The date on which the property was transferred is                                     .

4. The taxable year to which this election relates is calendar year                 .

5. Nature of the restrictions to which the property is subject:

The                      Shares are subject to the following restrictions:

100% of the Shares are subject to transfer restrictions and repurchase by the Company in the event of termination of the holder’s employment before first anniversary of the date the property was transferred; and

50% of the Shares remain subject to transfer restrictions and repurchase by the Company in the event of termination of the holder’s employment before second anniversary of the date the property was transferred.

6. The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) of the property with respect to which this election is being made is $                .

7. The amount paid by the taxpayer for said property is $                .

Signature:                                                                          

Date:                                                                                  

IRS SERVICE CENTERS FOR SECTION 83(B) ELECTION FORMS

	THEN use this address:
IF you live in:	Are not enclosing a check or money order...	Are enclosing a check or money order...
Florida, Louisiana, Mississippi, Texas	Department of the Treasury Internal Revenue Service Austin, TX 73301-0002	Internal Revenue Service P.O. Box 1214 Charlotte, NC 28201-1214
Alaska, Arizona, California, Colorado, Hawaii, Idaho, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming	Department of the Treasury Internal Revenue Service Fresno, CA 93888-0002	Internal Revenue Service P.O. Box 7704 San Francisco, CA 94120-7704
Arkansas, Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Montana, Nebraska, North Dakota, Ohio, Oklahoma, South Dakota, Wisconsin	Department of the Treasury Internal Revenue Service Fresno, CA 93888-0002	Internal Revenue Service P.O. Box 802501 Cincinnati, OH 45280-2501
Alabama, Georgia, Kentucky, New Jersey, North Carolina, South Carolina, Tennessee, Virginia	Department of the Treasury Internal Revenue Service Kansas City, MO 64999-0002	Internal Revenue Service P.O. Box 931000 Louisville, KY 40293-1000
Connecticut, Delaware, District of Columbia, Maine, Maryland, Massachusetts, Missouri, New Hampshire, New York, Pennsylvania, Rhode Island, Vermont, West Virginia	Department of the Treasury Internal Revenue Service Kansas City, MO 64999-0002	Internal Revenue Service P.O. Box 37008 Hartford, CT 06176-7008
A foreign country, U.S. possession or territory* or use an APO or FPO address, or file Form 2555, 2555-EZ, or 4563, or are a dual-status alien	Department of the Treasury Internal Revenue Service Austin, TX 73301-0215	Internal Revenue Service P.O. Box 1303 Charlotte, NC 28201-1303

* If you live in American Samoa, Puerto Rico, Guam, the U.S. Virgin Islands, or the Northern Mariana Islands, see IRS Publication 570.

SCHEDULE I

Calculation of Rollover Shares; Subscription Price

Rollover Shares. The number of Rollover Shares to be purchased by the Employee and to be issued and sold by the Company shall be calculated as the lesser of (i) the quotient of (A) the Base Subscription Price divided by (B) the VWAP and (ii) the Pro Rata Portion of the Rollover Share Cap.

Subscription Price Adjustment. In the event that (i) the product of (A) the VWAP and (B) the number of Rollover Shares calculated in the preceding paragraph is less than (ii) the Base Subscription Price, then the amount payable by the Employee shall be calculated as (x) the Base Subscription Price minus (y) the Adjustment Amount.

Definitions

“Adjustment Amount” means a dollar amount equal to the lesser of (i) the Pro Rata Portion of the Cash True-Up Cap and (ii) the Employee True-Up.

“Aggregate Investment” means the aggregate amount of Base Subscription Prices under all subscription agreements entered into in connection with the Stock Purchase Agreement by holders of awards under the Phantom Stock Plans, but for purposes of this definition shall not be greater than $10,000,000 nor less than $8,000,000.

“Cash True-Up” means an amount equal to the product of (i) the quotient of the Aggregate Investment divided by $77,000,000 multiplied by (ii) $5,000,000.

“Employee True-Up” means a dollar amount equal to the excess, if any, of (i) the Base Subscription Price over (ii) the product of (A) the number of Rollover Shares multiplied by (B) the VWAP.

“Pro Rata Portion” means, for the Employee, the product of (i) the Base Subscription Price divided by (ii) the Aggregate Investment.

“Rollover Limitation Percentage” means a percentage equal to the product of (i) the quotient of the Aggregate Investment divided by $77,000,000 multiplied by (ii) 19.9%.

“Rollover Share Cap” means a number of Shares equal to the Rollover Limitation Percentage of the issued and outstanding Shares (excluding (i) shares issuable on the conversion or exercise of any other security and (ii) Shares issued pursuant to the Stock Purchase Agreement) immediately prior to the Closing.

“VWAP” means the volume weighted average price of a Share, as reported on Bloomberg, for the five consecutive trading day period starting with the opening of the first primary trading session on the New York Stock Exchange beginning at 9:30 a.m., New York City time, following the execution and public announcement of the Stock Purchase Agreement.