Common use of Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors Clause in Contracts

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. c/o U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Attention: Corporate Trust Services Ladies and Gentlemen: This certificate is delivered to request a transfer of $ principal amount of the 2.875% Convertible Senior Notes due February 1, 2024 (the “Notes”) of AAR CORP. (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional accredited investor at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Company, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) to an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of Notes of $250,000 or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional accredited investor (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. TRANSFEREE: BY:

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. c/o U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx[Date] SESI, MN 55107 L.L.C. 000 Xxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxx 00000 Attention: Corporate Xxxxxx X. Xxxxxx The Bank of New York Mellon Trust Services Company, N.A. 00000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Transfer Ladies and Gentlemen: This certificate is delivered to request a transfer of $ $[ ] principal amount of the 2.8757.125% Convertible Senior Notes due February 1, 2024 2021 (the “Notes”) of AAR CORP. SESI, L.L.C. (the “CompanyIssuer”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years one year after the later of the date of original issue and the last date on which the Company Issuer or any affiliate of the Company Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the CompanyIssuer or any Subsidiary thereof, (b) pursuant to a an effective registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”)Act, to a person we reasonably believe is a “qualified institutional buyer buyer” under Rule 144A of the Securities Act (a “QIB”) that purchases is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Non-U.S. Persons that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor, ,” in each case in a minimum principal amount of Notes of $250,000 for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or (ef) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will shall not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company Issuer and the TrusteeRegistrar, which shall provide, among other things, that the transferee is an institutional “accredited investor investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company Issuer and the Trustee Registrar reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company Issuer and the Trustee. 3. We [are][are not] an Affiliate of Issuer. You and Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. TRANSFEREE: BY:

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. c/o U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx[Date] SESI, MN 55107 L.L.C. 000 Xxxxxxx, Xxxxx 0000 Xxx Xxxxxxx, Xxxxxxxxx 00000 Attention: Corporate Xxxxxx X. Xxxxxx The Bank of New York Mellon Trust Services Company, N.A. 00000 Xxxxxxxxx Xxxxxxx Xxxxxxxxxxxx, Xxxxxxx 00000 Attention: Transfer Ladies and Gentlemen: This certificate is delivered to request a transfer of $ $[_________] principal amount of the 2.8756.375% Convertible Senior Notes due February 1, 2024 2019 (the “Notes”) of AAR CORP. SESI, L.L.C. (the “CompanyIssuer”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ___________________________________ Address: _________________________________ Taxpayer ID Number: ________________________ The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years one year after the later of the date of original issue and the last date on which the Company Issuer or any affiliate of the Company Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the CompanyIssuer or any Subsidiary thereof, (b) pursuant to a an effective registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”)Act, to a person we reasonably believe is a “qualified institutional buyer buyer” under Rule 144A of the Securities Act (a “QIB”) that purchases is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Non-U.S. Persons that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor, ,” in each case in a minimum principal amount of Notes of $250,000 for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or (ef) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will shall not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company Issuer and the TrusteeRegistrar, which shall provide, among other things, that the transferee is an institutional “accredited investor investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company Issuer and the Trustee Registrar reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company Issuer and the Trustee. 3. We [are][are not] an Affiliate of Issuer. You and Issuer are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. TRANSFEREE: ______________________ BY:: _______________________________

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. [Date] Plains Exploration & Production Company c/o U.S. Bank National Association 00 Xxxxxxxxxx Wells Fargo Bank. N.A, as Trustee 000 Xxxx Xxxxxx St. XxxxXxxx Xxxxx, MN 55107 Xxxxx 00000 Attention: Corporate Trust Services Ladies and GentlemenXxxxxxx Xxxxx Dear Sirs: This certificate is delivered to request a transfer of $ principal amount of the 2.8757 1/8% Convertible Senior Notes due February 1, 2024 2014 (the “NotesSecurities”) of AAR CORP. Plains Exploration & Production Company (the “CompanyIssuer”). Upon transfer, the Notes Securities would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We have received a copy of the Offering Memorandum (the “Offering Memorandum”) dated June 18, 2004 relating to the Securities and such other information as we deem necessary in order to make our investment decision. We acknowledge that we have read and agreed to the matters stated in the section entitled “Notice to Investors” of such Offering Memorandum. 2. We are an institutional “accredited investor investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account one or more accounts (each of such which is an institutional “accredited investor investor”) at least $250,000 principal amount of the NotesSecurities, and we are acquiring the Notes Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes Securities and we invest in or purchase securities similar to the Notes Securities in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment, as the case may be. 23. We understand that any subsequent transfer of the Securities is subject to certain restrictions and conditions set forth in the Indenture relating to the Securities (the “Indenture”) as described in the Offering Memorandum and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Securities except in compliance with such restrictions and conditions and the Securities Act and all applicable state securities laws. 4. We understand that the Notes Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes Securities to offer, sell or otherwise transfer such Notes Securities prior to the date that is two years after the later of the date of original issue and the last date on which the Company Issuer or any affiliate Affiliate of the Company Issuer was the owner of such Notes Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the CompanyIssuer, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”)Act, to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor, ,” in each case in a minimum principal amount of Notes Securities of $250,000 or (ef) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company Issuer and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes Securities pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company Issuer and the Trustee. 5. We are not acquiring the Securities for or on behalf of, and will not transfer the Securities to, any pension or welfare plan (as defined in Section 3 of the Employee Retirement Income Security Act of 1974, as amended) or plan (as defined in Section 4975 of the Internal Revenue Code of 1986, as amended), except as permitted in the section entitled “Notice to Investors” of the Offering Memorandum. 6. We understand that, on any proposed resale of any Securities, we will be required to furnish to the Trustee and the Issuer such certification, legal opinions and other information as the Trustee and the Issuer may reasonably require to confirm that the proposed sale complies with the foregoing restrictions. We further understand that the Securities purchased by us will bear a legend to the foregoing effect. You, the Issuer, the Trustee and others are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. [NAME OF TRANSFEREE] BY: BYName: Title:

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. c/o U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Attention: Corporate Trust Services Ladies and Gentlemen: This certificate is delivered to request a transfer of $ principal amount of the 2.875% Convertible Senior Notes due February 1, 2024 (the “Notes”) of AAR CORP. (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:[Date] 1. We are an institutional “accredited investor investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor investor” at least $250,000 principal amount of the NotesSecurities, and we are acquiring the Notes Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes Securities and we invest in or purchase securities similar to the Notes Securities in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes Securities to offer, sell or otherwise transfer such Notes Securities prior to the date that is two years after the later of the date of original issue and the last date on which the Company Issuers or any affiliate of the Company Issuers was the owner of such Notes Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the CompanyIssuers, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”)Act, to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor, ,” in each case in a minimum principal amount of Notes Securities of $250,000 or (ef) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company Issuers and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company Issuers and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes Securities pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company Issuers and the Trustee. TRANSFEREE: BY:

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. [Date] Cumulus Media Inc. c/o U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. 1st Floor — Bond Drop Window Xx. Xxxx, MN 55107 Attention: Corporate Trust Services 55109 Ladies and Gentlemen: This certificate is delivered to request a transfer of $ $[_________] principal amount of the 2.8757.75% Convertible Senior Notes Notes, Series A, due February 1, 2024 2019 (the “Notes”) of AAR CORP. Cumulus Media Inc. (the “CompanyIssuer”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years one year after the later of the date of original issue and the last date on which the Company Issuer or any affiliate of the Company Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the CompanyIssuer or any Subsidiary thereof, (b) pursuant to a an effective registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”)Act, to a person we reasonably believe is a “qualified institutional buyer buyer” under Rule 144A of the Securities Act (a “QIB”) that purchases is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor, ,” in each case in a minimum principal amount of Notes of $250,000 for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or (ef) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will shall not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company Issuer and the TrusteeRegistrar, which shall provide, among other things, that the transferee is an institutional “accredited investor investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company Issuer and the Trustee Registrar reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company Issuer and the Trustee. 3. We [are][are not] an Affiliate of the Issuer. TRANSFEREE: BY:

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. [Date] Kingsway America Inc. c/o U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. XxxxBNY Midwest Trust Company 0 Xxxxx XxXxxxx Xxxxxx, MN 55107 Xxxxx 0000 Xxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services Ladies and GentlemenDepartment Dear Sirs: This certificate is delivered to request a transfer of $ principal amount of the 2.8757.50% Convertible Senior Notes due February 1, 2024 2014 (the “Notes”) of AAR CORP. Kingsway America Inc. (the “CompanyIssuer”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: _______________________________ Address: _____________________________ Taxpayer ID Number: ____________________ The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue and the last date on which the Company Issuer or any affiliate of the Company Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the CompanyIssuer, the Guarantor or any Subsidiary thereof, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States in offshore transactions in compliance with Rule 904 under the Securities Act (if available), (e) to an institutional “accredited investor investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for that, prior to such transfer, furnishes (or has furnished on its own account or for behalf by a U.S. broker-dealer) to the account of such an institutional accredited investorTrustee a signed letter containing certain representations and agreements relating to the restrictions on transfer relating to the Notes, in each case in a minimum principal amount of Notes of $250,000 (f) pursuant to the exemptions from registration provided by Rule 144 under the Securities Act (if available), or (eg) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company Issuer and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e), (f) or (fg) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company Issuer and the Trustee. As used herein, the terms “Offshore Transaction,” “United States” and “U.S. Person” have the meanings given to them by Regulation S under the Securities Act. TRANSFEREE: BY:

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. c/o U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Attention: Corporate Trust Services Ladies and Gentlemen: This certificate is delivered to request a transfer of $ principal amount of the 2.875% Convertible Senior Notes due February 1, 2024 (the “Notes”) of AAR CORP. (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that:[Date] 1. We are an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional accredited investor at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) Date only (a) to the Company, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person Person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, 144A or (d) to an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of Notes of $250,000 or (e) pursuant to any other available exemption from the registration requirements of the Securities Actor, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (ed) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional accredited investor (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (ec) or (fd) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. TRANSFEREE: BY:

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. c/o [Date] U.S. Bank National Association 00 Xxxxxxxxxx Xxxxxx St. XxxxAssociation, MN 55107 Attention: as Trustee Corporate Trust Services 000 Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxxxx, VP (FFN + INI 2010 [Cash Pay] Indenture) Ladies and Gentlemen: This certificate is delivered to request a transfer of $ $[ ] principal amount of the 2.875% Convertible Senior Cash Pay Secured Notes due February 1, 2024 2013 (the “NotesSecurities”) of AAR CORP. Interactive Network, Inc. and FriendFinder Networks Inc. (the “CompanyIssuers”). Upon transfer, the Notes Securities would be registered in the name of the new beneficial owner as follows: Name: Address: Taxpayer ID Number: The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor investor” at least $250,000 50,000 principal amount of the NotesSecurities, and we are acquiring the Notes Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes Securities and we invest in or purchase securities similar to the Notes Securities in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes Securities to offer, sell or otherwise transfer such Notes Securities prior to the date that is two years one year after the later of the date of original issue and the last date on which the Company Issuers or any affiliate of the Company Issuers was the owner of such Notes Securities (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the CompanyIssuers or any Subsidiary thereof, (b) pursuant to a an effective registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”)Act, to a person Person we reasonably believe is a “qualified institutional buyer buyer” under Rule 144A of the Securities Act (a “QIB”) that purchases is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales to Non-U.S. Persons that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor, ,” in each case in a minimum principal amount of Notes Securities of $250,000 50,000 for investment purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or (ef) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company Issuers and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company Issuers and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes Securities pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company Issuers and the Trustee. 3. We [are][are not] an Affiliate of the Issuers. TRANSFEREE: _____________________ BY:: ________________________________ cc: Interactive Network, Inc. and FriendFinder Networks Inc.

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. [Date] The Black & Xxxxxx Corporation c/o U.S. The Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxxof New York 000 Xxxxxxx Xxxxxx, MN 55107 21W New York, New York 10286 Attention: Corporate Trust Services Administration Ladies and Gentlemen: This certificate is delivered to request a transfer of $ $_________ principal amount of the 2.8757.125% Convertible Senior Notes due February 1, 2024 Due 2011 (the “Notes”) of AAR CORP. The Black & Xxxxxx Corporation (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ___________________________________ Address: ________________________________ Taxpayer ID Number: _____________________ The undersigned represents and warrants to you that: 1. We are an institutional “accredited investor investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional “accredited investor investor” at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that which is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Company, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited investor, ,” in each case in a minimum principal amount of Notes of $250,000 or (ef) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional “accredited investor investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring Acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Restriction Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. TRANSFEREE: :_____________________________ BY:______________________________________

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. PSS World Medical, Inc. c/o U.S. Bank Wachovia Bank, National Association 00 Xxxxxxxxxx 200 Xxxxx Xxxxxx St. XxxxXxxxxxxxxxxx, MN 55107 XX 00000 Attention: Corporate Trust Services Jxxx Xxxxxxxxx Ladies and Gentlemen: This certificate is delivered to request a transfer of $ principal amount of the 2.8752.25% Convertible Senior Notes due February 1March 15, 2024 (the “Notes”) of AAR CORP. PSS World Medical, Inc. (the “Company”). Upon transfer, the Notes would be registered in the name of the new beneficial owner as follows: Name: ___________________________________________________ Address: _________________________________________________ Taxpayer ID Number: _______________________________________ The undersigned represents and warrants to you that: 1. We are an institutional accredited investor (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “Securities Act”)) purchasing for our own account or for the account of such an institutional accredited investor at least $250,000 principal amount of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes to offer, sell or otherwise transfer such Notes prior to the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”) only (a) to the Company, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”), to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “QIB”) that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) to an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional accredited investor, in each case in a minimum principal amount of Notes of $250,000 or (e) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional accredited investor (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. TRANSFEREE: BY:

Form of Certificate to be Delivered in Connection with Transfers to Institutional Accredited Investors. AAR CORP. [Date] General Maritime Corporation c/o U.S. LaSalle Bank National Association 00 Xxxxxxxxxx Xxxxxx St. Xxxx, MN 55107 Attention: Corporate Trust Services Ladies and GentlemenAdministration 000 X. XxXxxxx Street, Suite 1960 Chicago, Illinois 60603 Dear Sirs: This certificate is delivered to request a transfer of $ principal amount of the 2.87510% Convertible Senior Notes due February 1, 2024 2013 (the “Notes”"Securities") of AAR CORP. General Maritime Corporation (the “"Company”"). Upon transfer, the Notes Securities would be registered in the name of the new beneficial owner as follows: Name: ________________________ Address: ______________________ Taxpayer ID Number: ____________ The undersigned represents and warrants to you that: 1. We are an institutional "accredited investor investor" (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the “"Securities Act”")) purchasing for our own account or for the account of such an institutional "accredited investor investor" at least $250,000 principal amount of the NotesSecurities, and we are acquiring the Notes Securities not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risk of our investment in the Notes Securities and we invest in or purchase securities similar to the Notes Securities in the normal course of our business. We and any accounts for which we are acting are each able to bear the economic risk of the complete loss of our or its investment. 2. We understand that the Notes Securities have not been registered under the Securities Act and, unless so registered, may not be sold except as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing Notes Securities to offer, sell or otherwise transfer such Notes Securities prior to the date that is two years after the later of the date of original issue and the last date on which the Company or any affiliate of the Company was the owner of such Notes Securities (or any predecessor thereto) (the “"Resale Restriction Termination Date”") only (a) to the Company, (b) pursuant to a registration statement which has been declared effective under the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act (“Rule 144A”)Act, to a person we reasonably believe is a qualified institutional buyer under Rule 144A (a “"QIB”") that purchases for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance on Rule 144A, (d) pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act, (e) to an institutional "accredited investor investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional "accredited investor, ," in each case in a minimum principal amount of Notes Securities of $250,000 or (ef) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of law that the disposition of our property or the property of such investor account or accounts be at all times within our or their control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction Termination Date. If any resale or other transfer of the Notes Securities is proposed to be made pursuant to clause (e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially in the form of this letter to the Company and the Trustee, which shall provide, among other things, that the transferee is an institutional "accredited investor investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it is acquiring such Notes Securities for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges that the Company and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date of the Notes Securities pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or other information satisfactory to the Company and the Trustee. TRANSFEREE: BY: