Common use of Securities Held by the Company Clause in Contracts

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. Rockwood Specialties Group, Inc. By: /s/ Xxxxxxx Xxxxx X. Vaelente Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary TRANSDIGM GROUP INCORPORATED Each of the Guarantors listed on Schedule I hereto By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED XXXXXXX, XXXXX & Co. CO. UBS LIMITED CREDIT SUISSE FIRST BOSTON LLC UBS SECURITIES LLC AS REPRESENTATIVES OF THE SEVERAL INITIAL PURCHASERS by: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Advantis Technologies, Inc. AlphaGary Corporation CeramTec North America Innovative Ceramic Engineering Corporation Chemetall Corporation Chemetall Chemical Products Inc. Chemetall Xxxxx Corp. Chemical Specialties, Inc. Compugraphics U.S.A. Inc. Cyantek Corporation Electrochemicals Inc. Exsil, Inc. Xxxxx Chile Holding Company Lurex, Inc. Oakite Products, Inc. Rockwood America Inc. Rockwood Specialties Inc. Rockwood Pigments NA, Inc. RS Funding Corporation RW Holding Corp. Xxxxxxxxxx Corporation Southern Clay Products, Inc. Southern Color N.A., Inc. Each broker-dealer that receives the Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of the Exchange Securities received in exchange for the Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives the Exchange Securities for its own account in exchange for the Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives the Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for the Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of the Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells the Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Company a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial Purchasers Company and the Company Purchasers in accordance with its terms. Very truly yours, TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE ANGUS ELECTRONICS CO. ARKWIN INDUSTRIES, INC. AP GLOBAL ACQUISITION CORPARMTEC COUNTERMEASURES CO. AP GLOBAL HOLDINGS, INCARMTEC COUNTERMEASURES TNO CO. ARKWIN INDUSTRIESARMTEC DEFENSE PRODUCTS CO. AUXITROL WESTON USA, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATIONXXXXX AEROSPACE INC. XXXXXXX AVIONICS HOLDINGS, INC. BRIDPORT XXXXXXX AVIONICS, INC. COBHAM DEFENSE PRODUCTS, INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. ESTERLINE INTERNATIONAL COMPANY XXXXXXXXX TECHNOLOGIES CORPORATION EXTANT COMPONENTS GROUP HOLDINGS, INC. EXTANT COMPONENTS GROUP INTERMEDIATE, INC. XXXXXXXX CORPORATION HYTEK FINISHES CO. ILC HOLDINGS, INC. XXXXX AEROSPACE CORPORATION KIRKHILL INC. XXXXX INDUSTRIES, INCKORRY ELECTRONICS CO. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX HOLDING CORPORATION MALAYSIAN AEROSPACE SERVICESXXXXX INTERNATIONAL CORPORATION XXXXX TECHNOLOGY GROUP, INC. MARATHONNORCO AEROSPACE, INC. XXXXX ELECTRIC CO. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTSNAT SEATTLE INC. NMC GROUP, INC. NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. NORWICH AERO PRODUCTS INC. PALOMAR PRODUCTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TA AEROSPACE CO. TACTAIR FLUID CONTROLS, INC. TDG ESL HOLDINGS INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer 00000 XXXXXXXXX XXXX LLC By: Xxxxxxxxx Technologies Corporation, as its sole member BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member CMC ELECTRONICS AURORA LLC By: Xxxxxxxxx Technologies Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member ESTERLINE EUROPE COMPANY LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXXXX TECHNOLOGIES SGIP LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXX MEXICO HOLDING LLC By: Xxxxx International Corporation, as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSSCIOTEQ LLC By: TREALITY SVS LLC, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSas its sole member By: Esterline Europe Company LLC, INC. as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member SYMETRICS INDUSTRIES, LLC By: Symetrics Technology Group, LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TREALITY SVS LLC By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO HARCOSEMCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX NORDISK AVIATION PRODUCTS LLC By: Xxxxxxxxx Holdings Telair US LLC, as its sole member XXXXXXXXX LLC TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Executive Vice President, Chief Financial Officer Chairman of the Board and Secretary President TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Xxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC X.X. Xxxxxx Securities LLC RBC Capital Markets LLC KKR Capital Markets LLC Barclays Capital Inc. HSBC Securities (USA) Inc. PNC Capital Markets LLC Credit Agricole Securities (USA) Inc. 1. 00000 Xxxxxxxxx Xxxx LLC Delaware 2. Acme Aerospace, Inc. Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount (or principal amount at maturity) of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: DIMAC CORPORATION, by /s/ Xxxxxxx Xxxxx Xx ------------------------------------ Name: Xxxxxxx Xxxxx Xx Title: Executive Vice PresidentAssistant Secretary SUBSIDIARY GUARANTORS: DIMAC MARKETING CORPORATION, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: by /s/ Xxxxxxx Xxxxx Xx ------------------------------------ Name: Xxxxxxx Xxxxx Xx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary ACME AEROSPACEDIMAC DIRECT, INC. XXXXX RITE AEROSPACE., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary PALM COAST DATA INC. AEROCONTROLEX GROUP., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary THE XxXXXXX GROUP INC. AIRBORNE ACQUISITION., INC AIRBORNE GLOBALby /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary XXXXXX & ASSOCIATES INC., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary MBS/MULTIMODE INC. AIRBORNE ., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary AMERICOMM HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE., by /s/ Xxxxx Xx ------------------------------------ Name: Xxxxx Xx Title: Assistant Secretary AMERICOMM DIRECT MARKETING, INC. AMSAFE COMMERCIAL PRODUCTS., INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: by /s/ Xxxxxxx Xxxxx Xx ------------------------------------ Name: Xxxxxxx Xxxxx Xx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC Credit Suisse First Boston Corporation First Union Capital Markets Warburg Dillon Read Llc By: Credit Suisse First Boston Corporation by /s/ Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx ------------------------------------ Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the a Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” Each broker" ANNEX C PLAN OF DISTRIBUTION (1) In addition, the legend required by Item 502(e) of Regulation S-dealer that receives Exchange Securities for its own account pursuant to K will appear on the back cover page of the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securitiesprospectus. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.--------------------- (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM KEY ENERGY SERVICES, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Title: Executive Vice PresidentPresident and Treasurer KEY ENERGY SERVICES, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACELLC KEY ENERGY SERVICES CALIFORNIA, INC. XXXXX RITE AEROSPACEKEY ENERGY SERVICES (MEXICO), INC. AEROCONTROLEX GROUPLLC MISR KEY ENERGY INVESTMENTS, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE MISR KEY ENERGY SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSKEY ENERGY MEXICO, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Xxxxxx Title: Executive Vice President, Chief Financial Officer President and Secretary Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. CREDIT SUISSE SECURITIES (USA) LLC Xxxxxxx Xxxxx, Xxxxxx, Xxxxxx Xxxxxxx & Co. Xxxxx Incorporated X.X. Xxxxxx Securities LLC ByRBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Capital One Southcoast, Inc. Credit Agricole Securities (USA) Inc. DNB Markets Inc. by: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxx Xxxx Name: Xxxxx Xxxxx Xxxx Xxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Key Energy Services, LLC Key Energy Services California, Inc. Key Energy Services (Mexico), LLC Misr Key Energy Investments, LLC Misr Key Energy Services, LLC Key Energy Mexico, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (including the Accredited Investors, but other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ROTECH HEALTHCARE INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X Xxxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO By: /s/ Xxxxxxx Xxxxx Xxxxxx X Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X Xxxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxx X. Xxxxx Name: Xxxxx Xxx X. Xxxxx Title: Managing Director For itself XXXXXXXXX & COMPANY, INC. By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director A-1 Medical Equipment, Inc. Abba Medical Equipment, Inc. Acadia Home Care Allied Medical Supply, Inc. Always Medical Equipment, Inc. Xxxx Xxxx’x InHome Medical, Inc., West Xxxx Xxxx’x InHome Medical/InHome Medical Inc. Anniston Health & Sickroom Supplies, Inc. Berkeley Medical Equipment, Inc. Beta Medical Equipment, Inc. Cambria Medical Supply, Inc. Camden Medical Supply, Inc. Care Medical Supplies, Inc. Centennial Medical Equipment, Inc. Charlotte Medical Supply, Inc. Xxxxxxx Rentals, Inc. Community Home Oxygen, Inc. Contour Medical Supply, Inc. Xxxxxx Home Health Care, Inc. CPO 2, Inc. Cynthiana Home Medical Equipment, Inc. Xxxxxx Medical Systems, Inc. Distinct Home Health Care, Inc. Xxx Xxxx Respiratory Services, Inc. DuMEd, Inc. East Tennessee Infusion & Respiratory, Inc. Encore Home Health Care, Inc. Excel Medical of Fort Dodge, Inc. Excel Medical of Marshalltown, Inc. First Community Care of Niagara, Inc. Firstcare, Inc. Xxxxxxx Medical Equipment, Inc. Four Rivers Home Health Care, Inc. G&G Medical, Inc. Gate City Medical Equipment, Inc. Georgia Medical Resources, Inc. Gladwin Area Home Care, Inc. Xxxxxxxx Medical Equipment Service, Inc. Health Care Services of Mississippi, Incorporated Holland Medical Services, Inc. Home Care Oxygen Service, Inc. Home Medical Systems, Inc. IHS Acquisition XXVII, Inc. Integrated Health Services at Jefferson Hospital, Inc. Intensive Home Care Services, Inc. IOTA Medical Equipment, Inc. LAMBDA Medical Equipment, Inc. LAMS, Inc. Xxxxxxxx Medical Equipment, Inc. Xxxxxxx Medical, Inc. Major Medical Supply, Inc. Medco Professional Services, Corp. MedCorp International, Inc. Medic-Aire Medical Equipment, Inc. Medical Electro-Therapeutics, Inc. Medicare Rental Supply, Inc. Michigan Medical Supply, Inc. National Medical Equipment Centers, Inc. Xxxxxxx’x Home Medical Equipment, Inc. Nightingale Home Health Care, Inc. North Central Washington Respiratory Care Services, Inc. Northeast Medical Equipment, Inc. Northwest Home Medical, Inc. OMICRON Medical Equipment, Inc. Oxygen of Oklahoma, Inc. Oxygen Plus Medical Equipment, Inc. Oxygen Plus, Inc. Oxygen Therapy Associates, Inc. Xxxxxxxx’x Home Care, Inc. PHI Medical Equipment, Inc. Pioneer Medical Services, Inc. Preferential Home Health Care, Inc. Principal Medical Equipment, Inc. Professional Breathing Associates, Inc. Professional Respiratory Home Healthcare, Inc. PSI Health Care, Inc. Pulmo-Dose, Inc. Pulmonary Home Care, Inc. Quality Home Health Care, Inc. R.C.P.S., Inc. RCG Information Services Corporation RCI Medical Corp. Regency Medical Equipment, Inc. Resp-A-Care, Inc. Respiracare Medical Equipment, Inc. Respiratory Medical Equipment of Ga., Inc. Respitech Home Health Care, Inc. Responsive Home Health Care, Inc. Rhema, Inc. Xxxx Medical Group, Inc. RN Home Care Medical Equipment Company, Inc. Roswell Home Medical, Inc. Rotech Employee Benefits Corporation Rotech Home Medical Care, Inc. RoTech Oxygen and on behalf Medical Equipment, Inc. Xxxx Medical, Inc. Xxxxxxx’x Hospital Equipment, Inc. Xxxxxxx Convalescent Medical Supply, Inc. Select Home Health Care, Inc. SIGMA Medical Equipment, Inc. Southeastern Home Health, Inc. Sun Medical Supply, Inc. Sunshine Home Health Care, Inc. The Xxxxxx Company Theta Home Health Care, Inc. Tupelo Home Health, Inc. Valley Medical Equipment, Inc. Value Care, Inc. VitalCare Health Services, Inc. VitalCare of the several Initial Purchasers set forth in Schedule I hereto Pennsylvania, Inc. VitalCare of Texas, Inc. White’s Medical Rentals, Inc. Wichita Medical Care, Inc. Zeta Home Health Care, Inc. Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM CARRIZO OIL & GAS, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice PresidentBANDELIER PIPELINE HOLDING, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE LLC CARRIZO (EAGLE FORD) LLC CARRIZO (MARCELLUS) LLC CARRIZO (MARCELLUS) WV LLC CARRIZO (NIOBRARA) LLC CARRIZO (UTICA) LLC CARRIZO MARCELLUS HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFECLLR, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSMESCALERO PIPELINE, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx X. Xxxxx Name: Xxxxxxx Xxxxx X. Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. XXXXX FARGO SECURITIES, LLC RBC CAPITAL MARKETS, LLC CITIGROUP GLOBAL MARKETS INC. Acting on behalf of themselves and as Representatives of the several Initial Purchasers By: XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) Vice President By: RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx Xxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities Notes for its own account in exchange for Initial Securities, where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange SecuritiesNotes. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]] , all dealers effecting transactions in the Exchange Securities Notes may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities Notes by broker-dealers. Exchange Securities Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange SecuritiesNotes. Any broker-dealer that resells Exchange Securities Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company Company, and the Guarantors in accordance with its terms. Very truly yours, TRANSDIGM SEABULK INTERNATIONAL, INC. By: /s/ Xxxxxxx Xxxxx XXXX X. XXXXXX Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Senior Vice President, Chief Financial Officer General Counsel and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE LONE STAR MARINE SERVICES, INC. MARATHONNORCO AEROSPACESEABULK ARIZONA USA, INC. XXXXXXXXX AEROSPACE DESEABULK CHEMICAL CARRIERS, INC. XXXXXXXXX AEROSPACE HOLDINGSSEABULK MARINE INTERNATIONAL, INC. XXXXXXXXX AEROSPACE INVESTMENTSSEABULK MARINE SERVICES, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSSEABULK OCEAN SYSTEMS CORPORATION SEABULK OCEAN SYSTEMS HOLDINGS CORPORATION SEABULK OFFSHORE ABU DHABI, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSSEABULK OFFSHORE INTERNATIONAL, INC. TRANSICOIL LLC By: Aviation TechnologiesSEABULK OFFSHORE DUBAI, Inc.INC. SEABULK OFFSHORE OPERATORS, its sole member INC. SEABULK OPERATORS, INC. SEABULK TANKERS, INC. SEABULK TOWING SERVICES, INC. SEABULK TRANSMARINE II, INC. SEABULK TRANSPORT, INC. By: /s/ Xxxxxxx Xxxxx XXXX X. XXXXXX Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESSenior Vice President SEABULK TANKERS, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC LTD. By: Xxxxxxxxx Holdings LLCSEABULK TRANSPORT, its sole member WHIPPANY ACTUATION SYSTEMSINC., LLC By: TransDigm Inc., its sole member General Partner By: /s/ Xxxxxxx Xxxxx XXXX X. XXXXXX Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx Title: Executive Senior Vice PresidentPresident SEABULK AMERICA PARTNERSHIP, Chief Financial Officer and Secretary LTD. SEABULK OFFSHORE, LTD. SEABULK TRANSMARINE PARTNERSHIP, LTD. By: SEABULK TANKERS, LTD., General Partner By: SEABULK TRANSPORT, INC. General Partner By: /s/ XXXX X. XXXXXX Name: Xxxx X. Xxxxxx Title: Senior Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx CREDIT SUISSE FIRST BOSTON LLC BANK OF AMERICA SECURITIES LLC RBC DOMINION SECURITIES CORPORATION XXXXXXX LYNCH, PIERCE, XXXXXX & Co. PRICE INCORPORATED by: CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing MARC WARM Marc Warm Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]2003, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) . In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxx Xxxxxx Title: Executive Vice President, Chief Financial Officer and General Counsel & Secretary TRANSDIGM GROUP INCORPORATED ByGUARANTORS: /s/ Xxxxxxx Xxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxxx TitleXxxx Xxxxxx Its: Executive Vice President, Chief Financial Officer and General Counsel & Secretary ACME AEROSPACE, By: THE NEW HOME COMPANY INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: a Delaware corporation as Sole Member and Manager /s/ Xxxxxxx Xxxxx Xxxx Xxxxxx Name: Xxxxxxx Xxxxx TitleXxxx Xxxxxx Its: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer General Counsel & Secretary By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Member By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: TNHC REALTY AND CONSTRUCTION INC. a Delaware corporation as Member /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: LR8 INVESTORS, LLC a Delaware limited liability company as Sole Member By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Member By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: TNHC REALTY AND CONSTRUCTION INC. a Delaware corporation as Member /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: THE NEW HOME COMPANY SOUTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: THE NEW HOME COMPANY NORTHERN CALIFORNIA LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: TNHC LAND COMPANY LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary By: TNHC LAND COMPANY LLC a Delaware limited liability company as Sole Member and Manager By: THE NEW HOME COMPANY INC. a Delaware corporation as Sole Member and Manager /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Its: Vice President, General Counsel & Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxx Xxxxxx Name: Xxxxx Xxxxx Xxx Xxxxxx Title: Managing Director For itself and Acting on behalf of itself And as the several Representative Of the Several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]] , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders Holders) other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Closing Date Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ARISTOTLE HOLDING, INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx Xxx Name: Xxxxxxx Xxxxx Xxxxxx Xxx Title: Executive Vice PresidentChairman, Chief Financial Executive Officer and Secretary TRANSDIGM GROUP INCORPORATED President By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Chairman, Chief Executive Officer and President XXXXXXX XXXX, INC. CARE CONTINUUM, INC. CFI OF NEW JERSEY, INC. CHESAPEAKE INFUSION, INC. CONNECTYOURCARE COMPANY LLC CONNECTYOURCARE, LLC CURASCRIPT PBM SERVICES INC. DIVERSIFIED PHARMACEUTICAL SERVICES, INC. ESI ACQUISITION, INC. ESI CLAIMS, INC. ESI ENTERPRISES, LLC ESI MAIL ORDER PROCESSING, INC. EXPRESS SCRIPTS CANADA HOLDING CO. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC EXPRESS SCRIPTS SALES DEVELOPMENT CO. FRECO, INC. FREEDOM SERVICE COMPANY, LLC HEALTHBRIDGE, INC. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC. iBIOLOGIC, INC. IVTX, INC. LYNNFIELD COMPOUNDING CENTER, INC. LYNNFIELD DRUG, INC. MATRIX GPO LLC NATIONAL PRESCRIPTION ADMINISTRATORS, INC. PRIORITY HEALTHCARE CORPORATION PRIORITY HEALTHCARE CORPORATION WEST PRIORITY HEALTHCARE DISTRIBUTION, INC. PRIORITY HEALTHCARE PHARMACY, INC. XXXXXXXXXXXXXXXXXX.XXX, INC. SINUSPHARMACY, INC. SPECIALTY INFUSION PHARMACY, INC. SPECTRACARE, INC. SPECTRACARE HEALTH CARE VENTURES, INC. SPECTRACARE INFUSION PHARMACY, INC. VALUE HEALTH, INC. XXXXXXXXXXXX.XXX, INC. By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: /s/ Xxxxxxx XxXxxxx Name: Xxxxxxx XxXxxxx Title: President By: /s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer President and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC Deputy General Counsel By: XxXxxxxxx Aerospace Investments/s/ Xxx Xxxxxxxxx Name: Xxx Xxxxxxxxx Title: President SPECTRACARE OF INDIANA By: Spectracare, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC as Partner By: XxXxxxxxx Aerospace DE/s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President By: Care Continuum, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member as Partner By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member Vice President By: /s/ Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Xxxxxxxx Title: Executive President By: Xxxxxx Xxx Name: Xxxxxx Xxx Title: President By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities Acting on behalf of themselves and as the Representatives of the Initial Purchasers CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto CITIGROUP GLOBAL MARKETS INC. By: Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Managing Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM SPECTRUM BRANDS, INC. By: /s/ Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Title: Executive Senior Vice President, Chief Financial Officer Secretary and Secretary TRANSDIGM GROUP INCORPORATED ByGeneral Counsel GUARANTORS: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice PresidentSB/RH HOLDINGS, Chief Financial Officer and Secretary ACME AEROSPACELLC APPLICA MEXICO HOLDINGS, INC. XXXXX RITE AEROSPACEXXXXXXX HARDWARE CORPORATION KWIKSET CORPORATION XXX XXXX US IMPORTS, LLC LIQUID FENCE CO., INC. AEROCONTROLEX NATIONAL MANUFACTURING CO. NATIONAL MANUFACTURING, MEXICO A, LLC NATIONAL MANUFACTURING, MEXICO B, LLC NATIONAL OPENINGS, LLC PRICE XXXXXXX, INC. ROV HOLDING, INC. ROV INTERNATIONAL HOLDINGS LLC XXXXXXX COMPANY TELL MANUFACTURING, INC. TELL DOORS & WINDOWS, LLC TELL SOURCING, INC. UNITED INDUSTRIES CORPORATION UNITED PET GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX XXXXXX LOCK CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Senior Vice President, Chief Financial Officer and Secretary Secretary, General Counsel and/or Authorized Agent (as an officer of Spectrum Brands, Inc.) [Signature Page to Registration Rights Agreement] The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxx Xxxxxxx Name: Xxxxx Xxxxx Xxxx Xxxxxxx Title: Managing Director For itself Acting on its own behalf and on behalf as a representative of the several Initial Purchasers set forth in Schedule I hereto [Registration Rights Agreement] DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director Acting on its own behalf and as a representative of the several Initial Purchasers Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) . 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Company a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial Purchasers Company, the Guarantors and the Company Purchasers in accordance with its terms. Very truly yours, TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE ANGUS ELECTRONICS CO. ARKWIN INDUSTRIES, INC. AP GLOBAL ACQUISITION CORPARMTEC COUNTERMEASURES CO. AP GLOBAL HOLDINGS, INCARMTEC COUNTERMEASURES TNO CO. ARKWIN INDUSTRIESARMTEC DEFENSE PRODUCTS CO. AUXITROL WESTON USA, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVISTA, INCORPORATED AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATIONXXXXX AEROSPACE INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. BRIDPORT ESTERLINE INTERNATIONAL COMPANY XXXXXXXXX TECHNOLOGIES CORPORATION EXTANT COMPONENTS GROUP HOLDINGS, INC. EXTANT COMPONENTS GROUP INTERMEDIATE, INC. XXXXXXXX CORPORATION HYTEK FINISHES CO. ILC HOLDINGS, INC. XXXXX AEROSPACE CORPORATION KIRKHILL INC. XXXXX INDUSTRIES, INCKORRY ELECTRONICS CO. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX HOLDING CORPORATION MALAYSIAN AEROSPACE SERVICESXXXXX INTERNATIONAL CORPORATION XXXXX TECHNOLOGY GROUP, INC. MARATHONNORCO AEROSPACE, INC. XXXXX ELECTRIC CO. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTSNMC GROUP, INC. NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. NORWICH AERO PRODUCTS INC. PALOMAR PRODUCTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. RACAL ACOUSTICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TA AEROSPACE CO. TACTAIR FLUID CONTROLS, INC. TDG ESL HOLDINGS INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer 00000 XXXXXXXXX XXXX LLC By: Xxxxxxxxx Technologies Corporation, as its sole member BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member CMC ELECTRONICS AURORA LLC By: Xxxxxxxxx Technologies Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member ESTERLINE EUROPE COMPANY LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXXXX TECHNOLOGIES SGIP, LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSSCIOTEQ LLC By: TREALITY SVS LLC, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSas its sole member By: Esterline Europe Company LLC, INC. as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member SYMETRICS INDUSTRIES, LLC By: Symetrics Technology Group, LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TREALITY SVS LLC By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS HARCOSEMCO LLC XXXXXXXXX LLC TELAIR US LLC TELAIR INTERNATIONAL LLC By: Xxxxxxxxx Holdings Telair US LLC, as its sole member WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Executive Vice PresidentChairman of the Board and President TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director JOSLYN SUNBANK COMPANY, Chief Financial Officer and Secretary LLC By: Sunbank Family of Companies, LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer SUNBANK FAMILY OF COMPANIES, LLC By: Xxxxxxxxx Technologies Corporation, as its sole member By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer SOURIAU USA, INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXX XXXXXXX & Co. CO. LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.. CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Xxxxxx Xxxxxxx & Co. LLC Xxxxxxx Sachs & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Credit Suisse Securities (USA) LLC KKR Capital Markets LLC RBC Capital Markets LLC Barclays Capital Inc. Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. PNC Capital Markets LLC 1. Acme Aerospace, Inc. Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEFREESCALE SEMICONDUCTOR, INC. XXXXX RITE AEROSPACEBy /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President and Treasurer FREESCALE SEMICONDUCTOR HOLDINGS V, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESFREESCALE SEMICONDUCTOR HOLDINGS I, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: LTD. By /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Executive Treasurer FREESCALE SEMICONDUCTOR HOLDINGS II, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer SIGMATEL, LLC. BY FREESCALE SEMICONDUCTOR, INC., AS SOLE MEMBER By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President, Chief Financial Officer President and Secretary Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxxxxx Xxxxx Xxxx XxxXxxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Xxxx XxxXxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.( 1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. By the execution and delivery of this Agreement, the Issuers submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in the City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Company and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx MAIL-WELL I CORPORATION By ---------------------------------------- Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEMAIL-WELL, INC. XXXXX RITE AEROSPACEBy ---------------------------------------- Name: Title: 1158673 ONTARIO, INC. AEROCONTROLEX GROUPCLASSIC ENVELOPE PLUS, LTD. CML INDUSTRIES LTD. DISCOUNT LABELS, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBALENVELOPE INC.-ENVELOPPE TRANSIT INC. INNOVA ENVELOPE INC. MAIL-WELL ALBERTA FINANCE LP MAIL-WELL CANADA LEASING COMPANY MAIL-WELL COMMERCIAL PRINTING, INC. AIRBORNE MAIL-WELL GOVERNMENT PRINTING, INC. MAIL-WELL MEXICO HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEMAIL-WELL SERVICES LLC MAIL-WELL TEXAS FINANCE LP MAIL-WELL WEST, INC. AMSAFE COMMERCIAL PRODUCTSXXXXXXX XXXXXX & XXXX COMPANY MM&T PACKAGING COMPANY NATIONAL GRAPHICS COMPANY PNG INC. POSER BUSINESS FORMS, INC. AMSAFE GLOBAL HOLDINGSPRECISION FINE PAPERS, INC. AMSAFEREGIONAL ENVELOPPE PRODUCTS INC. - PRODUCTS ENVELOPPE REGIONAL INC. SUPREMEX, INC. AMSAFE INDUSTRIESWISCO III, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx L.L.C. By ---------------------------------------- Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxxx Xxxxx CREDIT SUISSE FIRST BOSTON LLC By ------------------------------------ Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto : ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus." ANNEX C

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary Treasurer ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DEINVESTMENTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SHIELD RESTRAINT SYSTEMS, INC. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Chief Executive Officer AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AVIATION TECHNOLOGIES, INC. BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTSDE, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Treasurer President and Secretary Chief Executive Officer AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX TELAIR INTERNATIONAL LLC By: Xxxxxxxxx Holdings LLC, its sole member TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AVIONICS SPECIALTIES, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: President BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President and Secretary Treasurer AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXX XXXXXXX & Co. CO. LLC By: /s/ Xxxxxxxx Xxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director UBS SECURITIES LLC By: /s/ Gael Jacquemettaz Name: Gael Jacquemettaz Title: Executive Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Associate Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.. ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Xxxxxx Xxxxxxx & Co. LLC Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. UBS Securities LLC Barclays Capital Inc. Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. RBC Capital Markets, LLC Xxxxxxx, Sachs & Co. 1. Acme Aerospace, Inc. Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM CHESAPEAKE ENERGY CORPORATION By: /s/ Martha A. Burger ---------------------------------------- Name: Martha A. Burger Title: Senior Xxxx Xxxxxxxxx SUBSIDIARY GUARANTORS: THE AMES COMPANY, INC. CHESAPEAKE ACQXXXXTION CORPORATION CHESAPEAKE ROYALTY COMPANY NOMAC DRILLING CORPORATION CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE OPERATING, INC. CHESAPEAKE MOUNTAIN FRONT CORP. GOTHIC ENERGY CORPORATION GOTHIC PRODUCTION CORPORATION CARMEN ACQUISITION CORP. SAP ACQUXXXXXXN CORP. CHESAPEAKE KNAN ACQUISITION CORPORATION CHESAPEAKE ENO ACQUISITION CORP. CHESAPEAKE BETA CORP. CHESAPEAKE DELTA CORP. CHESAPEAKE FOCUS CORP. By: /s/ Xxxxxxx Xxxxx Martha A. Burger ---------------------------------------- Name: Xxxxxxx Xxxxx Martha A. Burger Title: Executive Vice PresidentPxxxxxxxx CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED L.P. CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE SIGMA, L.P. By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxxx Xxxxx Martha A. Burger -------------------------------------- Name: Xxxxxxx Xxxxx Martha A. Burger Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Vicx Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx BEAR, STEARNS & Co. LLC CO. INC. CREDIT SUISSE FIRST BOSTON CORPORATION LEHMAN BROTXXXX XXC. MORGAN STANLEY & CO. INCORPORATED SALOMON SMITH XXXXXX INC. Acting ox xxxxlx xx xxemselves and as Reprxxxxxxxxxx xx the several Initial Purchasers By: BEAR, STEARNS & CO. INC. By: /s/ Xxxxxxxx Xxxxx Larry Alletto -------------------------------------- Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Larrx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1" ANNEX C PLAN OF DISTRIBUTION (1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: GXS CORPORATION By /s/ Mxxxxxx Xxxxxxx Xxxxx Name: Mxxxxxx Xxxxxxx Xxxxx Title: Executive Senior Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED ByTreasurer GUARANTORS: GLOBAL EXCHANGE SERVICES, INC. By /s/ Mxxxxxx Xxxxxxx Xxxxx Name: Mxxxxxx Xxxxxxx Xxxxx Title: Executive Senior Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE Treasurer GLOBAL EXCHANGE SERVICES HOLDINGS, INC. AIRBORNE SYSTEMS NA By /s/ Mxxxxxx Xxxxxxx Name: Mxxxxxx Xxxxxxx Title: President GXS INTERNATIONAL INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEBy /s/ Dxxxx Xxxxxxxx Name: Dxxxx Xxxxxxxx Title: Director TPN REGISTER, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace InvestmentsL.L.C. By Global eXchange Services Holdings, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: Sole Member By /s/ Mxxxxxx Xxxxxxx Xxxxx Name: Mxxxxxx Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Txx Xxxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Offered Securities where such Initial Offered Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Offered Securities, where such Initial Offered Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Offered Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ]________ __, 20[ ]200_, all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back inside front cover page of the Exchange Offer prospectusprospectus below the Table of Contents.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. The Company and the Guarantors hereby submit to the non-exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York in any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: URS CORPORATION, a Delaware corporation by /s/ Xxxxxxx Xxxxx Kent P. Ainsworth ----------------------------------- Name: Xxxxxxx Xxxxx Kent P. Ainsworth Title: Executive Vice PresidentXxxxxxxxx Xxxx Xresident, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: AMAN ENVIRONMENTAL CONSTRUCTION, INC., a California corporation by /s/ Xxxxxxx Xxxxx Jeffrey M. Kissel ----------------------------------- Name: Xxxxxxx Xxxxx Jeffrey M. Kissel Title: Executive Vice PresidentXxxxx Xxxxxxxxx Officer BANSHEE CONSTRUCTION COMPANY, INC., a California corporation by /s/ Michael T. Orear ----------------------------------- Name: Michael T. Orear Title: Xxxxxxxxx BRW, INC., a Wyoming corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xresident and Chief Financial Officer CLEVELAND WRECKING COMPANY, a California corporation by /s/ James P. Sheridan ----------------------------------- Name: James P. Sheridan Title: Xxxxxxxxx CONTRACTING RESOURCES INTERNATIONAL, INC., a Delaware corporation by /s/ Joseph Masters ----------------------------------- Name: Joseph Masters Title: Vixx Xxxxxxxxx O'BRIEN-KREITZBERG INC., a California xxxxxxxxxxx by /s/ Jeffrey M. Kissel ----------------------------------- Name: Jeffrey M. Kissel Title: Xxxxx Xxxxxxxxx Officer RADIAN INTERNATIONAL LLC, a Delaware limited liability company by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vxxx Xxxxxxxxx xnd Treasurer SIGNET TESTING LABORATORIES, INC., a Delaware corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xresident, Chief Financial Officer and Secretary ACME AEROSPACEURS CONSTRUCTION SERVICES, INC. XXXXX RITE AEROSPACE., INC. AEROCONTROLEX a Florida corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xresident and Chief Financial Officer URS CORPORATION, a Nevada corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vxxx Xxxxxxxxx xnd Treasurer URS CORPORATION GREAT LAKES, a Michigan corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xresident and Chief Financial Officer URS CORPORATION GROUP CONSULTANTS, a New York corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vxxx Xxxxxxxxx xnd Treasurer URS CORPORATION--MARYLAND, a Maryland corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vxxx Xxxxxxxxx xnd Treasurer URS CORPORATION -- OHIO, a Ohio corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vixx Xxxxxxxxx xxd Treasurer URS CORPORATION SOUTHERN, a California corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vixx Xxxxxxxxx xxd Treasurer URS GROUP, INC. AIRBORNE ACQUISITION., INC AIRBORNE GLOBAL, INC. AIRBORNE a Delaware corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vixx Xxxxxxxxx xxd Assistant Treasurer URS HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE., INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL a Delaware corporation by /s/ David C. Nelson ----------------------------------- Name: David C. Nelson Title: Vixx Xxxxxxxxx xxd Treasurer URS-LSS HOLDINGS, INC. AMSAFE., INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC Bya Delaware corporation by /s/ Kent P. Ainsworth ----------------------------------- Name: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE Kent P. Ainsworth Title: Xxxx Xxxxxxxxx xxd Treasurer URS OPERATING SERVICES, INC. MARATHONNORCO AEROSPACE., a Delaware corporation by /s/ Peter J. Pedalino ----------------------------------- Name: Peter J. Pedalino Title: Xxxx Xxxxxxxxx xxd Controller WALK HAYDEL & ASSOCIATES, INC. XXXXXXXXX AEROSPACE DE., a Louisixxx xxrporation by /s/ Kent P. Ainsworth ----------------------------------- Name: Kent P. Ainsworth Title: Xxxxxxxxx Xxxx Xxesident and Chief Financial Officer EG&G TECHNICAL SERVICES, INC. XXXXXXXXX AEROSPACE HOLDINGS., a Delaware corporation by /s/ William Neeb ----------------------------- Name: William Neeb Title: Vice Prexxxxxx, Xxxxf Financial Officer, Assistant Treasurer and Assistant Secretary EG&G DEFENSE MATERIALS, INC. XXXXXXXXX AEROSPACE INVESTMENTS., a Utah corporation by /s/ William Neeb ----------------------------- Name: William Neeb Title: Vice Prxxxxxxx xxx Chief Financial Officer URS INTERNATIONAL, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE., Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member a Delaware corporation By: /s/ Xxxxxxx Xxxxx David C. Nelson ----------------------------- Name: Xxxxxxx Xxxxx David C. Nelson Title: Vice Xxxxxxxxx xxx Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON CORPORATION WELLS FARGO SECURITIES, LLC BNP PARIBAS SECURITIES CORP. THE ROYAL BAXX XX SCOTLAND PLC BMO NESBITT BURNS CORP. ING FINANCIAL MARKETS LLC By: CREDIT SUISSE FIRXX XXXXOX XXXPORATION by /s/ Xxxxxxxx Xxxxx James T. Glerum ----------------------------------- Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Jamex X. Xxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-market- making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1" ANNEX C PLAN OF DISTRIBUTION (1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back inside front cover page of the Exchange Offer prospectusprospectus below the Table of Contents.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEFREESCALE SEMICONDUCTOR, INC. XXXXX RITE AEROSPACEBy /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President and Treasurer FREESCALE SEMICONDUCTOR HOLDINGS V, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESFREESCALE SEMICONDUCTOR HOLDINGS I, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: LTD. By /s/ Xxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx Title: Executive Treasurer FREESCALE SEMICONDUCTOR HOLDINGS II, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS III, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer FREESCALE SEMICONDUCTOR HOLDINGS IV, LTD. By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Treasurer SIGMATEL, LLC. BY FREESCALE SEMICONDUCTOR, INC., AS SOLE MEMBER By /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President, Chief Financial Officer President and Secretary Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: BARCLAYS CAPITAL INC. By /s/ Xxxx-Xxxxxxxx Xxxxx Astier Name: Xxxx-Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Astier Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: FREESCALE ACQUISITION CORPORATION By /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx XX Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx XX Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: President FREESCALE ACQUISITION HOLDINGS CORP. By /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx XX Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx XX Title: Executive Vice PresidentPresident FREESCALE HOLDINGS (BERMUDA) I, Chief Financial Officer and Secretary ACME AEROSPACELTD. FREESCALE HOLDINGS (BERMUDA) II, INCLTD. XXXXX RITE AEROSPACEFREESCALE HOLDINGS (BERMUDA) III, INCLTD. AEROCONTROLEX GROUPFREESCALE HOLDINGS (BERMUDA) IV, INCLTD. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx Xxxx X. Xxxxxx XX Name: Xxxxxxx Xxxxx Xxxx X. Xxxxxx XX Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Acting on behalf of themselves and as the Representatives of the several Purchasers CREDIT SUISSE SECURITIES (USA) LLC By /s/ Xxxxxx X. Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Xxxxxx X. Xxxxxxx Title: Authorized Signatory Director CITIGROUP GLOBAL MARKETS INC. By /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Citigroup Global Markets Inc. X.X. Xxxxxx Securities Inc. Xxxxxx Brothers Inc. UBS Securities LLC Bear, Xxxxxxx & Co. Inc. GE Capital Markets, Inc. Greenwich Capital Markets, Inc. Mizuho International plc Natexis Bleichroeder Inc. Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yoursCONCENTRA OPERATING CORPORATION By: Xxxxxxx X. Xxxx XX Executive Vice President, TRANSDIGM General Counsel and Corporate Secretary CONCENTRA HEALTH SERVICES, INC. CONCENTRA PREFERRED SYSTEMS, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: X. Xxxx XX Executive Vice President, Chief Financial Officer General Counsel and Corporate Secretary TRANSDIGM GROUP INCORPORATED CONCENTRA INTEGRATED SERVICES, INC. By: /s/ Xxxxxxx Xxxxx NameX. Xxxx XX Executive Vice President and Clerk CONCENTRA MANAGED CARE BUSINESS TRUST CONCENTRA PREFERRED BUSINESS TRUST FOCUS HEALTHCARE BUSINESS TRUST By: Xxxxxx X. Xxxxxx Trustee CONCENTRA MANAGEMENT SERVICES, INC. FIRST NOTICE SYSTEMS, INC. FOCUS HEALTHCARE MANAGEMENT, INC. METRACOMP INC. NHR WASHINGTON, INC. CONCENTRA LABORATORY, L.L.C. By: Xxxxxxx Xxxxx TitleX. Xxxx XX Vice President and Corporate Secretary CRA MANAGED CARE OF WASHINGTON, INC. CRA-MCO, INC. By: Xxxxxxx X. Xxxx XX Executive Vice President and Corporate Secretary HEALTHNETWORK SYSTEMS LLC MEDICAL NETWORK SYSTEMS LLC By: Xxxxxxx X. Xxxx XX Vice President, General Counsel and Corporate Secretary NATIONAL HEALTHCARE RESOURCES, INC. By: Xxxxxxx X. Xxxx XX Senior Vice President and Corporate Secretary OCCUCENTERS I, L.P. By: Its general partner CONCENTRA HEALTH SERVICES, INC. By: Xxxxxxx X. Xxxx XX Executive Vice President, Chief Financial Officer General Counsel and Corporate Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE OCI HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Xxxx Xxxxxxxx Corporate Secretary and Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxxxxx Xxxxx by Name: Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Director Citigroup Global Markets Inc. by Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: Commercial Vehicle Group, Inc., by /s/ Xxxxxxx Cxxx X. Xxxxx Name: Xxxxxxx Cxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: Trim Systems, Inc. Trim Systems Operating Corp. National Seating Company CVS Holdings, Inc. Sxxxxxx Devices, Inc. CVG Management Corporation CVG Logistics LLC, By /s/ Xxxxxxx Cxxx X. Xxxxx Name: Xxxxxxx Cxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEMayflower Vehicle Systems, INC. XXXXX RITE AEROSPACELLC, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Cxxx X. Xxxxx Name: Xxxxxxx Cxxx X. Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Monona Corporation Monona Wire Corporation Monona (Mexico) Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: By /s/ Xxxxxxx Cxxx X. Xxxxx Name: Xxxxxxx Cxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer President and Assistant Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: By Credit Suisse First Boston LLC, By /s/ Xxxxxxxx Rxxxxx X. Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Rxxxxx X. Xxxxx Title: Managing Director For itself and Acting on behalf of itself and as the Representative of the several Initial Purchasers set forth in Schedule I hereto Trim Systems, Inc. Trim Systems Operating Corp. National Seating Company CVS Holdings, Inc. Sxxxxxx Devices, Inc. CVG Management Corporation CVG Logistics LLC Mayflower Vehicle Systems LLC Monona Corporation Monona Wire Corporation Monona (Mexico) Holdings LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ”. Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ”. Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ 200[l], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Company a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial Purchasers Company, the Guarantors and the Company Purchasers in accordance with its terms. Very truly yours, TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace InvestmentsEXTANT COMPONENTS GROUP HOLDINGS, Inc.INC. EXTANT COMPONENTS GROUP INTERMEDIATE, its sole member INC. XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICESILC HOLDINGS, INC. KIRKHILL INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTSNORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TACTAIR FLUID CONTROLS, INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Treasurer BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSSYMETRICS INDUSTRIES, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSLLC By: Symetrics Technology Group, INC. LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS HARCOSEMCO LLC XXXXXXXXX LLC TELAIR US LLC TELAIR INTERNATIONAL LLC By: Xxxxxxxxx Holdings Telair US LLC, as its sole member WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Secretary Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chairman of the Board and President TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXX XXXXXXX & Co. CO. LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxxxx Xxxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.. • CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Xxxxxx Xxxxxxx & Co. LLC Credit Suisse Securities (USA) LLC KKR Capital Markets LLC Citigroup Global Markets Inc. Barclays Capital Inc. RBC Capital Markets LLC Crédit Agricole Securities (USA) Inc. Xxxxxxx Sachs & Co. LLC HSBC Securities (USA) Inc. 1. Acme Aerospace, Inc. Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yoursCVR REFINING, TRANSDIGM LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE FINANCE INC. By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED Treasurer WYNNEWOOD ENERGY COMPANY, LLC By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMSWYNNEWOOD REFINING COMPANY, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Secretary Treasurer COFFEYVILLE RESOURCES REFINING & MARKETING, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES CRUDE TRANSPORTATION, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES TERMINAL, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer COFFEYVILLE RESOURCES PIPELINE, LLC By: /s/ Xxxxx X. Xxxx Name: Xxxxx X. Xxxx Title: Chief Financial Officer and Treasurer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC Acting on behalf of themselves and as the Representatives of the Initial Purchasers By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Managing Director By: CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxx Xxxxx Name: Xxxxx Xxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Registered Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Registered Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Registered Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Registered Exchange Offer and (including, in the reasonable event of an underwritten offering under a Shelf Reigstration Statement, the expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM CATALENT PHARMA SOLUTIONS, INC. By: By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED ByGUARANTORS: CATALENT PHARMA SOLUTIONS, LLC CATALENT USA PACKAGING, LLC CATALENT USA WOODSTOCK, INC. CATALENT CTS HOLDINGS, INC. CATALENT CTS INFORMATICS, INC. CATALENT CTS INTERMEDIATE HOLDINGS, INC. CATALENT CTS, INC. CATALENT CTS (KANSAS CITY), LLC By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer CATALENT US HOLDING I, LLC CATALENT US HOLDING II, LLC By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Vice President and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION Chief Financial Officer of the Sole Member X.X. XXXXXXX TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX GLACIER CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: By /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx Acting on behalf of themselves and as the Representatives of the several Initial Purchasers XXXXXX XXXXXXX & Co. CO. LLC By: By /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC ByDEUTSCHE BANK SECURITIES INC. By /s/ Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Director /s/ Xxxxx Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Director XXXXXXX, SACHS & CO. By /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President XXXXXXXXX & COMPANY, INC. By /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxx Xxxxxxxxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto X.X. XXXXXX SECURITIES LLC By /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Vice President Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by By acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittaldocuments. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. PSS World Medical, Inc. By: /s/ Xxxxxxx Xxxxx Jxxxxx X. XxXxxxxxx Name: Xxxxxxx Xxxxx Jxxxxx X. XxXxxxxxx Title: Executive Vice President, Chief Financial Officer General Counsel and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE DS HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEGULF SOUTH MEDICAL SUPPLY, INC. AMSAFE COMMERCIAL PRODUCTSLINEAR HOLDINGS, LLC PHYSICIAN SALES & SERVICE, INC. AMSAFE GLOBAL HOLDINGSPSS HOLDING, INC. AMSAFEPSS SERVICE, INC. AMSAFE INDUSTRIESTHERATECH, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGSTHRIFTYMED, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE WORLDMED SHARED SERVICES, INC. MARATHONNORCO AEROSPACEPROCLAIM, INC. XXXXXXXXX AEROSPACE DECASCADE MEDICAL SUPPLY, INC. XXXXXXXXX AEROSPACE HOLDINGSANCILLARY MANAGEMENT SOLUTIONS, INC. XXXXXXXXX AEROSPACE INVESTMENTSDSRX, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES DISPENSING SOLUTIONS ACQUISITION CORP. SEMCO INSTRUMENTSDISPENSING SOLUTIONS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSPOC MANAGEMENT GROUP, INC. TRANSICOIL LLC By: Aviation TechnologiesSTAT RX USA, Inc.LLC LINEAR MEDICAL SOLUTIONS, its sole member LLC CLAIMONE, LLC BOTTOMLINE MEDICAL SOLUTIONS, LLC SCRIP PAK, LLC PHYSICIAN SALES & SERVICE LIMITED PARTNERSHIP, as Guarantors By: /s/ Xxxxxxx Xxxxx Jxxxxx X. XxXxxxxxx Name: Xxxxxxx Xxxxx Jxxxxx X. XxXxxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer General Counsel and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx Acting on behalf of themselves and the other several Initial Purchasers Credit Suisse Securities (USA) LLC Mxxxxxx Lynch, Pierce, Fxxxxx & Co. LLC BySxxxx Incorporated by: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Cxxxx Xxxxxxxx Name: Xxxxx Xxxxx Cxxxx Xxxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto by: Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated By: /s/ Sxxxxx Xxxxxx Name: Sxxxxx Xxxxxx Title: Director ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Director TRANSDIGM INC. By: /s/ Xxxxx X. Xxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxx Xxxxx Title: Title Executive Vice President, President and Interim Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxx X. Xxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxx Xxxxx Title: Title Executive Vice President, President and Interim Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace InvestmentsUS LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICESILC HOLDINGS, INC. XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member KIRKHILL INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXXX INTERNATIONAL SALES NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. XXXXXX AEROSPACE INC. TACTAIR FLUID CONTROLS, INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member YOUNG & FRANKLIN INC. By: /s/ Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxxx X. Xxxxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS INTERIORS IN FLIGHT LLC XXXXXXXXX LLC TELAIR US LLC TELAIR INTERNATIONAL LLC By: Xxxxxxxxx Holdings Telair US LLC, as its sole member WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxx X. Xxxxxxx Xxxxx Name: Xxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Interim Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chairman of the Board and Secretary Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxxxx X. Xxxxxxxx Name: Xxxxxxxx X. Xxxxxxxx Title: Chairman of the Board and President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities Managing Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director Head of Global Leveraged Finance For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Citigroup Global Markets Inc. Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC Barclays Capital Inc. X.X. Xxxxxx Securities LLC KKR Capital Markets LLC Credit Agricole Securities (USA) Inc. Xxxxxxx Xxxxx & Co. LLC HSBC Securities (USA) Inc. PNC Capital Markets LLC 1. Acme Aerospace, Inc. Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORPLLC By: Xxxxxxxxx Holdings LLC, its sole member SHIELD RESTRAINT SYSTEMS, INC. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary Chief Executive Officer AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX TELAIR INTERNATIONAL LLC By: Xxxxxxxxx Holdings LLC, its sole member TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Senior Executive Vice PresidentPresident AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AVIONICS SPECIALTIES, Chief Financial Officer INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: President BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President and Secretary Treasurer XXXXX AEROSPACE, INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Chairman of the Board The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxx Xxxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities Director CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.. ¨ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. 1. Acme Aerospace, Inc. Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM SPECTRUM BRANDS, INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Executive Senior Vice President, Chief Financial Officer Secretary and General Counsel GUARANTORS: SB/RH HOLDINGS, LLC APPLICA MEXICO HOLDINGS, INC. LIQUID FENCE CO., INC. NATIONAL MANUFACTURING MEXICO A, LLC NATIONAL MANUFACTURING MEXICO B, LLC ROV HOLDING, INC. ROV INTERNATIONAL HOLDINGS, LLC SALIX ANIMAL HEALTH, LLC XXXXXXX COMPANY UNITED INDUSTRIES CORPORATION By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President, Vice President, Secretary, Corporate Secretary, Assistant Secretary TRANSDIGM GROUP INCORPORATED and/or General Counsel TELL DOORS & WINDOWS, LLC TELL MANUFACTURING, INC. TELL SOURCING, INC. XXX XXXX US IMPORTS, LLC NATIONAL OPENINGS, LLC By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxxxx, Xx. Name: Xxxxxxx Xxxxx X. Xxxxxxxxxx, Xx. Title: Chief Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Van Der Voort Name: Xxxxx Xxxxx Van Der Voort Title: Managing Director For itself Acting on its own behalf and on behalf as a representative of the several Initial Purchasers set forth in Schedule I hereto DEUTSCHE BANK SECURITIES INC. By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Director By: /s/ Celine Catherin Name: Celine Catherin Title: Director Acting on its own behalf and as a representative of the several Initial Purchasers XXXXXXXXX LLC By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Managing Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) prospectus.1 The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) . 1 In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among between the several Initial Purchasers Purchaser and the Company and the Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. WCA Waste Corporation By: /s/ Xxxxxxx Xxxxx Jxxxxx X. Xxxxxxx, Xx. Name: Xxxxxxx Xxxxx Jxxxxx X. Xxxxxxx, Xx. Title: Executive Vice PresidentPresident Xxxxx Xxxxx Xxxxxxxx, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice PresidentLLC Material Recovery, Chief Financial Officer and Secretary ACME AEROSPACELLC Material Reclamation, INC. XXXXX RITE AEROSPACELLC Texas Environmental Waste Services, INC. AEROCONTROLEX GROUPLLC Transit Waste, INC. AIRBORNE ACQUISITIONLLC Translift, INC AIRBORNE GLOBALInc. Waste Corporation of Arkansas, INC. AIRBORNE HOLDINGSInc. Waste Corporation of Kansas, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEInc. Waste Corporation of Missouri, INC. AMSAFE COMMERCIAL PRODUCTSInc. Waste Corporation of Tennessee, INC. AMSAFE GLOBAL HOLDINGSInc. Waste Corporation of Texas, INC. AMSAFEL.P., INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investmentsby WCA Texas Management General, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICESgeneral partner WCA Capital, INC. MARATHONNORCO AEROSPACEInc. WCA Holdings Corporation WCA Management Company, INC. XXXXXXXXX AEROSPACE DELP, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DEby WCA Management General, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSgeneral partner WCA Management General, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSInc. WCA of Alabama, INC. TRANSICOIL LLC By: Aviation TechnologiesL.L.C. WCA of Central Florida, Inc.Inc. WCA of Florida, its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESInc. WCA of High Point, LLC CHAMPION AEROSPACE WCA of North Carolina, LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCWCA Shiloh Landfill, its sole member WHIPPANY ACTUATION SYSTEMSL.L.C. WCA Texas Management General, Inc. WCA Waste Systems, Inc. WCA Wake Transfer Station, LLC By: TransDigm Inc./s/ Jxxxxx X. Xxxxxxx, its sole member Xx. Name: Jxxxxx X. Xxxxxxx, Xx. Title: Vice President of each of the foregoing entities WCA Management Limited, Inc. By: /s/ Xxxxxxx Xxxxx Jxxx Xxxxxx Name: Xxxxxxx Xxxxx Jxxx Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Txx Xxxxxxxx Name: Xxxxx Xxxxx Txx Xxxxxxxx Title: Managing Director For itself and on behalf Director (1) WCA Holdings Corporation; (2) WCA Waste Systems, Inc.; (3) WCA of the several Initial Purchasers set forth in Schedule I hereto Alabama, L.L.C.; (4) WCA Shiloh Landfill, L.L.C.; (5) Waste Corporation of Tennessee, Inc.; (6) WCA of Florida, Inc.; (7) WCA of Central Florida, Inc.; (8) Waste of Corporation of Missouri, Inc.; (9) Eagle Ridge Landfill, LLC; (10) WCA Texas Management General, Inc.; (11) WCA Management Limited, Inc.; (12) Waste Corporation of Texas, L.P.; (13) Texas Environmental Waste Services, LLC; (14) WCA Management General, Inc.; (15) WCA Management Company, L.P.; (16) WCA of North Carolina LLC; (17) Material Recovery, LLC; (18) WCA Wake Transfer Station, LLC; (19) WCA of High Point, LLC; (20) Material Reclamation, LLC; (21) WCA Capital, Inc.; (22) Waste Corporation of Arkansas, Inc.; (23) Translift, Inc.; (24) Waste Corporation of Kansas, Inc.; and (25) Transit Waste, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has and the Guarantors have agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has and the Guarantors have agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]200 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company and the Guarantors will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date Date, the Company and the Guarantors will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has and the Guarantors have agreed to pay all of its reasonable expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM CHESAPEAKE ENERGY CORPORATION By: /s/ Martha A. Burger --------------------------------------- Name: Martha A. Burger Title: Seniox Xxxx Xxxxxxxxx SUBSIDIARY GUARANTORS: THE AMES COMPANY, INC. CHESAPEAKE ACXXXXITION CORPORATION CHESAPEAKE ROYALTY COMPANY NOMAC DRILLING CORPORATION CHESAPEAKE ENERGY LOUISIANA CORPORATION CHESAPEAKE OPERATING, INC. CHESAPEAKE MOUNTAIN FRONT CORP. GOTHIC ENERGY CORPORATION GOTHIC PRODUCTION CORPORATION CARMEN ACQUISITION CORP. SAP ACQXXXXXXON CORP. CHESAPEAKE KNAN ACQUISITION CORPORATION CHESAPEAKE ENO ACQUISITION CORP. CHESAPEAKE BETA CORP. CHESAPEAKE DELTA CORP. CHESAPEAKE FOCUS CORP. By: /s/ Xxxxxxx Xxxxx Martha A. Burger --------------------------------------- Name: Xxxxxxx Xxxxx Martha A. Burger Title: Executive Vice PresidentXxxxxxxxx CHESAPEAKE EXPLORATION LIMITED PARTNERSHIP CHESAPEAKE LOUISIANA, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED L.P. CHESAPEAKE PANHANDLE LIMITED PARTNERSHIP CHESAPEAKE-STAGHORN ACQUISITION L.P. CHESAPEAKE SIGMA, L.P. By Chesapeake Operating, Inc., as general partner of each respective entity By: /s/ Xxxxxxx Xxxxx Martha A. Burger -------------------------------------- Name: Xxxxxxx Xxxxx Martha A. Burger Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC SALOMON SMITH BARNEY INC. By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Steve Cunningham -------------------------------------- Name: Xxxxx Xxxxx Xxxxxxxxxm Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1" ANNEX C PLAN OF DISTRIBUTION (1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM SBARRO, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED COREST MANAGEMENT, INC. DEMEFAC LEASING CORP. LARKFIELD EQUIPMENT CORP. MELVILLE ADVERTISING AGENCY INC. SBARRO AMERICA, INC. SBARRO AMERICA PROPERTIES, INC. SBARRO COMMACK, INC. SBARRO NEW HYDE PARK, INC. SBARRO OF LAS VEGAS, INC. SBARRO OF VIRGINIA, INC. SBARRO PENNSYLVANIA, INC. SBARRO PROPERTIES, INC. SBARRO VENTURE, INC. SBARRO OF TEXAS, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary ACME AEROSPACESBARRO EXPRESS LLC CARMELA’S, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace InvestmentsSbarro, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC ByInc. Its: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member Sole Member of each company listed above By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Title: Vice President and Chief Financial Officer SBARRO BLUE XXXX EXPRESS LLC By: Sbarro Express LLC. Its: Sole Member By: Sbarro, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxx Title: Treasurer Vice President and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESChief Financial Officer XXXXXXX XXXXXXXXXX, LLC CHAMPION AEROSPACE XXXXXXX DEER PARK, LLC HARCO XXXXXXX HAUPPAGE, LLC XXXXXXXXX HOLDINGS XXXXXXX HICKSVILLE, LLC XXXXXXXXX XXXXXXX SYOSSET, LLC By: Xxxxxxxxx Holdings LLCXXXXXXX AT ORLAND, its sole member WHIPPANY ACTUATION SYSTEMSLLC XXXXXXX AT THE SOURCE, LLC XXXXXXX XXXXX PLAINS, LLC MAMA SBARRO’S OF EAST MEADOW, LLC By: TransDigm Inc.Sbarro New Hyde Park, its sole member Inc. Its: Sole Member of each company listed above By: /s/ Xxxxxxx Xxxxx X. Xxxxxxx Name: Xxxxxxx Xxxxx Title: Executive X. Xxxxxxx Vice President, President and Chief Financial Officer SBARRO OF LONGWOOD, LLC CARMELA’S OF XXXXXXX LLC CARMELA’S OF OCOEE, LLC By: Carmela’s, LLC Its: Sole Member of Each Company listed above By: Sbarro, Inc. Its: Sole Member By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President and Secretary Chief Financial Officer The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. CREDIT SUISSE SECURITIES (USA) LLC ByBANC OF AMERICA SECURITIES LLCS by: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20200[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. Very truly yoursWendy’s/Arby’s Restaurants, TRANSDIGM LLC By: /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Senior Vice President and Chief Financial Officer WENDY’S INTERNATIONAL, INC. THE NEW BAKERY COMPANY OF OHIO, INC. WENDY’S OF DENVER, INC. WENDY’S OF N.E. FLORIDA, INC. WENDY’S OLD FASHIONED HAMBURGERS OF NEW YORK, INC. By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Executive Senior Vice President and Chief Financial Officer BDJ 71112, LLC By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: Senior Vice President, Chief Financial Officer General Counsel and Secretary TRANSDIGM GROUP INCORPORATED ARBY’S RESTAURANT HOLDINGS, LLC TRIARC RESTAURANT HOLDINGS, LLC ARBY’S RESTAURANT GROUP, INC. ARBY’S RESTAURANT, LLC ARBY’S, LLC WENDY’S/ARBY’S SUPPORT CENTER, LLC ARG SERVICES, INC. SYBRA, LLC ARBY’S IP HOLDER TRUST RTM ACQUISITION COMPANY, LLC RTM, LLC RTM PARTNERS, LLC RTM OPERATING COMPANY, LLC RTM DEVELOPMENT COMPANY, LLC RTMSC, LLC RTM GEORGIA, LLC RTM ALABAMA, LLC RTM WEST, LLC RTM SEA-TAC, LLC RTM INDIANAPOLIS, LLC FRANCHISE ASSOCIATES, LLC RTM SAVANNAH, LLC RTM GULF COAST, LLC RTM PORTLAND, LLC RTM MID-AMERICA, LLC ARG RESOURCES, LLC By: /s/ Xxxxxxx Xxxxx X. Xxxx Name: Xxxxxxx Xxxxx X. Xxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxxxx Xxxxx Name: Xxxxx Xxxxxxx Xxxxx Title: Managing Director For itself and Banc of America Securities LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Citigroup Global Markets Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Acting on behalf of themselves and as the several Representatives of the Several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” " ANNEX C Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “"underwriter” " within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.. _______________________________ (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ACCURIDE CORPORATION By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President / General Counsel GUARANTORS ACCURIDE CUYAHOGA FALLS, INC. ACCURIDE XXXXXXXXX LIMITED LIABILITY COMPANY ACCURIDE DISTRIBUTING, LLC ACCURIDE EMI, LLC AOT INC. XXXXXXX HOLDINGS, INC. XXXXXXX SEATING, INC. XXXXXXX SPECIALTY SEATING, INC. BRILLION IRON WORKS, INC. ERIE LAND HOLDING, INC. FABCO AUTOMOTIVE CORPORATION GUNITE CORPORATION IMPERIAL GROUP HOLDING CORP. — 1 IMPERIAL GROUP HOLDING CORP. — 2 JAII MANAGEMENT COMPANY TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. TRUCK COMPONENTS INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice PresidentSecretary AKW GENERAL PARTNER L.L.C. By: Accuride Corporation, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED as Sole Member By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT President / General Counsel ACCURIDE ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC L.P. By: XxXxxxxxx Aerospace InvestmentsAKW General Partner L.L.C., Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC as General Partner By: XxXxxxxxx Aerospace DEAccuride Corporation, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member as Sole Member By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESVice President / General Counsel IMPERIAL GROUP, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC L.P. By: Xxxxxxxxx Holdings LLCImperial Group Holding Corp. — 1, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member General Partner By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director For itself and Acting on behalf of themselves and as the Representative of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ [·], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than Tontine and any investment funds under common management with Tontine and subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among Tontine, the several Initial Purchasers Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. NEENAH FOUNDRY COMPANY By: /s/ Xxxxxxx Xxxxx Gxxx X. LaChey Name: Xxxxxxx Xxxxx Gxxx X. LaChey Title: Executive Corporate Vice President, President — Finance and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL ADVANCED CAST PRODUCTS, INC. AMSAFE GLOBAL HOLDINGSDXXXXX CORPORATION DXXXXX CORPORATION, WARSAW MANUFACTURING FACILITY DXXXXX CORPORATION, STRYKER MACHINING FACILITY CO. DXXXXX CORPORATION, ASHLAND MANUFACTURING FACILITY DXXXXX CORPORATION, KENDALLVILLE MANUFACTURING FACILITY DXXXXX FOUNDRY, INC. AMSAFE, INC. AMSAFE GXXXX INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS MXXXXX FORGE CORPORATION A&M SPECIALTIES, INC. AVTECHTYEENEENAH TRANSPORT, INC. BRIDPORT-AIR CARRIERCAST ALLOYS, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX BXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member PEERLESS CORPORATION Acting on behalf of each of the Guarantors By: /s/ Xxxxxxx Xxxxx Gxxx X. LaChey Name: Xxxxxxx Xxxxx Gxxx X. LaChey Title: Treasurer Corporate Vice President — Finance and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC Tontine Capital Partners, L.P. By: /s/ Xxxxxxxx Xxxxx Jxxxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxx Jxxxxxx X. Xxxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM VISTA OUTDOOR INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM BOLLÉ AMERICA, INC. BOLLÉ INC. BUSHNELL GROUP INCORPORATED HOLDINGS, INC. BUSHNELL HOLDINGS, INC. BUSHNELL INC. CALIBER COMPANY CAMELBAK ACQUISITION CORP. CAMELBAK PRODUCTS, LLC DOUBLE BULL ARCHERY, INC. EAGLE INDUSTRIES UNLIMITED, INC. EAGLE MAYAGUEZ, LLC EAGLE NEW BEDFORD, INC. FEDERAL CARTRIDGE COMPANY GOLD TIP, LLC XXXXX STYKS, LLC MICHAELS OF OREGON CO. MIKE’S HOLDING COMPANY XXXXXXX INDUSTRIES NIGHT OPTICS USA, INC. OLD WSR, INC. OPT HOLDINGS, INC. PRIMOS, INC. SAVAGE ARMS, INC. SAVAGE RANGE SYSTEMS, INC. SAVAGE SPORTS CORPORATION SAVAGE SPORTS HOLDINGS, INC. SERENGETI EYEWEAR, INC. STONEY POINT PRODUCTS INC. TASCO HOLDINGS, INC. TASCO OPTICS CORPORATION VISTA COMMERCIAL AMMUNITION COMPANY INC. VISTA COMMERCIAL AMMUNITION HOLDINGS COMPANY INC. VISTA OUTDOOR OPERATIONS LLC VISTA OUTDOOR SALES LLC By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxxx XxxXxxxx Name: Xxxxxxxx Xxxxx Xxxxxxx XxxXxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and Acting on behalf of the several itself in its capacity as Initial Purchasers set forth in Schedule I hereto Purchaser. Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]] , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer broker‑dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your the Purchasers’ understanding of our agreement, please kindly sign and return to us one of the Company a counterpart counterparts hereof, whereupon this instrument, along with all counterparts, it will become a binding agreement among between the several Initial Purchasers Company, the Closing Guarantors and the Company Purchasers in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxx Xxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE ANGUS ELECTRONICS CO. ARKWIN INDUSTRIES, INC. AP GLOBAL ACQUISITION CORPARMTEC COUNTERMEASURES CO. AP GLOBAL HOLDINGS, INCARMTEC COUNTERMEASURES TNO CO. ARKWIN INDUSTRIESARMTEC DEFENSE PRODUCTS CO. AUXITROL WESTON USA, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BETA TRANSFORMER TECHNOLOGY CORPORATION BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATIONXXXXX AEROSPACE INC. DATA DEVICE CORPORATION XXXXX AEROSPACE, INC. BRIDPORT ESTERLINE INTERNATIONAL COMPANY XXXXXXXXX TECHNOLOGIES CORPORATION EXTANT COMPONENTS GROUP HOLDINGS, INC. EXTANT COMPONENTS GROUP INTERMEDIATE, INC. XXXXXXXX CORPORATION HYTEK FINISHES CO. ILC HOLDINGS, INC. XXXXX AEROSPACE CORPORATION KIRKHILL INC. XXXXX INDUSTRIES, INCKORRY ELECTRONICS CO. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX HOLDING CORPORATION MALAYSIAN AEROSPACE SERVICESXXXXX INTERNATIONAL CORPORATION XXXXX TECHNOLOGY GROUP, INC. MARATHONNORCO AEROSPACE, INC. XXXXX ELECTRIC CO. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTSNMC GROUP, INC. NORTH HILLS SIGNAL PROCESSING CORP. NORTH HILLS SIGNAL PROCESSING OVERSEAS CORP. NORWICH AERO PRODUCTS INC. PALOMAR PRODUCTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. RACAL ACOUSTICS, INC. SEMCO INSTRUMENTS, INC. SHIELD RESTRAINT SYSTEMS, INC. SKANDIA, INC. XXXXXX AEROSPACE INC. TA AEROSPACE CO. TACTAIR FLUID CONTROLS, INC. TDG ESL HOLDINGS INC. TEAC AEROSPACE HOLDINGS, INC. TEAC AEROSPACE TECHNOLOGIES, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Treasurer 00000 XXXXXXXXX XXXX LLC By: Xxxxxxxxx Technologies Corporation, as its sole member BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, as its sole member CMC ELECTRONICS AURORA LLC By: Xxxxxxxxx Technologies Corporation, as its sole member ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace US LLC, as its sole member By: XxXxxxxxx Aerospace DE, Inc., as its sole member ESTERLINE EUROPE COMPANY LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXXXX TECHNOLOGIES SGIP, LLC By: Xxxxxxxxx Technologies Corporation, as its sole member XXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., as its sole member XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., as its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTSSCIOTEQ LLC By: TREALITY SVS LLC, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICSas its sole member By: Esterline Europe Company LLC, INC. as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member SYMETRICS INDUSTRIES, LLC By: Symetrics Technology Group, LLC, as its sole member By: Extant Components Group Intermediate, Inc., as its sole member SYMETRICS TECHNOLOGY GROUP, LLC By: Extant Components Group Intermediate, Inc., as its sole member TREALITY SVS LLC By: Esterline Europe Company LLC, as its sole member By: Xxxxxxxxx Technologies Corporation, as its sole member TRANSICOIL LLC By: Aviation Technologies, Inc., as its sole member By: /s/ Xxxxxxx Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO HARCOSEMCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX NORDISK AVIATION PRODUCTS LLC By: Xxxxxxxxx Holdings Telair US LLC, as its sole member XXXXXXXXX LLC TELAIR US LLC WHIPPANY ACTUATION SYSTEMS, LLC Each By: TransDigm Inc., as its sole member By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chief Financial Officer AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Chairman of the Board and Chief Executive Officer BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxx Xxxxx Name: Xxxxxxx Xxxx Xxxxx Title: Executive Vice President, Chief Financial Officer Chairman of the Board and Secretary President TRANSDIGM UK HOLDINGS PLC By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx XXXXXXX SACHS & Co. CO. LLC By: /s/ Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.. ☐ CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. Xxxxxxx Xxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Credit Suisse Securities (USA) LLC KKR Capital Markets LLC RBC Capital Markets, LLC Barclays Capital Inc. Credit Agricole Securities (USA) Inc. HSBC Securities (USA) Inc. PNC Capital Markets LLC 1. TransDigm UK Holdings plc England and Wales 2. Acme Aerospace, Inc. Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company us a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICESXXXXXXX LIVERPOOL LLC By: Young & Franklin Inc., INC. its sole member MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DEINVESTMENTS, INC. PEXCO AEROSPACE, INC. PNEUDRAULICS, INC. SHIELD RESTRAINT SYSTEMS, INC. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TACTAIR FLUID CONTROLS, INC. TEXAS ROTRONICS, INC. YOUNG & FRANKLIN INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Chief Executive Officer AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC. AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AVIATION TECHNOLOGIES, INC. BRIDPORT HOLDINGS, INC. BRIDPORT-AIR CARRIER, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTSDE, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Treasurer President and Secretary Chief Executive Officer AEROSONIC LLC AVIONIC INSTRUMENTS LLC BREEZE-EASTERN LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX TELAIR US LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member TELAIR INTERNATIONAL LLC By: Telair US LLC, its sole member By: /s/ Xxxxxxxx X. Xxxxxxx Xxxxx Name: Xxxxxxxx X. Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AVIONICS SPECIALTIES, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: President BRIDPORT ERIE AVIATION, INC. By: /s/ Xxxxxxxx X. Xxxxxxx Name: Xxxxxxxx X. Xxxxxxx Title: Vice President and Treasurer AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Treasurer BETA TRANSFORMER TECHNOLOGY CORPORATION BETA TRANSFORMER TECHNOLOGY LLC By: Beta Transformer Technology Corporation, its sole member DATA DEVICE CORPORATION ILC HOLDINGS, INC. ILC INDUSTRIES, LLC By: ILC Holdings, Inc., its sole member By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxxx X.Xxxxxxx Title: Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx X. Xxxxxx Name: Xxxxxxxx X. Xxxxxx Title: Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory UBS SECURITIES LLC By: /s/ Xxxx Stroll Name: Xxxx Stroll Title: Executive Director By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” ANNEX B to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” ANNEX C to the Registration Rights Agreement Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.() The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer broker‑dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e502(b) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.. ANNEX D to the Registration Rights Agreement  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: Address: If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Securities. If the undersigned is a broker-dealer that will receive Exchange Securities for its own account in exchange for Initial Securities that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Securities; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. SCHEDULE I to the Registration Rights Agreement Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. Mxxxxx Sxxxxxx & Co. LLC UBS Securities LLC SCHEDULE II to the Registration Rights Agreement 1. Acme Aerospace, Inc. Delaware

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the Company in accordance with its terms. Very truly yours, TRANSDIGM INC. TransDigm Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED TransDigm Group Incorporated By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACEAvionic Instruments LLC Xxxxxx Aerospace Inc. AeroControlex Group, INC. XXXXX RITE AEROSPACEInc. Champion Aerospace LLC MarathonNorco Aerospace, INC. AEROCONTROLEX GROUPInc. Aviation Technologies, INC. AIRBORNE ACQUISITIONInc. Xxxxx Rite Aerospace, INC AIRBORNE GLOBALInc. AvtechTyee, INC. AIRBORNE HOLDINGSInc. Transicoil LLC CDA InterCorp LLC Malaysian Aerospace Services, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEInc. Xxxxx Aerospace Inc. Xxxxx Industries, INC. AMSAFE COMMERCIAL PRODUCTSInc. Semco Instruments, INC. AMSAFE GLOBAL HOLDINGSInc. Xxxxx Aerospace, INC. AMSAFEInc. CEF Industries, INC. AMSAFE INDUSTRIESLLC Acme Aerospace, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGSInc. XxXxxxxxx Aerospace Holdings, INC. ARKWIN INDUSTRIESInc. XxXxxxxxx Aerospace DE, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES Inc. XxXxxxxxx Aerospace US LLC By: XxXxxxxxx Aerospace Investments, Inc.Inc. Xxxxxxxx Corporation Western Sky Industries, its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICESLLC Texas Rotronics, INC. MARATHONNORCO AEROSPACEInc. Xxxxxxxxx Holdings LLC Xxxxxxxxx International Sales Corp. Xxxxxxxxx LLC Harco Laboratories, INC. XXXXXXXXX AEROSPACE DEIncorporated AmSafe Global Holdings, INC. XXXXXXXXX AEROSPACE HOLDINGSInc. AP Global Holdings, INC. XXXXXXXXX AEROSPACE INVESTMENTSInc. AP Global Acquisition Corp. AmSafe Industries, INC. XXXXXXXXX AEROSPACE US Inc. Bridport Holdings, Inc. AmSafe, Inc. AmSafe Aviation, Inc. AmSafe Commercial Products, Inc. Bridport-Air Carrier, Inc. Bridport Erie Aviation, Inc. AmSafe – C Safe, Inc. Aero-Instruments Co., LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary and Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. UBS Securities LLC By: /s/ Xxxxxxxx Xxxxx Xxxx Xxxxxx Name: Xxxxxxxx Xxxxx Xxxx Xxxxxx Title: Authorized Signatory Managing Director By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers and the, the Company Issuer and the Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. Xxxxxxxx Incorporated By: /s/ Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Title: Executive Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED Ducommun AeroStructures, Inc. Ducommun AeroStructures Mexico, LLC Ducommun AeroStructures New York, Inc. Composite Structures, LLC Ducommun Technologies, Inc. XxXxxxx Electronics, Inc. XxXxxxx/STC, Inc. XxXxxxx Acquisition Company, Inc. Ducommun XxXxxxx Technologies, Inc. CMP Display Systems, Inc. Miltec Corporation By: /s/ Xxxxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxx Xxxxxxx Name: Xxxxx Xxxxx Xxx Xxxxxxx Title: Vice President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. UBS SECURITIES LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto By: /s/ Xxxxxxx X. Xxx Name: Xxxxxxx X. Xxx Title: Director Ducommun AeroStructures, Inc. Ducommun AeroStructures Mexico, LLC Ducommun AeroStructures New York, Inc. Composite Structures, LLC Xxxxxxxx Technologies, Inc. XxXxxxx Electronics, Inc. XxXxxxx/STC, Inc. XxXxxxx Acquisition Company, Inc. Ducommun XxXxxxx Technologies, Inc. CMP Display Systems, Inc Miltec Corporation Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after following the Expiration Dateeffective date of the Exchange Offer Registration Statement (or shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus), it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM CST BRANDS, INC. By: /s/ Xxxxxxx Xxxxx Name: X. Xxxxxxxxx Xxxxxxx Xxxxx Title: Executive X. Xxxxxxxxx Senior Vice President, President and Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED CST DIAMOND, L.P. By: Emerald Marketing, Inc., its General Partner By: /s/ Xxxxxxx Xxxxx Name: X. Xxxxxxxxx Xxxxxxx Xxxxx Title: Executive X. Xxxxxxxxx Senior Vice President, President and Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE CST SECURITY SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: X. Xxxxxxxxx Xxxxxxx Xxxxx Title: X. Xxxxxxxxx Senior Vice President and Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIESAUTOTRONIC SYSTEMS, INC. BIG DIAMOND, LLC CHAMPION AEROSPACE BIG DIAMOND NUMBER 1, LLC HARCO CST ARKANSAS STATIONS, LLC XXXXXXXXX HOLDINGS CST CALIFORNIA STATIONS, INC. CST MARKETING AND SUPPLY COMPANY CST SERVICES LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLCCST USA INC. DIAMOND SHAMROCK ARIZONA, its sole member WHIPPANY ACTUATION SYSTEMSINC. DIAMOND SHAMROCK STATIONS, INC. EMERALD MARKETING, INC. NATIONAL CONVENIENCE STORES INCORPORATED SIGMOR BEVERAGE, INC. SIGMOR COMPANY, LLC By: TransDigm Inc./s/ Xxxxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx Senior Vice President and Chief Financial Officer SIGMOR NUMBER 5, its sole member INC. SIGMOR NUMBER 43, INC. SIGMOR NUMBER 79, INC. SIGMOR NUMBER 80, INC. SIGMOR NUMBER 103, INC. SIGMOR NUMBER 105, INC. SIGMOR NUMBER 119, INC. SIGMOR NUMBER 178, INC. SIGMOR NUMBER 196, INC. SIGMOR NUMBER 238, INC. SIGMOR NUMBER 259, INC. SIGMOR NUMBER 422, INC. SKIPPER BEVERAGE COMPANY, LLC SUNSHINE BEVERAGE CO. TOC-DS COMPANY CST METRO LLC VALLEY SHAMROCK, INC. VRG DIAMOND HOLDINGS, LLC By: /s/ Xxxxxxx Xxxxx Name: X. Xxxxxxxxx Xxxxxxx Xxxxx Title: Executive X. Xxxxxxxxx Senior Vice President, President and Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. Acting on behalf of themselves and as the Representatives of the several Purchasers BY CREDIT SUISSE SECURITIES (USA) LLC Acting in its capacity as Original Purchaser, Representative and Purchaser By: /s/ Xxxxxxxx Xxx X. Xxxxx Name: Xxxxxxxx Xxx X. Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) Managing Director BY XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxx X. Xxxxxx, III Name: Xxxxx X. Xxxxxx, III Title: Managing Director BY X.X.XXXXXX SECURITIES LLC By: /s/ Xxxx X. Xxxxx Name: Xxxxx Xxxx X. Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto BY MITSUBISHI UFJ SECURITIES (USA), INC. By: /s/ Xxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxxxxxx Title: Managing Director BY RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxx Name: Xxxxx X. Xxxxx Title: Managing Director BY RBS SECURITIES INC. By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President • AUTOTRONIC SYSTEMS, INC. • BIG DIAMOND, LLC • BIG DIAMOND NUMBER 1, LLC • CST ARKANSAS STATIONS, LLC • CST CALIFORNIA STATIONS, INC. • CST DIAMOND, L.P. • CST MARKETING AND SUPPLY COMPANY • CST SECURITY SERVICES, INC. • CST SERVICES LLC • CST USA INC. • DIAMOND SHAMROCK ARIZONA, INC. • DIAMOND SHAMROCK STATIONS, INC. • EMERALD MARKETING, INC. • NATIONAL CONVENIENCE STORES INCORPORATED • SIGMOR BEVERAGE, INC. • SIGMOR COMPANY, LLC • SIGMOR NUMBER 5, INC. • SIGMOR NUMBER 43, INC. • SIGMOR NUMBER 79, INC. • SIGMOR NUMBER 80, INC. • SIGMOR NUMBER 103, INC. • SIGMOR NUMBER 105, INC. • SIGMOR NUMBER 119, INC. • SIGMOR NUMBER 178, INC. • SIGMOR NUMBER 196, INC. • SIGMOR NUMBER 238, INC. • SIGMOR NUMBER 259, INC. • SIGMOR NUMBER 422, INC. • SKIPPER BEVERAGE COMPANY, LLC • SUNSHINE BEVERAGE CO. • TOC-DS COMPANY • CST METRO LLC • VALLEY SHAMROCK, INC. • VRG DIAMOND HOLDINGS, LLC Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer, the Co-Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INCCLOUD PEAK ENERGY RESOURCES LLC By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: President & CEO CLOUD PEAK ENERGY FINANCE CORP. By: /s/ Xxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED CFO XXXXXXX MINING LLC XXXXXXX MINING HOLDINGS LLC CABALLO ROJO LLC CABALLO ROJO HOLDINGS LLC NERCO LLC NERCO COAL LLC ANTELOPE COAL LLC SPRING CREEK COAL LLC NERCO COAL SALES LLC PROSPECT LAND AND DEVELOPMENT LLC NORTHERN COAL TRANSPORTATION LLC KENNECOTT COAL SALES LLC RESOURCE DEVELOPMENT LLC WESTERN MINERALS LLC SEQUATCHIE VALLEY COAL CORPORATION CLOUD PEAK ENERGY SERVICES COMPANY By: /s/ Xxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary CFO The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx and as the Representatives of the several Purchasers XXXXXX XXXXXXX & Co. LLC CO. INCORPORATED By: /s/ Xxxxxxxx Xxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxx Xxxxxxxxx Title: Authorized Signatory Credit Suisse Securities Vice President CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxxx Xxxxxxx Name: Xxxxx Xxxxx Xxxxxxx Xxxxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto RBC CAPITAL MARKETS CORPORATION By: /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Managing Director Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]20 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchaser, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM ROTECH HEALTHCARE INC. By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Chief Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED EACH OF THE GUARANTORS LISTED ON SCHEDULE A HERETO By: /s/ Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Name: Xxxxxxx Xxxxx Xxxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary President The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities CREDIT SUISSE SECURITIES (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxx Xxxxxx Xxxxxxxx Title: Managing Director For itself A-1 Medical Equipment, Inc. Abba Medical Equipment, Inc. Acadia Home Care Allied Medical Supply, Inc. Always Medical Equipment, Inc. Xxxx Xxxx’x InHome Medical, Inc., West Xxxx Xxxx’x InHome Medical/InHome Medical Inc. Anniston Health & Sickroom Supplies, Inc. Berkeley Medical Equipment, Inc. Beta Medical Equipment, Inc. Cambria Medical Supply, Inc. Camden Medical Supply, Inc. Care Medical Supplies, Inc. Centennial Medical Equipment, Inc. Charlotte Medical Supply, Inc. Xxxxxxx Rentals, Inc. Community Home Oxygen, Inc. Contour Medical Supply, Inc. Xxxxxx Home Health Care, Inc. CPO 2, Inc. Cynthiana Home Medical Equipment, Inc. Xxxxxx Medical Systems, Inc. Distinct Home Health Care, Inc. Xxx Xxxx Respiratory Services, Inc. DuMEd, Inc. East Tennessee Infusion & Respiratory, Inc. Encore Home Health Care, Inc. Epsilon Home Health Care, Inc. Excel Medical of Fort Dodge, Inc. Excel Medical of Marshalltown, Inc. First Community Care of Niagara, Inc. Firstcare, Inc. Xxxxxxx Medical Equipment, Inc. Four Rivers Home Health Care, Inc. G&G Medical, Inc. Gate City Medical Equipment, Inc. Georgia Medical Resources, Inc. Gladwin Area Home Care, Inc. Xxxxxxxx Medical Equipment Service, Inc. Health Care Services of Mississippi, Incorporated Holland Medical Services, Inc. Home Care Oxygen Service, Inc. Home Medical Systems, Inc. IHS Acquisition XXVII, Inc. Integrated Health Services at Jefferson Hospital, Inc. Integrated of Garden Terrace, Inc. Intensive Home Care Services, Inc. IOTA Medical Equipment, Inc. LAMBDA Medical Equipment, Inc. LAMS, Inc. Xxxxxxxx Medical Equipment, Inc. Liberty Home Health Care, Inc. Xxxxxxx Medical, Inc. Major Medical Supply, Inc. Medco Professional Services, Corp. MedCorp International, Inc. Medic-Aire Medical Equipment, Inc. Medical Electro-Therapeutics, Inc. Medicare Rental Supply, Inc. Michigan Medical Supply, Inc. National Medical Equipment Centers, Inc. Xxxxxxx’x Home Medical Equipment, Inc. Nightingale Home Health Care, Inc. North Central Washington Respiratory Care Services, Inc. Northeast Medical Equipment, Inc. Northwest Home Medical, Inc. Omega Medical Equipment, Inc. OMICRON Medical Equipment, Inc. Oxygen of Oklahoma, Inc. Oxygen Plus Medical Equipment, Inc. Oxygen Plus, Inc. Oxygen Therapy Associates, Inc. Xxxxxxxx’x Home Care, Inc. PHI Medical Equipment, Inc. Pioneer Medical Services, Inc. Preferential Home Health Care, Inc. Premier Medical, Inc. Principal Medical Equipment, Inc. Professional Breathing Associates, Inc. Professional Respiratory Home Healthcare, Inc. PSI Health Care, Inc. Pulmo-Dose, Inc. Pulmonary Home Care, Inc. Quality Home Health Care, Inc. R.C.P.S., Inc. RCG Information Services Corporation RCI Medical Corp. Regency Medical Equipment, Inc. Resp-A-Care, Inc. Respiracare Medical Equipment, Inc. Respiratory Medical Equipment of Ga., Inc. Respitech Home Health Care, Inc. Responsive Home Health Care, Inc. Rhema, Inc. Xxxx Medical Group, Inc. RN Home Care Medical Equipment Company, Inc. Roswell Home Medical, Inc. Rotech Employee Benefits Corporation Rotech Home Medical Care, Inc. Rotech Oxygen and on behalf Medical Equipment, Inc. Xxxx Medical, Inc. Xxxxxxx’x Hospital Equipment, Inc. Xxxxxxx Convalescent Medical Supply, Inc. Select Home Health Care, Inc. SIGMA Medical Equipment, Inc. Southeastern Home Health, Inc. Stat Medical Equipment, Inc. Sun Medical Supply, Inc. Sunshine Home Health Care, Inc. The Xxxxxx Company Theta Home Health Care, Inc. Tupelo Home Health, Inc. Valley Medical Equipment, Inc. Value Care, Inc. VitalCare Health Services, Inc. VitalCare of the several Initial Purchasers set forth in Schedule I hereto Pennsylvania, Inc. VitalCare of Texas, Inc. White’s Medical Rentals, Inc. Wichita Medical Care, Inc. Zeta Home Health Care, Inc. Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 90 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ]201 , all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1prospectus.( 1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 90 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and (including the reasonable expenses of one counsel for the Holders of the Securities) other than commissions or concessions of any brokers or dealers and will indemnify the Holders of the Securities (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1( 1 ) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Company and the Company Guarantors in accordance with its terms. [Signature Pages Follow] Very truly yours, TRANSDIGM INC. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Executive Vice President, President & Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED DPS Holdings Inc.Xx Xxxxxx/Seven-Up Beverage Sales CompanyDr Pepper/Seven Up Manufacturing CompanyDr Pepper/Seven Up, Inc.High Ridge Investments US, Xxx.Xxxxxxxxxxxxx Investments Management LLCMotts’ General PartnershipMott’s LLPMSSI LLCNantucket Allserve, Inc.Nuthatch Trading US, Inc.Pacific Snapple Distributors, Inc.Royal Crown Company, Inc.Snapple Beverage Corp.The American Bottling Company184 Innovations, Inc. By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Title: Executive Vice President, President & Chief Financial Officer and Secretary ACME AEROSPACE, INC. XXXXX RITE AEROSPACE, INC. AEROCONTROLEX GROUP, INC. AIRBORNE ACQUISITION, INC AIRBORNE GLOBAL, INC. AIRBORNE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFE, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC By: /s/ Xxxxxxxx Xxxxx Name: Xxxxxxxx Xxxxx Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Xxxxxx Name: Xxxxx Xxxxx Xxxxxx Title: Managing Director President XXXXXX XXXXXXX & CO. LLC XXXXXXX SACHS & CO. LLC X.X. XXXXXX SECURITIES LLC For itself themselves and on behalf of the several Initial Purchasers set forth in Schedule I hereto XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Vice President Each broker-dealer that receives Exchange Securities Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities Notes received in exchange for Initial Securities Notes where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein)effective date of the Exchange Offer Registration Statement, it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities Notes for its own account in exchange for Initial Securities, where such Initial Securities Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange SecuritiesNotes. See “Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus.”

Securities Held by the Company. Whenever the consent or approval of Holders of a specified percentage of principal amount of Securities is required hereunder, Securities held by the Company or its affiliates (other than subsequent Holders of Securities if such subsequent Holders are deemed to be affiliates solely by reason of their holdings of such Securities) shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company Issuer a counterpart hereof, whereupon this instrument, along with all counterparts, will become a binding agreement among the several Initial Purchasers Purchasers, the Issuer and the Company Guarantors in accordance with its terms. Very truly yours, TRANSDIGM INC. By: FLOWSERVE CORPORATION by /s/ Xxxxxxx Xxxxx RENEX X. XXXXXXXXX ----------------------------------------- Name: Xxxxxxx Renex X. Xxxxxxxxx Title: Vice President and Chief Financial Officer FLOWSERVE FINANCE B.V. by /s/ JOHN X. XXXXX ------------------------------------------ Name: John X. Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary TRANSDIGM GROUP INCORPORATED By: Managing Director by /s/ Xxxxxxx Xxxxx M. KATHXXXX XXXXX ------------------------------------------ Name: Xxxxxxx Xxxxx M. Kathxxxx XxXxx Title: Executive Vice PresidentManaging Director FLOWSERVE RED CORPORATION, Chief Financial Officer and Secretary ACME AEROSPACEFLOWSERVE FSD CORPORATION, FLOWSERVE FCD CORPORATION, FLOWSERVE INTERNATIONAL, INC. XXXXX RITE AEROSPACE., FLOWSERVE MANAGEMENT COMPANY (DE BUSINESS TRUST), BW/IP-NEW MEXICO, INC. AEROCONTROLEX GROUP., FLOWSERVE INTERNATIONAL, LLC, DURAMETALLIC AUSTRALIA HOLDING COMPANY, FLOWSERVE INTERNATIONAL LIMITED, INNOVATIVE VALVE TECHNOLOGIES, INC. AIRBORNE ACQUISITION., INC AIRBORNE GLOBALPLANT MAINTENANCE, INC., VARCO VALVE, INC., COLONIAL EQUIPMENT & SERVICE CO., INC., CECORP, INC., DIVT ACQUISITION-DELAWARE, LLC, DIVT SUBSIDIARY, LLC, SOUTHERN VALVE SERVICE, INC., L.T. XXXXX XXXUSTRIES, INC., KOPPL COMPANY, KOPPL INDUSTRIAL SYSTEMS, INC., HARLEY INDUSTRIES, INC., KOPPL COMPANY OF ARIZONA, SEELXX & XONEX, XXCORPORATED, GSV, INC., IPSCO-FLORIDA, INC., INTERNATIONAL PIPING SERVICES COMPANY, CYPRESS INDUSTRIES, INC., DALCO, LLC, PLANT SPECIALTIES, INC., ENERGY MAINTENANCE, INC., PREVENTIVE MAINTENANCE, INC., PRODUCTION MACHINE INCORPORATED, ICE LIQUIDATING, INC., VALVE REPAIR OF SOUTH CAROLINA, INC., THE SAFE SEAL COMPANY, INC., FLICXXXXXX-XXXICIA INC., PUGET INVESTMENTS, INC., STEAM SUPPLY & RUBBER CO., INC., FLICXXXXXX XXXPANY, BOYDXX, XXC., VALVE ACTUATION & REPAIR CO. AIRBORNE FLOWSERVE HOLDINGS, INC. AIRBORNE SYSTEMS NA INC. AIRBORNE SYSTEMS NORTH AMERICA INC. AIRBORNE SYSTEMS NORTH AMERICA OF CA INC. AIRBORNE SYSTEMS NORTH AMERICA OF NJ INC. AMSAFE – C SAFEIPSCO HOLDING, INC. AMSAFE COMMERCIAL PRODUCTS, INC. AMSAFE GLOBAL HOLDINGS, INC. AMSAFE, INC. AMSAFE INDUSTRIES, INC. AP GLOBAL ACQUISITION CORP. AP GLOBAL HOLDINGS, INC. ARKWIN INDUSTRIES, INC. AVIATION TECHNOLOGIES, INC. AVIONICS SPECIALTIES, INC. AVTECHTYEE, INC. BRIDPORT-AIR CARRIER, INC. BRIDPORT ERIE AVIATION, INC. BRIDPORT HOLDINGS, INC. by /s/ JOHN X. XXXXX AEROSPACE INC. XXXXX INDUSTRIES, INC. XXXXX AEROSPACE, INC. ELECTROMECH TECHNOLOGIES LLC By: XxXxxxxxx Aerospace Investments, Inc., its sole member XXXXXXXX CORPORATION MALAYSIAN AEROSPACE SERVICES, INC. MARATHONNORCO AEROSPACE, INC. XXXXXXXXX AEROSPACE DE, INC. XXXXXXXXX AEROSPACE HOLDINGS, INC. XXXXXXXXX AEROSPACE INVESTMENTS, INC. XXXXXXXXX AEROSPACE US LLC By: XxXxxxxxx Aerospace DE, Inc., its sole member XXXXXXXXX INTERNATIONAL SALES CORP. SEMCO INSTRUMENTS, INC. XXXXXX AEROSPACE INC. TEXAS ROTRONICS, INC. TRANSICOIL LLC By: Aviation Technologies, Inc., its sole member By: /s/ Xxxxxxx Xxxxx -------------------------------------- Name: Xxxxxxx John X. Xxxxx Title: Treasurer and Secretary AEROSONIC LLC AVIONIC INSTRUMENTS LLC CDA INTERCORP LLC CEF INDUSTRIES, LLC CHAMPION AEROSPACE LLC HARCO LLC XXXXXXXXX HOLDINGS LLC XXXXXXXXX LLC By: Xxxxxxxxx Holdings LLC, its sole member WHIPPANY ACTUATION SYSTEMS, LLC By: TransDigm Inc., its sole member By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Vice President, Chief Financial Officer and Secretary The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written. Xxxxxx Xxxxxxx & Co. LLC CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED BANK OF AMERICA INTERNATIONAL LIMITED ABN AMRO BANK N.V. FIRST CHICAGO LIMITED As Representatives of the Several Euro Notes Purchasers, By: CREDIT SUISSE FIRST BOSTON (EUROPE) LIMITED by /s/ Xxxxxxxx Xxxxx ISABXX XXXAGALLI ------------------------------------ Name: Xxxxxxxx Xxxxx Isabxx Xxxagalli Title: Authorized Signatory Credit Suisse Securities (USA) LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director For itself and on behalf of the several Initial Purchasers set forth in Schedule I hereto ANNEX A Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “"underwriter” " within the meaning of the Securities Act. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date (as defined herein), it will make this Prospectus available to any broker-dealer for use in connection with any such resale. See “"Plan of Distribution.” " ANNEX B Each broker-dealer that receives Exchange Securities for its own account in exchange for Initial Securities, where such Initial Securities were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Securities. See “"Plan of Distribution.” Each broker-dealer that receives Exchange Securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a Prospectus in connection with any resale of such Exchange Securities. This Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Securities received in exchange for Initial Securities where such Initial Securities were acquired as a result of market-making activities or other trading activities. The Company has agreed that, for a period of 180 days after the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until [ ], 20[ ], all dealers effecting transactions in the Exchange Securities may be required to deliver a prospectus.(1) The Company will not receive any proceeds from any sale of Exchange Securities by broker-dealers. Exchange Securities received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Securities or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such Exchange Securities. Any broker-dealer that resells Exchange Securities that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Securities may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Securities and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Letter of Transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. For a period of 180 days after the Expiration Date the Company will promptly send additional copies of this Prospectus and any amendment or supplement to this Prospectus to any broker-dealer that requests such documents in the Letter of Transmittal. The Company has agreed to pay all of its expenses incident to the Exchange Offer and the reasonable expenses of one counsel for the Holders other than commissions or concessions of any brokers or dealers and will indemnify the Holders (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. (1) In addition, the legend required by Item 502(e) of Regulation S-K will appear on the back cover page of the Exchange Offer prospectus." ANNEX C