0000950123-11-088719 Sample Contracts

SETTLEMENT AND STANDSTILL AGREEMENT
Settlement and Standstill Agreement • October 5th, 2011 • Breeze-Eastern Corp • Aircraft parts & auxiliary equipment, nec • Delaware

This AGREEMENT, dated as of October 5, 2011 (this “Agreement”), is entered into by and between Breeze-Eastern Corporation, a Delaware corporation (the “Company”), on the one hand, and Tinicum Capital Partners II, L.P. and Tinicum Capital Partners II Parallel Fund, L.P. (together, the “Tinicum Parties”), on the other hand. The Company and the Tinicum Parties, are collectively referred to as the “Parties” and each a “Party”.

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SETTLEMENT AND STANDSTILL AGREEMENT
Settlement and Standstill Agreement • October 5th, 2011 • Breeze-Eastern Corp • Aircraft parts & auxiliary equipment, nec • Delaware

This AGREEMENT, dated as of October 5, 2011 (this “Agreement”), is entered into by and between Breeze-Eastern Corporation, a Delaware corporation (the “Company”), on the one hand and Wynnefield Partners Small Cap Value, L.P., Wynnefield Small Cap Value Offshore Fund, Ltd, Wynnefield Partners Small Cap Value L.P.I, Channel Partnership II, L.P., Wynnefield Capital Management, LLC, and Wynnefield Capital, Inc. (together, the “Wynnefield Parties”), on the other hand. The Company and the Wynnefield Parties, are collectively referred to as the “Parties” and each a “Party”.

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