0001341004-11-001843 Sample Contracts

SETTLEMENT AND STANDSTILL AGREEMENT
Settlement Agreement • October 6th, 2011 • Tinicum Capital Partners Ii, L.P. • 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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