SHAREHOLDERS’ AGREEMENT DATED AS OF [●], 2014 AMONG CHC GROUP LTD., [●] AND THE OTHER PARTIES HERETOShareholders’ Agreement • August 27th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
This Shareholders’ Agreement is entered into as of [●], 2014 by and among CHC Group Ltd., a Cayman Islands exempted company (the “Company”), [●], a [●] (“Shareholder”) and each of the other parties identified on the signature pages hereto, and, solely for purposes of Section 2.3 and Section 3.3 hereof, Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner CD&R Associates IX, L.P., a Cayman Islands exempted limited company (the “Purchaser”) and solely for purposes of Section 2.3 and Section 3.3 hereof, Clayton, Dubilier and Rice, LLC, a Delaware limited liability company (the “CD&R Manager”).
INVESTMENT AGREEMENT dated as of August 21, 2014 by and between CHC Group Ltd. Clayton, Dubilier & Rice Fund IX, L.P. and Clayton, Dubilier & Rice, LLCInvestment Agreement • August 27th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
INVESTMENT AGREEMENT, dated as of August 21, 2014 (this “Agreement”), by and between CHC Group Ltd., a Cayman Islands exempted company (the “Company”), Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, CD&R Associates IX, L.P., a Cayman Islands exempted limited company (the “Purchaser”) and, solely for purposes of Section 1.5(c)(5) and Section 6.1(ii), Clayton, Dubilier and Rice, LLC, a Delaware limited liability company (the “CD&R Manager”).
PRE-CLOSING VOTING AGREEMENTPre-Closing Voting Agreement • August 27th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York
This PRE-CLOSING VOTING AGREEMENT (this “Agreement”) is entered into as of August 21, 2014, by and among Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, CD&R Associates IX, L.P., a Cayman Islands exempted limited partnership, acting by its general partner, CD&R Investment Associates IX, Ltd. a Cayman Islands exempted limited company (the “Purchaser”) and 6922767 Holding (Cayman) Inc., a Cayman Islands exempted limited company (“Shareholder”).
