0001445305-14-003807 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT by and among CHC GROUP LTD., 6922767 HOLDING (CAYMAN) INC. and the other parties hereto Dated as of August 21, 2014
Registration Rights Agreement • August 27th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of August 21, 2014 and is by and among CHC Group Ltd., a Cayman Islands exempted company (the “Company”), 6922767 Holding (Cayman) Inc., a Cayman Islands exempted limited company (the “First Reserve Holder”) and the other entities listed on the signature pages hereto under the heading “First Reserve” (collectively, “First Reserve”).

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REGISTRATION RIGHTS AGREEMENT by and among CHC GROUP LTD., [●] and the other parties hereto Dated as of [●], 2014
Registration Rights Agreement • August 27th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of [●], 2014 and is by and among CHC Group Ltd., a Cayman Islands exempted company (the “Company”), [[●] a Cayman Islands exempted limited partnership, acting by its general partner, [●], a [●]] (the “Purchaser”) and the other entities listed on the signature pages hereto under the heading “CD&R” (collectively, “CD&R”).

AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT
Shareholders’ Agreement • August 27th, 2014 • CHC Group Ltd. • Air transportation, nonscheduled • New York

This AMENDMENT NO. 1 TO SHAREHOLDERS’ AGREEMENT, dated as of August 21, 2014 (this “Amendment”), is between CHC Group Ltd., a Cayman Islands exempted company (the “Company”), 6922767 Holding (Cayman) Inc., a Cayman Islands exempted company (the “Shareholder”), and each of the other parties identified on the signature pages hereto.

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