0001525221-13-000008 Sample Contracts

TAX MATTERS AGREEMENT

Tax Matters Agreement • January 14th, 2013 • Era Group Inc. • Air transportation, nonscheduled • New York

• Contract Type
  Tax Matters Agreement
• Filed
  January 14th, 2013
• Company
  Era Group Inc.
• Industry
  Air transportation, nonscheduled
• Jurisdiction
  New York

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2013, is by and between SEACOR Holdings Inc., a Delaware corporation (“SEACOR”), and Era Group Inc., a Delaware corporation (“Spinco”). Each of SEACOR and Spinco is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

SERIES B EXCHANGE AGREEMENT

Series B Exchange Agreement • January 14th, 2013 • Era Group Inc. • Air transportation, nonscheduled • New York

• Contract Type
  Series B Exchange Agreement
• Filed
  January 14th, 2013
• Company
  Era Group Inc.
• Industry
  Air transportation, nonscheduled
• Jurisdiction
  New York

THIS SERIES B EXCHANGE AGREEMENT, dated as of December 18, 2012 (this "Agreement"), is by and between SEACOR Holdings Inc., a Delaware corporation ("SEACOR"), and Era Group Inc., a Delaware corporation and wholly-owned subsidiary of SEACOR ("Era").