Pre-Closing Voting Agreement Sample Contracts

PRE-CLOSING VOTING AGREEMENT
Pre-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”).

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