Form of 2008 Subscription Agreement of 6922767 Holding (Cayman) Inc.



 Exhibit 10.14 
 FORM OF SUBSCRIPTION AGREEMENT 
 THIS AGREEMENT made as of
this      day of                 ,         . 
 BETWEEN: 
  

			
	[NAME], an individual residing in [COUNTRY]	  	
		
	(the “Purchaser”)	  	
		
		  	OF THE FIRST PART
	
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	6922767 HOLDING (CAYMAN) INC., an exempted company incorporated under the laws of the Cayman Islands
		
	(the “Company”)	  	
		
		  	OF THE SECOND PART

 WHEREAS, 6922767 Canada Inc. (“Bidco”) and CHC Helicopter Corporation
(“CHC”) have entered into an arrangement agreement dated as of February 22, 2008, pursuant to which Bidco will acquire all of the issued and outstanding shares of CHC, following which Bidco will amalgamate with CHC (the
“Arrangement”); 
 AND WHEREAS in connection with the Arrangement, the Company wishes to grant rights to
certain management employees of CHC to acquire Shares (as hereinafter defined); 
 AND WHEREAS the parties hereto have
entered into this Agreement to provide for the grant of rights to the Purchaser to acquire Shares and for the acquisition and ownership of such Shares by the Purchaser; 
 NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the premises and the terms and conditions herein contained the parties hereto covenant and agree with each other as follows:

 ARTICLE 1 
 DEFINITIONS 
  

	1.1	Definitions 

 In this
Agreement, unless the context otherwise requires: 
  

	 	(a)	“Agreement” means this Agreement entitled “Subscription Agreement” as the same may be supplemented or amended from time to time;
“hereof”, “herein”, “hereto”, and “hereunder” and similar expressions mean and refer to this Agreement and not to any particular article or section; 









	 	(b)	“Applicable Law” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together
with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder; 

  

	 	(c)	“Effective Date” means September 16, 2008, or such other date as may be agreed to in writing by the Company and the Purchaser;


  

	 	(d)	“Grant” has the meaning ascribed thereto in Section 2.1; 


 

	 	(e)	“Management Shareholders Agreement” means the shareholder agreement dated as of September 16, 2008 entered into among the Company, the Purchaser
and certain other management employees of CHC or its Affiliates; 

  

	 	(f)	“Purchaser Shares” has the meaning ascribed thereto in Section 2.2; 


 

	 	(g)	“Shares” means Ordinary B Shares in the capital of the Company; and 


 

	 	(h)	 “Subscription Price” means US $        per Share.1 



Capitalized terms used herein and not otherwise defined have the meaning ascribed thereto in the Management Shareholder Agreement.

  

	1.2	Interpretation 

 In this
Agreement, and in any amendment hereto, except as otherwise expressly provided or unless the context otherwise requires: 
  

	 	(a)	the headings and subheadings inserted in this Agreement are designed for convenience only and do not form a part of this Agreement nor are they intended to interpret,
define or limit the scope, extent or intent of this Agreement or any provision hereof; and 

  

	 	(b)	the word “including” and following any general statement, term or matter, shall not be construed to limit such general statement, term or matter to a
specific item or matter set forth immediately following such word or to similar items or matters, whether or not limiting language (such as “without limitation” or “include but not limited to” or words of similar
import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could possibly fall within the broadest possible scope of such general statement, term or matter. 


 

	1.3	Construction 

 Words
importing the singular number only shall include the plural and vice versa, and words importing the masculine gender shall include the feminine gender and neuter. 

 

	1 	 Subscription Price will be the same as the First Reserve funds will be paying on a per Share basis. 



  
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 ARTICLE 2 
 GRANT OF PURCHASE RIGHTS, SUBSCRIPTION AND SHARE ISSUANCE 
  

	2.1	Grant of Purchase Right 


Pursuant to the terms and subject to the conditions set out in this Agreement, the Company hereby grants to the Purchaser the right to
acquire                  Shares (the “Grant”) at the Subscription Price by tendering payment of the aggregate Subscription Price on or before the
Effective Date. Unless otherwise determined by the Company, in its sole discretion, the right to acquire Shares pursuant to this Grant shall expire and cease to be exercisable if payment in full of the aggregate Subscription Price for such Shares is
not received by the Company on or before the Effective Date. 
  

	2.2	Subscription by Purchaser in respect of Grant 

 Pursuant to the Grant, the Purchaser hereby irrevocably subscribes for                  Shares the (“Purchaser
Shares”) at the Subscription Price and agrees to tender payment in full of the aggregate Subscription Price on or before the Effective Date. 
  

	2.3	Issuance of Shares 

 As
soon as practicable following receipt of the aggregate Subscription Price in respect of the Purchaser Shares, the Company shall issue the Purchaser Shares, as fully paid and non-assessable, to the Purchaser and cause the Purchaser to be registered
as the holder of such Shares in the share register of the Company. 
 ARTICLE 3 

MANAGEMENT SHAREHOLDER AGREEMENT 
  

	3.1	Execution of Management Shareholder Agreement 

 The Grant is subject to the execution of, and agreement to be bound by, the Management Shareholder Agreement by the Purchaser on or prior to the Effective Date: 

ARTICLE 4 

GENERAL MATTERS RELATING 
 TO THE HOLDING OF SHARES 
  

	4.1	Representations and Warranties by Purchaser 

 The Purchaser represents, warrants and covenants to the Company that: 
  

	 	(a)	the Purchaser has the capacity to enter into and give full effect to this Agreement; 


 

	 	(b)	the Purchaser is subscribing for the Purchaser Shares voluntarily and has not been induced to so subscribe by expectation of employment or continued employment with the
Company or an Affiliate of the Company; 

  

	 	(c)	this Agreement has been duly executed and delivered by the Purchaser; 


  
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	 	(d)	this Agreement constitutes a legal, valid and binding obligation enforceable against the Purchaser in accordance with its terms; and 


 

	 	(e)	the Purchaser will, upon acceptance by the Company of his or her payment of the aggregate Subscription Price, be the sole legal and beneficial owner of the Purchaser
Shares. 

  

	4.2	No Transfer or Encumbrance Except in Compliance with this Agreement 

 The Purchaser Shares may not be directly or indirectly Transferred except as expressly permitted in this Agreement and in the Management Shareholders Agreement. 

 

	4.3	Share Certificates 

 The
Purchaser will not receive certificates with respect to Purchaser Shares. 
 ARTICLE 5 

GENERAL 
  

	5.1	Applicable Law 

 This
Agreement shall be construed and governed by the laws of the State of New York, United States of America and the parties hereto agree to attorn to the non-exclusive jurisdiction of the courts of the New York, United States of America. 

 

	5.2	Severability 

 Each
provision of this Agreement is intended to be severable. If any provision hereof is illegal, invalid or unenforceable, such provision shall be deemed to be severed and deleted therefrom and such illegality, invalidity or unenforceability shall not
in any manner affect the validity or enforceability of the remainder hereof. 
  

	5.3	Currency 

 All references
herein to currency shall unless otherwise noted be references to currency of the United States, and all payments contemplated herein shall be made by cash, certified cheque or wire transfer of immediately available funds. 

 

	5.4	Entire Agreement 

 This
Agreement and the Management Shareholders Agreement constitute the entire agreement between the parties hereto with regard to the subject matter hereof and supersedes all prior agreements, understandings, representations or warranties, negotiations
and discussions, whether oral or written, among the parties hereto with respect thereto and supersedes and replaces all other agreements relating to the Purchaser Shares. 

 

	5.5	Time of Essence 

 Time
shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision. 

  
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	5.6	Separate Counterparts 


This Agreement may be executed by facsimile by the parties hereto in separate counterparts, each of which when so executed and delivered
shall be or shall be deemed an original, and all such counterparts shall together constitute one and the same instrument. 
  

	5.7	Amendments 

 No amendment,
supplement, modification, waiver or termination of this Agreement shall be binding on the parties unless same is in writing and signed by the Company and the Purchaser. 

 

	5.8	Compliance with Applicable Law 

 The issuance of any Shares by the Company pursuant to this Agreement or the obligation of the Company to provide any Shares is subject to compliance with Applicable Law. The Purchaser agrees to comply
with all such Applicable Law and agrees to furnish to the Company all information and undertakings as may be required to permit compliance with Applicable Law. 
  

	5.9	Further Assurances 

 The
parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement. Each party shall provide and execute such further documents or
instruments as may be reasonably required by any other party, exercise its influence and do and perform or cause to be done or performed such further and other acts as may be reasonably necessary or desirable to effect the purpose of and to carry
out the provisions of this Agreement. 
  

	5.10	Assignability 

 Neither
this Agreement nor any rights or obligations of any of the Purchaser under this Agreement may be assigned by the Purchaser without the prior written consent of the Company. 

 

	5.11	Binding Effect 

 This
Agreement shall enure to the benefit of and shall be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. 

  
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 IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of the
date and year first above written. 
  

			
	By:	 	  

		 	[Name of Purchaser]
	
	6922767 HOLDING (CAYMAN) INC.
		
	By:	 	  

	Name:	 	
	Title:	 	



  
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