EX-10.2



 Exhibit 10.2 
 FORM OF TAX SHARING AGREEMENT 
 Tax Sharing and Indemnification Agreement (the
“Agreement”), dated as of [DATE], by and between SEACOR Holdings Inc., a Delaware corporation (“Seacor”), and Era Group Inc., a Delaware corporation (“Era”). 

WHEREAS, Seacor and its direct and indirect domestic subsidiaries, including Era, are currently members of an Affiliated Group (as
defined below), of which Seacor is the common parent corporation; 
 WHEREAS, Era, which indirectly owns substantially all of
Seacor’s helicopters and other assets engaged in transportation services to the offshore oil and gas exploration, development and production industry, international aircraft leasing, transportation and customer-owned aircraft management
services to hospitals and flightseeing tours in Alaska, intends to undertake an initial public offering (“IPO”); and 
 WHEREAS, in contemplation of the IPO, the parties hereto have determined to enter into this Agreement, setting forth their agreement with respect to certain tax matters; 

NOW THEREFORE, in consideration of the premises set forth above and the terms and conditions set forth below, the parties hereto agree as
follows: 
 Section 1. Definitions 
 For purposes of this Agreement, the following definitions shall apply: 
 (a)
“Affiliated Group” shall mean an affiliated group of corporations within the meaning of Section 1504(a) of the Code. 
 (b) “Closing Date” shall mean the date of the completion of the IPO. 

(c) “Code” shall mean the Internal Revenue Code of 1986, as amended. 

(d) “Era Employee” shall mean any person employed or formerly employed by any member of the Era Group at the time of the
exercise, vesting, settlement, disqualifying disposition or payment of the applicable stock option, stock appreciation right, restricted stock, restricted stock unit or dividend, as the case may be, unless, at such time, such person is employed (or
also employed) by a member of the Seacor Group or was more recently employed by a member of the Seacor Group than by a member of the Era Group. 
 (e) “Era Group” shall mean Era and its Subsidiaries. 







 (f) “Final Determination” shall mean the final resolution of any Tax matter,
including, but not limited to, a closing agreement with the IRS or the relevant state, local or foreign taxing authority, a claim for refund that has been finally allowed, a deficiency notice with respect to which the period for filing a petition
with the Tax Court or the relevant state, local or foreign tribunal has expired, or a decision of any court of competent jurisdiction that is not subject to appeal or as to which the time for appeal has expired. 

(g) “Income Taxes” shall mean all Taxes imposed on or measured in whole or in part by income, capital or net worth or a taxable
base in the nature of income, capital or net worth, and shall include any addition to Tax, additional amount, interest and penalty imposed with respect to such Taxes. 
 (h) “Income Tax Return” shall mean any Tax Return with respect to Income Taxes. 
  

(i) “IRS” shall mean the United States Internal Revenue Service or any successor thereto, including but not limited to its
agents, representatives and attorneys. 
 (j) “NOL” shall mean a net operating loss as computed for U.S. federal
income tax purposes under Section 172 of the Code. 
 (k) “person” shall mean an individual, corporation,
partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity. 
 (l)
“Seacor Consolidated Return” shall mean the U.S. federal Income Tax Return filed by Seacor as the common parent of its Affiliated Group. 
 (m) “Seacor Group” shall mean Seacor and its Subsidiaries, excluding, however, any member of the Era Group. 
 (n) “Subsidiary” shall mean, with respect to any person, any corporation or other organization, whether incorporated or unincorporated, of which (i) such person or any Subsidiary of such
person is a general partner or (ii) at least 50% of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such
corporation or other organization or at least 50% of the value of the outstanding equity is directly or indirectly owned or controlled by such person and/or by any one or more of its Subsidiaries. 

(o) “Tax” or “Taxes” shall mean all federal, state, local, foreign or other governmental taxes, assessments, duties,
fees, levies or similar charges of any kind, including all income, profits, franchise, excise, property, use, intangibles, sales, value-added, ad valorem, payroll, employment, withholding, estimated and other taxes of any kind whatsoever whether
disputed or not, and including all additions to tax, additional amounts, interest and penalties imposed with respect to such amounts. 

  
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 (p) “Tax Benefit” shall mean a reduction in the Tax liability of a taxpayer (or of
the Affiliated Group of which it is a member) for any Taxable Period. Except as otherwise provided in this Agreement, a Tax Benefit shall be deemed to have been realized or received from a Tax Item in a Taxable Period only if and to the extent that
the Tax liability of the taxpayer (or of the Affiliated Group of which it is a member) for such period is less than it would have been if such Tax liability were determined without regard to such Tax Item. 

(q) “Tax Controversy” shall mean any examination, audit, claim, dispute, litigation, proposed settlement, proposed adjustment
or related matter with respect to Taxes. 
 (r) “Tax Detriment” shall mean an increase in the Tax liability of a
taxpayer (or of the Affiliated Group of which it is a member) for any Taxable Period. Except as otherwise provided in this Agreement, a Tax Detriment shall be deemed to have been realized or suffered from a Tax Item in a Taxable Period only if and
to the extent that the Tax liability of the taxpayer (or the Affiliated Group of which it is a member) for such period is greater than it would have been if such Tax liability were determined without regard to such Tax Item. 

(s) “Tax Item” shall mean any item of income, gain, loss, deduction, credit, recapture of credit, or any other item that may
have the effect of increasing or decreasing Taxes paid or payable. 
 (t) “Taxable Period” shall mean any taxable year
or portion thereof. 
 (u) “Tax Return” shall mean any return, report, form or other information filed or required to
be filed with any taxing authority with respect to Taxes. 
 Section 2. Tax Sharing Payments 

(a) 2011 True-Up Tax Sharing Payment. Following the filing of the Seacor Consolidated Return for the Taxable Period ending on
December 31, 2011, either (i) Era shall pay, or cause to be paid, to Seacor an amount equal to 35% of the excess, if any, of $76,444,922 over the NOL of the Era Group for the Taxable Period ending on December 31, 2011 as reflected in
such Seacor Consolidated Return or (ii) Seacor shall pay, or cause to be paid, to Era an amount equal to 35% of the excess, if any, of the NOL of the Era Group for the Taxable Period ending on December 31, 2011 as reflected in such Seacor
Consolidated Return over $76,444,922. For purposes of determining the NOL of the Era Group for the Taxable Period ending on December 31, 2011, such NOL shall be computed solely by reference to the members of the Era Group that are members of
Seacor’s Affiliated Group for the Taxable Period ending on December 31, 2011, and shall be determined as though such members filed on a consolidated basis with Era as the common parent. 

  
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 (b) Estimated Income Tax Payments. For each Taxable Period beginning on or after
January 1, 2012, in the case of an Income Tax Return with respect to which any member of the Era Group joins any member of the Seacor Group in filing on a consolidated, combined or unitary basis, Era shall pay, or cause to be paid, to Seacor
the amount of estimated Income Taxes that would be incurred by any such member of the Era Group had such member not filed an Income Tax Return on such basis (“Estimated Income Tax Payments”). For purposes of determining the amount
of a member of the Era Group’s Estimated Income Tax Payments, to the extent that such member would be entitled to file an Income Tax Return on a consolidated, combined or unitary basis with any other member of the Era Group, Estimated Income
Tax Payments shall be determined as though such members filed on a consolidated, combined or unitary basis. 
 (c) Separate
Income Tax Liability. For each Taxable Period beginning on or after January 1, 2012, in the case of an Income Tax Return with respect to which any member of the Era Group joins any member of the Seacor Group in filing on a consolidated,
combined or unitary basis, Era shall pay, or cause to be paid, to Seacor an amount equal to the excess, if any, of (i) the amount of Income Taxes that would be incurred by any such member of the Era Group had such member not filed an Income Tax
Return on such basis (“Separate Income Tax Liability”), over (ii) the aggregate amount of Estimated Income Tax Payments actually made to Seacor with respect to the Separate Income Tax Liability for such Taxable Period. If the
aggregate amount of Estimated Income Tax Payments actually made to Seacor with respect to the Separate Income Tax Liability for such Taxable Period exceeds such Separate Income Tax Liability, Seacor shall pay to Era an amount equal to such excess.
In addition, to the extent that any member of the Seacor Group utilizes for any Taxable Period beginning on or after January 1, 2012, any credits or deductions, including, without limitation, foreign tax credits, alternative minimum tax
credits, net operating losses or net capital losses, that are attributable to the Era Group, and such utilization results in a Tax Benefit being realized by such member of the Seacor Group (treating any credits or deductions attributable to the
Seacor Group as utilized prior to the utilization of any credits or deductions attributable to the Era Group), then Seacor shall pay to Era the amount of such Tax Benefit at the time of filing of the Tax Return reflecting the realization of the Tax
Benefit and such credits or deductions for which Seacor has paid Era shall not be treated as utilizable by any member of the Era Group for purposes of computing such member’s Estimated Income Tax Payments or Separate Income Tax Liability. For
purposes of determining the amount of a member of the Era Group’s Separate Income Tax Liability, to the extent that such member would be entitled to file an Income Tax Return on a consolidated, combined or unitary basis with any other member of
the Era Group, the Separate Income Tax Liability shall be determined as though such members filed on a consolidated, combined or unitary basis. 
 (d) Timing. For the Taxable Period ending on December 31, 2011, Seacor shall prepare and deliver to Era a schedule showing in reasonable detail Seacor’s calculation of any amount payable
by Seacor to Era pursuant to Section 2(a) or any amount payable by Era to Seacor pursuant to Section 2(a), as the case may be, and, subject to Section 8, Era shall pay to Seacor, or Seacor shall pay to Era, as applicable, the amount
shown on such schedule no later than fifteen days following the delivery of such schedule by Seacor to 

  
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Era. For each Taxable Period beginning on or after January 1, 2012, Seacor shall prepare and deliver to Era a schedule showing in reasonable detail Seacor’s calculation of any Estimated
Income Tax Payments or Separate Income Tax Liability, as the case may be, and, subject to Section 8, (i) Era shall pay to Seacor the amount of any Estimated Income Tax Payments shown on such schedule no later than fifteen days before the
date that such Estimated Income Tax Payments would have been due and payable had the member of the Era Group with respect to which such payments are determined not filed an Income Tax Return on a consolidated, combined or unitary basis with any
member of the Seacor Group, and (ii) payments between Seacor and Era required pursuant to Section 2(c) hereof (other than pursuant to the penultimate sentence thereof) shall be made, based on such schedule, no later than fifteen days
before the due date of the Income Tax Return for the Taxable Period for which such payments are due. Except as otherwise provided herein, all payments to be made pursuant to this Agreement shall be made within fifteen days of written notice of a
request for indemnification or payment by the applicable payee, which notice shall be accompanied by a computation of the amount due. If any payments required to be made pursuant to this Agreement (including Estimated Income Tax Payments) are not
made when due, such payments shall bear interest at the prevailing federal short-term interest rate as determined under Section 6621 of the Code. 
 (e) Adjustments. If, as a result of a Final Determination, there is an adjustment that would have the effect of increasing or decreasing the Era Group’s NOL for any Taxable Period ending on or
before December 31, 2011, then Era shall pay, or cause to be paid, to Seacor an amount equal to 35% of any decrease in such NOL or Seacor shall pay, or cause to be paid, to Era an amount equal to 35% of any increase in such NOL, as applicable.
For purposes of determining the NOL of the Era Group for such Taxable Period, such NOL shall be computed solely by reference to the members of the Era Group that are members of Seacor’s Affiliated Group for such Taxable Period, and shall be
determined as though such members filed on a consolidated basis with Era as the common parent. If, as a result of a Final Determination, there is an adjustment that would have the effect of increasing or decreasing a member of the Era Group’s
Separate Income Tax Liability for any Taxable Period beginning on or after January 1, 2012, then Era shall pay to Seacor the amount of any increased Separate Income Tax Liability and Seacor shall repay to Era the amount of any decreased
Separate Income Tax Liability, provided, however, that such repayment shall not exceed the net amount of payments received by Seacor from Era with respect to the Separate Income Tax Liability for such Taxable Period. If, as a result of a Final
Determination, there is an adjustment to any of the credits or deductions attributable to the Era Group which resulted in a payment by Seacor to Era pursuant to Section 2(c) of this Agreement that would have the effect of increasing or
decreasing the Tax Benefit to the member of the Seacor Group utilizing such credit or deduction, then Era shall repay to Seacor the amount of any decreased Tax Benefit and Seacor shall pay to Era the amount of any increased Tax Benefit. 

(f) Other Adjustments and Indemnification. If there is an adjustment pursuant to Section 482 of the Code or similar authority
under state, local, or foreign law that results in a Tax Detriment being realized by any member of the Seacor Group or the Era Group, on the one hand, and a corresponding Tax Benefit being realized by any member of the


  
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Era Group or the Seacor Group, on the other, that is not otherwise taken into account through payments under this Agreement, then Era shall pay to Seacor or Seacor shall pay to Era, as the case
may be, the amount of such Tax Benefit (but in no event greater than the amount of the Tax Detriment). Seacor shall indemnify Era to the extent that any member of the Era Group becomes liable for the federal, state or local Income Tax liability of
any member of the Seacor Group as a result of being a member of the Affiliated Group, for federal tax purposes, or a member of the combined, consolidated or unitary group, for state and local tax purposes, which includes any member of the Seacor
Group, in excess of the Separate Income Tax Liability of the Era Group, and, except as otherwise provided herein, Seacor shall indemnify Era against any Separate Income Tax Liability for which Era has paid Seacor pursuant to this Agreement.

 (g) Refunds. Any refund of Income Tax received from a taxing authority by any member of the Seacor Group or the Era
Group with respect to an Income Tax Return of any member of the Seacor Group that is filed on a consolidated, combined or unitary basis with any member of the Era Group shall be the property of the Seacor Group, regardless of whether all or any
portion of such refund is attributable to any credit or deduction of any member of the Era Group. The parties acknowledge and agree that this Agreement is intended to create a debtor-creditor relationship between the parties, and that no member of
the Seacor Group shall be treated as receiving any such refund of Income Tax as an agent or trustee of any member of the Era Group. 

Section 3. Treatment of Deductions Associated With Equity-Related Compensation 

For purposes of determining the amount of a member of the Era Group’s Estimated Income Tax Payments and Separate Income Tax
Liability, the employer member of the Era Group shall be treated as entitled to claim all deductions arising by reason of: 

(a) The exercise of any Seacor stock options or stock appreciation rights by any Era Employee. 

(b) The vesting of Seacor restricted stock or the vesting or settlement of Seacor restricted stock units held by any Era Employee (and
the payment of any dividends on such Seacor restricted stock). 
 Section 4. Return Preparation 

Seacor shall prepare and file, or cause to be prepared and filed, all Income Tax Returns with respect to which any member of the Era Group
joins any member of the Seacor Group in filing on a consolidated, combined or unitary basis, for any Taxable Period ending after the IPO. 

  
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 Section 5. Audits 
 Seacor shall have sole responsibility for and control over any Tax Controversy as to Income Tax Returns with respect to which any member of the Era Group joins any member of the Seacor Group in filing on
a consolidated, combined or unitary basis. 
 Section 6. Cooperation 

(a) Tax Information. 
 (i) Era shall, and shall cause each appropriate member of the Era Group to, cooperate with Seacor in the filing of Income Tax Returns or in the conduct of Tax Controversies by maintaining such books and
records and providing on a timely basis such information as may be necessary or useful in the filing of such returns or the conduct of such controversies and executing any documents, providing any further information, and taking any actions that
Seacor may reasonably request in connection therewith. 
 (ii) If any member of the Era Group fails to provide any information
within its possession or control that is requested pursuant to this Section within a reasonable time after such request, then Seacor shall have the right to engage an independent certified public accountant of its choice to gather such information.
Era agrees to permit any such independent certified public accountant full access to all Tax Return and other information relevant to filing the Tax Return or conducting the Tax Controversy at issue that is in the possession of any member of the Era
Group during reasonable business hours, and to reimburse or pay directly all costs and expenses incurred in connection with the engagement of such independent certified public accountant. 

(iii) If any member of the Era Group supplies information to a member of the Seacor Group in connection with the preparation of any
Income Tax Return or in connection with the conduct of any Tax Controversy and an officer of the requesting party signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then a duly
authorized officer of the party supplying such information shall certify, under penalties of perjury, the accuracy and completeness of the information so supplied. Era shall indemnify and hold harmless each member of the Seacor Group and its
respective officers and employees against any cost, fine, penalty, or other expenses of any kind attributable to a member of the Era Group supplying a member of the Seacor Group with inaccurate or incomplete information, in connection with the
preparation of any Income Tax Return or in connection with the conduct of any Tax Controversy. 
 (b) Other Cooperation.

 (i) Whenever any member of the Era Group learns of a breach or a violation of any obligation or provision contained in this
Agreement, or receives in writing from any taxing authority notice of an adjustment that may give rise to a payment under this Agreement, Era shall give notice to Seacor within 10 days of becoming aware


  
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of such breach, violation, or receipt, but if a member of the Seacor Group is required to respond to the IRS or any other taxing authority, such notice shall be given no less than 10 days before
such response is required (if earlier than 10 days after becoming aware). 
 (ii) Seacor may consult with Era, and Era agrees to
fully cooperate with Seacor in the negotiation, settlement, or litigation of any liability for Income Taxes (x) of any member of the Seacor Group or (y) as to Income Tax Returns with respect to which any member of the Era Group joins any
member of the Seacor Group in filing on a consolidated, combined or unitary basis. 
 (c) Agent. Each member of the Era
Group hereby appoints Seacor for any Taxable Period as its agent for the purpose of filing any Income Tax Return of such member (whether or not such Income Tax Return is filed on a consolidated, combined or unitary basis with any member of the
Seacor Group), for the purpose of representing such member in the course of any Tax Controversy, and for making any election or application or taking any action in connection with any of the foregoing on behalf of any member of the Era Group. Each
member of the Era Group hereby consents to the filing of such Income Tax Return and to the making of any elections and applications as set forth above. Any election made by any member of the Seacor Group with respect to an Income Tax Return of such
member filed on a consolidated, combined or unitary basis with any member of the Era Group shall govern the determination of the Separate Income Tax Liability and Estimated Income Tax Payments of the relevant members of the Era Group. 

Section 7. Retention of Records 
 (a) Era agrees to retain, and cause each member of the Era Group to retain, the appropriate records that may affect the determination of the NOL or Separate Income Tax Liability of any member of the Era
Group, or the Income Tax liability of any member of the Seacor Group that files on a consolidated, combined or unitary basis with any member of the Era Group, until such time as there has been a Final Determination with respect thereto. 

(b) Any member of the Era Group intending to destroy any materials, records, or documents relating to Income Taxes shall provide Seacor
with 90 days advance notice and the opportunity to copy or take possession of such materials, records and documents. 
 Section 8.
Resolution of Disputes 
 Any dispute concerning the calculation or basis of determination of any payment provided for
hereunder shall be resolved by the independent certified public accountants for Seacor, whose judgment shall be conclusive and binding upon the parties. 
 Section 9. Miscellaneous 
 (a) Term of the Agreement. This
Agreement shall become effective as of the date of its execution and, except as otherwise expressly provided herein, shall continue in full 

  
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force and effect indefinitely unless the parties agree in writing to terminate this Agreement. Notwithstanding any such termination, this Agreement shall continue in effect with respect to any
payment or indemnification due for all Taxable Periods prior to the termination during which this Agreement was in effect. 

(b) Injunctions. The parties acknowledge that irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed in accordance with its specific terms or were otherwise breached. The parties hereto shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically
the terms and provisions hereof in any court having jurisdiction, such remedy being in addition to any other remedy to which they may be entitled at law or in equity. 
 (c) Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms,
provisions, covenants, and restrictions set forth herein shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated. It is hereby stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants, and restrictions without including any of such which may be hereafter declared invalid, void, or unenforceable. In the event that any such term, provision, covenant, or restriction is held to be
invalid, void, or unenforceable, the parties hereto shall use their best efforts to find and employ an alternate means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant, or restriction.

 (d) Assignment. Except by operation of law or in connection with the sale of all or substantially all of the assets of
a party hereto, this Agreement shall not be assignable, in whole or in part, directly or indirectly, by any party hereto without the advance written consent of the other party; and any attempt to assign any rights or obligations arising under this
Agreement without such consent shall be void; provided, however, that the provisions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns.

 (e) Further Assurances. Subject to the provisions hereof, the parties hereto shall make, execute, acknowledge, and
deliver such other instruments and documents, and take all such other actions, as may be reasonably required in order to effectuate the purposes of this Agreement and to consummate the transactions contemplated hereby. Subject to the provisions
hereof, each of the parties shall, in connection with entering into this Agreement, performing its obligations hereunder and taking any and all actions relating hereto, comply with all applicable laws, regulations, orders, and decrees, obtain all
required consents and approvals and make all required filings with any governmental agency, other regulatory or administrative agency, commission or similar authority, and promptly provide the other party with all such information as it may
reasonably request in order to be able to comply with the provisions of this sentence. 

  
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 (f) Parties in Interest. Except as herein otherwise specifically provided, nothing in
this Agreement expressed or implied is intended to confer any right or benefit upon any person, firm or corporation other than the parties hereto, their respective successors and permitted assigns, and any Subsidiary that subsequently becomes a
member of the Seacor Group or the Era Group, as the case may be. 
 (g) Waivers, Etc. No failure or delay on the part of
the parties in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. No modification or waiver of any provision of this Agreement nor consent to any departure by the parties therefrom shall in any event be effective unless the same shall
be in writing, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. 
 (h) Setoff. All payments to be made by any party under this Agreement shall be made without setoff, counterclaim or withholding, all of which are expressly waived. 

(i) Change of Law. If, due to any change in applicable law or regulations or their interpretation by any court of law or other
governing body having jurisdiction subsequent to the date of this Agreement, performance of any provision of this Agreement or any transaction contemplated hereby shall become impracticable or impossible, the parties hereto shall use their best
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such provision. 
 (j) Confidentiality. Subject to any contrary requirement of law and the right of each party to enforce its rights hereunder in any arbitration or legal action, each party agrees that it shall keep
strictly confidential, and shall cause its employees and agents to keep strictly confidential, any information that it or any of its employees or agents may acquire pursuant to, or in the course of performing its obligations under, any provision of
this Agreement. 
 (k) Headings. Descriptive headings are for convenience only and shall not control or affect the
meaning or construction of any provision of this Agreement. 
 (l) Counterparts. For the convenience of the parties, any
number of counterparts of this Agreement may be executed by the parties hereto, and each such executed counterpart shall be, and shall be deemed to be, an original instrument. 
 (m) Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein shall be validly given, made or served, if in writing and delivered personally,
sent by registered mail, postage prepaid, or by facsimile or e-mail transmission to: 

  
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 Seacor at: SEACOR Holdings Inc. 

[address] 
 Attn: Chief Financial Officer 
 [fax #] 

[e-mail address] 
 Era at: Era Group Inc. 
 [address] 

Attn: Chief Financial Officer 
 [fax #] 
 [e-mail address] 

or to such other address as any party may, from time to time, designate in a written notice given in a like manner. Notice given by mail as set out above
shall be deemed delivered five calendar days after the date the same is mailed. Notice given by facsimile or e-mail transmission shall be deemed delivered on the day of transmission provided confirmation of receipt is obtained promptly after
completion of transmission. 
 (o) Costs and Expenses. Unless otherwise specifically provided herein, each party agrees
to pay its own costs and expenses resulting from the exercise of its respective rights or the fulfillment of its respective obligations hereunder. 
 (p) Entire Agreement; Amendment. Except as otherwise provided in this Agreement, this Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter of this
Agreement and supersedes all prior agreements and undertakings, both written and oral, between or on behalf of the parties hereto with respect to the subject matter of this Agreement. This Agreement may not be amended except by an agreement in
writing signed by both parties hereto. 
 Section 10. Applicable Law 

This Agreement and all claims arising therefrom or with respect thereto shall be governed by and construed and enforced in accordance with
the domestic substantive laws of the State of New York without regard to any choice or conflict of laws, rules or provisions that would cause the application of the domestic substantive laws of any other jurisdiction. 

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed by their respective officers, each of whom is duly
authorized, all as of the day and year first above written. 
  

			
	SEACOR Holdings Inc.
		
	By:	 	 
	Title:	 	Chief Financial Officer

  

			
	Era Group Inc.
		
	By:	 	 
	Title:	 	Chief Financial Officer


  
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