exh101stipulationandagre







EXECUTION COPY   IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE   EDWARD MONTGOMERY, On Behalf of   Himself and All Others Similarly Situated   and Derivatively on Behalf of Nominal   Defendant ERICKSON INCORPORATED,   Plaintiff,   v.   ERICKSON INCORPORATED, f/k/a   ERICKSON AIR-CRANE, INC., QUINN   MORGAN, KENNETH LAU, UDO   RIEDER, HANK HALTER, GARY R.   SCOTT, MEREDITH R. SIEGFRIED,   JAMES L. WELCH, ZM PRIVATE   EQUITY FUND I, L.P., ZM PRIVATE   EQUITY FUND II, L.P., ZM EAC LLC,   EAC ACQUISITION CORPORATION,   CENTRE LANE PARTNERS, LLC and 10th   LANE FINANCE CO., LLC,   Defendants.   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )         C.A. No. 8784-VCL   STIPULATION AND AGREEMENT OF   This Stipulation and Agreement of Compromise, Settlement, and Release   (the “Stipulation”) is entered into this 13th day of June, 2016, by and between the   following parties, by and through their respective counsel in the above-captioned   stockholder class and derivative action (the “Action”): (i) plaintiff Edward   Montgomery (“Plaintiff”), on his own behalf and on behalf of the Class,   COMPROMISE, SETTLEMENT, AND RELEASE   1 and   1 All undefined, capitalized terms have the meanings ascribed to them in Section I,   titled “Definitions,” below.    on   EFiled:  Jun 13 2016 04:25PM EDT   Transaction ID 59135924   Case No. 8784-VCL   Exhibit 10.1    





 






- 2 -   behalf of Erickson Incorporated (“Erickson” or the “Company”); and (ii) ZM   Private Equity Fund I, L.P., ZM Private Equity Fund II, L.P., ZM EAC LLC,   Centre Lane Partners, LLC, and 10th Lane Finance Co., LLC (collectively, the   “ZM Defendants”); (iii) Quinn Morgan, Kenneth Lau, Hank Halter, Udo Rieder,   Gary Scott, Meredith Siegfried, and James Welch (collectively, the “Individual   Defendants”); and (iv) EAC Acquisition Corporation  (collectively with the ZM   Defendants and the Individual Defendants, the “Settling Defendants,” and with   Plaintiff and Erickson, each a “Party” and collectively, the “Parties”).  This   Stipulation states all of the terms of the settlement and resolution of this matter,   and the Parties intend this Stipulation to fully and finally compromise, resolve,   discharge, and settle the Released Claims, subject to the approval of the Court of   Chancery of the State of Delaware (the “Court”).   I. BACKGROUND OF THE SETTLEMENT   A. Erickson is a provider of aviation services to commercial and   government customers.     B. On March 19, 2013, Erickson announced that it had executed a stock   purchase agreement (the “SPA”) for the purchase (the “Evergreen Acquisition”) of   Evergreen Helicopters, Inc. (“Evergreen”) from Evergreen International Aviation,   Inc. (“Evergreen Parent”).  Pursuant to the terms of the SPA, the Company   acquired Evergreen from Evergreen Parent for consideration consisting of: (i) $185     





 






- 3 -   million in cash; (ii) a $17.5 million purchase price note; and (iii) 4,008,439 shares   of preferred stock valued at $47.5 million based upon an agreed upon value of   $11.85 per share.     C. Concurrently with the SPA, Erickson and Evergreen Parent entered   into (i) a First Lien Securities Purchase Agreement with holders of   $192,833,430.61 (including principal, interest, and agent fees) of first lien debt   owed by Evergreen Parent and guaranteed by Evergreen, contemplating the holders   of first lien debt’s consent to the Evergreen Acquisition in exchange for the larger   portion of proceeds from such sale to be used to satisfy certain first lien debt of   Evergreen Parent (the “First Lien Transaction” as effected pursuant to the “First   Lien Agreement”), and (ii) a Second Lien Stock Purchase Agreement with certain   of the ZM Defendants and other holders of $125 million of second lien debt owed   by Evergreen Parent contemplating the holders of second lien debt’s consent to the   Evergreen Acquisition in exchange for the satisfaction of certain second lien debt   (the “Second Lien Transaction” as effected pursuant to the “Second Lien   Agreement”).   D. At the time of the SPA, ZM Private Equity Fund I, L.P., ZM Private   Equity Fund II, L.P. and ZM EAC LLC (collectively, the “ZM Majority   Stockholders”) collectively owned a majority of Erickson’s common stock.     





 






- 4 -   E. On May 1, 2013, Erickson agreed to an amendment of the SPA (the   “SPA Amendment”).   F. On May 2, 2013, the Evergreen Acquisition, the First Lien   Transaction, and the Second Lien Transaction closed.  On that date, Erickson also   issued $400 million of 8.25% Second Priority Senior Secured notes due 2020 (the   “Note Issuance”).   G. Under Section 1(b) of the Second Lien Agreement, certain ZM   Defendants and other holders of Evergreen Parent second lien debt purchased   shares of preferred stock from holders of Evergreen Parent first lien debt for   $11.85 per share, with certain of the ZM Defendants purchasing 250,941 of such   shares (the “ZM Preferred Put Purchase”).   H. Between May 16, 2013 and May 30, 2013, the ZM Majority   Stockholders sold approximately 250,000 shares of Erickson common stock at   prices ranging from $24.50 to $28.895 (the “ZM May 2013 Common Sale,” and   collectively with the ZM Preferred Put Purchase, the “ZM Erickson Stock   Transactions”).   I. On May 2, 2013, Erickson used the proceeds from the Note Issuance   to prepay $26.7 million in unsecured promissory notes Erickson owed to certain of   the ZM Defendants (collectively with the Note Issuance, the “Recapitalization”)   (the Recapitalization, along with the Evergreen Acquisition, the First Lien     





 






- 5 -   Transaction, and the Second Lien Transaction, shall be defined collectively as the   “Evergreen Transaction”).     J. Erickson paid a $2.5 million fee (the “10th Lane Fee”) to defendant   10th Lane Finance Co., LLC for services provided by Centre Lane Partners, LLC   related to the Evergreen Transaction.   K. On July 22, 2013, the ZM Majority Stockholders executed a   stockholder written consent approving the issuance of 4,008,439 shares of   Erickson common stock upon the conversion of the same number of shares of   Preferred Stock, and that conversion became effective on August 12, 2013.   L. On August 8, 2013, Plaintiff commenced the Action by filing a   verified class action and derivative complaint (the “Initial Complaint”) against   Erickson, Quinn Morgan, Kenneth Lau, Udo Rieder, Hank Halter, Gary Scott,   Meredith Siegfried, James Welch, ZM Private Equity Fund I, L.P., ZM Private   Equity Fund II, L.P., ZM EAC LLC, EAC Acquisition Corporation, and 10th Lane   Finance Co., LLC (the “Initial Defendants”).  The Initial Complaint alleged,   among other things, that the Individual Defendants and the named ZM Defendants   breached their fiduciary duties in connection with the Evergreen Transaction and   the ZM Erickson Stock Transactions.  The Initial Complaint sought, among other   things, an award of monetary and equitable relief to Plaintiff and the Class against   the named ZM Defendants and Messrs. Morgan and Lau for alleged expropriation     





 






      - 6 -   of value sustained as a result of the Evergreen Transaction; an award of monetary   and equitable relief to Plaintiff and the Class against the Individual Defendants for   their alleged breaches of fiduciary duties owed to Erickson’s minority   stockholders; an award of equitable relief and damages to Erickson sustained as a   result of the Evergreen Transaction; disgorgement and restitution of alleged   improper profits allegedly realized by certain of the ZM Defendants and Messrs.   Morgan and Lau as a result of the Evergreen Transaction and the ZM Erickson   Stock Transactions; equitable relief to remedy the alleged breaches of fiduciary   duties, including partial rescission of elements of the Evergreen Transaction and   declaratory and injunctive relief; and an award to Plaintiff of fees and expenses   incurred in prosecuting the Action.     M. On September 3, 2013, the Initial Defendants moved to dismiss the   Initial Complaint.    N. On December 4, 2013, Plaintiff filed an amended complaint (the   “Amended Complaint”) which, among other things, repeated the allegations in the   Initial Complaint and added, inter alia, allegations that Messrs. Rieder, Morgan,   and Lau violated their fiduciary duties by withholding information from Erickson’s   board of directors (the “Board”) and that certain of the ZM Defendants violated   their fiduciary duties by using Erickson for their own personal benefit to the   detriment of Erickson’s minority stockholders.     





 






- 7 -   O. On December 20, 2013, the Initial Defendants moved to dismiss the   Amended Complaint.   P. On April 15, 2014, the Court heard argument on the Initial   Defendants’ motion to dismiss and denied that motion.     Q. On April 30, 2014, Individual Defendants Hank Halter, Gary Scott,   Meredith Siegfried, and James Welch answered the Amended Complaint.    R. On May 21, 2014, defendants Erickson, Quinn Morgan, Kenneth Lau,   ZM Private Equity Fund I, L.P., ZM Private Equity Fund II, L.P., ZM EAC LLC,   EAC Acquisition Corporation, and 10th Lane Finance Co., LLC answered the   Amended Complaint.   S. On May 21, 2014, following negotiation among Plaintiff and the   Initial Defendants, the Court entered a Stipulation and Order Governing the   Production and Exchange of Confidential Information.    T. On June 2, 2014, defendant Udo Rieder answered the Amended   Complaint.    U. On October 13, 2014, Plaintiff filed a motion to compel responses to   written discovery requests served upon the Initial Defendants.    V. On November 13, 2014, a purported Company stockholder   commenced an action in the United States District Court for the Southern District   of New York (the “16(b) Action”) by filing a derivative complaint styled Gibbons     





 






      - 8 -   v. Morgan, et al., No. 14-cv-09061-KBF (the “16(b) Complaint”).  The 16(b)   Complaint named Quinn Morgan as a defendant and Erickson as a nominal   defendant, and was later amended to add as defendants ZM Private Equity Fund I,   L.P. and ZM Private Equity Fund II, L.P.  On February 9, 2016, the court in the   16(b) Action stayed that case.   W. In the Action, on December 2, 2014, the Court heard argument on,   and granted in part Plaintiff’s motion to compel to the extent not already mooted   by the Initial Defendants.   X. Over the course of the next thirteen months, Plaintiff’s Counsel   conducted extensive discovery in connection with the claims asserted in the Initial   Complaint.  Plaintiff’s Counsel inspected, reviewed, and analyzed approximately   101,500 documents (totaling approximately 922,000 pages) produced by the Initial   Defendants and certain third-parties.  In addition, from August 28, 2015 through   January 7, 2016, Plaintiff’s Counsel deposed six party and non-party witnesses,   including Gary Zamieroski, James Welch, Robert Rosenberg, Hank Halter, Bryan   Walker, and Oscar Aarts, and defended the deposition of Plaintiff.   Y. On January 29, 2015, the Court entered an order scheduling the   Action for trial to begin in February 2016.       





 






      - 9 -   Z. On September 2, 2015, the Court entered an amended scheduling   order in the Action which provided that a five-day trial would begin on August 1,   2016.   AA. On October 5, 2015, the Court entered an order: (a) certifying the   Action as a class action on behalf of a non-opt out class defined as:  all   stockholders of Erickson on March 18, 2013, and their successors-in-interest,   transferees, and assignees, excluding Defendants and their associates, affiliates,   legal representatives, heirs, successors-in-interest, transferees, and assignees; (b)   certifying Plaintiff as Class Representative; and (c) appointing Prickett, Jones &   Elliott, P.A. and Kessler, Topaz, Meltzer & Check, LLP as Co-Lead Counsel for   the Class.      BB. On October 29, 2015, Plaintiff’s Counsel and counsel for the Initial   Defendants participated in a mediation session in New York, New York with the   Honorable Layn R. Phillips, regarding a potential resolution of the Action.    Plaintiff and the Initial Defendants were unable to reach a resolution at the   mediation, but discussions regarding a potential resolution of the Action remained   ongoing after the mediation session concluded.   CC. On December 31, 2015, Plaintiff filed a second amended complaint   (the “Second Amended Complaint”) in the Action which, among other things,   repeated the allegations in the Amended Complaint, added Centre Lane Partners,     





 






      - 10 -   LLC, as a defendant and added allegations contending that certain of the ZM   Defendants breached their fiduciary duties to Erickson and its minority   stockholders by taking advantage of the Company for their own benefit and that   certain of the Individual Defendants consciously disregarded their fiduciary duties   to the Company in connection with the Evergreen Transaction.   DD. From October 29, 2015 through January 14, 2016, the Parties, through   their respective counsel and with the assistance of the Honorable Layn R. Phillips,   engaged in intensive discussions regarding a possible settlement of the Action.    EE. On January 14, 2016, the Parties reached an agreement in principle to   settle the Action.  On January 15, 2016, the Parties notified the Court of their   agreement in principle to resolve the Action.   FF. On March 31, 2016, following additional extensive negotiations with   the assistance of the mediator, the Parties agreed in principle to certain final   settlement terms, including the allocation of the Settlement Fund between the Class   and the Company, as is reflected in this Stipulation.   GG. The Board has determined that the terms set forth in this Stipulation   are fair, reasonable, adequate, and in the best interests of the Company and its   stockholders.   HH. In connection with settlement discussions and negotiations leading to   the proposed Settlement, counsel for the Parties in the Action did not discuss the     





 






      - 11 -   amount of any application by Plaintiff’s Counsel for an award of attorneys’ fees   and Litigation Expenses until all other matters had been agreed upon.     II. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY   The Settling Defendants have vigorously denied, and continue to vigorously   deny, that they committed any wrongdoing, that they have fault or liability, or that   they caused cognizable damage to Erickson or its stockholders, deny that they   committed any violation of law, deny that the Evergreen Transaction or the ZM   Erickson Stock Transactions were in any way unfair to Erickson or its   stockholders, believed at all relevant times that they were acting properly, believe   that the Action has no merit, and maintain that they have committed no breach of   duty whatsoever in connection with the allegations in the Action.  Defendants are   entering into this Stipulation solely because they consider it desirable that the   claims against them in the Action be settled and dismissed with prejudice as   between the Parties in order to, among other things, (i) avoid the substantial   expense, inconvenience, and distraction of continued litigation; and (ii) completely   resolve and terminate all claims that were or could have been asserted against the   Settling Defendants in the Action.  Counsel for the Company has determined that   the Settlement set forth in this Stipulation is fair, reasonable, and adequate, and in   the best interests of the Company.     





 






      - 12 -   NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED,   by Plaintiff, individually and on behalf of the Class, and on behalf of Erickson, by   Erickson, and by the Settling Defendants, by and through their attorneys of record   and subject to the approval of the Court, that, pursuant to Delaware Court of   Chancery Rules 23 and 23.1 and the other conditions set forth herein, and for good   and valuable consideration set forth herein and conferred on Plaintiff and the Class   and Erickson, the Action shall be finally and fully settled, compromised, and   dismissed with prejudice as to Plaintiff and all other Class Members and Erickson,   and that each and every one of the Released Claims shall be finally and fully   compromised, settled, discharged, released, and dismissed with prejudice as to   each and every one of the Released Parties, in the manner and upon the terms and   conditions hereafter set forth:   I.   1. The following capitalized terms in this Stipulation, shall have the   meanings specified below:   Definitions   a) “Authorized Claimant” means a Class Member who held   Erickson common stock on May 1, 2013 (an “Authorized Share”) and submits a   timely, valid, and properly executed Claim Form to the Settlement Administrator,   in accordance with the requirements established by the Plan of Allocation and     





 






      - 13 -   approved by the Court, which claim is approved for payment, in whole or in part,   from the Class Fund.   b) “Court Approval” means the entry of the Judgment.   c) “Claims” mean any and all manner of claims, demands, rights,   liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest,   penalties, fines, sanctions, fees, actions, potential actions, causes of action, suits,   agreements, judgments, decrees, matters, issues and controversies of any kind,   nature or description whatsoever, for damages, injunctive relief, or any other   remedies, whether disclosed or undisclosed, accrued or unaccrued, apparent or not   apparent, foreseen or unforeseen, matured or not matured, known or unknown,   suspected or unsuspected, liquidated or not liquidated, fixed or contingent, which   now exist, or previously existed, including Unknown Claims, whether direct,   derivative, individual, class, representative, legal, equitable, or of any other type,   or in any other capacity, whether based on state, local, foreign, federal, statutory,   regulatory, common or other law or rule (including, without limitation, any claims   under federal or state securities law, federal or state antitrust law, or under state   disclosure law, all claims within the exclusive jurisdiction of the federal courts, or   any claims that could be asserted derivatively on behalf of the Company).   d) “Co-Lead Counsel” means the law firms of Prickett, Jones &   Elliott, P.A. and Kessler, Topaz, Meltzer & Check, LLP.     





 






      - 14 -   e) “Defendants” means the Settling Defendants and Erickson.   f) “Defendants’ Counsel” means the law firms of Abrams &   Bayliss, LLP; Potter Anderson & Corroon LLP; Morris, Nichols, Arsht & Tunnell   LLP; Proctor Heyman Enerio LLP; and Ropes & Gray LLP.   g) “Effective Date” means the fifth business day following the   date the Judgment becomes Final.     h) “Final” when referring to the Judgment, means entry of the   Judgment, the expiration of any time for appeal or review of the Judgment, or, if   any appeal is filed and not dismissed or withdrawn, after the Judgment is upheld on   appeal in all material respects and is no longer subject to review upon appeal or   other review, and the time for any petition for re-argument, appeal, or review of the   Judgment or any order affirming the Judgment has expired; provided, however,   that any disputes or appeals relating solely to the amount, payment, or allocation of   attorneys’ fees and Litigation Expenses amongst Plaintiff’s Counsel shall have no   effect on finality for purposes of determining the date on which the Judgment   becomes Final and shall not otherwise prevent, limit, or otherwise affect the   Judgment or prevent, limit, delay, or hinder entry of the Judgment.   i) “Immediate Family” means an individual’s spouse, parents,   siblings, children, grandparents, grandchildren; the spouses of his or her parents,   siblings, and children; and the parents and siblings of his or her spouse, and     





 






      - 15 -   includes step and adoptive relationships. As used in this paragraph, “spouse” shall   include a partner in a state-recognized domestic relationship or civil union.   j) “Judgment” means the Order and Final Judgment to be entered   in the Action substantially in the form attached as Exhibit A hereto.      k) “Litigation Expenses” means costs and expenses incurred by   Plaintiff’s Counsel in connection with commencing, prosecuting, and resolving the   Action, for which Plaintiff’s Counsel intend to apply to the Court for   reimbursement from the Settlement Amount.   l) “Notice and Administration Costs” means the costs, fees, and   expenses that are incurred in connection with providing notice to the Class.   m) “Person” means an individual, natural person, corporation,   partnership, limited liability company, limited partnership, joint venture,   association, joint stock company, estate, legal representative, trust, government (or   any political subdivision, department, or agency thereof), and any other type of   business or legal entity.   n) “Plaintiff’s Counsel” means the law firms of Prickett, Jones &   Elliott, P.A., Kessler Topaz Meltzer & Check, LLP, and Brodsky & Smith, LLC.   o) “Released Claims” means collectively each and all of the   Released Defendant Claims and each and all of the Released Plaintiff Claims.       





 






      - 16 -   p) “Released Defendant Claims” means any Claims that have been   or could have been asserted in the Action or in any court, tribunal, forum, or   proceeding by Defendants or any of them or their respective successors and assigns   against any of the Released Plaintiff Parties, which arise out of or relate in any way   to the institution, prosecution, settlement, or dismissal of the Action; provided,   however, that the Released Defendant Claims shall not include claims to enforce   the Stipulation.   q) “Released Defendant Parties” means (i) Erickson; (ii) any and   all of the Settling Defendants; (iii) Defendants’ respective past or present   Immediate Family members, affiliates, managers, members, partners, partnerships,   investment funds, subsidiaries, parents, predecessors, successors, officers,   directors, employees, financial or investment advisors, and insurers; (iv) any   person, firm, trust, investment fund, corporation, officer, director or other   individual or entity in which any Defendant or their respective past or present   Immediate Family members, affiliates, partnerships, investment funds,   predecessors, successors, predecessors-in-interest, successors-in-interest, officers,   directors, or employees has a financial interest; and (v) the legal representatives,   heirs, executors, administrators, predecessors, successors, predecessors-in-interest,   successors-in-interest, and assigns of any of the foregoing.      





 






      - 17 -   r) “Released Plaintiff Claims” means any and all Claims that are   based upon, arise out of, relate in any way to, or involve (in whole or in part) any   of the facts alleged in the Action, including Claims that were asserted in the   Second Amended Complaint, including any and all Claims which are based upon,   arise out of, relate in any way to, or involve, directly or indirectly: (A) the   Evergreen Transaction, including its negotiation, consummation, or any payments   made pursuant thereto, (B) public disclosures concerning the Evergreen   Transaction, (C) sales of Erickson stock by entities affiliated with the ZM   Defendants, and (D) any fee paid to any Defendant (or any affiliate of any   Defendant) in connection with the Evergreen Transaction.  Released Plaintiff   Claims shall not, however, include any claims to enforce the Settlement, the   Judgment, or this Stipulation, including, without limitation, the Releases.    s) “Released Parties” means collectively each and all of the   Released Defendant Parties and each and all of the Released Plaintiff Parties.   t) “Released Plaintiff Parties” means Plaintiff, all other Class   Members, and their respective counsel (including Plaintiff’s Counsel).    u) “Releases” means the releases and liability protections set forth   in Section III of this Stipulation.    v) “Settlement Amount” means the aggregate sum of eighteen   million, five-hundred thousand dollars ($18,500,000).     





 






      - 18 -   w) “Settlement” means the settlement contemplated by this   Stipulation on the terms and conditions contained herein.    x) “Settlement Class” or “Class” means any and all Erickson   stockholders on March 18, 2013, and their successors-in-interest, transferees, and   assignees, excluding Defendants and their associates, affiliates, legal   representatives, heirs, successors-in-interest, transferees and assignees.   y) “Settlement Class Member” or “Class Member” means a   member of the Settlement Class.    z) “Settlement Hearing” means the hearing to be held by the Court   to determine whether to certify the Settlement Class as a non opt-out class pursuant   to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); whether the proposed   Settlement should be approved as fair, reasonable, and adequate; whether   Plaintiff’s Counsel have adequately represented the Class; whether any objections   to the Settlement should be overruled; whether the Action should be dismissed   with prejudice as against the Released Defendant Parties; whether a Judgment   approving the Settlement should be entered in accordance with the terms of this   Stipulation; and whether and in what amount any award of attorneys’ fees and   reimbursement of Litigation Expenses should be paid to Plaintiff’s Counsel.      





 






      - 19 -   aa) “Settlement Payment Recipients” means all stockholders of   record of Erickson common stock who would be entitled to a pro rata distribution   of the Class Fund (as defined herein).   bb) “Unknown Claims” means any and all Released Plaintiff   Claims which Plaintiff or any other Class Member or Erickson does not know or   suspect to exist in his, her, or its favor at the time of the release of the Released   Plaintiff Claims against the Released Defendant Parties, which if known by him,   her, or it, might have affected his, her, or its decision(s) with respect to the   Settlement, and any and all Released Defendant Claims which any Settling   Defendant or any other Released Party does not know or suspect to exist in his,   her, or its favor at the time of the release of the Released Defendant Claims against   the Released Plaintiff Parties, which if known by him, her, or it might have   affected his, her, or its decision(s) with respect to the Settlement.  With respect to   any and all Released Plaintiff Claims and Released Defendant Claims, the Parties   stipulate and agree that upon the Effective Date, Plaintiff and the Settling   Defendants shall expressly waive, and each of the Class Members and Erickson   shall be deemed to have, and by operation of the Judgment shall have expressly,   waived, relinquished, and released any and all provisions, rights, and benefits   conferred by any law of any state or territory of the United States or other     





 






      - 20 -   jurisdiction, or principle of common law or foreign law, which is similar,   comparable, or equivalent to Cal. Civ. Code § 1542, which provides:   A general release does not extend to claims which the creditor does   not know or suspect to exist in his or her favor at the time of   executing the release, which if known by him or her must have   materially affected his or her settlement with the debtor.   Plaintiff and the Settling Defendants acknowledge, and the other Class Members   by operation of law shall be deemed to have acknowledged, that they may discover   facts in addition to or different from those now known or believed to be true with   respect to the Released Plaintiff Claims and the Released Defendant Claims, but   that it is the intention of Plaintiff and the Settling Defendants, and by operation of   law the other Class Members, to completely, fully, finally, and forever extinguish   any and all Released Plaintiff Claims and Released Defendant Claims, known or   unknown, suspected or unsuspected, which now exist, or heretofore existed, or   may hereafter exist, and without regard to the subsequent discovery of additional   or different facts.  Plaintiff and the Settling Defendants acknowledge, and the other   Class Members by operation of law shall be deemed to have acknowledged, that   the inclusion of “Unknown Claims” in the definition of Released Plaintiff Claims   and Released Defendant Claims was separately bargained for and was a key   element of the Settlement.     





 






      - 21 -   II.   2. In consideration for the full and final release, settlement, and   discharge of any and all Released Plaintiff Claims against the Released Defendant   Parties, the Parties have agreed to the following consideration:   Settlement Consideration   (a)   Upon the Effective Date, the Company, along with any and all of the   Settling Defendants shall initiate all the processes under the Company’s   Third Amended and Restated Certificate of Incorporation (the “Charter”)   and Delaware law, including without limitation the voting or consent of their   Erickson stock and, if necessary, calling a special meeting of stockholders   and soliciting proxies to obtain sufficient votes, necessary to amend the   Charter to add at Article 4 thereof two new sections, styled respectively as   section 4 and 5, the text of which appears in Exhibit B hereto (the “Charter   Amendment”), with the Charter Amendment to be implemented pursuant to   section 9A of the Charter.  In no event shall such Charter Amendment take   effect later than sixty (60) days after the Effective Date.    Charter Amendment   (b)   In connection with the Settlement and in consideration of the releases   set forth herein, the Settling Defendants shall contribute, or cause their   relevant insurers to contribute, funds equal to the Settlement Amount to an   The Settlement Fund     





 






      - 22 -   account (the “Account”) administered by Co-Lead Counsel (the “Settlement   Fund”).  The Settlement Amount shall be funded as follows:   i. Within five (5) business days after entry of an Order in the form   attached hereto as Exhibit C (the “Scheduling Order”), the Settling   Defendants shall contribute, or cause their relevant insurers to contribute,   one hundred thousand dollars ($100,000) to the Settlement Fund, provided   that Plaintiff’s Counsel has timely provided properly executed W-9 forms   and the wire transfer information necessary to facilitate a transfer of funds.    ii. Within five (5) business days after entry of the Judgment, the   Settling Defendants shall contribute, or cause their relevant insurers to   contribute, the balance of the Settlement Amount to the Settlement Fund.     Any award of attorneys’ fees and expenses to Plaintiff’s Counsel and   any costs and expenses for distribution and administration of the Account   and the Settlement Fund shall be paid from the Settlement Fund.  Of the   remainder, 80% shall be paid to eligible Class Members pursuant to the Plan   of Allocation attached as Exhibit D hereto (the “Class Fund”) and 20% shall   be paid to the Company.     i. The Settlement Fund, including all interest accruing thereon,   shall be deemed to be in the custody of the Court and will remain subject to   Administration of the Settlement Fund     





 






      - 23 -   the jurisdiction of the Court until such time as it is distributed as provided   for in this Stipulation or by Order of the Court.  Any funds in the Settlement   Fund shall be invested in United States Treasury Bills (or a mutual fund   invested solely in such instruments) and shall collect and reinvest all interest   accrued thereon, except that any residual cash balances of less than $250,000   may be invested in an account that is fully insured by the United States   Government or any agency thereof, including the FDIC.  In the event that   the yield on United States Treasury Bills is negative, in lieu of purchasing   such Treasury Bills, all or any portion of the funds held in the Settlement   Fund may be deposited in a non-interest bearing account that is fully insured   by the United States Government or any agency thereof, including the FDIC.     ii. The Settlement Fund is intended to be a “qualified settlement   fund” within the meaning of Treasury Regulation § 1.468B-1, and the   Parties shall so treat it, and Co-Lead Counsel, as administrators of the   Settlement Fund within the meaning of Treasury Regulation § 1.468B-   2(k)(3), shall be responsible for filing tax returns for the Settlement Fund   and paying from the Account any taxes, including any interest or penalties   thereon (the “Taxes”), owed with respect to the Settlement Fund.  In   addition, the Parties, as required, shall do all things that are necessary or   advisable to carry out the provisions of this Paragraph.     





 






      - 24 -   iii. All Taxes arising with respect to the income earned by the   Settlement Fund, including any Taxes or tax treatments that may be imposed   with respect to any income earned by the Settlement Fund for any period   during which the Settlement Fund does not qualify as a qualified settlement   fund for federal or state income tax purposes and any expenses and costs   incurred in connection with the payment of taxes pursuant to this Paragraph   (including, without limitation, expenses of tax attorneys and/or accountants   and mailing, administration and distribution costs and expenses relating to   the filing, of all necessary or advisable tax returns (the “Tax Expenses”)),   shall be paid out of the Class Fund.  Co-Lead Counsel shall timely and   properly file all informational and other tax returns necessary or advisable   with respect to the Settlement Fund and the distributions and payments   therefrom, including, without limitation, the tax returns described in Treas.   Reg. § 1.468B-2(k), and to the extent applicable, Treas. Reg. § 1.468B-2(l).    All tax returns shall be consistent with the terms herein and in all events   shall reflect that all taxes on the income earned by the Settlement Fund shall   be paid out of the Class Fund.  Co-Lead Counsel are authorized to withdraw   from the Account amounts necessary to pay Taxes and Tax Expenses.       





 






      - 25 -   (d)    i. Co-Lead Counsel shall retain, at the expense of the Class Fund,   a Settlement administrator (the “Settlement Administrator”), which shall,   subject to the approval of the Court, oversee administration and distribution   of the Class Fund.  The Settlement Administrator shall discharge its duties   under the supervision of Co-Lead Counsel and subject to the jurisdiction of   the Court.  The Settlement Administrator will administer and distribute the   Class Fund pursuant to the Plan of Allocation attached as Exhibit D hereto.    Defendants and their affiliates, associates and Immediate Family members   shall not receive any proceeds from the Class Fund.  Other than the   Company’s obligation to use reasonable best efforts to assist the Settlement   Administrator in obtaining the Company’s relevant transfer records   identifying all accounts in which Defendants, their affiliates and Immediate   Family members held shares of Erickson common stock, as provided herein,   the Settling Defendants and Defendants’ Counsel shall have no   responsibility for the distribution of the Class Fund and shall have no   liability in connection therewith.   Distribution of the Class Fund   ii.  Within ten (10) business days after the retention of the   Settlement Administrator or execution of this Stipulation, whichever is later,   Erickson shall provide or cause to be provided to the Settlement     





 






      - 26 -   Administrator the Company’s relevant lists of stockholders and transfer   records in electronic form suitable to the Settlement Administrator (such   lists to be used solely for the purposes of administering the Class Fund and   providing notice to the Class and Erickson stockholders).  Such lists shall   provide separate fields for First Name, Last Name, Street Address, City,   State, Zip Code and shares held as of the holding date (if available).  In   addition, all Settling Defendants shall provide or cause to be provided to the   Settlement Administrator all information sufficient to reasonably identify the   number of shares of Erickson common stock held by each of the Settling   Defendants and their associates, affiliates and Immediate Family members   on May 1, 2013 and the account information for such shares to ensure such   shares are excluded from any payment from the Class Fund.   iii. Any Class Member seeking payment from the Class Fund shall   submit a Proof of Claim form, attached as Exhibit E hereto (“Claim Form”),   and supporting documentation sufficient to establish entitlement to share in   the Settlement (collectively, a “Proof of Claim”), to the Settlement   Administrator, addressed to Erickson, Inc. Settlement, c/o Settlement   Administrator, P.O. Box 1237, Blue Bell, PA 19422, and postmarked no   later than 120 days after the mailing of the Notice of Pendency and Proposed   Settlement of Class and Derivative Action (the “Notice”), substantially in     





 






      - 27 -   the form attached hereto as Exhibit F.  The Settlement Administrator shall   maintain a Settlement website at   www.claimsinformation.com/erickson.aspx, and a toll-free number, 1-800-   222-2760, through which any Class Member may request that a Claim Form   be mailed to it.   iv. All Class Members who fail to submit valid and timely Proofs   of Claim will be barred from participating in the distribution of the Class   Fund but otherwise will be bound by all of the terms of the Stipulation,   including the terms of any final orders or judgments entered and the releases   given to Defendants and the other Released Parties.   v. Payment pursuant to the Plan of Allocation approved by the   Court shall be conclusive against all Authorized Claimants.  No person shall   have any claim against Plaintiff, Plaintiff’s Counsel, the Settlement   Administrator, or any other agent designated by Plaintiff’s Counsel, which   arises from or relates to distributions made substantially in accordance with   the Stipulation, the Plan of Allocation, or further orders of the Court.    Plaintiff, Defendants, and all other Released Parties shall have no   responsibility or liability whatsoever for the investment or distribution of the   Settlement Fund, the Class Fund, the Plan of Allocation, the determination,   administration, calculation, or payment of any claim or nonperformance of     





 






      - 28 -   the Settlement Administrator, the payment or withholding of taxes owed by   the Settlement Fund, or any losses incurred in connection therewith, except   as otherwise provided in the Stipulation.   vi. The Class Fund will not be distributed to Authorized Claimants   until the Court has approved the Settlement and the proposed Plan of   Allocation (or such other allocation plan as the Court may approve), and the   Judgment approving the Settlement becomes Final.    vii. Defendants shall not be entitled to a return of any portion of the   Class Fund once the Court’s Judgment approving the Settlement becomes   Final.  Defendants shall not have any liability, obligation, or responsibility   for the administration of the Settlement or disbursement of the Class Fund or   the Plan of Allocation.   viii. Approval of the Settlement is independent from approval of the   Plan of Allocation.  Any determination by the Court with respect to the Plan   of Allocation will not affect the Settlement, if approved.   ix. The Parties shall not oppose reservation of jurisdiction by the   Court: (a) to allow, disallow, or adjust on equitable grounds the claim of any   Class Member; or (b) to modify the Plan of Allocation without further notice   to Settlement Class Members.  Any Court orders regarding a modification of   the Plan of Allocation will be posted on the Settlement website,     





 






      - 29 -   www.claimsinformation.com/erickson.aspx, by the Settlement   Administrator.     x. The formulas set forth in the Plan of Allocation are not intended   to estimate the amount a Class Member might have been able to recover   after a trial in the Action; nor do they provide an estimate of the amount that   will be paid to Authorized Claimants pursuant to the Settlement.  The   formulas are the basis upon which the Class Fund will be proportionately   allocated to Authorized Claimants.   xi. Distributions from the Class Fund will be made to Authorized   Claimants after all claims have been processed and after the Judgment   approving the Settlement becomes Final.  All checks shall become stale 120   days from the date of issuance, at which time all funds remaining for such   stale checks shall be irrevocably forfeited.   xii. After reasonable and diligent efforts have been made to   distribute the Class Fund to eligible Class Members who submitted timely   and valid Proofs of Claim in accordance with the Plan of Allocation, if any   funds remain in the Class Fund after payment of the Distribution, as defined   in the Plan of Allocation, to each Authorized Claimant, then Plaintiff’s   Counsel may petition the Court for reimbursement of any further   administration expenses and attorneys’ fees and expenses incurred in     





 






      - 30 -   connection with administration of the Settlement.  There will be no further   distributions to Authorized Claimants.  If any funds remain in the Class   Fund after payment of the Distribution to each Authorized Claimant and   reimbursement of administrative expenses and attorneys’ fees and expenses,   they shall escheat to the State of Delaware.    III.   3. Upon the entry of the Judgment, the Action shall be dismissed with   prejudice, on the merits and without costs (except as provided herein).     Scope of the Settlement   4. Upon the Effective Date, Erickson, Plaintiff, and all Class Members,   on behalf of Erickson and themselves, their legal representatives, heirs, executors,   administrators, estates, predecessors, successors, predecessors-in-interest,   successors-in-interest, and assigns, and any person or entity acting for or on behalf   of, or claiming under, any of them, and each of them, shall thereupon fully, finally,   and forever, release, settle, and discharge the Released Defendant Parties from and   with respect to every one of the Released Plaintiff Claims, and shall thereupon be   forever barred and enjoined from commencing, instituting, or prosecuting any   Released Plaintiff Claims against any of the Released Defendant Parties.   5. Upon the Effective Date, each of the Settling Defendants and any   person or entity acting for or on behalf of, or claiming under, any of them, and   each of them, shall thereupon fully, finally, and forever, release, settle, and     





 






      - 31 -   discharge the Released Plaintiff Parties from and with respect to every one of the   Released Defendant Claims, and shall thereupon be forever barred and enjoined   from commencing, instituting, or prosecuting any of the Released Defendant   Claims against any of the Released Plaintiff Parties.   IV.   6. As soon as practicable after this Stipulation has been executed, the   Parties shall (1) take all steps necessary to stay the Action pending further order of   the Court;  (2) jointly apply to the Court for entry of the Scheduling Order,   providing for, among other things: (a) the dissemination of the Notice; (b) the   posting of the Notice to publicly available websites maintained by the Company   and by Kessler, Topaz, Meltzer & Check, LLP; and (c) the scheduling of the   Settlement Hearing to consider: (i) the proposed Settlement, (ii) the joint request of   the Parties that the Judgment be entered substantially in the form attached hereto as   Exhibit A, and (iii) Plaintiff’s Counsel’s application for an award of attorneys’ fees   and Litigation Expenses, and any objections to any of the foregoing; and (3) take   all reasonable and appropriate steps to seek and obtain entry of the Scheduling   Order.  At the Settlement Hearing, the Parties shall jointly request that the   Judgment be entered and shall take all reasonable and appropriate steps to obtain   Final entry of the Judgment substantially in the form attached hereto as Exhibit A.     Submission of the Settlement to the Cour t for  Approval     





 






      - 32 -   7. The Parties acknowledge and agree that Plaintiff’s Counsel shall be   responsible for disseminating the Notice, and that all Notice and Administration   Costs shall be paid from the Settlement Fund, regardless of whether the Settlement   obtains Court Approval or any conditions of the Settlement are not satisfied.     V.   8. This Settlement shall be subject to the following conditions, which the   Parties shall use their best efforts to achieve:   Conditions of Settlement    (a) the Court enters the Scheduling Order substantially in the form   attached hereto as Exhibit C;   (b) the Court enters the Judgment substantially in the form attached   hereto as Exhibit A; and   (c) the Effective Date shall have occurred.   VI.   9. Plaintiff’s Counsel intends to apply to the Court for a collective award   of attorneys’ fees, which shall be no greater than the amount set forth in the Notice   attached hereto as Exhibit F (the “Fee Application”).  Plaintiff’s Counsel also will   apply to the Court for reimbursement of Litigation Expenses (the “Expense   Reimbursement Application”).  As of the execution of this Stipulation, the Parties   have not discussed the amount of any application by Plaintiff’s Counsel for an   award of attorneys’ fees and Litigation Expenses.  The Settling Defendants reserve   Attorneys’ Fees and Expenses     





 






      - 33 -   all rights and all grounds to object to, to oppose, to consent to, or to take no   position on the amount of fees and Litigation Expenses sought by Plaintiff’s   Counsel in the Fee Application and the Expense Reimbursement Application,   except that Defendants agree that the efforts of Plaintiff and Plaintiff’s Counsel   were the sole cause of the Settlement.  The Settling Defendants agree to oppose   any objection to the Settlement.   10. Plaintiff’s Counsel will make no other application for an award of   attorneys’ fees or Litigation Expenses other than the Fee Application, the Expense   Reimbursement Application or for reimbursement of expenses and attorneys’ fees   and expenses incurred in connection with administration of the Settlement.     11. The Parties acknowledge and agree that any award of attorneys’ fees   and Litigation Expenses by the Court to Plaintiff’s Counsel shall be paid solely out   of the Settlement Fund and shall be paid within one (1) business day after the   balance of the Settlement Amount is paid pursuant to Section II. 2. (b) (ii) above   (the “Fee and Expense Award”), subject to Plaintiff’s Counsel’s joint and several   obligation to refund or repay within fifteen (15) business days any amounts paid  if   as a result of any appeal and/or further proceedings on remand, or successful   collateral attack, the amount awarded is overturned or reduced.  No Defendant   shall bear responsibility for paying the Fee and Expense Award.  The Settling   Defendants and Released Defendant Parties shall bear no other expenses, costs,     





 






      - 34 -   damages, or fees alleged or incurred by Plaintiff, Erickson, or by any Class   Member, or by any of their attorneys, experts, advisors, agents, or representatives,   and the Settling Defendants and Released Defendant Parties shall have no   responsibility for, and no liability with respect to, the fee and/or expense allocation   among Plaintiff’s Counsel and/or any other person who may assert any claim   thereto.   12. It is not a condition of the Settlement that the Fee Application and the   Expense Reimbursement Application be granted.  The Fee Application and the   Expense Reimbursement Application may be considered separately from the   proposed Settlement.  Any disapproval or modification of the Fee Application   and/or the Expense Reimbursement Application by the Court or on appeal shall not   affect or delay the enforceability of the Settlement, provide any of the Parties with   the right to terminate the Settlement, or affect or delay the binding effect or finality   of the Judgment and the release of the Released Plaintiff Claims.  Final resolution   of the Fee Application and/or the Expense Reimbursement Application shall not be   a condition to the dismissal, with prejudice, of the Action or effectiveness of the   releases of the Released Plaintiff Claims.     13. Plaintiff’s Counsel warrant that no portion of any award of attorneys’   fees or Litigation Expenses shall be paid to Plaintiff or any Class Member, except   as approved by the Court.  Plaintiff’s Counsel shall allocate the Fee and Expense     





 






      - 35 -   Award amongst Plaintiff’s Counsel in a manner which they, in good faith, believe   reflects the contributions of such counsel to the prosecution and settlement of the   Action.     VII.   14. Plaintiff and Defendants agree to stay the proceedings in the Action   and to stay and not to initiate any other proceedings other than those incident to the   Settlement itself pending the occurrence of the Effective Date.     Stay Pending Cour t Approval   VIII.   15. If either (a) the Court declines to enter the Scheduling Order in any   material respect; (b) the Court declines to enter the Judgment in any material   respect; (c) the Court enters the Judgment but on or following appellate review,   remand, collateral attack, or other proceedings the Judgment is modified or   reversed in any material respect; or (d) any of the other conditions of Section V are   not satisfied, this Stipulation shall be cancelled and terminated, unless counsel for   each of the Parties, within ten (10) business days from receipt of such ruling or   event, agrees in writing with counsel for the other Parties to proceed with this   Stipulation and the Settlement, including only with such modifications, if any, as to   which all other Parties in their sole judgment and discretion may agree.  For   purposes of this Paragraph, an intent to proceed shall not be valid unless it is   expressed in a signed writing.  Neither a modification nor a reversal on appeal of   Termination of Settlement; Effect of Termination     





 






      - 36 -   the amount of fees, costs, and expenses awarded by the Court to Plaintiff’s Counsel   shall be deemed a material modification of the Judgment or this Stipulation.     16. If the Effective Date does not occur, or if this Stipulation is   disapproved, canceled, or terminated pursuant to its terms, or the Settlement   otherwise does not become final for any reason, all of the Parties shall be deemed   to have reverted to their respective litigation status immediately prior to January   14, 2016, and they shall proceed in all respects as if the Stipulation had not been   executed and the related orders had not been entered, and in that event all of their   respective claims and defenses as to any issue in the Action shall be preserved   without prejudice and all funds paid into the Settlement Fund (other than   administrative fees and expenses already expended, including Notice and   Administration Costs) shall revert back to the contributor(s) of such funds;   provided, however, that Paragraph 21 shall remain in full effect.     IX.   17. All of the exhibits attached hereto are material and integral parts   hereof and shall be incorporated by reference as though fully set forth herein.   Miscellaneous Provisions   18. This Stipulation may not be amended or modified, nor may any of its   provisions be waived, except by a written instrument signed by counsel for all   Parties or their successors-in-interest.       





 






      - 37 -   19. The headings herein are used for the purpose of convenience only and   are not meant to have legal effect.   20. The Parties represent and agree that the terms of the Settlement were   negotiated at arm’s-length and in good faith by the Parties, and reflect a settlement   that was reached voluntarily based upon adequate information and sufficient   discovery and after consultation with experienced legal counsel.       21. Each Party denies any and all allegations that the Party committed   wrongdoing, that the Party has fault or liability, or that the Party caused damage in   the Action.  The Parties covenant and agree that neither this Stipulation, nor the   fact or any terms of the Settlement, or any communications relating thereto, is   evidence, or an admission or concession by any Party or their counsel, Class   Member, or any other Released Defendant Party or Released Plaintiff Party, of any   fault, liability, or wrongdoing whatsoever, as to any facts or claims alleged or   asserted in the Action, or as to the validity or merit of any of the claims or defenses   alleged or asserted in the Action.  This Stipulation is not a finding or evidence of   the validity or invalidity of any claims or defenses in the Action, any wrongdoing   by any Party, Class Member, or other Released Defendant Party or Released   Plaintiff Party, or any damages or injury to any Party, Class Member, or other   Released Defendant Party or Released Plaintiff Party.  Neither this Stipulation, nor   any of the terms and provisions of this Stipulation, nor any of the negotiations or     





 






      - 38 -   proceedings in connection therewith, nor any of the documents or statements   referred to herein or therein, nor the Settlement, nor the fact of the Settlement, nor   the Settlement proceedings, nor any statements in connection therewith, (a) shall   (i) be argued to be, used, or construed as, offered, or received in evidence as, or   otherwise constitute an admission, concession, presumption, proof, evidence, or a   finding of any liability, fault, wrongdoing, injury, or damages, or of any wrongful   conduct, acts, or omissions on the part of any of the Released Defendant Parties or   Released Plaintiff Parties, or of any infirmity of any defense, or of any damage to   Plaintiff or any other Class Member, or (ii) otherwise be used to create or give rise   to any inference or presumption against any of the Released Defendant Parties or   Released Plaintiff Parties concerning any fact or any purported liability, fault, or   wrongdoing of the Released Defendant Parties or Released Plaintiff Parties or any   injury or damages to any person or entity; or (b) shall otherwise be admissible,   referred to, or used in any proceeding of any nature, for any purpose whatsoever;   provided, however, that the Stipulation and/or Judgment may be introduced in any   proceeding, whether in the Court or otherwise, as may be necessary to argue and   establish that the Stipulation and/or Judgment has res judicata, collateral estoppel,   or other issue or claim preclusion effect or to otherwise consummate or enforce the   Settlement and/or Judgment or to secure any insurance rights or proceeds of any of   the Released Defendant Parties or Released Plaintiff Parties.       





 






      - 39 -   22. The consummation of the Settlement as embodied in this Stipulation   shall be under the authority of the Court, and the Court shall retain jurisdiction for   the purpose of entering orders providing for an award of attorneys’ fees and   Litigation Expenses to Plaintiff’s Counsel and enforcing the terms of this   Stipulation.   23. To the extent permitted by law, all agreements made and orders   entered during the course of the Action relating to the confidentiality of documents   or information, including, without limitation, the Stipulation and Order Governing   the Production and Exchange of Confidential Information so-ordered by the Court   on May 21, 2014, shall survive this Stipulation.   24. The waiver by any Party of any breach of this Stipulation by any other   Party shall not be deemed a waiver of any other prior or subsequent breach of any   provision of this Stipulation by any other Party.   25. This Stipulation and the exhibits attached hereto constitute the entire   agreement among the Parties and supersede any prior agreements among the   Parties with respect to the subject matter hereof.  No representations, warranties, or   inducements have been made to or relied upon by any Party concerning this   Stipulation or its exhibits, other than the representations, warranties, and covenants   expressly set forth in such documents.     





 






      - 40 -   26. This Stipulation may be executed in one or more counterparts,   including by facsimile and electronic mail or as an original signature by any of the   signatories hereto, and as so executed shall constitute one agreement.     27. The Parties and their respective counsel of record agree that they will   use their reasonable best efforts to obtain all necessary approvals of the Court   required by this Stipulation (including, without limitation, using their reasonable   best efforts to resolve any objections raised to the Settlement) and a dismissal with   prejudice of the Action.   28. Plaintiff’s Counsel and Defendants’ Counsel agree to cooperate fully   with one another and use best efforts in seeking Court Approval of the Scheduling   Order, the Stipulation, and the Settlement, and to promptly agree upon and execute   all such other documentation as may be reasonably required to obtain final   approval by the Court of the Settlement.   29. Plaintiff and Plaintiff’s Counsel represent and warrant that Plaintiff is   a member of the Settlement Class and that none of Plaintiff’s claims or causes of   action referred to in this Stipulation have been assigned, encumbered, or otherwise   transferred in any manner in whole or in part.   30. Each counsel signing this Stipulation represents and warrants that   such counsel has been duly empowered and authorized to sign this Stipulation on   behalf of his or her clients.     





 






      - 41 -   31. This Stipulation shall not be construed more strictly against one Party   than another merely by virtue of the fact that it, or any part of it, may have been   prepared by counsel for one of the Parties, it being recognized that it is the result of   arm’s-length negotiations between the Parties, and all Parties have contributed   substantially and materially to the preparation of this Stipulation.   32. This Stipulation is, and shall be binding upon and shall inure to the   benefit of, the Released Defendant Parties and the Released Plaintiff Parties   (including the Class Members) and the respective legal representatives, heirs,   executors, administrators, transferees, successors, agents, and assigns of all such   foregoing persons and entities and upon any corporation, partnership, or other   entity into or with which any party may merge, consolidate, or reorganize.   33. Except for attorney notes, attorney work product, attorney-client   communications, communications between or among counsel and their experts,   pleadings, other court submissions and transcripts of depositions, the Parties agree   to destroy or to return all discovery obtained from each other within thirty (30)   days after the Effective Date.   34. This Stipulation, the Settlement, and any and all disputes arising out   of or relating in any way to this Stipulation or Settlement, whether in contract, tort,   or otherwise, shall be governed by and construed in accordance with the laws of   the State of Delaware, without regard to conflicts of law principles.  Any action or     





 






      - 42 -   proceeding arising out of or relating in any way to this Stipulation or the   Settlement, or to enforce any of the terms of the Stipulation or Settlement, shall (i)   be brought, heard, and determined exclusively in the Court, which shall retain   jurisdiction over the Parties and all such disputes (provided that, in the event that   subject matter jurisdiction is unavailable in the Court, then any such action or   proceeding shall be brought, heard and determined exclusively in any other state or   federal court sitting in Wilmington, Delaware) and (ii) not be litigated or otherwise   pursued in any forum or venue other than the Court (or, if subject matter   jurisdiction is unavailable in the Court, then in any forum or venue other than any   other state or federal court sitting in Wilmington, Delaware); provided, however,   that the Stipulation and/or Judgment may be introduced in any proceeding, whether   in the Court or otherwise, as may be necessary to argue and establish that the   Stipulation and/or Judgment has res judicata, collateral estoppel, or other issue or   claim preclusion effect or to otherwise consummate or enforce the Settlement   and/or Judgment or to secure any insurance rights or proceeds of any of the   Released Defendant Parties or Released Plaintiff Parties.  Each party hereto (1)   consents to personal jurisdiction in any such action (but in no other action) brought   in this Court; (2) consents to service of process by registered mail upon such party   and/or such party’s agent; (3) waives any objection to venue in this Court and any   claim that Delaware or this Court is an inconvenient forum; and (4) EXPRESSLY     





 






      - 43 -   WAIVES ANY RIGHT TO DEMAND A JURY TRIAL AS TO ANY DISPUTE   DESCRIBED IN THIS PARAGRAPH.          OF COUNSEL:      KESSLER TOPAZ       MELTZER & CHECK, LLP   Eric L. Zagar   Matthew A. Goldstein   280 King of Prussia Road   Radnor, Pennsylvania 19087   (610) 667-7706      BRODSKY & SMITH, LLC   Jason Brodsky   Evan J. Smith   Jordan A. Schatz   Two Bala Plaza, Suite 602   Bala Cynwyd, Pennsylvania 19004   (610) 667-6200      PRICKETT, JONES & ELLIOTT, P.A.      By:   Michael Hanrahan (#941)   /s/ Paul A. Fioravanti, Jr.                           Paul A. Fioravanti, Jr. (#3808)   Kevin H. Davenport (#5327)   1310 North King Street   Wilmington, Delaware 19801   (302) 888-6500      Attorneys for Plaintiff Edward Montgomery            POTTER ANDERSON & CORROON LLP      By:   Donald J. Wolfe, Jr.  (#285)   /s/ Timothy R. Dudderar                                  Timothy R. Dudderar (#3890)   Christopher N. Kelly (#5717)   Hercules Plaza – 6th Floor   1313 N. Market Street   P.O. Box 951   Wilmington, Delaware 19899   (302) 984-6000      Attorneys for Defendants Hank Halter, Gary Scott,   Meredith Siegfried, and James Welch              





 






      - 44 -      PROCTOR HEYMAN ENERIO LLP         By:     Kurt M. Heyman (#3054)   /s/ Patricia L. Enerio                                  Patricia L. Enerio (#3728)   300 Delaware Avenue, Suite 200   Wilmington, Delaware 19801   (302) 472-7300      Attorneys for Nominal Defendant Erickson   Incorporated and Defendant EAC Acquisition   Corporation     





 






      - 45 -         OF COUNSEL:      ROPES & GRAY LLP   Robert G. Jones   Prudential Tower   800 Boylston Street   Boston, MA 02199   (617) 951-7000      and      ROPES & GRAY LLP   Martin J. Crisp   1211 Avenue of the Americas   New York, New York 10036   (212) 596-9000      ABRAMS & BAYLISS LLP      By:   A. Thompson Bayliss (#4379)   /s/ A. Thompson Bayliss                                  Sarah E. Hickie (#5833)   20 Montchanin Road, Suite 200   Wilmington, Delaware 19807   (302) 778-1000      Attorneys for Defendants Quinn Morgan,   Kenneth Lau, ZM Private Equity Fund I,   L.P., ZM Private Equity Fund II, L.P., ZM   EAC LLC, Centre Lane Partners, LLC, and   10th Lane Finance Co., LLC    MORRIS, NICHOLS, ARSHT &    TUNNELL LLP      By:   William M. Lafferty (#2755)   /s/ Kevin M. Coen                                           Kevin M. Coen (#4775)   1201 North Market Street, 18th Floor   P.O. Box 1347   Wilmington, Delaware 19899   (302) 658-9200      Attorneys for Defendant Udo Rieder            





 






                              EXHIBIT A                                





 






EXHIBIT A   IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE   EDWARD MONTGOMERY, On   Behalf of Himself and All Others   Similarly Situated and Derivatively on   Behalf of Nominal Defendant   ERICKSON INCORPORATED,    Plaintiff,   v.   ERICKSON INCORPORATED, f/k/a   ERICKSON AIR-CRANE, INC.,   QUINN MORGAN, KENNETH LAU,   UDO RIEDER, HANK HALTER,   GARY R. SCOTT, MEREDITH R.   SIEGFRIED, JAMES L. WELCH, ZM   PRIVATE EQUITY FUND I, L.P., ZM   PRIVATE EQUITY FUND II, L.P., ZM   EAC LLC, EAC ACQUISITION   CORPORATION, CENTRE LANE   PARTNERS, LLC and 10th LANE   FINANCE CO., LLC,   Defendants.   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )         C.A. No. 8784-VCL   ORDER AND FINAL JUDGMENT   On this _____ day of _____________, 2016, a hearing having been held   before this Court to determine whether the terms and conditions of the Stipulation   and Agreement of Compromise, Settlement, and Release dated June 13, 2016 (the   “Stipulation”),1 which is incorporated herein by reference, and the terms and   1 Capitalized terms (other than proper nouns) that are not defined herein shall have   the meanings set forth in the Stipulation.   EFiled:  Jun 13 2016 04:25PM EDT   Transaction ID 59135924   Case No. 8784-VCL     





 






       2   conditions of the settlement proposed in the Stipulation (the “Settlement”), are fair,   reasonable, and adequate for the settlement of all Released Claims (defined below)   that were or could have been asserted in the above-captioned stockholder class and   derivative action (the “Action”); and whether an order and final judgment should   be entered in the Action; and the Court having considered all matters submitted to   it at the hearing and otherwise and for the reasons stated herein.   NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND   DECREED THAT:   1. The mailing of the Notice of Pendency and Proposed Settlement of   Class and Derivative Action (the “Notice”) pursuant to and in the manner   prescribed in the Scheduling Order entered on ________________, 2016 (the   “Scheduling Order”), which was done by first class mail on _______________,   2016, is hereby determined to be the best notice practicable under the   circumstances and in full compliance with Rules 23 and 23.1 of the Rules of the   Court of Chancery, the requirements of due process, and applicable law.  It is   further determined that all members of the Class (defined below) are bound by this   Order and Final Judgment (the “Judgment”).   2. The Court confirms that the Action is a proper class action pursuant to   Rules 23(a), 23(b)(1), and 23(b)(2) of the Rules of the Court of Chancery and   confirms its prior certification of a Class as consisting of:     





 






       3   All stockholders of Erickson on March 18, 2013, and their successors-   in-interest, transferees, and assignees, excluding Defendants and their   associates, affiliates, legal representatives, heirs, successors-in-   interest, transferees and assignees.      3. Specifically, the Court finds that (a) the Class is so numerous that   joinder of all members is impracticable; (b) there are common issues of fact and   law sufficient to satisfy Rule 23(a)(2), including whether the Settling Defendants2   breached their fiduciary duties to Class Members, and whether Plaintiff and the   Class Members were injured as a consequence of the Settling Defendants’ actions;   (c) the claims of the representative Plaintiff are typical of the claims of absent   Class Members in that they all arise from the same allegedly wrongful course of   conduct and are based on the same legal theories, satisfying Rule 23(a)(3).  The   representative Plaintiff and Plaintiff’s Counsel are adequate representatives of the   Class, satisfying Rule 23(a)(4).  The prosecution of separate actions by individual   Class Members would create a risk of inconsistent adjudications which would   establish incompatible standards of conduct for the Settling Defendants, and, as a   practical matter, the disposition of the Action will influence the disposition of any   pending or future identical cases brought by other Class Members, satisfying Rule   23(b)(1); and there were allegations that Defendants acted or refused to act on   grounds generally applicable to the Class, satisfying Rule 23(b)(2).                                                             2 “Settling Defendants” means all of the named defendants except for nominal   defendant Erickson Incorporated.       





 






       4   4. Plaintiff Edward Montgomery is confirmed as Class Representative,   as previously ordered by this Court on October 5, 2015.     5. The Settlement of the Action as provided for in the Stipulation is   approved as fair, reasonable, and adequate, and in the best interests of Plaintiff, the   Class and the Company.     6. The Parties to the Stipulation are hereby authorized and directed to   consummate the Settlement in accordance with the terms and provisions of the   Stipulation, and the Register in Chancery is directed to enter and docket this   Judgment.    7. “Claims” mean any and all manner of claims, demands, rights,   liabilities, losses, obligations, duties, damages, costs, debts, expenses, interest,   penalties, fines, sanctions, fees, actions, potential actions, causes of action, suits,   agreements, judgments, decrees, matters, issues and controversies of any kind,   nature or description whatsoever, for damages, injunctive relief, or any other   remedies, whether disclosed or undisclosed, accrued or unaccrued, apparent or not   apparent, foreseen or unforeseen, matured or not matured, known or unknown,   suspected or unsuspected, liquidated or not liquidated, fixed or contingent, which   now exist, or previously existed, including Unknown Claims, whether direct,   derivative, individual, class, representative, legal, equitable, or of any other type,   or in any other capacity, whether based on state, local, foreign, federal, statutory,     





 






       5   regulatory, common or other law or rule (including, without limitation, any claims   under federal or state securities law, federal or state antitrust law, or under state   disclosure law, all claims within the exclusive jurisdiction of the federal courts, or   any claims that could be asserted derivatively on behalf of the Company).   8. “Released Claims” means collectively each and all of the Released   Defendant Claims and each and all of the Released Plaintiff Claims.   9. “Released Defendant Claims” means any Claims that have been or   could have been asserted in the Action or in any court, tribunal, forum, or   proceeding by Defendants or any of them or their respective successors and assigns   against any of the Released Plaintiff Parties, which arise out of or relate in any way   to the institution, prosecution, settlement, or dismissal of the Action; provided,   however, that the Released Defendant Claims shall not include claims to enforce   the Stipulation.   10. “Released Plaintiff Claims” means any and all Claims that are based   upon, arise out of, relate in any way to, or involve (in whole or in part) any of the   facts alleged in the Action, including Claims that were asserted in the Second   Amended Complaint, including any and all Claims which are based upon, arise out   of, relate in any way to, or involve, directly or indirectly: (A) the Evergreen   Transaction, including its negotiation, consummation, or any payments made   pursuant thereto, (B) public disclosures concerning the Evergreen Transaction, (C)     





 






       6   sales of Erickson stock by entities affiliated with the ZM Defendants, and (D) any   fee paid to any Defendant (or any affiliate of any Defendant) in connection with   the Evergreen Transaction.  Released Plaintiff Claims shall not, however, include   any claims to enforce the Settlement, this Judgment, or the Stipulation, including,   without limitation, the Releases.   11. “Released Parties” means collectively each and all of the Released   Defendant Parties and each and all of the Released Plaintiff Parties.   12. “Released Defendant Parties” means (i) Erickson; (ii) any and all of   the Settling Defendants; (iii) Defendants’ respective past or present Immediate   Family members, affiliates, managers, members, partners, partnerships, investment   funds, subsidiaries, parents, predecessors, successors, officers, directors,   employees, financial or investment advisors, and insurers; (iv) any person, firm,   trust, investment fund, corporation, officer, director or other individual or entity in   which any Defendant or their respective past or present Immediate Family   members, affiliates, partnerships, investment funds, predecessors, successors,   predecessors-in-interest, successors-in-interest, officers, directors, or employees   has a financial interest; and (v) the legal representatives, heirs, executors,   administrators, predecessors, successors, predecessors-in-interest, successors-in-   interest, and assigns of any of the foregoing.     





 






       7   13. “Released Plaintiff Parties” means Plaintiff, all other Class Members,   and their respective counsel (including Plaintiff’s Counsel).   14. “Releases” means the releases and liability protections set forth in   Paragraphs 17 and 18 of this Order and Final Judgment.   15. “Unknown Claims” means any and all Released Plaintiff Claims   which Plaintiff or any other Class Member or Erickson does not know or suspect to   exist in his, her, or its favor at the time of the release of the Released Plaintiff   Claims against the Released Defendant Parties, which if known by him, her, or it,   might have affected his, her, or its decision(s) with respect to the Settlement, and   any and all Released Defendant Claims which any Settling Defendant or any other   Released Party does not know or suspect to exist in his, her, or its favor at the time   of the release of the Released Defendant Claims against the Released Plaintiff   Parties, which if known by him, her, or it might have affected his, her, or its   decision(s) with respect to the Settlement.  With respect to any and all Released   Plaintiff Claims and Released Defendant Claims, the Parties stipulate and agree   that upon the Effective Date, Plaintiff and the Settling Defendants shall expressly   waive, and each of the Class Members and Erickson shall be deemed to have, and   by operation of this Judgment shall have expressly, waived, relinquished, and   released any and all provisions, rights, and benefits conferred by any law of any   state or territory of the United States or other jurisdiction, or principle of common     





 






       8   law or foreign law, which is similar, comparable, or equivalent to Cal. Civ. Code §   1542, which provides:   A general release does not extend to claims which the creditor does   not know or suspect to exist in his or her favor at the time of   executing the release, which if known by him or her must have   materially affected his or her settlement with the debtor.      Plaintiff and the Settling Defendants acknowledge, and the other Class Members   by operation of law shall be deemed to have acknowledged, that they may discover   facts in addition to or different from those now known or believed to be true with   respect to the Released Plaintiff Claims and the Released Defendant Claims, but   that it is the intention of Plaintiff and the Settling Defendants, and by operation of   law the other Class Members, to completely, fully, finally, and forever extinguish   any and all Released Plaintiff Claims and Released Defendant Claims, known or   unknown, suspected or unsuspected, which now exist, or heretofore existed, or   may hereafter exist, and without regard to the subsequent discovery of additional   or different facts.  Plaintiff and the Settling Defendants acknowledge, and the other   Class Members by operation of law shall be deemed to have acknowledged, that   the inclusion of “Unknown Claims” in the definition of Released Plaintiff Claims   and Released Defendant Claims was separately bargained for and was a key   element of the Settlement.   16. The Action is hereby dismissed with prejudice, on the merits, and   without costs (except as provided in the Stipulation).     





 






       9   17. Upon the Effective Date, Erickson, Plaintiff, and all Class Members,   on behalf of Erickson and themselves, their legal representatives, heirs, executors,   administrators, estates, predecessors, successors, predecessors-in-interest,   successors-in-interest, and assigns, and any person or entity acting for or on behalf   of, or claiming under, any of them, and each of them, shall hereby be deemed to   have fully, finally, and forever, released, settled, and discharged the Released   Defendant Parties from and with respect to every one of the Released Plaintiff   Claims, and shall hereby be forever barred and enjoined from commencing,   instituting, or prosecuting any Released Plaintiff Claims against any of the   Released Defendant Parties.   18. Upon the Effective Date, the Settling Defendants and any person or   entity acting for or on behalf of, or claiming under, any of them, and each of them,   shall hereby be deemed to have fully, finally, and forever, released, settled, and   discharged the Released Plaintiff Parties from and with respect to every one of the   Released Defendant Claims, and shall hereby be forever barred and enjoined from   commencing, instituting, or prosecuting any of the Released Defendant Claims   against any of the Released Plaintiff Parties.   19. Neither the Stipulation, nor the fact or any terms of the Settlement, or   any communications relating thereto, shall be deemed evidence, or an admission or   concession by any Party or their counsel, Class Member, or any other Released     





 






       10   Defendant Party or Released Plaintiff Party, of any fault, liability, or wrongdoing   whatsoever, as to any facts or claims alleged or asserted in the Action, or as to the   validity or merit of any of the claims or defenses alleged or asserted in the Action.   The Stipulation is not a finding or evidence of the validity or invalidity of any   claims or defenses in the Action, any wrongdoing by any Party, Class Member, or   other Released Defendant Party or Released Plaintiff Party, or any damages or   injury to any Party, Class Member, or other Released Defendant Party or Released   Plaintiff Party.  Neither the Stipulation, nor any of the terms and provisions of this   Stipulation, nor any of the negotiations or proceedings in connection therewith, nor   any of the documents or statements referred to herein or therein, nor the   Settlement, nor the fact of the Settlement, nor the Settlement proceedings, nor any   statements in connection therewith, (a) shall (i) be argued to be, used, or construed   as, offered, or received in evidence as, or otherwise constitute an admission,   concession, presumption, proof, evidence, or a finding of any liability, fault,   wrongdoing, injury, or damages, or of any wrongful conduct, acts, or omissions on   the part of any of the Released Defendant Parties or Released Plaintiff Parties, or   of any infirmity of any defense, or of any damage to Plaintiff or any other Class   Member, or (ii) otherwise be used to create or give rise to any inference or   presumption against any of the Released Defendant Parties or Released Plaintiff   Parties concerning any fact or any purported liability, fault, or wrongdoing of the     





 






       11   Released Defendant Parties or Released Plaintiff Parties or any injury or damages   to any person or entity; or (b) shall otherwise be admissible, referred to, or used in   any proceeding of any nature, for any purpose whatsoever; provided, however, that   the Stipulation and/or Judgment may be introduced in any proceeding, whether in   the Court or otherwise, as may be necessary to argue and establish that the   Stipulation and/or Judgment has res judicata, collateral estoppel, or other issue or   claim preclusion effect or to otherwise consummate or enforce the Settlement   and/or Judgment or to secure any insurance rights or proceeds of any of the   Released Defendant Parties or Released Plaintiff Parties.    20. Plaintiff’s Counsel are hereby awarded attorneys’ fees and expenses   in the sum of $________________ in connection with the Action, which sum the   Court finds to be fair and reasonable.  Such sum shall be paid pursuant to the   provisions of the Stipulation.  Neither Plaintiff nor Plaintiff’s Counsel nor counsel   representing any Class Member shall make any further or additional application for   fees or expenses to this or any other court in connection with any litigation   concerning the Evergreen Transaction.  No Defendant shall bear responsibility for   paying the Fee and Expense Award.  The Settling Defendants and Released   Defendant Parties shall bear no other expenses, costs, damages, or fees alleged or   incurred by Plaintiff, Erickson, or by any Class Member, or by any of their   attorneys, experts, advisors, agents, or representatives, and the Settling Defendants     





 






       12   and Released Defendant Parties shall have no responsibility for, and no liability   with respect to, the fee and/or expense allocation among Plaintiff’s Counsel and/or   any other person who may assert any claim thereto.  Notwithstanding anything to   the contrary herein, Plaintiff’s Counsel may petition the Court for reimbursement   of any further administration expenses and attorneys’ fees and expenses incurred in   connection with administration of the Settlement.     21. If the Effective Date does not occur, this Judgment shall be rendered   null and void and shall be vacated and all of the Parties shall be deemed to have   reverted to their respective litigation status immediately prior to January 14, 2016,   and they shall proceed in all respects as if the Stipulation had not been executed   and the related orders had not been entered, and in that event all of their respective   claims and defenses as to any issue in the Action shall be preserved without   prejudice and all funds paid into the Settlement Fund (other than administrative   fees and expenses already expended, including Notice and Administration Costs)   shall revert back to the contributor(s) of such funds; provided, however, that   Paragraph 21 of the Stipulation shall remain in full effect.     22. The binding effect of this Judgment and the obligations of Plaintiff   and Defendants under the Settlement shall not be conditioned upon or subject to   the resolution of any appeal from this Judgment that relates solely to the issue of   Plaintiff’s Counsel’s application for an award of attorneys’ fees and expenses.     





 






       13   23. All members of the Class, as defined in Paragraph 2 herein, shall be   and are deemed bound by the Stipulation and this Judgment.      24. All Class Members who fail to submit valid and timely Proofs of   Claim pursuant to the Settlement Administration procedures outlined in the   Stipulation shall be barred from participating in the distribution of the Class Fund   but otherwise are bound by all of the terms of the Stipulation, including the terms   of this Judgement and the releases given to Defendants and the other Released   Parties.   25. No person shall have any claim against Plaintiff, Plaintiff’s Counsel,   the Settlement Administrator, or any other agent designated by Plaintiff’s Counsel,   which arises from or relates to distributions made substantially in accordance with   the Stipulation, the Plan of Allocation, or further orders of the Court.  Plaintiff,   Defendants, and all other Released Parties shall have no responsibility or liability   whatsoever for the investment or distribution of the Settlement Fund, the Class   Fund, the Plan of Allocation, the determination, administration, calculation, or   payment of any claim or nonperformance of the Settlement Administrator, the   payment or withholding of taxes owed by the Settlement Fund, or any losses   incurred in connection therewith, except as otherwise provided in the Stipulation.   26. Without further order of this Court, the Parties may agree in writing to   reasonable extensions of time to carry out any of the provisions of the Stipulation.     





 






       14   27. Without affecting the finality of this Judgment in any way, this Court   reserves jurisdiction over all matters relating to the administration and   consummation of the Settlement.              Dated: ___________ , 2016                    The Honorable J. Travis Laster     





 






                              EXHIBIT B                                            





 






EXHIBIT B      Erickson – Proposed Charter Amendment   To be added as new Article 4D4-5*      :   4. Prior to the Trigger Date, the Corporation shall not enter into a transaction that results in   the Stockholders immediately preceding such transaction holding less than 50.1 percent (50.1%)   of the equity interests of the Corporation or the surviving or resulting entity of such transaction   immediately after the consummation of such transaction (a “Change of Control Transaction”)   unless (a) the principal terms of such Change of Control Transaction are approved by a   committee of the Board of Directors that is composed of directors determined in good faith by   the Board of Directors to be independent and disinterested under NASDAQ standards with   respect to such Change of Control Transaction and is empowered to the fullest extent permitted   by Delaware law to exercise the full power of the Board of Directors in connection with the   negotiation and approval or rejection of such Change of Control Transaction, and (b) all the   holders of shares of Common Stock then outstanding are offered or paid for shares of Common   Stock disposed of in such Change of Control Transaction the same amount and form of securities,   cash, rights, or other consideration per share of Common Stock in such Change of Control   Transaction.   5. Prior to the Trigger Date, the Corporation shall not enter into (a) any transaction or series   of transactions with any of the Controlling Stockholders or any Affiliate of any of those   Controlling Stockholders with an aggregate dollar value greater than $2 million, or (b) any   transaction or series of transactions (unless such transaction occurs in the ordinary course of the   Corporation’s business) with any entity in which the Controlling Stockholders (or any Affiliate   thereof) hold an ownership interest in excess of 25.1 percent (25.1%) of that entity’s equity or   debt, which transaction has an aggregate dollar value greater than $2 million (in either case, a         EFiled:  Jun 13 2016 04:25PM EDT    Transaction ID 59135924   Case No. 8784-VCL     





 






“Qualifying Related Party Transaction”) unless the principal terms of such Qualifying Related   Party Transaction were approved by a committee of the Board of Directors that is composed of   directors determined in good faith by the Board of Directors to be independent and disinterested   under NASDAQ standards with respect to such Qualifying Related Party Transaction, and is   empowered to the fullest extent permitted by Delaware law to exercise the full power of the   Board of Directors in connection with the negotiation and approval or rejection of such   Qualifying Related Party Transaction.      *Note:  All capitalized terms not otherwise defined in the above paragraphs shall have the   meaning ascribed to them in the current Erickson certificate of incorporation.     





 






                              EXHIBIT C                                            





 






EXHIBIT C   IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE      EDWARD MONTGOMERY, On Behalf of   Himself and All Others Similarly Situated   and Derivatively on Behalf of Nominal   Defendant ERICKSON INCORPORATED,         Plaintiff,    v.      ERICKSON INCORPORATED, f/k/a   ERICKSON AIR-CRANE, INC., QUINN   MORGAN, KENNETH LAU, UDO   RIEDER, HANK HALTER, GARY R.   SCOTT, MEREDITH R. SIEGFRIED,   JAMES L. WELCH, ZM PRIVATE   EQUITY FUND I, L.P., ZM PRIVATE   EQUITY FUND II, L.P., ZM EAC LLC,   EAC ACQUISITION CORPORATION,   CENTRE LANE PARTNERS, LLC and 10th   LANE FINANCE CO., LLC,         Defendants.   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )                                 C.A. No. 8784-VCL            SCHEDULING ORDER   WHEREAS, the parties have made application, pursuant to Court of   Chancery Rules 23(e) and 23.1(c), for an Order approving the proposed   settlement of the above-captioned stockholder class and derivative action (the   “Action”) in accordance with a Stipulation and Agreement of Compromise,   Settlement, and Release entered into by the parties on June 13, 2016 (the   “Stipulation”), and for a dismissal of the Action on the merits with prejudice   upon the terms and conditions set forth in the Stipulation (the “Settlement”);         EFiled:  Jun 13 2016 04:25PM EDT    Transaction ID 59135924   Case No. 8784-VCL     





 






2   WHEREAS, the Court has read and considered the Stipulation and the   accompanying documents; and   WHEREAS, all parties have consented to the entry of this Order.   NOW, THEREFORE, IT IS HEREBY ORDERED this June __, 2016   that:   1. Except for terms defined herein, the Court adopts and incorporates   the definitions in the Stipulation for purposes of this Order.   2. The Action has been certified as a non-opt-out class action pursuant   to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2), on behalf of all   stockholders of Erickson Incorporated (“Erickson” or the “Company”) on March   18, 2013, and their successors-in-interest, transferees, and assignees, excluding   Defendants and their associates, affiliates, legal representatives, heirs,   successors-in-interest, transferees, and assignees.   3. A hearing (the “Settlement Hearing”) shall be held on   __________________, 2016 at ___.m., in the New Castle County Courthouse,   Court of Chancery, 500 North King Street, Wilmington, Delaware 19801, to:   (a) Determine whether the Settlement should be approved by the   Court as fair, reasonable, adequate, and in the best interests of the Class and the   Company;     





 






3   (b) Determine whether the Judgment should be entered pursuant   to the Stipulation;   (c) Consider Plaintiff’s Counsel’s application for an award of   attorneys’ fees and expenses; and    (d) Rule on such other matters as the Court may deem   appropriate.   4. The Court reserves the right to adjourn the Settlement Hearing or   any adjournment thereof, including the consideration of the application for   attorneys’ fees, without further notice of any kind other than oral announcement   at the Settlement Hearing or any adjournment thereof, and retains jurisdiction   over this Action to consider all further applications arising out of or connected   with the proposed Settlement.   5. The Court reserves the right to approve the Stipulation and the   Settlement, at or after the Settlement Hearing, with such modifications as may   be consented to by the Parties and without further notice to the Class, and retains   jurisdiction over this Action to consider all further applications arising out of or   connected with the proposed Settlement.   6. The Court approves, in form and content, the Notice of Pendency   and Proposed Settlement of Class and Derivative Action (the “Notice”) attached   as Exhibit F to the Stipulation and finds that the mailing and distribution of the     





 






4   Notice substantially in the manner and form set forth in this Order meets the   requirements of Court of Chancery Rules 23 and 23.1 and due process, is the   best notice practicable under the circumstances, and shall constitute due and   sufficient notice to all persons entitled thereto.   (a) At least sixty (60) days before the Settlement Hearing,   Plaintiff’s Counsel shall cause a copy of the Notice to be mailed by first-class   mail to all record holders of Erickson common stock on March 18, 2013 through   and including June 13, 2016 at their last-known addresses appearing in the stock   transfer records maintained by or on behalf of the Company.  Each Notice   mailed shall enclose a Claim Form substantially in the form attached as Exhibit   E to the Stipulation, and the Settlement Administrator shall make copies of the   Claim Form available for downloading from its website.   (b) All record holders who were not also the beneficial owners of   the shares of the Company’s common stock held by them of record shall be   requested to forward the Notice to the beneficial owners of those shares.  The   Settlement Administrator shall use reasonable efforts to give notice to such   beneficial owners by (i) making additional copies of the Notice available to any   record holder who, prior to the Settlement Hearing, requests the same for   distribution to beneficial owners, or (ii) mailing additional copies of the Notice     





 






5   to beneficial owners as reasonably requested by record holders who provide   names and addresses for such beneficial holders.   (c) At least ten (10) business days before the Settlement Hearing   provided for in Paragraph 3 of this Order, Plaintiff’s Counsel shall file proof, by   affidavit, of such mailings.   7. In order to be entitled to participate in the Settlement, each Class   Member must submit a properly executed Proof of Claim to the Settlement   Administrator, at the Post Office Box indicated in the Notice, no later than 120   days after the date of mailing of the Notice.   8. Any member of the Class who objects to the class action   determination, the Settlement, the Judgment to be entered in the Action, and/or   Plaintiff’s Counsel’s application for fees and expenses, or otherwise wishes to   be heard, may appear personally or by counsel at the Settlement Hearing and   present evidence or argument that may be proper and relevant; provided,   however, that no member of the Class may be heard and no briefs, pleadings, or   other documents submitted by or on behalf of any member of the Class shall be   considered by the Court, except by Order of the Court for good cause shown,   unless, not later than ten (10) business days prior to the Settlement Hearing,   copies of (a) a written notice of intention to appear, identifying the name,   address, and telephone number of the objector and, if represented, their counsel;     





 






6   (b) proof of membership in the Class or current ownership of Erickson stock; (c)   a written statement of such person’s objections to any matter before the Court;   (d) the grounds for such objections and the reasons for such person’s desiring to   appear and be heard; and (e) all documents and writings such person desires the   Court to consider, shall be filed with the Court of Chancery and, on or before   such filing, served electronically via File and ServeXpress e-service, by hand, or   by overnight mail upon the following counsel:   Paul A. Fioravanti, Jr., Esq.   PRICKETT, JONES & ELLIOTT, P.A   1310 North King Street   Wilmington, Delaware 19801         Kevin M. Coen, Esq.    MORRIS, NICHOLS, ARSHT & TUNNELL   LLP   1201 North Market Street, 18th Floor   P.O. Box 1347   Wilmington, Delaware 19899      A. Thompson Bayliss, Esq.   ABRAMS & BAYLISS LLP   20 Montchanin Road, Suite 200   Wilmington, Delaware 19807      Patricia L. Enerio, Esq.   PROCTOR HEYMAN ENERIO LLP   300 Delaware Avenue, Suite 200   Wilmington, Delaware 19801   9. Unless the Court otherwise directs, no member of the Class shall be   entitled to object to the Settlement, or to the Judgment to be entered herein, or to   the award of attorneys’ fees and expenses to Plaintiff’s Counsel, or otherwise to   be heard, except by serving and filing written objections as prescribed in the   foregoing Paragraph.  Any person who fails to object in the manner provided   above shall be deemed to have waived the right to object (including any right of     





 






7   appeal) and shall be forever barred from raising such objection in this Action or   in any other action or proceeding.   10. Plaintiff shall file and serve his opening brief in support of the   Settlement and his application for attorneys’ fees and expenses no later than   twenty (20) business days prior to the Settlement Hearing.  Any objections to the   application for attorneys’ fees and expenses shall be filed and served no later   than ten (10) business days prior to the Settlement Hearing.  Plaintiff shall file   and serve any reply brief in support of the Settlement and his application for   attorneys’ fees and expenses no later than five (5) business days prior to the   Settlement Hearing.  If any objections to the Settlement are received or filed,   Plaintiff and/or Defendants may file and serve a response to those objections no   later than five (5) business days prior to the Settlement Hearing.   11. If the Court approves the Settlement provided for in the Stipulation   following the Settlement Hearing, judgment shall be entered substantially in the   form attached as Exhibit A to the Stipulation.   12. In the event that: (a) the Court declines, in any material respect, to   enter the Judgment provided for in the Stipulation and any one of the parties   hereto fails to consent to the entry of another form of order in lieu thereof; (b)   the Court disapproves the Settlement proposed in the Stipulation, including any   amendments thereto agreed upon by all of the parties; or (c) the Court approves     





 






8   the Settlement proposed in the Stipulation or any amendment thereto approved   by all of the parties, but such approval is reversed or modified on appeal and   such reversal or modification becomes final by a lapse of time or otherwise;   then, in any of such events, the Stipulation, the Settlement proposed in the   Stipulation (including any amendments thereof), any actions taken or to be taken   with respect to the Settlement proposed in the Stipulation, and the Judgment to   be entered shall be of no further force or effect, shall be null and void, and shall   be without prejudice to any of the parties hereto, unless counsel for each of the   Parties, within ten (10) business days from receipt of such ruling or event, agrees   in writing with counsel for the other Parties to proceed with the Settlement,   including only with such modifications, if any, as to which the other Parties in   their sole judgment and discretion may agree.  If the Effective Date does not   occur or if the Settlement does not become final for any reason, the Parties shall   be restored in all respects to their respective litigation positions immediately   prior to January 14, 2016, except for the obligation to pay Notice and   Administration Costs from the Settlement Fund pursuant to the Stipulation. For   purposes of this provision, a disallowance, modification, or reversal of the fees   and/or expenses sought by Plaintiff’s Counsel shall not be deemed a   disapproval, modification, or reversal of the Settlement or the Judgment.     





 






9   13. Neither the Stipulation, nor the fact or any terms of the Settlement,   nor any communications relating thereto, is, or shall be construed as, evidence,   or an admission or concession by any Party, Class Member, or any other   Released Defendant Party or Released Plaintiff Party, of any fault, liability, or   wrongdoing whatsoever, as to any facts or claims alleged or asserted in the   Action, or as to the validity or merit of any of the claims or defenses alleged or   asserted in the Action.  The Stipulation is not a finding or evidence of the   validity or invalidity of any claims or defenses in the Action, any wrongdoing by   any Party, Class Member, or other Released Defendant Party or Released   Plaintiff Party, or any damages or injury to any Party, Class Member, or other   Released Defendant Party or Released Plaintiff Party.  Neither the Stipulation,   nor any of the terms and provisions of the Stipulation, nor any of the   negotiations or proceedings in connection therewith, nor any of the documents   or statements referred to therein, nor the Settlement, nor the fact of the   Settlement, nor the Settlement proceedings, nor any statements in connection   therewith, (a) shall (i) be argued to be, used, or construed as, offered, or received   in evidence as, or otherwise constitute an admission, concession, presumption,   proof, evidence, or a finding of any liability, fault, wrongdoing, injury, or   damages, or of any wrongful conduct, acts, or omissions on the part of any of   the Released Defendant Parties or Released Plaintiff Parties, or of any infirmity     





 






10   of any defense, or of any damage to Plaintiff or any other Class Member, or (ii)   otherwise be used to create or give rise to any inference or presumption against   any of the Released Defendant Parties or Released Plaintiff Parties concerning   any fact or any purported liability, fault, or wrongdoing of the Released   Defendant Parties or Released Plaintiff Parties or any injury or damages to any   person or entity; or (b) shall otherwise be admissible, referred to, or used in any   proceeding of any nature, for any purpose whatsoever; provided, however, that   the Stipulation and/or Judgment may be introduced in any proceeding, whether   in the Court or otherwise, as may be necessary to argue and establish that the   Stipulation and/or Judgment has res judicata, collateral estoppel, or other issue   or claim preclusion effect or to otherwise consummate or enforce the Settlement   and/or Judgment or to secure any insurance rights or proceeds of any of the   Released Defendant Parties or Released Plaintiff Parties.    14. All proceedings in the Action, other than such proceedings as may   be necessary to carry out the terms and conditions of the Settlement, are hereby   stayed and suspended until further order of this Court.     15. The Court may, for good cause, extend any of the deadlines set   forth in this Order without further notice to Class Members.      The Honorable J. Travis Laster        





 






                              EXHIBIT D                                            





 






EXHIBIT D   1      ERICKSON PROPOSED PLAN OF ALLOCATION      Only Authorized Claimants shall qualify to share in the distribution of the   Class Fund.1   “Authorized Claimant” means a Class Member who held Erickson common   stock on May 1, 2013 (an “Authorized Share”) and submits a timely, valid, and   properly executed Proof of Claim to the Settlement Administrator, in accordance   with the requirements established by the Court, which claim is approved for   payment, in whole or in part, from the Class Fund. The Class Fund shall be   distributed as follows:       1. 10% of the Class Fund shall be distributed pro rata to all Authorized   Claimants based on the number of Authorized Shares held on May 1,   2013, regardless of whether the Authorized Share had a Recognized   Loss (defined below);    2. 90% of the Class Fund shall be allocated to Authorized Claimants   based on the Recognized Loss for their Authorized Shares.    Recognized Losses are calculated as follows:     (A) The Recognized Loss for Authorized Shares held by   Authorized Claimants on May 1, 2013 and retained through the                                                      1 “Class Fund” means the amount of the Settlement Fund allocable to the Class   after payment of an award of attorneys’ fees and expenses, settlement   administration expenses, including taxes and tax expenses, and then allocation of   20% of the remainder of the Settlement Fund to the Company.         EFiled:  Jun 13 2016 04:25PM EDT    Transaction ID 59135924   Case No. 8784-VCL     





 






2      date the Stipulation of Settlement is executed (the “SOS Date”)   shall be the difference between $19.032   (B) The Recognized Loss for Authorized Shares held by   Authorized Claimants on May 1, 2013 and sold before the SOS   Date shall be the difference between $19.03 per share and the   selling price per share.  An Authorized Claimant will be eligible   to receive a distribution from the Class Fund only if an   Authorized Claimant has a net loss. All gains and losses as   calculated above will be combined and thereafter netted against   each other. If the result is a gain, the Recognized Loss shall be   zero.    per share and the   average closing price of Erickson common stock on the SOS   Date and the four preceding trading days.    (C) If the 90% of the Class Fund allocated for Recognized Losses is   sufficient to pay the full amount of each Authorized Claimant’s   Recognized Loss, then all such Recognized Losses shall be paid   in full.                                                        2 This represents the closing price of Erickson common stock on May 1, 2013, the   date the Evergreen Acquisition was consummated.     





 






3      (D) If the 90% of the Class Fund allocated for Recognized Losses is   insufficient to pay the full amount of each Authorized   Claimant’s Recognized Loss, then each Authorized Claimant   shall be paid a pro rata percentage of their Recognized Loss   based on the following formula:    Individual Recognized   Loss   =   Pro Rata Percentage of   Recognized Loss   Total Recognized Loss      3. If any of the Class Fund remains after allocating for all Recognized   Losses, then, to the extent reasonably feasible, the remainder of the   Class Fund shall be distributed pro rata to all Authorized Claimants   based on the number of Authorized Shares held, regardless of whether   any Authorized Share had a Recognized Loss.   The sum of Nos. 1, 2 and 3 above shall be calculated for each Authorized   Claimant for all of their Authorized Shares and shall be paid in one check (the   “Distribution”).  If the Distribution to any individual Authorized Claimant is less   than $2.50, then the Distribution will not be paid.  If there are any funds remaining   in the Class Fund after payment of the Distribution to all Authorized Claimants,   then Plaintiff’s Counsel may petition the Court for reimbursement of any further   administration expenses and attorneys’ fees and expenses incurred in connection     





 






4      with the administration of the Settlement.  There will be no second distribution to   Authorized Claimants.  If any funds remain in the Class Fund after the Distribution   and reimbursement of administrative expenses and attorneys’ fees and expenses,   they shall escheat to the State of Delaware.            





 






               EXHIBIT E         EFiled:  Jun 13 2016 04:25PM EDT    Transaction ID 59135924   Case No. 8784-VCL     





 






         IN THE COURT OF CHANCERY OF   THE STATE OF DELAWARE   Edward Montgomery v. Erickson, Inc., et al.   C.A. No. 8784-VCL      PROOF OF CLAIM      I. GENERAL INSTRUCTIONS:      A. To recover as a member of the Class (as defined in the Notice of Pendency and Proposed Settlement   of Class and Derivative Action (the “Notice”)) based on your claim in the settlement of the class and derivative   action entitled Edward Montgomery v. Erickson, Inc., et al., C.A. No. 8784-VCL (Del. Ch.) (the “Action”), you must   complete this Proof of Claim Form (“Claim Form”).  If you fail to submit a Claim Form by the deadline listed below,   your claim may be rejected and you may be precluded from any recovery from the Net Settlement Fund created in   connection with the proposed settlement of the Action (“Settlement”), as set forth in the Stipulation and Agreement   of Compromise, Settlement, and Release (“Stipulation”) dated June 13, 2016 (the “SOS Date”).  If you have   questions regarding this Claim Form, you may contact the Claims Administrator toll-free at 1-800-222-2760.      B. Submission of this Claim Form, however, does not ensure that you will share in the proceeds of the   Net Settlement Fund created in this Action.      C. YOU MUST COMPLETE AND SUBMIT YOUR SIGNED CLAIM FORM VIA FIRST CLASS MAIL   POSTMARKED ON OR BEFORE ________________, 2016, ADDRESSED TO THE CLAIMS ADMINISTRATOR   AS FOLLOWS:      Erickson, Inc. Settlement   c/o Claims Administrator   P.O. Box 1327   Blue Bell, PA 19422      If you are NOT a member of the Class, then DO NOT submit a Claim Form.      D. If you are a member of the Class and the Settlement is approved you will be bound by the terms of the   judgment entered in the Action, WHETHER OR NOT YOU SUBMIT A CLAIM FORM.         II. INSTRUCTIONS FOR CLAIMANT IDENTIFICATION SCHEDULE:      If you held Erickson Incorporated (formerly known as Erickson Air-Crane, Inc.) (“Erickson”) common stock   certificate(s) in your name, you are the beneficial owner as well as the record holder. If, however, you held Erickson   common stock and the certificate(s) were registered in the name of a third party, such as a nominee or brokerage   firm, you are the beneficial owner and the third party is the record holder.       Use Part I of this form entitled “Claimant Identification” to identify each holder of record (“nominee”), if   different from the beneficial owner of the Erickson common stock that forms the basis of this claim. THIS CLAIM   MUST BE FILED BY THE ACTUAL BENEFICIAL OWNER(S) OR THE LEGAL REPRESENTATIVE OF SUCH   OWNERS(S) OF THE ERICKSON COMMON STOCK UPON WHICH THIS CLAIM IS BASED.       All joint owners must sign this claim. Executors, administrators, guardians, conservators, and trustees must   complete and sign this claim on behalf of persons represented by them and their authority must accompany this   claim and their titles or capacities must be stated. The Social Security (or taxpayer identification) number and   telephone number of the beneficial owner may be used in verifying the claim. Failure to provide the foregoing   information could delay verification of your claim or result in rejection of the claim.      III. INSTRUCTIONS FOR COMPLETING CLAIM FORM:      Use Part II of this form entitled “Schedule of Transactions in Erickson Common Stock” to supply all required   details of your transaction(s) in Erickson common stock. If you need more space or additional schedules, attach   separate sheets giving all of the required information in substantially the same form. Sign and print or type your   name on each additional sheet.         





 






         On the schedules, provide all of the requested information with respect to all of your sales of Erickson   common stock which took place during the period May 1, 2013 through and including the SOS Date, whether such   transactions resulted in a profit or a loss. You must also provide all of the requested information with respect to all of   the Erickson common stock you held at the close of trading on May 1, 2013 and the SOS Date. Failure to report all   such holdings and transactions may result in the rejection of your claim.       List each transaction separately and in chronological order, by trade date, beginning with the earliest. You   must accurately provide the month, day, and year of each transaction you list.       Copies of broker confirmations or other documentation of your transactions in Erickson common stock   should be attached to your claim. Failure to provide this documentation could delay verification of your claim or   result in rejection of your claim.      NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may   request, or may be requested, to submit information regarding their transactions in electronic files. All claimants   MUST submit a manually signed paper Claim Form whether or not they also submit electronic copies. If you wish to   file your claim electronically, you must contact the Claims Administrator at 1-800-222-2760 or visit their website at   www.claimsinformation.com/erickson.aspx to obtain the required file layout. No electronic files will be considered to   have been properly submitted unless the Claims Administrator issues to the claimant a written acknowledgment of   receipt and acceptance of electronically submitted data.             PART I:  CLAIMANT IDENTIFICATION      Name(s) of Beneficial Owner(s): _______________________________________________________________                  Street No. and Street       ______________________________________________________________________        ______________________________________________________________________      City, State, Zip Code    ________________________________________________________________         Foreign Province ___________________________       Foreign Country_________________________      Account Number_____________________________________      Type of Account:  _____  Individual  _____ Joint   _____ IRA  _____ Corporation  _____ Other      Social Security Number:       ___ ___ ___  - ___ ___ - ___ ___ ___ ___     (for individuals)       OR      Taxpayer Identification Number:     ___ ___ -  ___ ___ ___ ___ ___ ___ ___     (for estates, trusts, corporations, etc)      Email Address: ______________________________________________________________________      Telephone Number:  _____-____-______(work)               _____-_____-______(home)      Record Holder’s Name (if different from Beneficial Owner listed above):                           ______________________________________________________________________________                    





 






                        PART II:  SCHEDULE OF TRANSACTIONS IN ERICKSON COMMON STOCK      A. Number of shares of  ERICKSON common stock held at the close of trading on May 1, 2013:  _________         B. Sales between May 2, 2013 and SOS Date, inclusive, of ERICKSON common stock that were held on May 1,   2013:      Trade Date                                  Number of   Total Sales Price        Proof of   Month/Day/Year                         Shares Sold                    (Exclusive of Commissions,       Sales            Taxes and Fees)        Attached   1.___________   ________  ______________.00          Y    N   2.___________   ________  ______________.00          Y    N   3.___________   ________  ______________.00          Y    N                 4. ___________  ________  ______________.00                 Y    N                5. ___________  ________  ______________.00                 Y    N      C. Number of shares of  ERICKSON common stock held on May 1, 2013 and still held at the close of trading on the   SOS Date: _________               PART III: SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS      I (We) submit this Claim Form under the terms of the Stipulation of Settlement described in the Notice. I (We)   also submit to the jurisdiction of the Court of Chancery of the State of Delaware, with respect to my (our) claim as a   Class Member.       I (We) have not submitted any other Claim Form covering the same holdings or sales of Erickson common   stock between May 2, 2013 and the SOS Date and know of no other person having done so on my (our) behalf.      I (We) hereby warrant and represent that I (we) have included the information requested about all of my (our)   transactions in Erickson common stock which are the subject of this Claim Form, which occurred between May 2,   2013 and the SOS Date as well as the opening and closing positions in such securities held by me (us) on the dates   requested in this Claim Form.      I (We) certify that I am (we are) not subject to backup withholding under the provisions of Section   3406(a)(1)(c) of the Internal Revenue Code. If you have been notified by the Internal Revenue Service that you are   subject to backup withholding, please strike out the previous sentence.       I declare under penalty of perjury under the laws of the United States of America that all of the foregoing information   supplied on this Claim Form by the undersigned is true and correct.   Executed this _______________ day of _________________________in __________________________         ______________________________________  ______________________________________    (Sign your name here)     (Joint Owner/Holder -Sign your name here)           _______________________________________  ______________________________________   (Type or print your name here)    (Joint Owner/Holder -Type or print your name here)            ________________________________________     





 






                     (Capacity of person(s) signing, e.g., Beneficial Owner,          Acquirer, Executor or Administrator)                           Reminder Checklist:            ACCURATE CLAIMS PROCESSING TAKES A   SIGNIFICANT AMOUNT OF TIME.        THANK YOU FOR YOUR PATIENCE.         1. Please sign the above declaration.   2. Remember to attach supporting documentation.   3. Do not send original stock certificates.   4. Keep a copy of your claim form for your records.   5. If you desire an acknowledgment of receipt of your claim form, please send it Certified Mail, Return Receipt   Requested.   6. If you move, please send us your new address.   7. Reminder, the deadline to submit a claim form is _____________, 2016.        





 






                              EXHIBIT F        





 






EXHIBIT F      IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE      EDWARD MONTGOMERY, On   Behalf of Himself and All Others   Similarly Situated and Derivatively on   Behalf of Nominal Defendant   ERICKSON INCORPORATED,         Plaintiff,       v.      ERICKSON INCORPORATED, f/k/a   ERICKSON AIR-CRANE, INC.,   QUINN MORGAN, KENNETH LAU,   UDO RIEDER, HANK HALTER,   GARY R. SCOTT, MEREDITH R.   SIEGFRIED, JAMES L. WELCH, ZM   PRIVATE EQUITY FUND I, L.P.,   ZM PRIVATE EQUITY FUND II,   L.P., ZM EAC LLC, EAC   ACQUISITION CORPORATION,   CENTRE LANE PARTNERS, LLC   and 10th LANE FINANCE CO., LLC,         Defendants.   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )   )                                 C.A. No. 8784-VCL               NOTICE OF PENDENCY AND PROPOSED SETTLEMENT       OF CLASS AND DERIVATIVE ACTION   TO: ALL STOCKHOLDERS OF RECORD AND BENEFICIAL OWNERS OF   ERICKSON INCORPORATED COMMON STOCK ON MARCH 18, 2013   THROUGH AND INCLUDING JUNE 13, 2016 AND THEIR   RESPECTIVE SUCCESSORS-IN-INTEREST, TRANSFEREES, AND   ASSIGNEES, BUT EXCLUDING DEFENDANTS AND THEIR   ASSOCIATES, AFFILIATES, LEGAL REPRESENTATIVES, HEIRS,   SUCCESSORS-IN-INTEREST, TRANSFEREES, AND ASSIGNEES.      PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.    YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS         EFiled:  Jun 13 2016 04:25PM EDT    Transaction ID 59135924   Case No. 8784-VCL     





 






      2   IN THIS ACTION.  IF THE COURT APPROVES THE PROPOSED   SETTLEMENT, YOU WILL BE FOREVER BARRED FROM   CONTESTING THE FAIRNESS OF THE PROPOSED SETTLEMENT   OR PURSUING THE “RELEASED CLAIMS” (AS DEFINED BELOW).1         IF YOU ARE A NOMINEE WHO HELD ERICKSON INCORPORATED   STOCK FOR THE BENEFIT OF ANOTHER, READ THE SECTION   BELOW ENTITLED “WHAT IF I HELD SHARES ON BEHALF OF   SOMEONE ELSE?”     You received this Notice because you have been identified as a stockholder   of Erickson Incorporated (“Erickson” or the “Company”).  The purpose of the   Notice is to inform you of the above-captioned class action and derivative lawsuit   relating to Erickson (the “Action”), a proposed settlement of the Action, and a   hearing to be held by the Court of Chancery of the State of Delaware (the   “Delaware Court”).  The hearing will be held in the New Castle County   Courthouse, Court of Chancery, 500 North King Street, Wilmington, Delaware   19801, on ___________, 2016, at __.m. (the “Settlement Hearing”) to (a) confirm   that plaintiff Edward Montgomery (“Plaintiff”) may properly serve as class   representative with the law firms Prickett, Jones & Elliott, P.A., Kessler, Topaz,   Meltzer & Check, LLP, and Brodsky & Smith, LLC as class counsel (together, the   “Plaintiff’s Counsel”), and whether Plaintiff and Plaintiff’s Counsel have   Why am I receiving this Notice?                                                      1 Capitalized terms defined herein, unless defined contemporaneously with their   appearance, are defined in the section entitled “Definitions,” which can be found   on pages 26-33 below.      





 






      3   adequately represented the interests of the Class in the Action, which is captioned   Edward Montgomery v. Erickson Incorporated, f/k/a Erickson Air-Crane, Inc.,   Quinn Morgan, Kenneth Lau, Udo Rieder, Hank Halter, Gary R. Scott, Meredith   R. Siegfried, James L. Welch, ZM Private Equity Fund I, L.P., ZM Private Equity   Fund II, L.P., ZM EAC LLC, EAC Acquisition Corporation, Centre Lane Partners,   LLC, and 10th Lane Finance Co., LLC, Civil Action No. 8784-VCL; (b) determine   whether a Stipulation and Agreement of Compromise, Settlement and Release   dated June 13, 2016 (the “Stipulation”), and the terms and conditions of the   Settlement (defined below) proposed in the Stipulation, are fair, reasonable, and   adequate and in the best interests of the Class Members (defined below) and the   Company and should be approved by the Delaware Court; (c) determine whether a   Judgment (defined below) should be entered dismissing the Action and the   Released Claims (defined below) as to the Released Parties (defined below) with   prejudice as against Plaintiff, the Company and the Class, releasing the Released   Claims, and barring and enjoining prosecution of any and all Released Claims; (d)   hear and rule on any objections to the Settlement; (e) consider the application of   Plaintiff’s Counsel for an award of attorneys’ fees and Litigation Expenses   (defined below), and any objections thereto; and (f) rule on such other matters as   the Delaware Court may deem appropriate.     





 






      4    The “Class” includes all stockholders of Erickson on March 18, 2013, and   their successors-in-interest, transferees, and assignees, excluding Defendants   (defined below) and their associates, affiliates, legal representatives, heirs,   successors-in-interest, transferees, and assignees.   What is the Class and who is a Class Member?    A member of the Class is referred to herein as a “Class Member.”     THE DESCRIPTION OF THE ACTION AND SETTLEMENT WHICH   FOLLOWS HAS BEEN PREPARED BY COUNSEL FOR THE PARTIES.  THE   DELAWARE COURT HAS MADE NO FINDINGS WITH RESPECT TO SUCH   MATTERS, AND THIS NOTICE IS NOT AN EXPRESSION OR STATEMENT   BY THE DELAWARE COURT OF FINDINGS OF FACT.   What is the Action about and what has happened in the Action to date?   On March 19, 2013, Erickson announced that it had executed a stock   purchase agreement (the “SPA”) for the purchase (the “Evergreen Acquisition”) of   Evergreen Helicopters, Inc. (“Evergreen”) from Evergreen International Aviation,   Inc. (“Evergreen Parent”).  Pursuant to the terms of the SPA, the Company   acquired Evergreen from Evergreen Parent for consideration consisting of: (i) $185   million in cash; (ii) a $17.5 million purchase price note; and (iii) 4,008,439 shares   of preferred stock valued at $47.5 million based upon an agreed upon value of   $11.85 per share.       





 






      5   Concurrently with the SPA, Erickson and Evergreen Parent entered into (i) a   First Lien Securities Purchase Agreement with holders of $192,833,430.61   (including principal, interest, and agent fees) of first lien debt owed by Evergreen   Parent and guaranteed by Evergreen, contemplating the holders of first lien debt’s   consent to the Evergreen Acquisition in exchange for the larger portion of proceeds   from such sale to be used to satisfy certain first lien debt of Evergreen Parent (the   “First Lien Transaction” as effected pursuant to the “First Lien Agreement”), and   (ii) a Second Lien Stock Purchase Agreement with certain of the ZM Defendants   (as defined below) and other holders of $125 million of second lien debt owed by   Evergreen Parent contemplating the holders of second lien debt’s consent to the   Evergreen Acquisition in exchange for the satisfaction of certain second lien debt   (the “Second Lien Transaction” as effected pursuant to the “Second Lien   Agreement”).   At the time of the SPA, ZM Private Equity Fund I, L.P., ZM Private Equity   Fund II, L.P. and ZM EAC LLC (collectively, the “ZM Majority Stockholders”)   collectively owned a majority of Erickson’s common stock.   On May 1, 2013, Erickson agreed to an amendment of the SPA (the “SPA   Amendment”).   On May 2, 2013, the Evergreen Acquisition, the First Lien Transaction, and   the Second Lien Transaction closed.  On that date, Erickson also issued $400     





 






      6   million of 8.25% Second Priority Senior Secured notes due 2020 (the “Note   Issuance”).   Under Section 1(b) of the Second Lien Agreement, certain ZM Defendants   and other holders of Evergreen Parent second lien debt purchased shares of   preferred stock from holders of Evergreen Parent first lien debt for $11.85 per   share, with certain of the ZM Defendants purchasing 250,941 of such shares (the   “ZM Preferred Put Purchase”).   Between May 16, 2013 and May 30, 2013, the ZM Majority Stockholders   sold approximately 250,000 shares of Erickson common stock at prices ranging   from $24.50 to $28.895 (the “ZM May 2013 Common Sale,” and collectively with   the ZM Preferred Put Purchase, the “ZM Erickson Stock Transactions”).     On May 2, 2013, Erickson used the proceeds from the Note Issuance to   prepay $26.7 million in unsecured promissory notes Erickson owed to certain of   the ZM Defendants (collectively with the Note Issuance, the “Recapitalization”)   (the Recapitalization, along with the Evergreen Acquisition, the First Lien   Transaction, and the Second Lien Transaction, shall be defined collectively as the   “Evergreen Transaction”).     Erickson paid a $2.5 million fee (the “10th Lane Fee”) to defendant 10th   Lane Finance Co., LLC for services provided by Centre Lane Partners, LLC   related to the Evergreen Transaction.     





 






      7   On July 22, 2013, the ZM Majority Stockholders executed a stockholder   written consent approving the issuance of 4,008,439 shares of Erickson common   stock upon the conversion of the same number of shares of Preferred Stock, and   that conversion became effective on August 12, 2013.   On August 8, 2013, Plaintiff commenced the Action by filing a verified class   action and derivative complaint (the “Initial Complaint”) against Erickson, Quinn   Morgan, Kenneth Lau, Udo Rieder, Hank Halter, Gary Scott, Meredith Siegfried,   James Welch, ZM Private Equity Fund I, L.P., ZM Private Equity Fund II, L.P.,   ZM EAC LLC, EAC Acquisition Corporation, and 10th Lane Finance Co., LLC   (the “Initial Defendants”).  The Initial Complaint alleged, among other things, that   Quinn Morgan, Kenneth Lau, Hank Halter, Udo Rieder, Gary Scott, Meredith   Siegfried, and James Welch (collectively, the “Individual Defendants”) and certain   ZM Defendants breached their fiduciary duties in connection with the Evergreen   Transaction and the ZM Erickson Stock Transactions.  The Initial Complaint   sought, among other things, an award of monetary and equitable relief to Plaintiff   and the Class against the named ZM Defendants and Messrs. Morgan and Lau for   alleged expropriation of value sustained as a result of the Evergreen Transaction;   an award of monetary and equitable relief to Plaintiff and the Class against the   Individual Defendants for their alleged breaches of fiduciary duties owed to   Erickson’s minority stockholders; an award of equitable relief and damages to     





 






      8   Erickson sustained as a result of the Evergreen Transaction; disgorgement and   restitution of alleged improper profits allegedly realized by certain of the ZM   Defendants and Messrs. Morgan and Lau as a result of the Evergreen Transaction   and the ZM Erickson Stock Transactions; equitable relief to remedy the alleged   breaches of fiduciary duties, including partial rescission of elements of the   Evergreen Transaction and declaratory and injunctive relief; and an award to   Plaintiff of fees and expenses incurred in prosecuting the Action.     On September 3, 2013, the Initial Defendants moved to dismiss the Initial   Complaint.    On December 4, 2013, Plaintiff filed an amended complaint (the “Amended   Complaint”) which, among other things, repeated the allegations in the Initial   Complaint and added, inter alia, allegations that Messrs. Rieder, Morgan, and Lau   violated their fiduciary duties by withholding information from Erickson’s board   of directors (the “Board”) and that certain of the ZM Defendants violated their   fiduciary duties by using Erickson for their own personal benefit to the detriment   of Erickson’s minority stockholders.   On December 20, 2013, the Initial Defendants moved to dismiss the   Amended Complaint.   On April 15, 2014, the Delaware Court heard argument on the Initial   Defendants’ motion to dismiss and denied that motion.       





 






      9   On April 30, 2014, Individual Defendants Hank Halter, Gary Scott,   Meredith Siegfried, and James Welch answered the Amended Complaint.    On May 21, 2014, defendants Erickson, Quinn Morgan, Kenneth Lau, ZM   Private Equity Fund I, L.P., ZM Private Equity Fund II, L.P., ZM EAC LLC, EAC   Acquisition Corporation, and 10th Lane Finance Co., LLC answered the Amended   Complaint.   On May 21, 2014, following negotiation among Plaintiff and the Initial   Defendants, the Delaware Court entered a Stipulation and Order Governing the   Production and Exchange of Confidential Information.    On June 2, 2014, defendant Udo Rieder answered the Amended Complaint.    On October 13, 2014, Plaintiff filed a motion to compel responses to written   discovery requests served upon the Initial Defendants.    On November 13, 2014, a purported Company stockholder commenced an   action in the United States District Court for the Southern District of New York   (the “16(b) Action”) by filing a derivative complaint styled Gibbons v. Morgan, et   al., No. 14-cv-09061-KBF (the “16(b) Complaint”).  The 16(b) Complaint named   Quinn Morgan as a defendant and Erickson as a nominal defendant, and was later   amended to add as defendants ZM Private Equity Fund I, L.P. and ZM Private   Equity Fund II, L.P.  On February 9, 2016, the court in the 16(b) Action stayed that   case.     





 






      10   In the Action, on December 2, 2014, the Court heard argument on, and   granted in part Plaintiff’s motion to compel to the extent not already mooted by the   Initial Defendants.   Over the course of the next thirteen months, Plaintiff’s Counsel conducted   extensive discovery in connection with the claims asserted in the Initial Complaint.    Plaintiff’s Counsel inspected, reviewed, and analyzed approximately 101,500   documents (totaling approximately 922,000 pages) produced by the Initial   Defendants and certain third-parties.  In addition, from August 28, 2015 through   January 7, 2016, Plaintiff’s Counsel deposed six party and non-party witnesses,   including Gary Zamieroski, James Welch, Robert Rosenberg, Hank Halter, Bryan   Walker, and Oscar Aarts, and defended the deposition of Plaintiff.   On January 29, 2015, the Delaware Court entered an order scheduling the   Action for trial to begin in February 2016.     On September 2, 2015, the Delaware Court entered an amended scheduling   order in the Action which provided that a five-day trial would begin on August 1,   2016.   On October 5, 2015, the Delaware Court entered an order: (a) certifying the   Action as a class action on behalf of a non-opt out class defined as:  all   stockholders of Erickson on March 18, 2013, and their successors-in-interest,   transferees, and assignees, excluding Defendants and their associates, affiliates,     





 






      11   legal representatives, heirs, successors-in-interest, transferees, and assignees; (b)   certifying Plaintiff as Class Representative; and (c) appointing Prickett, Jones &   Elliott, P.A. and Kessler, Topaz, Meltzer & Check, LLP as Co-Lead Counsel for   the Class.      On October 29, 2015, Plaintiff’s Counsel and counsel for the Initial   Defendants participated in a mediation session in New York, New York with the   Honorable Layn R. Phillips, regarding a potential resolution of the Action.    Plaintiff and the Initial Defendants were unable to reach a resolution at the   mediation, but discussions regarding a potential resolution of the Action remained   ongoing after the mediation session concluded.   On December 31, 2015, Plaintiff filed a second amended complaint (the   “Second Amended Complaint”) in the Action which, among other things, repeated   the allegations in the Amended Complaint, added Centre Lane Partners, LLC, as a   defendant and added allegations contending that certain of the ZM Defendants   breached their fiduciary duties to Erickson and its minority stockholders by taking   advantage of the Company for their own benefit and that certain of the Individual   Defendants consciously disregarded their fiduciary duties to the Company in   connection with the Evergreen Transaction.   From October 29, 2015 through January 14, 2016, the Parties (defined   below), through their respective counsel and with the assistance of the Honorable     





 






      12   Layn R. Phillips, engaged in intensive discussions regarding a possible settlement   of the Action.    On January 14, 2016, the Parties reached an agreement in principle to settle   the Action.  On January 15, 2016, the Parties notified the Delaware Court of their   agreement in principle to resolve the Action.   On March 31, 2016, following additional extensive negotiations with the   assistance of the mediator, the Parties agreed in principle to certain final settlement   terms, including the allocation of the Settlement Fund between the Class and the   Company, as is reflected in the Stipulation.   The Board has determined that the terms set forth in the Stipulation are fair,   reasonable, adequate, and in the best interests of the Company and its stockholders.   In connection with settlement discussions and negotiations leading to the   proposed Settlement, counsel for the Parties in the Action did not discuss the   amount of any application by Plaintiff’s Counsel for an award of attorneys’ fees   and Litigation Expenses until all other matters had been agreed upon.    Plaintiff, acting in his individual capacity and as a representative of the   Class, and Defendants have agreed upon the Settlement of the Action.  The terms   and conditions of the Settlement are set forth in detail in the Stipulation, which has   been filed with the Delaware Court.  The Settlement is subject to and will become   What are the terms of the Settlement?     





 






      13   effective only upon approval by the Delaware Court.  This Notice includes only a   summary of various terms of the Settlement, and it does not purport to be a   comprehensive description of its terms, which are available for review as described   below (See the section below entitled “How do I get further information?”).    The Stipulation provides, among other things, that in consideration for the   full and final release, settlement, and discharge of any and all Released Plaintiff   Claims (defined below) against the Released Defendant Parties (defined below),   and the full and final release, settlement, and discharge of any and all Released   Defendant Claims (defined below) against the Released Plaintiff Parties (defined   below), the Parties have agreed to the following consideration:    a. Upon the Effective Date (defined below), the Company, along with   any and all of the Settling Defendants (defined below), shall initiate   all the processes under the Company’s Third Amended and Restated   Certificate of Incorporation (the “Charter”) and Delaware law,   including without limitation the voting or consent of their Erickson   stock and, if necessary, calling a special meeting of stockholders and   soliciting proxies to obtain sufficient votes, necessary to amend the   Charter to add at Article 4 thereof two new sections, styled   respectively as section 4 and 5, the text of which appears in Exhibit A   to this Notice (the “Charter Amendment”) and in Exhibit B to the     





 






      14   Stipulation, with the Charter Amendment to be implemented pursuant   to section 9A of the Charter, and to take effect no later than sixty (60)   days after the Effective Date; and    b. The Settling Defendants shall contribute, or cause their relevant   insurers to contribute, funds equal to the aggregate sum of eighteen   million, five-hundred thousand dollars ($18,500,000) (the “Settlement   Amount”) to an account (the “Account”) administered by Co-Lead   Counsel (the “Settlement Fund”).   The Stipulation provides that, after the payment of any award of attorneys’   fees and Litigation Expenses to Plaintiff’s Counsel and any costs and expenses for   distribution and administration of the Account and the Settlement Fund, 80% of the   Settlement Fund shall be paid to eligible Class Members pursuant to the Plan of   Allocation attached as Exhibit D to the Stipulation (the “Class Fund,” defined   below) and 20% shall be paid to the Company.   The Stipulation further provides, among other things, that no Released Party   shall have any obligation to pay or bear any additional amounts, expenses, costs,   damages, or fees to or for the benefit of Plaintiff or any Class Members in   connection with this Settlement, including but not limited to attorneys’ fees and   expenses for any counsel to any Class Member, or any costs of notice or settlement   administration or otherwise.     





 






      15   Only Authorized Claimants (defined below) will qualify to share in the   distribution of the Settlement Fund allocable to the Class after payment of an   award of attorneys’ fees and Litigation Expenses, and settlement administration   expenses, including taxes and tax expenses.   Am I am entitled to receive proceeds from the Settlement?    “Authorized Claimant” means a Class Member who held Erickson common   stock on May 1, 2013 (an “Authorized Share”) and submits a timely, valid, and   properly executed Claim Form (defined below) to the Settlement Administrator, in   accordance with the requirements established by the Delaware Court, which claim   is approved for payment, in whole or in part, from the Class Fund.    RECEIPT OF THIS NOTICE DOES NOT NECESSARILY MEAN   THAT YOU ARE AN AUTHORIZED CLAIMANT OR THAT YOU ARE   ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT.  IF   YOU WISH TO BE ELIGIBLE TO PARTICIPATE IN THE   SETTLEMENT, YOU MUST COMPLETE, EXECUTE, AND SUBMIT A   PROOF OF CLAIM FORM POSTMARKED NO LATER THAN 120 DAYS   AFTER THE DATE OF MAILING OF THIS NOTICE.  A PROOF OF   CLAIM FORM IS ATTACHED AS EXHIBIT B TO THIS NOTICE.      





 






      16   If the Settlement and the proposed plan of allocation of the Class Fund to   Class Members (the “Proposed Plan of Allocation”) are approved by the Delaware   Court, payments to Authorized Claimants will be made as follows:    How much will my payment be?   1. 10% of the Class Fund shall be distributed pro rata to all Authorized   Claimants based on the number of Authorized Shares held on May 1, 2013,   regardless of whether the Authorized Share had a Recognized Loss (defined   below);    2. 90% of the Class Fund shall be allocated to Authorized Claimants   based on the Recognized Loss for their Authorized Shares.  “Recognized   Losses” shall be calculated as follows:     (A) The Recognized Loss for Authorized Shares held by   Authorized Claimants on May 1, 2013 and retained through June 13,   2016 (the “SOS Date”) shall be the difference between $19.03 per   share and the average closing price of Erickson common stock on the   SOS Date and the four preceding trading days.    (B) The Recognized Loss for Authorized Shares held by   Authorized Claimants on May 1, 2013 and sold before the SOS Date   shall be the difference between $19.03 per share and the selling price   per share.  An Authorized Claimant will be eligible to receive a     





 






      17   distribution from the Class Fund only if an Authorized Claimant has a   net loss. All gains and losses as calculated above will be combined   and thereafter netted against each other. If the result is a gain, the   Recognized Loss shall be zero.   (C) If the 90% of the Class Fund allocated for Recognized Losses is   sufficient to pay the full amount of each Authorized Claimant’s   Recognized Loss, then all such Recognized Losses shall be paid in   full.     (D) If the 90% of the Class Fund allocated for Recognized Losses is   insufficient to pay the full amount of each Authorized Claimant’s   Recognized Loss, then each Authorized Claimant shall be paid a pro   rata percentage of their Recognized Loss based on the following   formula:    Individual Recognized   Loss   =   Pro Rata Percentage of Recognized   Loss   Total Recognized Loss   If any of the Class Fund remains after allocating for all Recognized Losses,   then, to the extent reasonably feasible, the remainder of the Class Fund shall be   distributed pro rata to all Authorized Claimants based on the number of Authorized   Shares held, regardless of whether any Authorized Share had a Recognized Loss.     





 






      18   The sum of Nos. 1, 2 and 3 above shall be calculated for each Authorized   Claimant for all of their Authorized Shares and shall be paid in one check (the   “Distribution”).  If the Distribution to any individual Authorized Claimant is less   than $2.50, then the Distribution will not be paid.     Additional provisions   A. All Class Members who fail to submit valid and timely Proofs of   Claim will be barred from participating in the Distribution of the Class Fund but   otherwise will be bound by all of the terms of the Stipulation, including the terms   of any final orders or judgments entered and the releases given to Defendants and   the other Released Parties.          B. Payment pursuant to the Plan of Allocation approved by the Delaware   Court shall be conclusive against all Authorized Claimants. No person shall have   any claim against Plaintiff, Plaintiff’s Counsel, the Settlement administrator   retained to administer the Class Fund (the “Settlement Administrator”), or any   other agent designated by Plaintiff’s Counsel arising from distributions made   substantially in accordance with the Stipulation, the Plan of Allocation, or further   orders of the Delaware Court.  Plaintiff, Defendants, and all other Released Parties   shall have no responsibility or liability whatsoever for the investment or   Distribution of the Settlement Fund, the Class Fund, the Plan of Allocation, the   determination, administration, calculation, or payment of any claim or     





 






      19   nonperformance of the Settlement Administrator, the payment or withholding of   taxes owed by the Settlement Fund, or any losses incurred in connection therewith,   except as otherwise provided in the Stipulation.   C. The Class Fund will not be distributed to Authorized Claimants until   the Delaware Court has approved the Settlement and the proposed Plan of   Allocation (or such other allocation plan as the Delaware Court may approve), and   the time periods for any petition for rehearing, appeal, or review, whether by   certiorari or otherwise, of the Judgment approving the Settlement and the Plan of   Allocation have expired.   D. Defendants are not entitled to get back any portion of the Settlement   Fund once the Delaware Court’s Judgment approving the Settlement becomes   Final (defined below).  Defendants shall not have any liability, obligation, or   responsibility for the administration of the Settlement or disbursement of the Class   Fund or the Plan of Allocation.   E. Approval of the Settlement is independent from approval of the Plan   of Allocation.  Any determination with respect to the Plan of Allocation will not   affect the Settlement, if approved.   F. The Delaware Court has reserved jurisdiction to allow, disallow, or   adjust on equitable grounds the claim of any Class Member.     





 






      20   G. The Delaware Court has also reserved the right to modify the Plan of   Allocation without further notice to Settlement Class Members.  Any Orders   regarding a modification of the Plan of Allocation will be posted on the Settlement   Administrator’s website, www.claimsinformation.com/erickson.aspx.   H. The formulas set forth in the Plan of Allocation are not intended to   estimate the amount a Class Member might have been able to recover after a trial   in the Action; nor do they provide an estimate of the amount that will be paid to   Authorized Claimants pursuant to the Settlement.  The formulas are the basis upon   which the Class Fund will be proportionately allocated to Authorized Claimants.   I. Distributions will be made to Authorized Claimants after all claims   have been processed and after the Delaware Court has finally approved the   Settlement.  All checks shall become stale 120 days from the date of issuance, at   which time all funds remaining for such stale checks shall be irrevocably forfeited.     J. If there are any funds remaining in the Class Fund after payment of   the Distribution to all Authorized Claimants, then Plaintiff’s Counsel may petition   the Delaware Court for reimbursement of any further administration expenses and   attorneys’ fees and expenses.  There will be no second distribution to Authorized   Claimants.  If any funds remain in the Class Fund after the Distribution and   reimbursement of administrative expenses and attorneys’ fees and expenses, they   shall escheat to the State of Delaware.     





 






      21    If the Delaware Court approves the Settlement, then as of the Effective Date,   as defined herein:   What will happen if the Delaware Court approves the Settlement?   a. The Action and the Released Claims shall be dismissed with   prejudice, on the merits, and without costs;   b. Upon the Effective Date, Erickson, Plaintiff, and all Class   Members, on behalf of Erickson and themselves, their legal   representatives, heirs, executors, administrators, estates,   predecessors, successors, predecessors-in-interest, successors-   in-interest, and assigns, and any person or entity acting for or   on behalf of, or claiming under, any of them, and each of them,   agree to fully, finally, and forever, release, settle, and discharge   the Released Defendant Parties from and with respect to every   one of the Released Plaintiff Claims, and shall thereupon be   forever barred and enjoined from commencing, instituting, or   prosecuting any Released Plaintiff Claims against any of the   Released Defendant Parties;   c. Upon the Effective Date, each of the Settling Defendants and   any person or entity acting for or on behalf of, or claiming   under, any of them, and each of them, agree to fully, finally,     





 






      22   and forever, release, settle, and discharge the Released Plaintiff   Parties from and with respect to every one of the Released   Defendant Claims, and shall thereupon be forever barred and   enjoined from commencing, instituting, or prosecuting any of   the Released Defendant Claims against any of the Released   Plaintiff Parties;   d. The Released Parties shall be deemed to be released and forever   discharged from all of the Released Claims; and   e. Plaintiff and all Class Members, and their respective heirs,   executors, administrators, estates, predecessors in interest,   predecessors, successors in interest, successors and assigns, will   be forever barred and enjoined from commencing, instituting or   prosecuting any Released Claims against any of the Released   Parties.    In connection with settlement discussions and negotiations leading up to the   Stipulation, counsel for the Parties did not discuss the amount or appropriateness of   any potential application by Plaintiff’s Counsel for attorneys’ fees.    Neither the entry by the Parties into the Stipulation, nor the fact or any terms   of the Settlement, or any communications relating thereto, is evidence, or an   admission or concession by any Party, Class Member, or any other Released     





 






      23   Defendant Party or Released Plaintiff Party, of any fault, liability, or wrongdoing   whatsoever, as to any facts or claims alleged or asserted in the Action, or as to the   validity or merit of any of the claims or defenses alleged or asserted in the Action.    Each Party has denied any and all allegations that the Party committed   wrongdoing, that the Party has fault or liability, or that the Party caused damage in   the Action.    The Stipulation is not a finding or evidence of the validity or invalidity of   any claims or defenses in the Action, any wrongdoing by any Party, Class   Member, or other Released Defendant Party or Released Plaintiff Party, or any   damages or injury to any Party, Class Member, or other Released Defendant Party   or Released Plaintiff Party.      Neither the Stipulation, nor any of the terms and provisions of the   Stipulation, nor any of the negotiations or proceedings in connection therewith, nor   any of the documents or statements referred to herein or therein, nor the   Settlement, nor the fact of the Settlement, nor the Settlement proceedings, nor any   statements in connection therewith, (a) shall (i) be argued to be, used, or construed   as, offered, or received in evidence as, or otherwise constitute an admission,   concession, presumption, proof, evidence, or a finding of any liability, fault,   wrongdoing, injury, or damages, or of any wrongful conduct, acts, or omissions on   the part of any of the Released Defendant Parties or Released Plaintiff Parties, or     





 






      24   of any infirmity of any defense, or of any damage to Plaintiff or any other Class   Member, or (ii) otherwise be used to create or give rise to any inference or   presumption against any of the Released Defendant Parties or Released Plaintiff   Parties concerning any fact or any purported liability, fault, or wrongdoing of the   Released Defendant Parties or Released Plaintiff Parties or any injury or damages   to any person or entity; or (b) shall otherwise be admissible, referred to, or used in   any proceeding of any nature, for any purpose whatsoever; provided, however, that   the Stipulation and/or Judgment may be introduced in any proceeding, whether in   the Delaware Court or otherwise, as may be necessary to argue and establish that   the Stipulation and/or Judgment has res judicata, collateral estoppel, or other issue   or claim preclusion effect or to otherwise consummate or enforce the Settlement   and/or Judgment or to secure any insurance rights or proceeds of any of the   Released Defendant Parties or Released Plaintiff Parties.      THE SETTLEMENT OF THE ACTION, IF APPROVED BY THE   DELAWARE COURT, ON THE TERMS AND CONDITIONS SET FORTH IN   THE STIPULATION, WILL INCLUDE, BUT NOT BE LIMITED TO, A   RELEASE OF ALL CLAIMS WHICH WERE OR COULD HAVE BEEN   ASSERTED IN THIS ACTION.     THE DELAWARE COURT HAS NOT FINALLY DETERMINED THE   MERITS OF THE CLAIMS MADE BY PLAINTIFF OR THE DEFENSES OF     





 






      25   THE DEFENDANTS.  THIS NOTICE DOES NOT IMPLY THAT THERE HAS   BEEN OR WOULD BE ANY FINDING OF VIOLATION OF THE LAW OR   THAT RELIEF IN ANY FORM OR RECOVERY IN ANY AMOUNT COULD   BE HAD IF THE ACTION WAS NOT SETTLED.    The proposed Settlement, if the Delaware Court approves it, shall extinguish   for all time completely, fully, finally, and shall forever compromise, settle, release,   discharge, extinguish, and dismiss on the merits and with prejudice, upon and   subject to the terms and conditions set forth in the Stipulation, all rights, claims,   and causes of action that are or relate to the Released Claims against any of the   Released Parties and each of Defendants and each of the other Released Parties   shall be deemed to be released and forever discharged from all of the Released   Claims.  The releases contemplated in the Settlement and Stipulation extends to   Unknown Claims (as defined below).   What legal rights are being released as part of the Settlement?    Plaintiff and the Settling Defendants have acknowledged, and the Class   Members by operation of law shall be deemed to have acknowledged, that they   may discover facts in addition to or different from those now known or believed to   be true with respect to the Released Claims, but that it is the intention of Plaintiff   and the Settling Defendants, and by operation of law the Class Members, to   completely, fully, finally, and forever extinguish any and all Released Claims,     





 






      26   known or unknown, suspected or unsuspected, which now exist, or heretofore   existed, or may hereafter exist, and without regard to the subsequent discovery of   additional or different facts.  Plaintiff and the Settling Defendants acknowledge,   and the Class Members by operation of law shall be deemed to have   acknowledged, that the inclusion of “Unknown Claims” in the definition of   “Released Claims” was separately bargained for and was a material element of the   Settlement.    For purposes of the Settlement:    Definitions:   a. “Claims” mean any and all manner of claims, demands, rights,   liabilities, losses, obligations, duties, damages, costs, debts,   expenses, interest, penalties, fines, sanctions, fees, actions,   potential actions, causes of action, suits, agreements,   judgments, decrees, matters, issues and controversies of any   kind, nature or description whatsoever, for damages, injunctive   relief, or any other remedies, whether disclosed or undisclosed,   accrued or unaccrued, apparent or not apparent, foreseen or   unforeseen, matured or not matured, known or unknown,   suspected or unsuspected, liquidated or not liquidated, fixed or   contingent, which now exist, or previously existed, including     





 






      27   Unknown Claims, whether direct, derivative, individual, class,   representative, legal, equitable, or of any other type, or in any   other capacity, whether based on state, local, foreign, federal,   statutory, regulatory, common or other law or rule (including,   without limitation, any claims under federal or state securities   law, federal or state antitrust law, or under state disclosure law,   all claims within the exclusive jurisdiction of the federal courts,   or any claims that could be asserted derivatively on behalf of   the Company).   b. “Defendants” means the Settling Defendants and Erickson.   c. “ZM Defendants” means ZM Private Equity Fund I, L.P., ZM   Private Equity Fund II, L.P., ZM EAC LLC, Centre Lane   Partners, LLC, and 10th Lane Finance Co., LLC.   d. “Settling Defendants” means Quinn Morgan, Kenneth Lau, Udo   Rieder, Hank Halter, Gary Scott, Meredith Siegfried, James   Welch, ZM Private Equity Fund I, L.P., ZM Private Equity   Fund II, L.P., ZM EAC LLC, EAC Acquisition Corporation,   Centre Lane Partners, LLC, and 10th Lane Finance Co., LLC.   e. “Effective Date” means the fifth business day following the   date the Judgment becomes Final.     





 






      28   f. “Final” when referring to the Judgment, means entry of the   Judgment, the expiration of any time for appeal or review of the   Judgment, or, if any appeal is filed and not dismissed or   withdrawn, after the Judgment is upheld on appeal in all   material respects and is no longer subject to review upon appeal   or other review, and the time for any petition for re-argument,   appeal, or review of the Judgment or any order affirming the   Judgment has expired; provided, however, that any disputes or   appeals relating solely to the amount, payment, or allocation of   attorneys’ fees and Litigation Expenses amongst Plaintiff’s   Counsel shall have no effect on finality for purposes of   determining the date on which the Judgment becomes Final and   shall not otherwise prevent, limit, or otherwise affect the   Judgment or prevent, limit, delay, or hinder entry of the   Judgment.   g. “Judgment” means the Order and Final Judgment to be entered   in the Action substantially in the form attached as Exhibit A to   the Stipulation.    h. “Litigation Expenses” means costs and expenses incurred by   Plaintiff’s Counsel in connection with commencing,     





 






      29   prosecuting, and resolving the Action, for which Plaintiff’s   Counsel intend to apply to the Delaware Court for   reimbursement from the Settlement Amount.   i. “Class Fund” means the amount of the Settlement Fund   allocable to the Class after payment of an award of attorneys’   fees and Litigation Expenses, settlement administration   expenses, including taxes and tax expenses, and allocation of   20% of the remainder of the Settlement Fund to the Company.   j. “Parties” means the Settling Defendants with Plaintiff and   Erickson.   k. “Person” means an individual, natural person, corporation,   partnership, limited liability company, limited partnership, joint   venture, association, joint stock company, estate, legal   representative, trust, government (or any political subdivision,   department, or agency thereof), and any other type of business   or legal entity.     l. “Released Claims” means collectively each and all of the   Released Defendant Claims and each and all of the Released   Plaintiff Claims.   m. “Released Defendant Claims” means any Claims that have been     





 






      30   or could have been asserted in the Action or in any court,   tribunal, forum, or proceeding by Defendants or any of them or   their respective successors and assigns against any of the   Released Plaintiff Parties, which arise out of or relate in any   way to the institution, prosecution, settlement, or dismissal of   the Action; provided, however, that the Released Defendant   Claims shall not include claims to enforce the Stipulation.   n. “Released Plaintiff Claims” means any and all Claims that are   based upon, arise out of, relate in any way to, or involve (in   whole or in part) any of the facts alleged in the Action,   including Claims that were asserted in the Second Amended   Complaint, including any and all Claims which are based upon,   arise out of, relate in any way to, or involve, directly or   indirectly: (A) the Evergreen Transaction, including its   negotiation, consummation, or any payments made pursuant   thereto, (B) public disclosures concerning the Evergreen   Transaction, (C) sales of Erickson stock by entities affiliated   with the ZM Defendants, and (D) any fee paid to any Defendant   (or any affiliate of any Defendant) in connection with the   Evergreen Transaction.  Released Plaintiff Claims shall not,     





 






      31   however, include any claims to enforce the Settlement, the   Judgment, or this Stipulation, including, without limitation, the   releases contained in the Stipulation.   o. “Released Parties” means collectively each and all of the   Released Defendant Parties and each and all of the Released   Plaintiff Parties.   p. “Released Defendant Parties” means (i) Erickson; (ii) any and   all of the Settling Defendants; (iii) Defendants’ respective past   or present Immediate Family members, affiliates, managers,   members, partners, partnerships, investment funds, subsidiaries,   parents, predecessors, successors, officers, directors,   employees, financial or investment advisors, and insurers; (iv)   any person, firm, trust, investment fund, corporation, officer,   director or other individual or entity in which any Defendant or   their respective past or present Immediate Family members,   affiliates, partnerships, investment funds, predecessors,   successors, predecessors-in-interest, successors-in-interest,   officers, directors, or employees has a financial interest; and (v)   the legal representatives, heirs, executors, administrators,   predecessors, successors, predecessors-in-interest, successors-    





 






      32   in-interest, and assigns of any of the foregoing.   q. “Released Plaintiff Parties” means Plaintiff, all other Class   Members, and their respective counsel (including Plaintiff’s   Counsel).   r. “Settlement” means the settlement contemplated by the   Stipulation on the terms and conditions contained therein.   s. “Unknown Claims” means any and all Released Plaintiff   Claims which Plaintiff or any other Class Member or Erickson   does not know or suspect to exist in his, her, or its favor at the   time of the release of the Released Plaintiff Claims against the   Released Defendant Parties, which if known by him, her, or it,   might have affected his, her, or its decision(s) with respect to   the Settlement, and any and all Released Defendant Claims   which any Settling Defendant or any other Released Party does   not know or suspect to exist in his, her, or its favor at the time   of the release of the Released Defendant Claims against the   Released Plaintiff Parties, which if known by him, her, or it   might have affected his, her, or its decision(s) with respect to   the Settlement.  With respect to any and all Released Plaintiff   Claims and Released Defendant Claims, the Parties have     





 






      33   stipulated and agreed that upon the Effective Date, Plaintiff and   the Settling Defendants shall expressly waive, and each of the   Class Members and Erickson shall be deemed to have, and by   operation of the Judgment shall have expressly, waived,   relinquished, and released any and all provisions, rights, and   benefits conferred by any law of any state or territory of the   United States or other jurisdiction, or principle of common law   or foreign law, which is similar, comparable, or equivalent to   Cal. Civ. Code § 1542, which provides:   A general release does not extend to claims which   the creditor does not know or suspect to exist in his   or her favor at the time of executing the release,   which if known by him or her must have   materially affected his or her settlement with the   debtor.    If the Delaware Court approves the Settlement, the Parties will ask the   Delaware Court to promptly enter the Judgment and, as a result of such Judgment,   the Action and the Released Claims will be dismissed on the merits with respect to   all Released Parties and with prejudice against Plaintiff, the Company, and all   Class Members.  Such release and dismissal will bar the institution or prosecution   by Plaintiff, the Company or any Class Member of any other action asserting any   Released Plaintiff Claim against any of the Released Parties.   What happens if the Settlement is approved?     





 






      34    More specifically, the proposed Judgment will, among other things:   a. approve the Settlement, adjudge the terms of the Settlement to   be fair, reasonable, and adequate and in the best interests of the   Company and the Class, and direct consummation of the   Settlement in accordance with the terms and conditions of the   Stipulation;   b. determine that the requirements of the Delaware Court of   Chancery Rules and due process have been satisfied in   connection with notice to the Class;   c. dismiss the Action and the Released Claims with prejudice,   said dismissal subject only to compliance by the Parties with   the terms of the Stipulation and any Order of the Delaware   Court concerning the Stipulation;   d. release all Released Plaintiff Claims and permanently enjoin   Plaintiff, the Company and the Class and their respective   affiliates, and anyone claiming through or for the benefit of any   of them, from asserting, commencing, prosecuting, assisting,   instigating, or in any way participating in the commencement   or prosecution of any action or other proceeding, in any forum,   asserting any Released Claims, either directly, representatively,     





 






      35   derivatively, or in any other capacity; and   e. release all Released Defendant Claims against Plaintiff, the   Class Members and their Plaintiff’s Counsel arising out of or   relating to the institution, prosecution and resolution of the   Action.    If the Effective Date does not occur or if the Stipulation is disapproved,   canceled, or terminated pursuant to its terms, (a) all of the Parties to the Stipulation   shall be deemed to have reverted to their respective litigation status immediately   prior to January 14, 2016, and they shall proceed in all respects as if the Stipulation   had not been executed and the related orders had not been entered; (b) all of their   respective claims and defenses as to any issue in the Action shall be preserved   without prejudice in any way; and (c) the statements made in connection with the   negotiations of the Stipulation shall not be deemed to prejudice in any way the   positions of the Parties with respect to the Action, or to constitute an admission of   fact of wrongdoing by any Party, and shall not be used or entitle any Party to   recover any fees, costs, or expenses incurred in connection with the Action, and   neither the existence of the Stipulation nor its contents nor any statements made in   connection with its negotiation or any settlement communications shall be   What happens if the Settlement is not approved or does not become final?     





 






      36   admissible in evidence or shall be referred to for any purpose in the Action, or in   any other litigation or judicial proceeding.     Plaintiff and Plaintiff’s Counsel intend to petition the Delaware Court for an   award of attorneys’ fees of up to 22.5% of the Settlement Fund (the “Fee   Application”).  Plaintiff’s Counsel also will apply to the Delaware Court for   reimbursement of Litigation Expenses of up to $250,000 (the “Expense   Reimbursement Application”).  The Settling Defendants reserve all rights and all   grounds to object to, to oppose, to consent to, or to take no position on the amount   of attorneys’ fees and Litigation Expenses sought by Plaintiff’s Counsel in the Fee   Application and the Expense Reimbursement Application, except that Defendants   agree that the efforts of Plaintiff and Plaintiff’s Counsel were the sole cause of the   Settlement.  Plaintiff’s Counsel will make no other application for an award of   attorneys’ fees or Litigation Expenses in connection with the Action other than the   Fee Application, the Expense Reimbursement Application, or for reimbursement of   expenses and attorneys’ fees incurred in connection with the administration of the   Settlement.  Final resolution by the Delaware Court of the Fee Application and the   Expense Reimbursement Application is not a precondition to the dismissal of the   Action in accordance with the Stipulation, and the Fee Application and the   Expense Reimbursement Application may be considered separately from the   How is Plaintiff’s Counsel getting paid?     





 






      37   Settlement.  The failure of the Delaware Court to approve the Fee Application or   the Expense Reimbursement Application in whole or in part shall have no effect on   the Settlement.  The Parties acknowledge and agree that any award of attorneys’   fees and Litigation Expenses by the Delaware Court to Plaintiff’s Counsel shall be   paid solely out of the Settlement Fund pursuant to the Stipulation, subject to   Plaintiff’s Counsel’s joint and several obligation to refund or repay within fifteen   (15) business days any amounts paid if as a result of any appeal and/or further   proceedings on remand, or successful collateral attack, the amount awarded is   overturned or reduced.   Plaintiff’s Counsel respectively warrants that no portion of   any such award of attorneys’ fees or expenses shall be paid to any Plaintiff or any   Class Member, except as approved by the Delaware Court.     The Delaware Court has scheduled a Settlement Hearing which will be held   on _________, 2016 at ____.m., in the New Castle County Courthouse, Chancery   Court, 500 North King Street, Wilmington, Delaware 19801 to:    What will happen at the Settlement Hearing?   a. confirm that Plaintiff Edward Montgomery may properly serve   as class representative with the law firms Prickett, Jones &   Elliott, P.A. and Kessler, Topaz, Meltzer & Check, LLP as Co-   Lead Counsel for the Class, and whether such Plaintiff and   Plaintiff’s Counsel have adequately represented the interests of     





 






      38   the Class in the Action;    b. determine whether the Stipulation, and the terms and   conditions of the Settlement proposed in the Stipulation, are   fair, reasonable, and adequate and in the best interests of the   Company and the Class Members and should be approved by   the Delaware Court;    c. determine whether the Judgment should be entered dismissing   the Action and the Released Claims as to the Released Parties   with prejudice as against Plaintiff, the Company, and the Class,   releasing the Released Claims, and barring and enjoining   prosecution of any and all Released Claims;    d. hear and rule on any objections to the Settlement;    e. consider the application of Plaintiff’s Counsel for an award of   attorneys’ fees and reimbursement of expenses to be paid (if   and only if awarded by the Delaware Court); and   f. hear and rule on such other matters as the Delaware Court may   deem appropriate.    If you are a Class Member, you must submit a Proof of Claim form (“Claim   Form”) and supporting documentation to establish your entitlement to share in the   How do I participate in the Settlement?     





 






      39   Settlement.  You must submit your Claim Form to the Settlement Administrator,   addressed to Erickson, Inc. Settlement, c/o Settlement Administrator, P.O. Box   1327, Blue Bell, PA 19422, postmarked no later than 120 days after the date of   mailing of this Notice.  A Claim Form is included with this Notice, or you may go   to the website maintained by the Settlement Administrator for the Settlement to   request that a Claim Form be mailed to you.  The website is   www.claimsinformation.com/erickson.aspx.  You may also request a Claim Form   by calling toll-free 1-800-222-2760.  Those who do not submit timely and valid   Claim Forms with adequate supporting documentation will not be entitled to share   in the Settlement.  Please retain all records of your ownership of, or transactions in,   Erickson common stock, as they may be needed to document your claim.   As a Class Member, you are represented by the Class Representative and the   Plaintiff’s Counsel, unless you enter an appearance through counsel of your own   choice at your own expense.  You are not required to retain your own counsel, but   if you choose to do so, such counsel must file a notice of appearance on your   behalf and must serve copies of his or her notice of appearance on the attorneys   listed in the section entitled, “What are my rights and what do I need to do to   exercise them?” below.   If you wish to object to the Settlement or any of its terms, the proposed Plan   of Allocation, or Plaintiff’s Counsel’s application for attorneys’ fees and expenses,     





 






      40   you may present your objections by following the instructions in the section   entitled, “What are my rights and what do I need to do to exercise them?”   below.    Any Class Member who objects to the Stipulation, the Settlement, the   Judgment to be entered therein, and/or the Fee Application or the Expense   Reimbursement Application, or who otherwise wishes to be heard, may appear in   person or through counsel at the Settlement Hearing and present any evidence or   argument that may be proper and relevant.  To do so, you must, no later than ten   (10) business days prior to the Settlement Hearing (unless the Delaware Court   otherwise directs for good cause shown), file with the Court of Chancery, located   at New Castle County Courthouse, 500 North King Street, Wilmington, Delaware   19801, and serve on the attorneys listed below the following documents: (i) a   written notice of the intention to appear identifying the name, address and   telephone number of the objector and, if represented, their counsel; (ii) proof of   your membership in the Class or current ownership of Erickson stock; (iii) a   written statement of your objections to any matter before the Delaware Court; (iv)   the grounds for such objections and the reasons for your desiring to appear and to   be heard; and (v) all documents and writings which you desire the Delaware Court   to consider.  These papers must be served by hand delivery, overnight mail or   What are my rights and what do I need to do to exercise them?     





 






      41   electronic filing via File and ServeXpress e-serve on the following attorneys:   Paul A. Fioravanti, Jr., Esq.   PRICKETT, JONES & ELLIOTT, P.A   1310 North King Street   Wilmington, Delaware 19801         Kevin M. Coen, Esq.    MORRIS, NICHOLS, ARSHT & TUNNELL   LLP   1201 North Market Street, 18th Floor   P.O. Box 1347   Wilmington, Delaware 19899      A. Thompson Bayliss, Esq.   ABRAMS & BAYLISS LLP   20 Montchanin Road, Suite 200   Wilmington, Delaware 19807      Patricia L. Enerio, Esq.   PROCTOR HEYMAN ENERIO LLP   300 Delaware Avenue, Suite 200   Wilmington, Delaware 19801   Even if you do not appear at the Settlement Hearing, the Delaware Court   will consider your written submission if it is served and filed in accordance with   the foregoing procedures.  Any person who fails to object in the manner prescribed   above shall be deemed to have waived such objection and shall forever be barred   from raising such objection in the Action or any other action or proceeding.    This Notice does not purport to be a comprehensive description of the   Action, the allegations or transactions related thereto, the terms of the Settlement,   or the Settlement Hearing.  For a more detailed statement of the matters involved   in this litigation, you may inspect the pleadings, the Stipulation, the orders entered   by the Delaware Court in the Action, and other papers filed in the Action, unless   sealed, at the Office of the Register in Chancery in the Court of Chancery of the   State of Delaware, New Castle County Courthouse, 500 North King Street,   How do I get further information?     





 






      42   Wilmington, Delaware, 19801, during regular business hours of each business day.    DO NOT WRITE OR TELEPHONE THE COURT.  Questions regarding the   Settlement should be directed to Plaintiff’s Counsel as follows:     Paul A. Fioravanti, Jr., Esq.   PRICKETT, JONES & ELLIOT, P.A.   1310 North King Street   Wilmington, Delaware 19801    Brokerage firms, banks, and other persons or entities who are Class   Members in their capacities as record holders, but not as beneficial owners, are   requested to send this Notice promptly to beneficial owners.  Additional copies of   this Notice for transmittal to beneficial owners are available by contacting the   Settlement Administrator at Erickson, Inc. Settlement, c/o Settlement Administer,   P.O. Box 1327, Blue Bell, PA 19422 or by emailing the Settlement Administrator   at Erickson@claimsinformation.com.       What if I held shares on behalf of someone else?    You may also furnish the names and addresses of your beneficial owners in   the form of mailing labels or in electronic format to the Settlement Administrator   at Erickson, Inc. Settlement, c/o Settlement Administrator, P.O. Box 1327, Blue   Bell, PA 19422 or by emailing the Settlement Administrator at   Erickson@claimsinformation.com, which will then be responsible for sending the   Notice to such beneficial owners.     





 






      43   Dated: __________, 2016    BY ORDER OF THE COURT                             Register in Chancery