Exhibit
4.1


 


AMENDED AND RESTATED


 


REGISTRATION RIGHTS AGREEMENT


 


OF


 


ERICKSON
AIR-CRANE INCORPORATED


 


April
21, 2010


 

















 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1.

  	
  “1933 Act”

  	
   

  	
  1

  
	
   

  	
  1.2.

  	
  “1934 Act”

  	
   

  	
  1

  
	
   

  	
  1.3.

  	
  “Affiliate”

  	
   

  	
  1

  
	
   

  	
  1.4.

  	
  “Certificate of
  Incorporation”

  	
   

  	
  1

  
	
   

  	
  1.5.

  	
  “Common Stock”

  	
   

  	
  1

  
	
   

  	
  1.6.

  	
  “Control”

  	
   

  	
  1

  
	
   

  	
  1.7.

  	
  “Form S-3”

  	
   

  	
  1

  
	
   

  	
  1.8.

  	
  “Holder”

  	
   

  	
  2

  
	
   

  	
  1.9.

  	
  “Holder’s
  Counsel”

  	
   

  	
  2

  
	
   

  	
  1.10.

  	
  “Information”

  	
   

  	
  2

  
	
   

  	
  1.11.

  	
  “Initiating
  Holder”

  	
   

  	
  2

  
	
   

  	
  1.12.

  	
  “Inspectors”

  	
   

  	
  2

  
	
   

  	
  1.13.

  	
  “Junior Loan
  Agreement”

  	
   

  	
  2

  
	
   

  	
  1.14.

  	
  “Person”

  	
   

  	
  2

  
	
   

  	
  1.15.

  	
  “Qualified
  Public Offering”

  	
   

  	
  2

  
	
   

  	
  1.16.

  	
  “Records”

  	
   

  	
  2

  
	
   

  	
  1.17.

  	
  “Register,”
  “Registered,” and “Registration”

  	
   

  	
  2

  
	
   

  	
  1.18.

  	
  “Registrable
  Securities”

  	
   

  	
  2

  
	
   

  	
  1.19.

  	
  “Requisite
  Holders”

  	
   

  	
  3

  
	
   

  	
  1.20.

  	
  “SEC”

  	
   

  	
  3

  
	
   

  	
  1.21.

  	
  “Shares”

  	
   

  	
  3

  
	
   

  	
  1.22.

  	
  “Stockholder”

  	
   

  	
  3

  
	
   

  	
  1.23.

  	
  “Subsidiary”

  	
   

  	
  3

  
	
   

  	
  1.24.

  	
  “Violation”

  	
   

  	
  3

  
	
   

  	
  1.25.

  	
  “ZM”

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Registration
  Rights

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1.

  	
  Demand
  Registration

  	
   

  	
  3

  
	
   

  	
  2.2.

  	
  Company
  Registration

  	
   

  	
  5

  
	
   

  	
  2.3.

  	
  Obligations of
  the Company

  	
   

  	
  5

  
	
   

  	
  2.4.

  	
  Furnish
  Information

  	
   

  	
  8

  



 


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  2.5.

  	
  Expenses of
  Demand Registration

  	
   

  	
  8

  
	
   

  	
  2.6.

  	
  Expenses of
  Company Registration

  	
   

  	
  9

  
	
   

  	
  2.7.

  	
  Underwriting
  Requirements

  	
   

  	
  9

  
	
   

  	
  2.8.

  	
  Indemnification

  	
   

  	
  9

  
	
   

  	
  2.9.

  	
  Reports Under
  Securities Exchange Act of 1934

  	
   

  	
  11

  
	
   

  	
  2.10.

  	
  Form S-3
  Registration

  	
   

  	
  12

  
	
   

  	
  2.11.

  	
  Assignment of
  Registration Rights

  	
   

  	
  13

  
	
   

  	
  2.12.

  	
  “Market
  Stand-Off” Agreement

  	
   

  	
  13

  
	
   

  	
  2.13.

  	
  Termination of
  Registration Rights

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
  Miscellaneous

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1.

  	
  Successors and
  Assigns

  	
   

  	
  14

  
	
   

  	
  3.2.

  	
  Governing Law

  	
   

  	
  14

  
	
   

  	
  3.3.

  	
  Counterparts

  	
   

  	
  14

  
	
   

  	
  3.4.

  	
  Titles and
  Subtitles

  	
   

  	
  14

  
	
   

  	
  3.5.

  	
  Notices

  	
   

  	
  14

  
	
   

  	
  3.6.

  	
  Expenses

  	
   

  	
  14

  
	
   

  	
  3.7.

  	
  Amendments and
  Waivers

  	
   

  	
  15

  
	
   

  	
  3.8.

  	
  Severability

  	
   

  	
  15

  
	
   

  	
  3.9.

  	
  No Effect on Lender Relationship

  	
   

  	
  15

  



 


ii

















 


AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 21,
2010, by and among Erickson Air-Crane Incorporated, a Delaware corporation and
the successor in interest to EAC Acquisition Corp. (the “Company”), ZM EAC
LLC, a Delaware limited liability company (“ZM”), ZM Private Equity Fund I, L.P. and
ZM Private Equity Fund II, L.P. (each, a “Stockholder” and collectively the “Stockholders.”)


 


This Agreement amends and
restates in its entirety the Stockholders and Registration Rights Agreement
dated September 27, 2007 by and among EAC Acquisition Corp. and the other
parties thereto.  The Agreement shall be
effective immediately prior to the completion of a Qualified Public Offering,
as defined below.


 


In consideration of the
foregoing, the mutual promises and agreements made herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:


 


1.                                       Definitions. 
For purposes of this
Agreement:


 


1.1.          “1933 Act”
means the Securities Act of 1933, as amended.


 


1.2.          “1934 Act”
means the Securities Exchange Act of 1934, as amended.


 


1.3.          “Affiliate”
or Person “Affiliated”
with a specified Person means (a) in the case of an individual, such
Person’s spouse and direct  lineal
descendants (whether natural or adopted) and any trust formed and maintained
solely for the benefit of such Person, such Person’s spouse and/or such direct
lineal descendants, and (b) in the case of any Person, a Person that
directly, or indirectly through one or more intermediaries, Controls or is
Controlled by, or is under Common Control with, the Person specified.


 


1.4.          “Certificate of
Incorporation” means the Company’s Second Amended and Restated
Certificate of Incorporation, as the same may be amended or restated from time
to time in accordance with the terms thereof and hereof.


 


1.5.          “Common Stock”
means the common stock of the Company.


 


1.6.          “Control”
(including the terms Controlling, Controlled by and under Common Control with)
means the possession, directly or indirectly, of the power to direct or to
cause the direction of the management and policies of a Person, whether through
the ownership of voting securities, by contract, or otherwise.  A Person shall be deemed to be “Controlled by”
any other Person if such Person possesses, directly or indirectly, the power to
vote a majority of the securities (on a fully diluted basis) having ordinary
voting power for the election of directors or managers of such Person.


 


1.7.          “Form S-3”
means such form under the 1933 Act as in effect on the date hereof or any
registration form under the 1933 Act subsequently adopted by the SEC that
permits inclusion 


 


1

















 


or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.


 


1.8.          “Holder”
means any Person owning Registrable Securities or any assignee thereof in
accordance with Section 2.11.


 


1.9.          “Holder’s Counsel” has the meaning set forth in Section 2.3.2.


 


1.10.        “Information” has the meaning ascribed to it in Section 2.3.9.


 


1.11.        “Initiating Holder”
has the meaning ascribed to it in Section 2.1.1.


 


1.12.        “Inspectors” has the meaning ascribed to it in Section 2.3.9.


 


1.13.        “Junior Loan Agreement”
means that certain Second Lien Credit Agreement of even date herewith by and
among the Company, D.B. Zwirn Special Opportunities Fund, L.P., and any other
Parties thereto and the Lenders party thereto from time to time, as such
agreement may be amended, supplemented or otherwise modified from time to time,
and shall include any agreement evidencing a successive refunding or
refinancing of the indebtedness or other obligations incurred thereunder.


 


1.14.        “Person”
means any individual, sole proprietorship, partnership, joint venture, trust,
unincorporated organization, association, corporation, company, institution,
entity, party, or government (whether national, federal, state, county, city,
municipal, or otherwise, including, without limitation, any instrumentality,
division, agency, body, or department of any of the foregoing).


 


1.15.        “Qualified Public Offering”
means a firm commitment, underwritten public offering pursuant to a
registration statement on Form S-1, S-3 or SB-2 (or any successor or
similar forms) under the 1933 Act, the aggregate net proceeds of which are not
less than $50,000,000 and, after which, the aggregate market capitalization of
the Company is not less than $150,000,000.


 


1.16.        “Records”
has the meaning ascribed to it in Section 2.3.9.


 


1.17.        “Register,” “Registered,” and “Registration” mean a registration
effected by preparing and filing a registration statement or similar document
in compliance with the 1933 Act, and the declaration or ordering of
effectiveness of such registration statement or document.


 


1.18.        “Registrable Securities”
means any Common Stock of the Company held by the Stockholders immediately
before completion of a Qualified Public Offering; provided, however,
that with respect to any particular Registrable Securities, such securities
shall cease to be Registrable Securities when they have been distributed to the
public pursuant to an offering registered under the 1933 Act or sold to the
public through a broker, dealer, or market maker in compliance with Rule 144
under the 1933 Act (or any similar rule then in force) or repurchased by
the Company or any Subsidiary.


 


2

















 


1.19.        “Requisite Holders” means the holders of at least  51%
of the Registrable Securities. 
Notwithstanding the foregoing, for purposes of Section 2, no
Holder shall be deemed to be a Requisite Holder if such Holder elects not to
participate in the applicable offering of Registrable Securities.


 


1.20.        “SEC” means
the Securities and Exchange Commission or any successor governmental agency
performing the same or substantially similar functions.


 


1.21.        “Shares”
means (a) any shares of the capital stock or other securities of the
Company, including, without limitation, any stock options, warrants,
convertible securities or indebtedness, exchangeable securities or indebtedness
or other rights to acquire shares of capital stock of the Company and any other
equity securities (within the meaning of the 1933 Act) of the Company
(including, without limitation, any Series A Redeemable Preferred Stock
and any Common Stock), regardless of class, and any other shares of the capital
stock or other securities of the Company issuable upon the exercise or
conversion of any of the securities described in this clause (a), and (b) as
used in relation to any Stockholder, any and all shares of the capital stock or
other securities of the Company, including, without limitation, any stock
options, warrants, convertible securities or indebtedness, exchangeable
securities or indebtedness or other rights to acquire shares of capital stock
of the Company and any other equity securities (within the meaning of the 1933
Act) of the Company (including, without limitation, any Series A
Redeemable Preferred Stock and any Common Stock), regardless of class, and any
other shares of the capital stock or other securities of the Company issuable
upon the exercise or conversion of any of the securities described in this
clause (b), in each case now or hereafter owned by such Stockholder.


 


1.22.        “Stockholder”
and “Stockholders”
have the meanings ascribed to them in the introductory paragraph hereof.


 


1.23.        “Subsidiary”
means each Person of which or in which the Company or its other Subsidiaries
own, directly or indirectly, more than 50% of (a) the combined voting
power of all classes of stock having general voting power under ordinary
circumstances to elect a majority of the board of directors or equivalent body
of such Person, if it is a corporation or similar person, (b) the capital
interest or profits interest of such Person, if it is a partnership, joint
venture or similar entity, or (c) the beneficial interest of such Person,
if it is a trust, association or other unincorporated organization.


 


1.24.        “Violation”
has the meaning set forth in Section 2.8.1.


 


1.25.        “ZM” has the meaning ascribed to it in the
introductory paragraph hereof and shall include ZM’s successors and assigns.


 


2.                                       Registration Rights. 
The Company covenants and agrees as follows:


 


2.1.          Demand Registration.  Subject to the terms and conditions of this Section 2.1,
if the Company shall receive at any time after which it first becomes subject
to the periodic reporting requirements of Sections 12(g) or 15(d) of
the 1934 Act, a written request from ZM 


 


3

















 


(the “Initiating Holder”)
that the Company file a registration statement under the 1933 Act covering the
registration of the Initiating Holder’s Registrable Securities (or any portion
thereof), then the Company shall:


 


2.1.1.       within
10 days of the receipt thereof, give written notice of such request to all
Holders in accordance with Section 3.5; and


 


2.1.2.       effect
as soon as practicable, and in any event within 60 days of the receipt of such
request, the registration under the 1933 Act of all Registrable Securities that
the Holders request to be registered within 20 days of the mailing of the
notice from the Company referred to in Section 2.1.1, with such
registration to be subject to the limitations of Section 2.1.3.


 


2.1.3.       If
the Initiating Holder intends to distribute the Registrable Securities covered
by its request by means of an underwritten offering, then it shall so advise
the Company as a part of its request made pursuant to Section 2.1.1
and the Company shall include such information in the written notice referred
to in Section 2.1.1.  The
underwriter will be selected by the Company and shall be reasonably acceptable
to the Initiating Holder.  In such event,
the right of any Holder to include its Registrable Securities in such
registration shall be conditioned upon such Holder’s participation in such
underwritten offering and the inclusion of such Holder’s Registrable Securities
in the underwritten offering (unless otherwise mutually agreed in writing by
the Initiating Holder and such Holder) to the extent provided herein.  All Holders proposing to distribute their
securities through such underwritten offering shall (together with the Company
as provided in Section 2.3.7) enter into an underwriting agreement
in customary form with the underwriter or underwriters selected for such
underwritten offering.  Notwithstanding
any other provision of this Section 2.1, if the underwriter advises
the Initiating Holder in writing that marketing factors require a limitation of
the number of shares to be underwritten, then the Initiating Holder shall so
advise all Holders of Registrable Securities that would otherwise be
underwritten pursuant hereto, and the number of shares of Registrable
Securities that may be included in the underwriting shall be allocated among
all Holders electing to include shares in the offering, including the
Initiating Holder, in proportion (as nearly as practicable) to the amount of
Common Stock owned by each Holder.


 


2.1.4.       Notwithstanding
the foregoing, if the Company shall furnish to Holders requesting a
registration statement pursuant to this Section 2.1 a certificate
signed by the President or Chief Executive Officer of the Company stating that,
in the good faith judgment of the Board of Directors of the Company, it would
be seriously detrimental to the Company and its stockholders for such
registration statement to be filed and that it is, therefore, in the best
interest of the Company to defer the filing of such registration statement,
then the Company shall have the right to defer taking action with respect to
such filing for a period ending not more than the earlier of 90 days after
receipt of the request of the Initiating Holder and the date that such
registration would no longer be seriously detrimental; provided, however,
that the Company may not exercise the right to defer such filing more than two
times during any 12 month period.


 


2.1.5.       In
addition, the Company shall not be obligated to effect, or to take any action to
effect, any registration pursuant to this Section 2.1:


 


4

















 


2.1.5.1.            after the Company has effected four
registrations in the aggregate pursuant to this Section 2.1 and
such registrations have been declared or ordered effective and have remained
effective for the period specified in Section 2.3.1;


 


2.1.5.2.            during the period starting with the
date that is 30 days prior to the Company’s good faith estimate of the date of
filing of, and ending on the date that is 180 days after the effective date of,
a registration subject to Section 2.2, provided that the Company is
actively employing in good faith all reasonable efforts to cause such
registration statement to be declared effective; or


 


2.1.5.3.            if the Initiating Holder proposes to
dispose of shares of Registrable Securities that may be immediately registered
on Form S-3 pursuant to a request made pursuant to Section 2.10.


 


2.2.          Company Registration.  If the Company proposes to register
(including, for this purpose of this Section 2.2, (a) any
registration effected by the Company for any stockholders other than the
Holders, and (b) any registration effected pursuant to Section 2.1
or 2.10) any of its Shares or other equity securities under the 1933 Act
in connection with a public offering of such securities (other than a
registration relating solely to the sale of securities to participants in a
Company stock plan or a registration relating to a Rule 145 transaction or
on Form S-4 in connection with a merger, 
acquisition, divestiture, reorganization or similar event), then the
Company shall, at such time, promptly give each Holder written notice of such
proposed registration.  Upon the written
request of each Holder given within 20 days after mailing of such notice, the
Company shall, subject to the provisions of Section 2.7, include in
the registration statement on the same terms and conditions as the securities
otherwise being sold in such registration all of the Registrable Securities
that each such Holder has requested to be registered.


 


2.3.          Obligations of the Company.  Whenever required under this Section 2
to effect the registration of any Registrable Securities, the Company shall, as
expeditiously as reasonably possible:


 


2.3.1.       prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use commercially reasonable efforts to cause such registration
statement to become effective, and keep such registration statement effective
for a period of up to 120 days;


 


2.3.2.       furnish,
at least 10 business days before filing such registration statement, a
prospectus relating thereto or any amendments or supplements relating to such a
registration statement or prospectus, to one counsel selected by the Initiating
Holder (the “Holder’s
Counsel”), copies of all such documents proposed to be filed (it
being understood that such 10 business day period need not apply to successive
drafts of the same document proposed to be filed so long as such successive
drafts are supplied to such counsel in advance of the proposed filing by a
period of time that is customary and reasonable under the circumstances);


 


2.3.3.       prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration
statement as 


 


5

















 


may be necessary to comply with the provisions of the
1933 Act with respect to the disposition of all securities covered by such
registration statement;


 


2.3.4.       notify
in writing the Holder’s Counsel promptly (a) of the receipt by the Company
of any notification with respect to any comments by the SEC with respect to
such registration statement or prospectus or any amendment or supplement
thereto or any request by the SEC for the amending or supplementing thereof or
for additional information with respect thereto, (b) of the receipt by the
Company of any notification with respect to the issuance by the SEC of any stop
order suspending the effectiveness of such registration statement or prospectus
or any amendment or supplement thereto or the initiation of any action
threatening any proceeding for that purpose and (c) of the receipt by the
Company of any notification with respect to the suspension of the qualification
of such Registrable Securities for sale in any jurisdiction or the initiation
of any action threatening the qualification of such Registrable Securities for
sale in any jurisdiction;


 


2.3.5.       furnish
to the Holders such numbers of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the 1933 Act and such other
documents as they may reasonably request in order to facilitate the disposition
of Registrable Securities owned by them;


 


2.3.6.       use
commercially reasonable efforts to register and to qualify the securities
covered by such registration statement under such other securities or blue sky
laws of such jurisdictions as shall be reasonably requested by the Holders; provided,
however, that the Company shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general
consent to service of process or subject itself to taxation in any such states
or jurisdictions;


 


2.3.7.       in
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter of such offering, provided each Holder participating
in such underwriting shall also enter into and perform its obligations under
such underwriting agreement;


 


2.3.8.       notify
each Holder of Registrable Securities covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under
the 1933 Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing and, at the request of such
Holder, prepare and furnish to such Holder a reasonable number of copies of a
supplement to or amendment of such prospectus as may be necessary so that, as
thereafter delivered to the offerees of such shares, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing;


 


2.3.9.       make
available for inspection by each Holder of Registrable Securities covered by
such registration statement, the Holder’s Counsel or any underwriter
participating in 


 


6

















 


any disposition pursuant to such registration
statement and any attorney, accountant or other agent retained by any such
Holder or underwriter (collectively, the “Inspectors”), all pertinent financial and
other records, pertinent corporate documents and properties of the Company
(collectively, the “Records”),
as shall be reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company’s officers, directors and employees to
supply all information (together with the Records, the “Information”)
reasonably requested by any such Inspector in connection with such registration
statement.  Any of the Information that
the Company determines in good faith to be confidential, and of which
determination the Inspectors are so notified, shall not be disclosed by the
Inspectors to any third party unless (a) the disclosure of such
Information is necessary to avoid or correct a misstatement or omission in the
registration statement, (b) the release of such Information is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction or
a governmental agency having jurisdiction over such matter or (c) such
Information has been made generally available to the public.  The Holders of any Registrable Securities
covered by such registration statement hereby agree that they will, upon
learning that disclosure of such Information is sought by a court of competent
jurisdiction or a governmental agency having jurisdiction over such matter,
give notice to the Company and allow the Company, at the Company’s expense, to
undertake appropriate action to prevent disclosure of the Information deemed
confidential;


 


2.3.10.     in
the case of an underwritten offering, use commercially reasonable efforts to
obtain from its independent certified public accountants “comfort” letters (a) listing
the Company and each selling Holder as an addressee thereof or otherwise naming
the Company and each selling Holder as a third party beneficiary thereof and (b) otherwise
in customary form and at customary times and covering matters of the type
customarily covered by comfort letters;


 


2.3.11.     in
the case of an underwritten offering, use commercially reasonable efforts to
obtain from its counsel an opinion or opinions (a) listing the Company and
each selling Holder as an addressee thereof or otherwise naming the Company and
each selling Holder as a third party beneficiary thereof and (b) otherwise
covering such matters as are customary in such transactions;


 


2.3.12.     provide
a transfer agent and registrar (which may be the same entity and which may be
the Company) for such Registrable Securities;


 


2.3.13.     issue
to any underwriter to which any Holder may sell shares in such offering one or
more certificates evidencing such Registrable Securities;


 


2.3.14.     use
commercially reasonable efforts to assist the selling Holders and the managing
underwriters or agents, if any, in marketing the Registrable Securities that
are included in the registration statement, including, without limitation,
causing its officers and employees to participate in any “roadshow” and other
investor presentations that the Requisite Holders may reasonably request;


 


2.3.15.     cause
all such Registrable Securities registered pursuant hereto to be listed on each
securities exchange or nationally recognized quotation system on which similar
securities issued by the Company are then listed or, if no such securities are
then listed, on each 


 


7

















 


securities exchange or nationally recognized quotation
system reasonably requested by the Requisite Holders; and


 


2.3.16.     subject
to all of the other provisions of this Agreement, use commercially reasonable
efforts to take all other steps necessary to effect the registration of such
Registrable Securities contemplated hereby.


 


The Company may suspend the use of a prospectus
included in any registration statement filed pursuant to this Agreement if the
Company is then in possession of material, non-public information, the
disclosure of which the Board of Directors of the Company has reasonably
determined in good faith would have a material adverse effect upon the
Company.  The Company shall promptly
notify all Holders of Registrable Securities included in such registration
statement upon such determination by the Board of Directors and, upon receipt
of such notice, each such Holder shall immediately discontinue any sales of
Registrable Securities pursuant to such registration statement.  Upon such suspension, the Company shall take
all commercially reasonable steps to cause the condition that caused such
suspension to cease to exist as soon as practicable (but such efforts need not
include the abandonment of any proposed transaction).  The Company hereby agrees that no such
suspension shall last more than 90 days without the prior written consent of
the Requisite Holders.


 


2.4.          Furnish Information.  It shall be a condition precedent to the
obligations of the Company to take any action pursuant to this Section 2
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information (as determined by the
Company) regarding itself, the Registrable Securities held by it, and the
intended method of disposition of such securities as shall be required to
effect the registration of such Holder’s Registrable Securities.


 


2.5.          Expenses of Demand Registration.  All expenses (other than underwriting
discounts and commissions) incurred in connection with any registrations,
filings or qualifications made pursuant to Section 2.1, including,
without limitation, all registration, filing and qualification fees, printers’
and accounting fees, and fees and disbursements of counsel for the Company and
the reasonable fees and disbursements of Holder’s Counsel, shall be borne by
the Company; provided, however, that the Company shall not be
required to pay for (and instead all participating Holders shall pay a pro rata
portion of) any expenses of any registration proceeding begun pursuant to Section 2.1
if the registration request is subsequently withdrawn at the request of the
Holders of a majority of the Registrable Securities to be registered (including
the Initiating Holder), unless the Initiating Holder agrees (which agreement
shall be binding upon all other Requisite Holders) to forfeit their right to
one demand registration pursuant to Section 2.1; provided, further, that, if at the time of
such withdrawal, such Holders have learned of a material adverse change in the
condition or business of the Company (financial or otherwise) or the market for
the Company’s securities and have withdrawn the registration request with
reasonable promptness following disclosure by the Company of such material
adverse change, then such Holders shall not be required to pay any of such
expenses and such withdrawn request shall not constitute a demand registration
for purposes of Section 2.1.5.1.


 


8














 


2.6.          Expenses of Company Registration. 
The Company shall bear and pay all expenses incurred in connection with
any registration, filing or qualification of Registrable Securities with
respect to the registrations pursuant to Section 2.2, including,
without limitation, all registration, filing, and qualification fees, printers
and accounting fees relating or apportionable thereto and the fees and
disbursements of counsel for the Company and the reasonable fees and
disbursements of Holder’s Counsel, but excluding underwriting discounts and
commissions relating to the Registrable Securities.


 


2.7.          Underwriting Requirements. 
In connection with any offering involving an underwriting of shares of
the Company’s capital stock, the Company shall not be required under Section 2.2
to include any of the Holders’ Registrable Securities in such underwriting
unless they accept the terms of the underwritten offering as agreed upon
between the Company and the underwriters selected by it (or by other Persons
entitled to select the underwriters), and then only in such quantity as the
underwriters determine in their sole discretion will not jeopardize the success
of the offering by the Company.  If the
total amount of securities, including Registrable Securities, requested by the
Holders to be included in such offering exceeds the amount of securities to be
sold that the underwriters determine in their sole discretion is compatible
with the success of the offering, then the Company shall be required to include
in the offering only that number of such securities, including Registrable
Securities, that the underwriters determine in their sole discretion will not
jeopardize the success of the offering. 
In such event, the registration shall include that number of securities
in the following order:


 


2.7.1.       first,
securities to be registered by the Company;


 


2.7.2.       second,
Registrable Securities, pro rata based upon the number of Registrable
Securities owned by Holders thereof at the time of such registration; and


 


2.7.3.       third,
all other securities to be sold by Stockholders of the Company other than
Holders of Registrable Securities.


 


2.8.          Indemnification.


 


2.8.1.       To
the extent permitted by law, the Company will indemnify and hold harmless each
Holder, any underwriter (as defined in the 1933 Act) for such Holder and each
Person, if any, who Controls such Holder or underwriter within the meaning of
the 1933 Act, the 1934 Act, against any losses, claims, damages or liabilities
(joint or several) to which they may become subject under the 1933 Act, the
1934 Act or other federal or state securities law, in each case insofar as such
losses, claims, damages, or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a “Violation”): (a) any untrue statement or alleged
untrue statement of a material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, (b) the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, or (c) any
violation or alleged violation by the Company of the 1933 Act, the 1934 Act,
any state securities law or any rule or regulation promulgated under the
1933 Act, the 1934 Act or any state securities law; and the Company will pay to
each such Holder, underwriter 


 


9

















 


or Controlling Person, as incurred, any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 2.8.1 shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon a Violation that
occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder,
underwriter or Controlling Person.


 


2.8.2.       To
the extent permitted by law, each selling Holder will indemnify and hold
harmless the Company, each of its directors, each of its officers who has
signed the registration statement, each Person, if any, who Controls the
Company within the meaning of the 1933 Act, any underwriter, any other Holder
selling securities in such registration statement and any Controlling Person of
any such underwriter or other Holder, against any losses, claims, damages or
liabilities (joint or several) to which any of the foregoing Persons may become
subject, under the 1933 Act, the 1934 Act or other federal or state securities
law, in each case insofar as such losses, claims, damages or liabilities (or
actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder expressly for use in connection with such registration; and each such
Holder will pay, as incurred, any legal or other expenses reasonably incurred
by any Person intended to be indemnified pursuant to this Section 2.8.2,
in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity
agreement contained in this Section 2.8.2 shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Holder, which consent
shall not be unreasonably withheld; provided, further, that in no
event shall any indemnity obligation under this Section 2.8.2
exceed the net proceeds from the offering received by such Holder, except in
the case of willful fraud by such Holder.


 


2.8.3.       Promptly
after receipt by an indemnified party under this Section 2.8 of
notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made
against any indemnifying party under this Section 2.8, deliver to
the indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an
indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain one
separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by
the indemnifying party would be inappropriate due to actual or potential
differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. 
The failure to deliver written notice to the indemnifying party within a
reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section 2.8,
but the omission so to deliver written notice to the indemnifying 


 


10

















 


party will not relieve it of any liability that it may
have to any indemnified party otherwise than under this Section 2.8.


 


2.8.4.       If
the indemnification provided for in this Section 2.8 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, liability, claim, damage or expense referred to therein,
then the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amount paid or payable by such indemnified
party as a result of such loss, liability, claim, damage or expense in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party, on the one hand, and of the indemnified party, on the other hand, in
connection with the statements or omissions that resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations; provided, however, that in no event shall any contribution
by a Holder under this Section 2.8.4 when combined with any amounts
paid pursuant to Section 2.8.2 exceed the net proceeds from the
offering received by such Holder, except in the case of willful fraud by such
Holder.  The relative fault of the
indemnifying party and of the indemnified party shall be determined by
reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified party
and the parties’ relative intent, knowledge, access to information, and
opportunity to correct or prevent such statement or omission.


 


2.8.5.       Notwithstanding
the foregoing, to the extent that provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection
with the underwritten public offering are in conflict with the foregoing
provisions, the provisions in the underwriting agreement shall control.


 


2.8.6.       The
obligations of the Company and Holders under this Section 2.8 shall
survive the completion of any offering of Registrable Securities in a
registration statement under this Section 2 or otherwise.


 


2.9.          Reports Under Securities Exchange Act of 1934. 
With a view to making available to the Holders the benefits of Rule 144
of the 1933 Act and any other rule or regulation of the SEC that may at
any time permit a Holder to sell securities of the Company to the public
without registration or pursuant to a registration on Form S-3 pursuant to
Section 2.10, the Company agrees to use commercially reasonable
efforts to:


 


2.9.1.       make
and keep public information available, as those terms are understood and
defined in Rule 144, at all times after the effective date of the first
registration statement filed by the Company for the offering of its securities
to the general public;


 


2.9.2.       take
such action, including the voluntary registration of its Common Stock under Section 12
of the 1934 Act, as is necessary to enable the Holders to utilize Form S-3
for the sale of their Registrable Securities pursuant to Section 2.10,
such action to be taken as soon as practicable after the end of the fiscal year
in which the first registration statement filed by the Company for the offering
of its securities to the general public is declared effective;


 


11

















 


2.9.3.       file
with the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act; and


 


2.9.4.       furnish
to any Holder, so long as the Holder owns any Registrable Securities, forthwith
upon request (a) a written statement by the Company that it has complied
with the reporting requirements of Rule 144 (at any time after 90 days
after the effective date of the first registration statement filed by the
Company), the 1933 Act and the 1934 Act (at any time after it has become
subject to such reporting requirements), or that it qualifies as a registrant
whose securities may be resold pursuant to Form S-3 (at any time after it
so qualifies), (b) a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the Company and (c) such
other information as may be reasonably requested in availing any Holder of any rule or
regulation of the SEC that permits the selling of any such securities without
registration or pursuant to such form.


 


2.10.        Form S-3 Registration. 
If the Company shall receive from the Requisite Holders a written
request or requests that the Company effect a registration on Form S-3 and
any related qualification or compliance with respect to all or a part of the
Registrable Securities owned by such Holders, then the Company will:


 


2.10.1.     promptly
give written notice of the proposed registration, and any related qualification
or compliance, to all other Holders; and


 


2.10.2.     as
soon as practicable, effect such registration and all such qualifications and
compliances as may be so requested and as would permit or facilitate the sale
and distribution of all or such portion of such Holders’ Registrable Securities
as are specified in such request, together with all or such portion of the
Registrable Securities of any other Holder or Holders joining in such request
as are specified in a written request given within 20 days after receipt of
such written notice from the Company; provided, however, that the
Company shall not be obligated to effect any such registration, qualification
or compliance, pursuant to this Section 2.10:


 


2.10.2.1.                if Form S-3 is not available for such offering by the Holders;


 


2.10.2.2.                if the Company shall furnish to the Holders a certificate signed by the
President or Chief Executive Officer of the Company stating that, in the
reasonable good faith judgment of the Board of Directors of the Company, it
would be seriously detrimental to the Company and its stockholders for such Form S-3
Registration to be effected at such time, in which event the Company shall have
the right to defer the filing of the Form S-3 registration statement for a
period ending not more than the earlier of 90 days after receipt of the request
of the Holder or Holders under this Section 2.10 and the date that
such registration would no longer be seriously detrimental; provided, however,
that the Company may not exercise the right to defer such filing more than two
times during any 12 month period;


 


12

















 


2.10.2.3.                if the Company has, within the six month period preceding the date of
such request, already effected one registration on Form S-3 for the
Holders pursuant to this Section 2.10; or


 


2.10.2.4.                in any particular jurisdiction in which the Company would be required
to qualify to do business or to execute a general consent to service of process
or subject itself to taxation in effecting such registration, qualification or
compliance.


 


2.10.3.     Subject
to the foregoing, the Company shall file a registration statement covering the
Registrable Securities and other securities so requested to be registered as
soon as practicable after receipt of the request or requests of the applicable
Holders. All expenses incurred in connection with a registration requested
pursuant to Section 2.10 (other than underwriting discounts and
commissions), including, without limitation, all registration, filing,
qualification, printer’s and accounting fees and counsel for the Company and
the reasonable fees and disbursements of Holders’ Counsel, shall be borne by
the Company.  Registrations effected
pursuant to this Section 2.10 shall not be counted as demands for
registration pursuant to Section 2.1.


 


2.11.        Assignment of Registration Rights. 
The rights to cause the Company to register Registrable Securities
pursuant to this Section 2 may be assigned (but only with all
related obligations) by a Holder to any transferee or assignee of such
securities otherwise permitted under this Agreement, provided (a) the
Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned, (b) such
transferee or assignee agrees in writing to be bound by and subject to the
terms and conditions of this Section 2 (including, without
limitation, this Section 2.11), (c) if the assignee is not an
Affiliate of such Holder, then the Company does not reasonably determine in
good faith that such assignee or any of its Subsidiaries or Affiliates is a
competitor of the Company and (d) such assignment shall be effective only
if immediately following such transfer the further disposition of such
securities by the transferee or assignee is restricted under the 1933 Act.


 


2.12.        “Market Stand-Off” Agreement. 
Each Stockholder hereby agrees that it will not, without the prior
written consent of the managing underwriter, during the period commencing on
the date of the final prospectus relating to the Company’s initial public
offering of equity securities and ending on the date specified by the Company
and the managing underwriter (such period not to exceed one hundred eighty
(l80) days) (a) lend, offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, or otherwise transfer or dispose of,
directly or indirectly, any Registrable Securities (whether such shares or any
such securities are then owned by the Stockholder or are thereafter acquired),
or (b) enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any
Registrable Securities, whether any such transaction described in clause (a) or
(b) above is to be settled by delivery of Registrable Securities, in cash
or otherwise.  In order to enforce the
foregoing, the Company may impose stop transfer instructions with respect to
any shares of Registrable Securities until the end of such period. The
foregoing provisions of this Section 2.12 shall apply only to the
Company’s initial public offering of equity securities and shall not apply 


 


13

















 


to the sale of any
Registrable Securities to an underwriter pursuant to an underwriting agreement,
including in connection with such initial public offering.  The underwriters in connection with the
Company’s initial public offering are intended third party beneficiaries of
this Section 2.12 and shall have the right, power and authority to
enforce the provisions hereof as though they were a party hereto.


 


2.13.        Termination of Registration Rights. 
Except for the rights in Section 2.8, which shall survive
any termination hereof, no Holder shall be entitled to exercise any right
provided for in this Section 2 after such time at which all
Registrable Securities held by such Holder can be sold in any three month
period without registration in compliance with Rule 144 of the 1933 Act.


 


3.             Miscellaneous.


 


3.1.          Successors and Assigns.  Except as
otherwise provided herein, the terms and conditions of the Agreement shall
inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties. 
Nothing in the Agreement, express or implied, is intended to confer upon
any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
the Agreement, except as expressly provided in the Agreement.


 


3.2.          Governing Law.  This
Agreement shall be governed by and construed under the laws of the State of New
York as applied to agreements among New York residents entered into and to be
performed entirely within New York.


 


3.3.          Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.


 


3.4.          Titles and Subtitles.  The titles
and subtitles used in the Agreement are used for convenience only and are not
to be considered in construing or interpreting the Agreement.


 


3.5.          Notices.  Unless
otherwise provided, any notice required or permitted under the Agreement shall
be given in writing and shall be deemed effectively given upon personal
delivery to the party to be notified or upon delivery by confirmed facsimile
transmission or nationally recognized overnight courier service or 48 hours
after being deposited with the United States Post Office, by registered or
certified mail, postage prepaid and addressed to the party to be notified at
the address indicated for such party on the signature page hereof (or, if
no such address is indicated on the applicable signature page, then at the
address for such Stockholder shown on the books and records of the Company), or
at such other address as such party may designate by 10 days’ advance written notice
to the other parties.


 


3.6.          Expenses.  If any action
at law or in equity is necessary to enforce or interpret the terms of the
Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to
which such party may be entitled.


 


14

















 


3.7.          Amendments and Waivers.  Any term of
the Agreement may be amended and the observance of any term of the Agreement
may be waived (either generally or in a particular instance and either
retroactively or prospectively), in each case only with the written consent of
the Company and the Requisite Holders; provided, however, that if
such amendment or waiver adversely affects the rights granted to, or
obligations imposed on, a specific Stockholder by name or a specific class of
Stockholders in this Agreement, then such amendment or waiver shall also
require the written consent of such Stockholder or the majority of the
outstanding shares of such class, as the case may be.  Any amendment or waiver effected in
accordance with this Section 3.7 shall be binding upon each
Stockholder and the Company.


 


3.8.          Severability.  If one or
more provisions of the Agreement are held to be unenforceable under applicable
law, such provision shall be excluded from the Agreement, and the balance of
the Agreement shall be interpreted as if such provision were so excluded, and
shall be enforceable in accordance with its terms.


 


3.9.          No Effect on Lender Relationship. 
The Company and each Stockholder acknowledge and agree that,
notwithstanding anything in this Agreement to the contrary, nothing contained
in this Agreement shall affect, limit or impair the rights and remedies of any
Stockholder(s) or any of its or their respective Affiliates (a) in
its or their capacity as a lender or as agent for lenders to the Company or any
of its Subsidiaries pursuant to any agreement under which the Company or any of
its Subsidiaries has borrowed money, including, without limitation, the Junior
Loan Agreement or (b) in its or their capacity as a lender or as agent for
lenders to any other Person who has borrowed money.  Without limiting the generality of the
foregoing, any such Person, in exercising its rights as a lender, including
making its decision on whether to foreclose on any collateral security, will
have no duty to consider (x) its or any of its Affiliates’ status as a
Stockholder, (y) the interests of the Company or its Subsidiaries or (z) any
duty it may have to any other Stockholders, except as may be required under the
applicable loan documents or by commercial law applicable to creditors
generally.  No consent, approval, vote or
other action taken or required to be taken by any Stockholder in such capacity
shall in any way impact, affect or alter the rights and remedies of ZM or any
of its Affiliates as a lender or agent for lenders.


 


[Signature Pages Follow]


 


15

















 


IN WITNESS WHEREOF, the parties have executed this
Amended and Restated Registration Rights Agreement as of the date first above
written.


 


	
   

  	
  ERICKSON
  AIR-CRANE INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ UDO RIEDER

  
	
   

  	
  Name:

  	
  Udo Rieder

  
	
   

  	
  Title:

  	
  Chief Executive
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  5550 SW Macadam
  Ave., Ste. 200

  
	
   

  	
   

  	
  Portland, Oregon
  97239

  
	
   

  	
   

  	
  Facsimile: (503)
  505-5800

  
	
   

  	
   

  	
  Attention: Chief
  Executive Officer

  



 


SIGNATURE PAGES TO
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT


 

















 


	
   

  	
  ZM EAC LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ QUINN MORGAN

  
	
   

  	
  Name:

  	
  Quinn Morgan

  
	
   

  	
  Title:

  	
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o ZM Private
  Equity Fund I, L.P.

  
	
   

  	
   

  	
  745 Fifth
  Avenue, 16th Floor

  
	
   

  	
   

  	
  New York, New
  York 10151

  
	
   

  	
   

  	
  Facsimile: (646)
  720-9086

  
	
   

  	
   

  	
  Attention: Quinn
  Morgan

  
	
   

  	
   

  	
  Kenneth Lau

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  in each case
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Latham and
  Watkins LLP

  
	
   

  	
   

  	
  885 Third
  Avenue, Suite 1000

  
	
   

  	
   

  	
  New York, New
  York 10022

  
	
   

  	
   

  	
  Facsimile: (212)
  751-4864

  
	
   

  	
   

  	
  Attention: Jane
  Summers

  
	
   

  	
   

  	
  John Giouroukakis

  



 


SIGNATURE PAGES TO
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT


 

















 


	
   

  	
  ZM Private
  Equity Fund I, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ QUINN MORGAN

  
	
   

  	
  Name:

  	
  Quinn Morgan

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o ZM Private
  Equity Fund I, L.P.

  
	
   

  	
   

  	
  745 Fifth
  Avenue, 16th Floor

  
	
   

  	
   

  	
  New York, New
  York 10151

  
	
   

  	
   

  	
  Facsimile: (646)
  720-9086

  
	
   

  	
   

  	
  Attention: Quinn
  Morgan

  
	
   

  	
   

  	
  Kenneth Lau

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  in each case
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Latham and
  Watkins LLP

  
	
   

  	
   

  	
  885 Third
  Avenue, Suite 1000

  
	
   

  	
   

  	
  New York, New
  York 10022

  
	
   

  	
   

  	
  Facsimile: (212)
  751-4864

  
	
   

  	
   

  	
  Attention: Jane
  Summers

  
	
   

  	
   

  	
  John Giouroukakis

  



 


SIGNATURE PAGES TO
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT


 

















 


	
   

  	
  ZM Private Equity
  Fund II, L.P.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ QUINN MORGAN

  
	
   

  	
  Name:

  	
  Quinn Morgan

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  c/o ZM Private
  Equity Fund I, L.P.

  
	
   

  	
   

  	
  745 Fifth
  Avenue, 16th Floor

  
	
   

  	
   

  	
  New York, New
  York 10151

  
	
   

  	
   

  	
  Facsimile: (646)
  720-9086

  
	
   

  	
   

  	
  Attention: Quinn
  Morgan

  
	
   

  	
   

  	
  Kenneth Lau

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  in each case
  with a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Latham and
  Watkins LLP

  
	
   

  	
   

  	
  885 Third
  Avenue, Suite 1000

  
	
   

  	
   

  	
  New York, New
  York 10022

  
	
   

  	
   

  	
  Facsimile: (212)
  751-4864

  
	
   

  	
   

  	
  Attention: Jane
  Summers

  
	
   

  	
   

  	
  John Giouroukakis

  



 


SIGNATURE PAGES TO
STOCKHOLDERS AND REGISTRATION RIGHTS AGREEMENT