0001260221-18-000070 Sample Contracts

FORM OF OPTION AGREEMENT (2018) – FIVE-YEAR GRANT AND EXTENSION GRANT STOCK OPTION GRANT NOTICE AND STOCK OPTION AGREEMENT
Stock Option Agreement • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Delaware

TransDigm Group Incorporated, a Delaware corporation (the “Company”), pursuant to its 2014 Stock Option Plan (the “Plan”), hereby grants to the holder listed below (“Participant”), an option to purchase the number of shares of the Company’s common stock, par value $0.01 (“Stock”), set forth below (the “Option”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “Stock Option Agreement”) and the Plan, which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Stock Option Agreement.

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FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HARCOSEMCO LLC
Limited Liability Company Agreement • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

The undersigned, being the sole member of HARCOSEMCO LLC, a Connecticut limited liability company (the “Company”), does hereby execute this First Amended and Restated Limited Liability Company Agreement of the Company effective October 10, 2018. The Company was formed as a Connecticut limited liability company on March 31, 2014, upon the filing of its Articles of Organization with the Secretary of State of the State of Connecticut.

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ELEVENTH SUPPLEMENTAL INDENTURE Dated as of July 31, 2018 to Indenture Dated as of May 14, 2015 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Eleventh Supplemental Indenture • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

This ELEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2018, is entered into by and among Skandia, Inc., an Illinois corporation (the “Guaranteeing Subsidiary”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”), Transicoil LLC, a Delaware limited liability company (“Transicoil”), AeroControlex Group, Inc., a Delaware corporation (“AeroControlex”), Bruce Aerospace

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TWELFTH SUPPLEMENTAL INDENTURE Dated as of July 31, 2018 to Indenture Dated as of June 4, 2014 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Twelfth Supplemental Indenture • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

This TWELFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2018, is entered into by and among Skandia, Inc., an Illinois corporation (the “Guaranteeing Subsidiary”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”), Transicoil LLC, a Delaware limited liability company (“Transicoil”), AeroControlex Group, Inc., a Delaware corporation (“AeroControlex”), Bruce Aerospace I

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SECOND SUPPLEMENTAL INDENTURE Dated as of July 31, 2018 to Indenture Dated as of May 8, 2018 by and among TRANSDIGM UK HOLDINGS PLC, TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST...
Second Supplemental Indenture • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • New York

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2018, is entered into by and among Skandia, Inc., an Illinois corporation (the “Guaranteeing Subsidiary”), TransDigm UK Holdings plc, a United Kingdom public limited company (the “Issuer”) TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”), Transicoil LLC, a Delaware limited liability company (“Transicoil”), AeroC

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FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ELECTROMECH TECHNOLOGIES LLC The undersigned, being the sole member of Electromech Technologies LLC, a Delaware limited liability company (the “Company”), does hereby execute this...
Limited Liability Company Agreement • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec
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THIRD AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Ohio

THIS AGREEMENT, dated as of November 6, 2018, is made by and between TransDigm Group Incorporated, a Delaware corporation (the “Company”), and Robert Henderson (the “Executive”).

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FIFTEENTH SUPPLEMENTAL INDENTURE Dated as of July 31, 2018 to Indenture Dated as of October 15, 2012 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Fifteenth Supplemental Indenture • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

This FIFTEENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2018, is entered into by and among Skandia, Inc., an Illinois corporation (the “Guaranteeing Subsidiary”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”), Transicoil LLC, a Delaware limited liability company (“Transicoil”), AeroControlex Group, Inc., a Delaware corporation (“AeroControlex”), Bruce Aerospace

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EIGHTH SUPPLEMENTAL INDENTURE Dated as of July 31, 2018 to Indenture Dated as of June 9, 2016 by and among TRANSDIGM INC., TRANSDIGM GROUP INCORPORATED, THE GUARANTORS NAMED THEREIN, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
Eighth Supplemental Indenture • November 9th, 2018 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec

This EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 31, 2018, is entered into by and among Skandia, Inc., an Illinois corporation (the “Guaranteeing Subsidiary”), TransDigm Inc., a Delaware corporation (the “Company”), TransDigm Group Incorporated, a Delaware corporation (“TD Group”), Adams Rite Aerospace, Inc., a California corporation (“Adams Rite”), MarathonNorco Aerospace, Inc., a Delaware corporation (“Marathon”), Champion Aerospace LLC, a Delaware limited liability company (“Champion”), Avionic Instruments LLC, a Delaware limited liability company (“Avionic”), Skurka Aerospace Inc., a Delaware corporation (“Skurka”), CDA InterCorp LLC, a Florida limited liability company (“CDA”), Aviation Technologies, Inc., a Delaware corporation (“ATI”), AvtechTyee, Inc., a Washington corporation (“Avtech”), Transicoil LLC, a Delaware limited liability company (“Transicoil”), AeroControlex Group, Inc., a Delaware corporation (“AeroControlex”), Bruce Aerospace In

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