Cooperation Agreement
This Cooperation Agreement (this “Agreement”), dated as of May 30, 2023, is by and between Triumph Group, Inc., a Delaware corporation (the “Company”), and Vision One Fund, LP, a Cayman Islands exempted limited partnership, on behalf of the entities listed on Schedule A (Vision One Fund, LP, together with such entities listed on Schedule A, the “Stockholder”). The Company and the Stockholder are sometimes together referred to herein as the “Parties,” and each, a “Party.”
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Notwithstanding anything set forth herein to the contrary, nothing set forth in this Agreement shall be deemed to (i) prevent the Stockholder from communicating privately with the Board or any of the Company’s senior executive officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require the Company or its Affiliates, the Stockholder or its Affiliates or any third party to make public disclosure with respect thereto, (ii) prevent the Stockholder from purchasing shares of Common Stock representing up to 4.9% of the then-outstanding Common Stock, or (iii) subject to Section 4(c), prevent the Stockholder from making any public or private statement or announcement with respect to any Extraordinary Transaction that is publicly announced by the Company or the counterparty to such Extraordinary Transaction.
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If to the Company:
Triumph Group, Inc.
555 E. Lancaster Avenue, Suite 400
Radnor, Pennsylvania 19087
Attention: Jennifer Allen
Email: jhallen@triumphgroup.com
With a copy (which shall not constitute notice) to:
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, New York 10001
Attention: Marie L. Gibson; Richard J. Grossman
Email: marie.gibson@skadden.com; richard.grossman@skadden.com
If to you:
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Vision One Fund, LP
c/o Vision One Management Partners, LP
800 Brickell Avenue, #601
Miami, Florida 33131
Attention: Courtney R. Mather
Email: courtney@visiononefund.com
With a copy (which shall not constitute notice) to:
Thompson Hine LLP
300 Madison Avenue, 27th Floor
New York, New York 10017
Attention: Corby J. Baumann
Email: corby.baumann@thompsonhine.com
[Signature Pages Follow]
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If the terms of this Agreement are in accordance with your understanding, please sign below and this Agreement will constitute a binding agreement among us.
TRIUMPH GROUP, INC.
By: /s/ Daniel J. Crowley
Name: Daniel J. Crowley
Title: Chairman, President and Chief Executive Officer
Acknowledged and agreed to as of the date first written above:
VISION ONE FUND, LP
By: /s/ Courtney R. Mather
Name: Courtney R. Mather
Title: CEO/CIO of Vision One Management Partners, LP
Investment Advisor to Vision One Fund, LP
[Signature Page to Cooperation Agreement]
Exhibit A
Confidentiality Agreement
Exhibit B
Observer Agreement
Exhibit C
Press Release
Schedule A
List of Vision One Entities
Vision One Management Partners, LP
Vision One Fund, LP
Vision One Management Partners GP, LLC
Vision One Fund Partners, LP
Vision One Management Partners Holdings, LP
Vision One Offshore Fund, LP
Vision One Onshore Fund, LP
Vision One Blocker I, LLC