Triumph Group (TGI)

Transfer Certificate

In connection with any transfer of any of the Securities within the period prior to the expiration of the holding period applicable to the sales thereof under Rule 144(k) under the Securities Act of 1933, as amended (the “SECURITIES ACT”) (or any successor provision), the undersigned registered owner of this Security hereby certifies with respect to $                                        principal amount of the above-captioned Securities presented or surrendered on the date hereof (the “SURRENDERED SECURITIES”) for registration of transfer, or for exchange or conversion where the securities issuable upon such exchange or conversion are to be registered in a name other than that of the undersigned registered owner (each such transaction being a “TRANSFER”), that such transfer complies with the restrictive legend set forth on the face of the Surrendered Securities for the reason checked below:

o                                    A transfer of the Surrendered Securities is made to the Company or any subsidiaries; or

o                                    The transfer of the Surrendered Securities is pursuant to an effective registration statement under the Securities Act; or

o                                    The transfer of the Surrendered Securities complies with Rule 144A under the Securities Act; or

o                                    The transfer of the Surrendered Securities is pursuant to Rule 144 under the Securities Act and each of the conditions set forth in such rule have been met;

and unless the box below is checked, the undersigned confirms that, to the undersigned’s knowledge, such Securities are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act (an “AFFILIATE”).

o                                    The transferee is an Affiliate of the Company.

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(If the registered owner is a corporation, partnership or fiduciary, the title of the person signing on behalf of such registered owner must be stated.)

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