Edwards Group LTD Sample Contracts

EDWARDS GROUP LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2012
Deposit Agreement • April 13th, 2012 • Edwards Group LTD • Pumps & pumping equipment • New York

DEPOSIT AGREEMENT dated as of , 2012 among EDWARDS GROUP LIMITED, a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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·] American Depositary Shares Representing [·] Ordinary Shares, par value £0.002 per share Edwards Group Limited UNDERWRITING AGREEMENT
Underwriting Agreement • May 1st, 2012 • Edwards Group LTD • Pumps & pumping equipment • New York

BARCLAYS CAPITAL INC., GOLDMAN, SACHS & CO., DEUTSCHE BANK SECURITIES INC., As Representatives of the several Underwriters named in Schedule I attached hereto,

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DEED OF INDEMNITY
Edwards Group LTD • April 23rd, 2013 • Pumps & pumping equipment

WHEREAS, highly competent persons have become more reluctant to service corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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DEED OF INDEMNITY
Edwards Group LTD • April 23rd, 2013 • Pumps & pumping equipment

WHEREAS, highly competent persons have become more reluctant to service corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

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THIRD AMENDMENT AND RESTATEMENT AGREEMENT
Credit Agreement • April 23rd, 2013 • Edwards Group LTD • Pumps & pumping equipment • New York

CREDIT AGREEMENT dated as of May 31, 2007, as amended and restated as of March 26, 2013 (this “Agreement”), among EDWARDS (CAYMAN ISLANDS II) LIMITED, a company organized in the Cayman Islands (the “Company” or the “Borrower”), EDWARDS (CAYMAN ISLANDS I) LIMITED, a company organized in the Cayman Islands (“Holdings”), the LENDERS party hereto from time to time, and DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”).

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AMENDMENT AGREEMENT RELATING TO THE SERVICE AGREEMENT DATED 24 MARCH 2011 between EDWARDS GROUP PLC and EDWARDS GROUP LIMITED and MATTHEW TAYLOR
Agreement • April 25th, 2012 • Edwards Group LTD • Pumps & pumping equipment
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Edwards Group Limited 2012 Equity Incentive Plan UK UNAPPROVED SHARE OPTION AWARD AGREEMENT
Unapproved Share Option Award Agreement • April 25th, 2012 • Edwards Group LTD • Pumps & pumping equipment • England and Wales

THIS UK UNAPPROVED SHARE OPTION AWARD AGREEMENT (this “Award Agreement”) is made and delivered as a DEED effective as of [·] (the “Date of Grant”), by Edwards Group Limited, a public limited company incorporated in the Cayman Islands (the “Company”).

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SERVICE AGREEMENT
Service Agreement • March 21st, 2012 • Edwards Group LTD • England and Wales
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Edwards Korea, Ltd. Foreign Investment Zone Occupancy (Lease) Agreement Choongchungnam -do Cheonan-si Edwards Korea, Ltd.
Edwards Group LTD • April 13th, 2012 • Pumps & pumping equipment

With respect to the Leased Premises, the Governor of Choongchungnam-do and the Mayor of Cheonan-si (hereinafter, the “Authority”) and Edwards Korea, Ltd. (hereinafter, the “Occupant”), which desires to lease and move into the Leased Premises, enter into this Occupancy Agreement (this “Agreement”) under the terms and conditions as set forth below.

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LEASE AGREEMENT hereinafter referred to as “Agreement” concluded by and between
Lease Agreement • March 21st, 2012 • Edwards Group LTD
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SHAREHOLDERS’ AGREEMENT dated as of [•], 2012 by and among CCMP CAPITAL INVESTORS II (AV-3), L.P., CCMP CAPITAL INVESTORS (CAYMAN) II, L.P., UNITAS CAPITAL INVESTORS (CAYMAN) LTD., THE MANAGEMENT SHAREHOLDERS IDENTIFIED HEREIN, and EDWARDS GROUP LIMITED
Shareholders’ Agreement • April 25th, 2012 • Edwards Group LTD • Pumps & pumping equipment • New York

This SHAREHOLDERS’ AGREEMENT is entered into as of [•], 2012 (the “Agreement”), by and among CCMP Capital Investors II (AV-3), L.P., a Cayman Islands exempted limited partnership (“AV-3”), CCMP Capital Investors (Cayman) II, L.P., a Cayman Islands exempted limited partnership (“Cayman” and together with AV-3, “CCMP”), Unitas Capital Investors (Cayman) Ltd., a Cayman Islands limited company (“Unitas”), the individuals listed on Schedule A hereto (the “Management Shareholders”), the Persons who from time to time become shareholders of the Company in accordance with the terms of this Agreement and execute and deliver a Joinder Agreement, substantially as set forth on Exhibit A hereto (a “Joinder Agreement”), and Edwards Group Limited, a Cayman Islands exempted company (the “Company”).

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SERVICE AGREEMENT between EDWARDS LIMITED and JAMES F GENTILCORE
Agreement • April 23rd, 2013 • Edwards Group LTD • Pumps & pumping equipment • England and Wales
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AMENDMENT AND WAIVER TO THE SHAREHOLDERS’ AGREEMENT February 11, 2013
Shareholders’ Agreement • April 23rd, 2013 • Edwards Group LTD • Pumps & pumping equipment • New York

WHEREAS, the undersigned parties to this amendment and waiver (this “Amendment and Waiver”) are parties to that certain Shareholders’ Agreement, dated as of May 16, 2012 (as may be amended from time to time, the “Agreement”), among (i) Edwards Group Limited, a Cayman Islands exempted company (the “Company”), (ii) CCMP Capital Investors II (AV-3), LP., a Cayman Islands exempted limited partnership (“AV-3”), (iii) CCMP Capital Investors (Cayman) II, LP., a Cayman Islands exempted limited partnership (“Cayman” and together with AV-3, “CCMP”), (iv) Unitas Capital Investors (Cayman) Ltd., a Cayman Islands limited company (“Unitas”), and (v) each person listed as a “Management Shareholder” on the signature pages thereto or that has subsequently become a party to the Agreement as a “Management Shareholder” (each a “Management Shareholder” and, collectively, the “Management Shareholders”);

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Dated 29th July 2008
Agreement • March 21st, 2012 • Edwards Group LTD
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Edwards Group Limited 2012 Equity Incentive Plan NONQUALIFIED SHARE OPTION AWARD AGREEMENT
Nonqualified Share Option Award Agreement • April 25th, 2012 • Edwards Group LTD • Pumps & pumping equipment • Delaware

THIS NONQUALIFIED SHARE OPTION AWARD AGREEMENT (this “Award Agreement”) is made effective as of [·] (the “Date of Grant”), between Edwards Group Limited, a public limited company incorporated in the Cayman Islands (the “Company”) and [·] (the “Participant”).

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Dated 24 March 2011 EDWARDS LIMITED and NIGEL HUNTON
Consultancy Agreement • March 21st, 2012 • Edwards Group LTD • England and Wales
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Edwards Group Limited 2012 Equity Incentive Plan HMRC APPROVED OPTION AWARD AGREEMENT
HMRC Approved Option Award Agreement • April 25th, 2012 • Edwards Group LTD • Pumps & pumping equipment • England and Wales

THIS HMRC APPROVED OPTION AWARD AGREEMENT (this “Award Agreement”) is made and delivered as a DEED effective as of [·] (the “Date of Grant”), by Edwards Group Limited, a public limited company incorporated in the Cayman Islands (the “Company”).

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Edwards Group Limited 2012 Equity Incentive Plan UK UNAPPROVED SHARE OPTION AWARD AGREEMENT
Award Agreement • April 23rd, 2013 • Edwards Group LTD • Pumps & pumping equipment • England and Wales

THIS UK UNAPPROVED SHARE OPTION AWARD AGREEMENT (this “Award Agreement”), effective as of 28 February 2013 (the “Date of Grant”), is made and delivered as a Deed by Edwards Group Limited, an exempted company incorporated in the Cayman Islands (the “Company”).

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FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • April 13th, 2012 • Edwards Group LTD • Pumps & pumping equipment • New York

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 21, 2012 (this “First Incremental Amendment”), among EDWARDS (CAYMAN ISLANDS I) LIMITED, an exempted company incorporated in the Cayman Islands (“Holdings”), EDWARDS (CAYMAN ISLANDS II) LIMITED, an exempted company incorporated in the Cayman Islands (the “Borrower”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”), the Existing Revolving Facility Lenders party hereto and Royal Bank of Canada (the “Incremental Revolving Facility Lender”).

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Management Services Agreement CCMP Capital Asia Ltd. CCMP Capital Asia Consulting Company Ltd. CCMP Capital Advisors, LLC Edwards UKCo 1 Limited
Edwards Group LTD • March 21st, 2012 • England and Wales

CCMP Capital Advisors, LLC a limited liability company incorporated in the State of Delaware, United States of America (“CCMP Global”)

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