0000950142-19-001019 Sample Contracts

SEPARATION AND DISTRIBUTION AGREEMENT

Separation and Distribution Agreement • May 6th, 2019 • Ingersoll-Rand PLC • Auto controls for regulating residential & comml environments • Delaware

• Contract Type
  Separation and Distribution Agreement
• Filed
  May 6th, 2019
• Company
  Ingersoll-Rand PLC
• Industry
  Auto controls for regulating residential & comml environments
• Jurisdiction
  Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 30, 2019 (this “Agreement”), is by and between Ingersoll-Rand plc, a public limited company incorporated in Ireland (“Moon”), and Ingersoll-Rand U.S. HoldCo, Inc., a Delaware corporation (“SpinCo”). Certain terms used in this Agreement are defined in Section 1.1.

AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 30, 2019 by and among INGERSOLL- RAND PLC, INGERSOLL-RAND U.S. HOLDCO, INC., GARDNER DENVER HOLDINGS, INC., and CHARM MERGER SUB INC.

Merger Agreement • May 6th, 2019 • Ingersoll-Rand PLC • Auto controls for regulating residential & comml environments • Delaware

• Contract Type
  Merger Agreement
• Filed
  May 6th, 2019
• Company
  Ingersoll-Rand PLC
• Industry
  Auto controls for regulating residential & comml environments
• Jurisdiction
  Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of April 30, 2019 is entered into by and among Ingersoll-Rand plc, a Republic of Ireland public limited company (“Moon”), Ingersoll-Rand U.S. HoldCo, Inc., a Delaware corporation and wholly owned Subsidiary of Moon (“SpinCo”), Gardner Denver Holdings, Inc., a Delaware corporation (“Clover”), and Charm Merger Sub Inc., a Delaware corporation and newly formed, wholly owned Subsidiary of Clover (“Merger Sub”). Each of the foregoing parties is referred to herein as a “Party” and collectively as the “Parties”.