0001047469-12-007071 Sample Contracts

TENDER AGREEMENT
Tender Agreement • July 9th, 2012 • Melrose PLC • Measuring & controlling devices, nec

This TENDER AGREEMENT, dated as of 29 June, 2012 (this “Agreement”), is among Melrose PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Melrose”) and Thomas Preute (the “Security Holder”).

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Investment Agreement among Elster Group SE Frankenstr. 362 45133 Essen Germany (“Elster”) Mintford AG Benrather Straße 18-20 40213 Düsseldorf Germany (“Bidder”) and Melrose PLC Leconfield House Curzon Street London W1J 5JA United Kingdom (“Melrose”)...
Investment Agreement • July 9th, 2012 • Melrose PLC • Measuring & controlling devices, nec

in each case howsoever it is proposed that such transaction be implemented (and whether or not subject to any (pre-) conditions);

TENDER AGREEMENT
Tender Agreement • July 9th, 2012 • Melrose PLC • Measuring & controlling devices, nec

This TENDER AGREEMENT, dated as of June 28, 2012 (this “Agreement”), is among Melrose PLC, a public limited company incorporated under the laws of the United Kingdom and registered in England and Wales (“Melrose”) and the entities listed on Schedule I hereto (collectively the “Company Security Holders” and each a “Company Security Holder”).

NON DISCLOSURE AGREEMENT REGARDING between Elster Group SE Frankenstr. 362 45133 Essen Germany (hereafter Company) and Melrose PLC Leconfield House Curzon Street London W1J 5JA United Kingdom (hereafter Interested Party) (Company and Interested Party...
Non Disclosure Agreement • July 9th, 2012 • Melrose PLC • Measuring & controlling devices, nec

The Company is a one-tier European stock corporation (Societas Europaea or SE) incorporated under the laws of the Federal Republic of Germany and registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Essen under HRB 22030 whose American Depositary Shares (ADS) are listed on the New York Stock Exchange (NYSE).

COST COMPENSATION AGREEMENT REGARDING between Elster Group SE Frankenstr. 362 45133 Essen Germany (hereafter Company) and Melrose PLC Leconfield House Curzon Street London W1J 5JA United Kingdom (hereafter Interested Party) (Company and Interested...
Cost Compensation Agreement • July 9th, 2012 • Melrose PLC • Measuring & controlling devices, nec

The Company is a one-tier European stock corporation (Societas Europaea or SE) incorporated under the laws of the Federal Republic of Germany and registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Essen under HRB 22030 whose American Depositary Shares (ADS) are listed on the New York Stock Exchange (NYSE).

NON-SOLICITATION AGREEMENT REGARDING between Elster Group SE Frankenstr. 362 45133 Essen Germany (hereafter Company) and Melrose PLC Leconfield House Curzon Street London W1J 5JA United Kingdom (hereafter Interested Party) (Company and Interested...
Non-Solicitation Agreement • July 9th, 2012 • Melrose PLC • Measuring & controlling devices, nec

The Company is a one-tier European stock corporation (Societas Europaea or SE) incorporated under the laws of the Federal Republic of Germany and registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Essen under HRB 22030 whose American Depositary Shares (ADS) are listed on the New York Stock Exchange (NYSE).

HIGHLY CONFIDENTIAL INDEMNITY AGREEMENT REGARDING between Elster Group SE Frankenstr. 362 45133 Essen Germany (hereafter Company) and Melrose PLC Leconfield House Curzon Street London W1J 5JA United Kingdom (hereafter Interested Party) (Company and...
Indemnity Agreement • July 9th, 2012 • Melrose PLC • Measuring & controlling devices, nec

The Company is a one-tier European stock corporation (Societas Europaea or SE) incorporated under the laws of the Federal Republic of Germany and registered in the Commercial Register (Handelsregister) of the Local Court (Amtsgericht) of Essen whose American Depositary Shares (ADS) are listed on the New York Stock Exchange (NYSE).

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