0001193125-10-234576 Sample Contracts

RESTRICTED SHARE AND SHAREHOLDER AGREEMENT
Restricted Share and Shareholder Agreement • October 22nd, 2010 • Sensus (Bermuda 2) LTD • Totalizing fluid meters & counting devices • New York

This RESTRICTED SHARE AND SHAREHOLDER AGREEMENT (this “Agreement”), entered into as of October 19, 2010 (the “Grant Date”), is by and between Louis D’Ambrosio (the “Participant”) and Sensus (Bermuda 1) Ltd., a Bermuda limited company (the “Company”). Certain capitalized terms used herein and not otherwise defined are defined in Section 13 hereof.

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