AMENDMENT NO. 1 TO THE SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • July 26th, 2012 • Tyco Flow Control International Ltd. • Special industry machinery (no metalworking machinery) • New York
THIS AMENDMENT NO. 1, dated as of July 25, 2012 (this “Amendment”), to the Separation and Distribution Agreement, dated as of March 27, 2012 (the “Separation Agreement”), is among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland and presently a direct wholly-owned Subsidiary of Trident (“Fountain”), and The ADT Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Trident (“Athens”, and together with Trident and Fountain, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement.
AMENDMENT NO. 1 TO THE MERGER AGREEMENTMerger Agreement • July 26th, 2012 • Tyco Flow Control International Ltd. • Special industry machinery (no metalworking machinery) • New York
THIS AMENDMENT NO. 1, dated as of July 25, 2012 (this “Amendment”), to the Merger Agreement, dated as of March 27, 2012 (the “Merger Agreement”), is among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland and presently a direct wholly-owned Subsidiary of Trident (“Fountain”), Panthro Acquisition Co., a Delaware corporation and a direct wholly-owned Subsidiary of Fountain (“AcquisitionCo”), Panthro Merger Sub, Inc., a Minnesota corporation and a direct wholly-owned Subsidiary of AcquisitionCo (“Merger Sub”), and Pentair, Inc., a Minnesota corporation (“Patriot” and, together with Trident, Fountain, AcquisitionCo and MergerSub, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • July 26th, 2012 • Tyco Flow Control International Ltd. • Special industry machinery (no metalworking machinery) • New York
This license agreement (this “Agreement”) is entered into and effective this day of , 2012 (the “Effective Date”). This Agreement is made by and between Tyco International Services Holding GmbH (“Licensor”), with a registered seat at Freier Platz 10, in 8200 Schaffhausen, Switzerland, and Tyco Flow Control International Ltd. (t/b/k/a Pentair Ltd.), a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland with an address at c/o Pentair, Inc., 5500 Wayzata Boulevard, Suite 800 Golden Valley, Minnesota 55416 (“Licensee”) (each individually a “Party” and collectively, the “Parties”) and, solely for purposes of Section 12(p) herein, Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Licensor Parent”).
