0001193125-18-006132 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 8th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York

This Registration Rights Agreement (as amended from time to time, this “Agreement”) is dated as of [ ], 2018, and is between Gates Industrial Corporation plc, a public limited company organized under the laws of England and Wales (the “Company”), and the Blackstone Parties (as defined below).

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SHAREHOLDERS AGREEMENT DATED AS OF [ ], 2018 AMONG GATES INDUSTRIAL CORPORATION PLC AND THE OTHER PARTIES HERETO
Shareholders Agreement • January 8th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York

This Shareholders’ Agreement is entered into as of [ ], 2018 by and among Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and each of the other parties from time to time party hereto (collectively, the “Shareholders”).

SUPPORT AND SERVICES AGREEMENT
Support and Services Agreement • January 8th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York

This SUPPORT AND SERVICES AGREEMENT (this “Agreement”) is dated as of [●], 2018, and is among Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Gates Corporation, a Delaware corporation (“Gates Corporation” and, together with the Company, the “New Gates Parties”), Blackstone Capital Partners (Cayman) VI L.P., an exempted limited partnership organized under the laws of the Cayman Islands (together with its affiliated co-investing funds, “BCP”), and Blackstone Management Partners L.L.C., a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”), and Blackstone Tactical Opportunities Advisors L.L.C., a Delaware limited liability company affiliated with Blackstone (“BTOA” and, together with BMP, the “Managers”).

MONITORING FEE AGREEMENT
Monitoring Fee Agreement • January 8th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment • New York

This MONITORING FEE AGREEMENT (this “Agreement”) is dated as of [●], 2018, and is among Gates Industrial Corporation plc, a public limited company incorporated under the laws of England and Wales (the “Company”), Gates Corporation, a Delaware corporation (“Gates Corporation” and, together with the Company, the “New Gates Parties”), Blackstone Management Partners L.L.C., a Delaware limited liability company (“BMP”) affiliated with The Blackstone Group L.P. (“Blackstone”), and Blackstone Tactical Opportunities Advisors L.L.C., a Delaware limited liability company affiliated with Blackstone (“BTOA” and, together with BMP, the “Managers”).

DEED OF INDEMNITY made by GATES INDUSTRIAL CORPORATION PLC and
Deed of Indemnity • January 8th, 2018 • Gates Industrial Corp PLC • General industrial machinery & equipment
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