TRANSACTION AGREEMENT by and among ATHENA SUPERHOLDCO, INC., TLFN HOLDING II COMPANY, GILBARCO CATLOW LLC, GRYPHON MERGER SUB INC., GENSTAR CAPITAL VII, L.P., solely in its capacity as the Seller Representative and FORTIVE CORPORATION, solely in its...Transaction Agreement • July 31st, 2018 • Fortive Corp • Industrial instruments for measurement, display, and control • Delaware
THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of July 30, 2018, is made by and among ATHENA SUPERHOLDCO, INC., a Delaware corporation (the “Company”), TLFN Holding II Company, a Delaware corporation (“Parent 1”), Gilbarco Catlow LLC, a Delaware limited liability company (“Parent 2”, and jointly and severally with Parent 1, the “Parent”), GRYPHON MERGER SUB INC., a Delaware corporation and jointly owned Subsidiary of the Parent (the “Merger Sub”), GENSTAR CAPITAL VII, L.P., a Delaware limited partnership, solely in its capacity as the representative for the Company’s securityholders (the “Seller Representative”), and, solely for purposes of Section 13.22 in its capacity as the guarantor for the payment obligations of the Parent, FORTIVE CORPORATION, a Delaware corporation (the “Parent Guarantor”). The Parent, the Merger Sub, the Company and, solely in its capacity as and solely to the extent applicable, the Seller Representative, shall be referred to herein from time to time a
