0001345471-12-000061 Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • June 20th, 2012 • Trian Fund Management, L.P. • Auto controls for regulating residential & comml environments • New York

This CONTRIBUTION AGREEMENT, dated as of June 15, 2012 (this "Agreement"), is made by and between Trian Partners Master Fund, L.P., a Cayman Islands exempted limited partnership, Trian Partners Master Fund (ERISA), L.P., a Cayman Islands exempted limited partnership, Trian Partners L.P., a Delaware limited partnership, Trian Partners Parallel Fund I, L.P., a Delaware limited partnership, Trian Partners Strategic Investment Fund, L.P., a Delaware limited partnership, Trian SPV (SUB) VI, L.P., a Cayman Islands limited partnership and Trian SPV (SUB) VI-A, L.P., a Cayman Islands limited partnership (each, a "Fund" and collectively, the "Funds") and Trian IR Holdco Ltd., a Cayman Islands exempted company ("Holdco"). The Funds and Holdco are referred to collectively herein as the "Parties".

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