NCGNE0982_Name-Owner Change Supporting Info_12/4/2019

BUSINESS CONTRIBUTION AGREEMENT
This BUSINESS CONTRIBUTION AGREEMENT (the "Agreement') is made and entered into
effective as of November 30, 2019 (the "Effective Date") by and between:
Ingersoll-Rand Company, a corporation organized and existing under the laws of the State of
New Jersey ("Transferor"); and
Ingersoll-Rand Industrial U.S., Inc., a corporation organized and existing under the laws of the
State of Delaware ("Transferee").
Transferor and Transferee are collectively referred to as the "Parties," and each individually as a
«P,
WITNESSETH:
WHEREAS, Transferor and Transferee are affiliates of Parent;
WHEREAS, Transferor owns all of the outstanding equity interests of Transferee;

ARTICLE II
CONTRIBUTION
Section 2.1 Contribution of Transferor Assets. Subject to and in accordance with the terms of
this Agreement (including the provisions of Section 4.4) effective as of the Effective Date, Transferor
hereby contributes, transfers and assigns, and Transferee hereby receives, acquires and accepts from

Transferor, all of Transferor's right, title and interest in and to all of the following Assets (without
duplication and excluding any Intellectual Property Rights from each clause below other than clause (g)),
except for Excluded Assets (collectively, the "Transferor Assets"):

(1) the Permits set forth on Schedule 2.1(1);
Section 2.2 Assumption of Transferor Liabilities. Subject to and in accordance with the terms
of this Agreement (including the provisions of Section 4.4), effective as of the Effective Date, Transferor
hereby assigns to Transferee, and Transferee hereby accepts and assumes from Transferor and agrees to
faithfully perform, discharge and fulfill, in accordance with their respective terms, the following
Liabilities (without duplication), except for any Excluded Liabilities (collectively, the "Transferor
Liabilities"):
(iii) the Transferor Assets; or

IN WITNESS WHEREOF, the Parties have duly executed this Agreement effective as of the
Effective Date.
INGERSOLL-RAND COMPANY
By: 5,:' &
Name: Evan M. Turtz
Title: Senior Vice President, Ge/ralounsel
and Secretary
(Signature page - Business Contribution Agreement - US Industrial Business)
8481448

INGERSOLL-RAND INDUSTRIAL U.S., INC.
M!OFF
10MM-MMMMIMIMM
Title: Treasurer
(Signature page - Business Contribution Agreement - US Industrial Business)
8481448

Schedule 2.1(l)
Permits
Attached.
This Schedule 2.1(1) shall be deemed to also refer to any other Permits held by Transferor that are
intended to transfer to SpinCo pursuant to the Separation and Distribution Agreement, except for any
Permits that by their terms are not transferrable.

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