DANA Inc

EX-2.1 · d71897dex21.htm

EX-2.1
 2
 d71897dex21.htm
 EX-2.1

 Exhibit 2.1

 EXECUTION VERSION

 SEPARATION AND DISTRIBUTION AGREEMENT

 by and among
 EATON CORPORATION
PLC,
 EATON CORPORATION,

 EATON CAPITAL UNLIMITED COMPANY,

 MOBILITY (USA) CORPORATION
 and

 DANA INCORPORATED
 Dated as
of June 10, 2026

 TABLE OF CONTENTS

 Page

 ARTICLE I DEFINITIONS

 3

 Section 1.1

 Definitions

 3

 ARTICLE II THE SEPARATION

 28

 Section 2.1

 Transfer of Assets and Assumption of Liabilities

 28

 Section 2.2

 Priority of Agreements

 34

 Section 2.3

 Termination of Intercompany Arrangements and Intercompany Accounts; Payments

 34

 Section 2.4

 Shared Contracts

 37

 Section 2.5

 Disclaimer of Representations and Warranties

 38

 Section 2.6

 Waiver of Bulk-Sale and Bulk-Transfer Laws

 39

 Section 2.7

 Certain Adjustment

 39

 Section 2.8

 Use of Parent Names

 42

 ARTICLE III CREDIT SUPPORT

 42

 Section 3.1

 Replacement of Parent Credit Support

 42

 Section 3.2

 Replacement of SpinCo Credit Support

 44

 ARTICLE IV THE DISTRIBUTION

 46

 Section 4.1

 Actions Prior to the Distribution

 46

 Section 4.2

 Conditions Precedent to the Distribution

 47

 Section 4.3

 The Distribution

 48

 Section 4.4

 Organizational Documents; Authorization of SpinCo Shares to Accomplish the Distribution and the Merger

 51

 Section 4.5

 U.S. Federal Income Tax Treatment

 51

 ARTICLE V MUTUAL RELEASES; INDEMNIFICATION

 52

 Section 5.1

 Release of Pre-Distribution Claims

 52

 Section 5.2

 Indemnification by SpinCo

 54

 Section 5.3

 Indemnification by Eaton Ohio and Eaton HoldCo

 54

 Section 5.4

 Indemnification Obligations Net of Insurance Proceeds and Third-Party Proceeds

 55

 Section 5.5

 Procedures for Indemnification of Third-Party Claims

 56

 Section 5.6

 Additional Matters

 58

 Section 5.7

 Sole and Exclusive Remedy

 59

 Section 5.8

 Covenant Not to Sue

 60

 Section 5.9

 Survival of Indemnities

 60

 Section 5.10

 Indemnified Damages

 60

 Section 5.11

 Management of Certain Actions, Government Investigations and Internal Investigations

 60

 i

 ARTICLE VI ACCESS TO INFORMATION; PRIVILEGE; CONFIDENTIALITY

 63

 Section 6.1

 Agreement for Exchange of Information; Archives; Information Included in SpinCo Intellectual Property

 63

 Section 6.2

 Ownership of Information

 64

 Section 6.3

 Compensation for Providing Information

 64

 Section 6.4

 Record Retention

 65

 Section 6.5

 Accounting Information

 65

 Section 6.6

 Limitations of Liability

 67

 Section 6.7

 Production of Witnesses; Records; Cooperation

 67

 Section 6.8

 Privileged Matters

 68

 Section 6.9

 Confidential Information

 70

 Section 6.10

 Conflicts Waiver

 72

 ARTICLE VII INSURANCE

 73

 Section 7.1

 Maintenance of Insurance and Termination of Coverage

 73

 Section 7.2

 Claims under Parent Insurance Policies

 74

 Section 7.3

 Claims under SpinCo Insurance Policies

 75

 Section 7.4

 Insurance Proceeds

 76

 Section 7.5

 Claims Not Reimbursed

 76

 Section 7.6

 D&O Policies

 76

 ARTICLE VIII FURTHER ASSURANCES AND ADDITIONAL COVENANTS

 77

 Section 8.1

 Further Assurances

 77

 Section 8.2

 Non-Solicitation Covenant

 77

 Section 8.3

 Non-Competition Covenant

 77

 Section 8.4

 Certain Acknowledgments

 78

 Section 8.5

 Ancillary Agreements

 78

 Section 8.6

 Reorganization of Eaton Indemnitors

 79

 ARTICLE IX MISCELLANEOUS

 79

 Section 9.1

 Termination

 79

 Section 9.2

 Counterparts; Entire Agreement; Corporate Power

 79

 Section 9.3

 Negotiation

 80

 Section 9.4

 Governing Law; Jurisdiction and Forum; Waiver of Jury Trial

 80

 ii

 Section 9.5

 Specific Performance

 81

 Section 9.6

 No Set-Off; Payments

 82

 Section 9.7

 Continuity of Service and Performance

 82

 Section 9.8

 Assignability

 82

 Section 9.9

 Third-Party Beneficiaries

 83

 Section 9.10

 Notices

 83

 Section 9.11

 Severability

 84

 Section 9.12

 Expenses

 84

 Section 9.13

 Headings

 84

 Section 9.14

 Survival of Covenants

 84

 Section 9.15

 Waivers of Default

 85

 Section 9.16

 Amendments

 85

 Section 9.17

 Interpretation

 85

 Section 9.18

 Parent Obligations

 85

 Exhibit A

 Form of Employee Matters Agreement

 Exhibit B

 Form of Confirmation of Intellectual Property Assignment

 Exhibit C

 Form of Intellectual Property Cross License Agreement

 Exhibit D

 Forms of Trademark License Agreements

 Exhibit E

 Form of Tax Matters Agreement

 Exhibit F

 Form of Real Estate Matters Agreement

 Exhibit G

 Form of Transition Services Agreement

 Disclosure Letter

 iii

 SEPARATION AND DISTRIBUTION AGREEMENT

 This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of June 10, 2026, is entered into by and among Eaton Corporation plc, an Irish public
limited company (“ Parent ”), Eaton Corporation, a corporation registered in the State of Ohio (“ Eaton Ohio ”), Eaton Capital Unlimited Company, an Irish public unlimited company (“ Eaton
 HoldCo ”), Mobility (USA) Corporation, a Delaware corporation (“ SpinCo ”) and Dana Incorporated, a Delaware corporation (“ Merger Partner ”). Capitalized terms used and not otherwise defined herein
shall have the respective meanings assigned to them in Article I .
 RECITALS

 WHEREAS, Parent, acting through its direct and indirect Subsidiaries, currently conducts the SpinCo Business;

 WHEREAS, Parent intends to separate the SpinCo Business from the Parent Business and, in accordance with the Restructuring Plan, to cause
(a) the SpinCo Assets to be transferred to SpinCo and other members of the SpinCo Group and (b) the SpinCo Liabilities to be assumed by SpinCo and other members of the SpinCo Group, all upon the terms and subject to the conditions set
forth in this Agreement (the “ Restructuring ”);
 WHEREAS, in accordance with the Restructuring Plan, and prior to the
Distribution, among other things, Eaton Ohio will contribute certain SpinCo Assets to SpinCo in consideration for (a) the assumption by SpinCo of certain SpinCo Liabilities, (b) the issuance of SpinCo Shares and (c) the receipt of a
portion of the SpinCo Payment to be determined in accordance with the terms and subject to the conditions set forth herein (the “ Eaton Ohio Contribution ”);

 WHEREAS, in accordance with the Restructuring Plan, following the Eaton Ohio Contribution, Eaton Ohio will distribute 100% of the SpinCo
Shares to Eaton Holding XIII, a Société à Responsabilité Limitée organized under the laws of Luxembourg (the “ Eaton Ohio Distribution ”);

 WHEREAS, it is the intention of the Parties that, for U.S. federal income tax purposes, the Eaton Ohio Contribution and the Eaton Ohio
Distribution, taken together, are intended to qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) and Section 355 of the Code;

 WHEREAS, in accordance with the Restructuring Plan, and following the consummation of the Eaton Ohio Distribution, certain members of the
Parent Group (excluding, for the avoidance of doubt, Parent) shall contribute, convey, transfer, assign and deliver to SpinCo or members of the SpinCo Group, and SpinCo and members of the SpinCo Group shall accept and assume from such members of the
Parent Group, all of the right, title and interest of such members of the Parent Group in, to and under certain of the SpinCo Assets and SpinCo Liabilities relating to the SpinCo Business and, thereafter, members of the Parent Group shall transfer,
directly or indirectly, 100% of the SpinCo Shares to Parent, resulting in Parent owning directly 100% of the SpinCo Shares;

 WHEREAS, following the consummation of the foregoing Restructuring transactions, and on the
Distribution Date, upon the terms and subject to the conditions set forth in this Agreement, Parent, at its election, shall make a distribution to be effected by either (i) causing SpinCo to issue 100% of the SpinCo Shares to the Parent
shareholders on a pro rata basis (the “ One-Step Spin-Off ”), or (ii) the consummation of an exchange offer whereby Parent redeems Parent Shares
held by certain shareholders of Parent electing to participate in such exchange offer in exchange for the issuance of SpinCo Shares by SpinCo to such shareholders (the “ Exchange Offer ”), which, to the extent necessary, shall be
followed by a Clean-Up Spin-Off on the Distribution Date and immediately following the consummation of the Exchange Offer (in each case of clauses (i) and (ii), the
“ Distribution ”), after which 100% of the SpinCo Shares held by Parent will be canceled and extinguished;
 WHEREAS, the
Restructuring together with the Distribution is referred to as the “ Separation ”;
 WHEREAS, pursuant to the
Agreement and Plan of Merger, dated as of the date hereof (the “ Merger Agreement ”), by and among Parent, SpinCo, Atlas Mobility Sub, Inc., a Delaware corporation and newly formed direct wholly owned Subsidiary of SpinCo
(“ Merger Sub ”), and Merger Partner, immediately following the Distribution, Merger Sub will merge with and into Merger Partner (the “ Merger ”), with Merger Partner surviving as the surviving entity and all shares
of Merger Partner will be converted into the right to receive SpinCo Shares upon the terms and subject to the conditions set forth in the Merger Agreement;

 WHEREAS, the Board of Directors of Parent, or a duly authorized committee thereof, has determined it is appropriate, desirable and in the best
interests of Parent that the SpinCo Business be separated and the Board of Directors of Parent and the Board of Directors of SpinCo have approved the Restructuring, the Distribution, the Merger Agreement and the Merger;

 WHEREAS, it is the intention of the Parties that, (a) for U.S. federal income Tax purposes: (i) the Distribution qualify as a tax-free “distribution” under Section 355(a) of the Code to holders of Parent Shares, including the non-recognition of gain and income inclusion by such
holders under Section 367(b) of the Code and the Treasury Regulations promulgated thereunder, and as tax-free to Parent under Section 355(c) of the Code; (ii) this Agreement constitutes a
“plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) with respect to the Eaton Ohio Contribution and
the Eaton Ohio Distribution (taken together); (iii) the Merger qualify as a “reorganization” under Section 368(a) of the Code; and (iv) the Merger Agreement constitute a “plan of reorganization” within the meaning
of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) with respect to the Merger and (b) for Irish Tax purposes, in respect of the Exchange Offer, that
(i) no liability for dividend withholding Tax arises for Parent or SpinCo; (ii) no Tax on chargeable gains arise for any of Parent, SpinCo, the holders of SpinCo Shares (except with respect to the receipt of cash in lieu of fractional
SpinCo Shares pursuant to Section 3.3 of the Merger Agreement) or the holders of Parent Shares (other than holders of SpinCo Shares or Parent Shares who are resident or ordinarily resident in Ireland or holders of Parent
Shares that hold their shares in connection with a trade or business carried on by such holders in Ireland through a branch or agency) and except with respect to the receipt of cash in lieu of fractional SpinCo Shares, if any; (iii) no stamp
duty arises for any of Parent, SpinCo or any of their shareholders; and (iv) any gain for applicable accounting purposes recognized by Parent on the Exchange Offer will qualify as “excluded equity gain” within the meaning of
Section 111P of the Taxes Consolidation Act 1997 (as amended); and

 2

 WHEREAS, it is appropriate and desirable to set forth the principal transactions required to
effect the Distribution and certain other agreements that will govern certain matters relating to the Distribution and the relationship of Parent, SpinCo and their respective Subsidiaries following the Distribution.

 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties agree as follows:
 ARTICLE I

 DEFINITIONS

 Section 1.1 Definitions . For the purposes of this Agreement, the following terms shall have the following meanings:

 “ Accounting Principles ” means the accounting principles and standards, methods, policies, practices and procedures set forth
on Section 2.7(a)( i ) of the Disclosure Letter . In the event of any conflict between the Accounting Principles as set forth in Section 2.7(a)( i ) of the Disclosure Letter and this
Agreement, including the defined terms herein, this Agreement, including the defined terms herein, shall apply.

 “ Action ” means any claim, counterclaim, complaint, petition, hearing, charge, demand, action, suit, countersuit,
arbitration, mediation, inquiry, audit, assessment, proceeding or investigation by or before any Governmental Authority.

 “ Adjustment Amount ” has the meaning set forth in Section 2.7(a)(ii) .

 “ Adversarial Action ” means (a) an Action by one or more members of the Parent Group, on the one hand, against one or
more members of the SpinCo Group, on the other hand, or (b) an Action by one or more members of the SpinCo Group, on the one hand, against one or more members of the Parent Group, on the other hand.

 “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, including through one or more
intermediaries, controls or is controlled by or is under common control with such Person; provided , however , that, from and after the Distribution Date, (a) SpinCo and the other members of the SpinCo Group shall not be considered
Affiliates of Parent or any of the other members of the Parent Group and (b) Parent and the other members of the Parent Group shall not be considered Affiliates of SpinCo or any of the other members of the SpinCo Group.

 “ Agreement ” means this Separation and Distribution Agreement, including the Disclosure Letter.

 3

 “ Ancillary Agreements ” means the Master Ancillary Agreements and any
other instruments, assignments, documents and agreements executed or to be executed between one or more members of the Parent Group, on the one hand, and one or more members of the SpinCo Group, on the other hand, in each case in connection with the
Restructuring and the implementation of the transactions contemplated by this Agreement (including any Real Estate Separation Document (other than the Intercompany Leases and Intercompany Subleases, which shall not be Ancillary Agreements)), any
Local Transfer Agreement and any other agreement or instrument executed by one or more members of the Parent Group and one or more members of the SpinCo Group for the purpose of transferring or conveying equity interests, Assets or Liabilities in
order to effect the transactions contemplated hereby, but excluding the Merger Agreement, any agreement entered into between one or more members of the Parent Group, on the one hand, and one or more members of the SpinCo Group, on the other hand,
governing commercial relationships between the two Groups following the Distribution (including the agreements listed on Section 1.1(a) of the Disclosure Letter ).

 “ Assets ” means all assets, Contracts, properties, claims and rights of every kind and nature (including goodwill), wherever
located (including in the possession of vendors or other third parties or elsewhere), whether real, personal or mixed, tangible or intangible, or accrued or contingent, in each case whether or not recorded or reflected or required to be recorded or
reflected on the books and records or financial statements of any Person.
 “ Audited Party ” has the meaning set forth in
 Section 6.5(d) .
 “ Available Insurance Policies ” means the insurance policies listed on
 Section 1.1(b) of the Disclosure Letter under the caption “Parent Available Insurance Policies.”

 “ Benefit Plan ” means, with respect to an entity, each plan, program, policy, agreement, arrangement or understanding that
is maintained primarily for the benefit of employees in the United States and is a deferred compensation, executive compensation, incentive bonus or other bonus, pension, profit sharing, savings, retirement, severance pay, salary continuation, life,
death benefit, health, hospitalization, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program, agreement or arrangement (including any “employee benefit plan” (as defined in Section 3(3)
of ERISA)) sponsored, maintained or contributed to by such entity or to which such entity is a party or under which such entity has any obligation; provided that no (a) Parent Equity Compensation Award (as defined in the Employee Matters
Agreement), nor any plan under which any such Parent Equity Compensation Award is granted, (b) plan, program or arrangement sponsored by a Governmental Authority or (c) plan, policy, program, arrangement or understanding mandated by
applicable Law, will constitute a “Benefit Plan”. In addition, no Employment Agreement (as defined in the Employee Matters Agreement) will constitute a Benefit Plan for purposes hereof.

 “ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banking institutions are authorized or
obligated by Law to be closed in New York, New York.
 “ Business Records ” means all files, documents, instruments,
papers, books, reports, records, tapes, microfilms, photographs, letters, ledgers, journals, financial statements, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.),
user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.) and files and other documents in whatever form, physical, electronic or otherwise.

 4

 “ Bussmann Products ” means, collectively, any and all fuses sold, offered
for sale, marketed, distributed, manufactured, or otherwise commercialized by or on behalf of (i) Parent or any of its Subsidiaries prior to the Distribution Date under the “Bussmann” brand or (ii) the Parent Group after the
Distribution Date under the “Bussmann” brand.
 “ Cash Management Arrangements ” means all cash management
arrangements pursuant to which Parent or any of its Subsidiaries automatically or manually sweep cash from, or automatically or manually transfer cash to, accounts of SpinCo or any member of the SpinCo Group.

 “ Clean-Up Spin-Off ” has the meaning set
forth in Section 4.3(c) .
 “ Closing Statement ” has the meaning set forth in
 Section 2.7(b)(ii) .
 “ Code ” means the U.S. Internal Revenue Code of 1986.

 “ Collecting Party ” has the meaning set forth in Section 2.3(d)(iii) .

 “ Commission ” means the U.S. Securities and Exchange Commission.

 “ Competitive Business ” has the meaning set forth in Section 8.3(a) .

 “ Confirmation of Intellectual Property Assignment ” means the Confirmation of Intellectual Property Assignment, in
substantially the form attached hereto as Exhibit B , entered into or to be entered into by and among one or more members of the Parent Group, on the one hand, and one or more members of the SpinCo Group, on the other hand.

 “ Consents ” means any consents, waivers, authorizations, ratifications, permissions, exemptions or approvals from or to
any Person.
 “ Contract ” means any oral or written contract, agreement or other legally binding instrument, including
any note, bond, mortgage, deed, indenture, commitment, lease, sublease, license, sublicense or joint venture agreement, other than a Permit.

 “ control ” means, as to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, note, bond, instrument, lease, license, sublicense or otherwise (and the terms
“controlled by” and “under common control with” shall have correlative meanings).
 “ Credit Support
Instruments ” has the meaning set forth in Section 3.1(a) .
 “ D&O Policies ” has
the meaning set forth in Section 7.6 .

 5

 “ Data Protection Laws ” shall mean all Laws governing the collection, use,
storage, processing and transfer of Personal Data including, without limitation, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the “ GDPR ”), the Irish Data Protection Acts 1988-2018,
the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I. No. 336 of 2011), as amended, and all implementing, supplementing or replacing legislation and regulations
issued thereunder, in each case as amended, re-enacted or replaced from time to time.

 “ Database ” means all databases, datasets and collections and compilations of data, in any form or medium, whether machine
readable or otherwise.
 “ Database Rights ” means all Copyrights and sui generis rights in Databases and any other
statutory and common law rights in Databases under the Laws of any jurisdiction, whether registered or unregistered, and any applications for registration therefor. For the avoidance of doubt, Database Rights shall not include any separate
proprietary or intellectual property rights in any data itself contained in such Databases.
 “ Disbursement ” has the
meaning set forth in Section 2.3(d)(iii) .
 “ Disbursement Invoice ” has the meaning set forth
in Section 2.3(d)(iii) .
 “ Disbursement Receiving Party ” has the meaning set forth in
 Section 2.3(d)(iii) .
 “ Disclosure Documents ” means (a) the Form 10 or any other
registration statement to be filed by SpinCo with the Commission to effect the registration of SpinCo Shares in connection with the Distribution, and also includes any amendment or supplement thereto, information statement, prospectus, offering
memorandum, offering circular, any current or periodic report or similar disclosure document, whether or not filed with or furnished to the Commission or any other Governmental Authority by SpinCo or Parent or any member of their respective Groups,
and (b) if the Distribution is effected in whole or in part as an Exchange Offer, a Schedule TO and other filings pursuant to Rule 13e-4 under the Exchange Act; in each case, which describes the
Restructuring or the SpinCo Group or primarily relates to the transactions contemplated by this Agreement, the Merger Agreement or any of the other Transaction Documents.

 “ Disclosure Letter ” means that certain disclosure letter prepared and delivered by Parent and SpinCo as of the date of this
Agreement.
 “ Disputes ” has the meaning set forth in Section 9.3 .

 “ Dispute Notice ” has the meaning set forth in Section 9.3 .

 “ Disputed Items ” has the meaning set forth in Section 2.7(c)(ii) .

 “ Distribution ” has the meaning set forth in the Recitals hereof.

 6

 “ Distribution Agent ” means the distribution agent appointed by Parent to
distribute to the record holders of Parent Shares, pursuant to the Distribution, the shares of SpinCo Shares held by Parent.

 “ Distribution Date ” means the date on which the Distribution occurs.

 “ Distribution Issuance ” means (i) the Fully Diluted Merger Partner Shares, multiplied by (ii) the quotient
obtained by dividing 50.1 by 49.9.
 “ Distribution Ratio ” means the quotient obtained by dividing the Distribution
Issuance by the number of Parent Shares issued and outstanding as of the Record Date.
 “ Distribution Structure
Election ” has the meaning set forth in Section 4.3(a) .
 “ Distribution Time ” means
the time at which the Distribution occurs on the Distribution Date, which shall be deemed to be 12:01 a.m., New York City time.

 “ Distribution True-Up Adjustment ” has the meaning set forth in the Merger
Agreement.
 “ Eaton HoldCo ” has the meaning set forth in the Recitals.

 “ Eaton Indemnitor Change Event ” means, with respect to either Eaton Indemnitor, (a) the sale, transfer, assignment or
other disposition of all or substantially all of such Eaton Indemnitor’s assets (whether to a third party or to an Affiliate), (b) such Eaton Indemnitor no longer being a wholly-owned Subsidiary of Parent, or (c) the liquidation,
bankruptcy, insolvency, assignment for the benefit of creditors or other financial restructuring of such Eaton Indemnitor.

 “ Eaton Indemnitors ” means, collectively, Eaton Ohio, Eaton HoldCo and any Replacement Indemnitor.

 “ Eaton Ohio ” has the meaning set forth in the Preamble.

 “ Eaton Ohio Contribution ” has the meaning set forth in the Recitals.

 “ Eaton Ohio Distribution ” has the meaning set forth in the Recitals.

 “ Effective Time ” has the meaning set forth in the Merger Agreement.

 “ Employee Matters Agreement ” means the Employee Matters Agreement, in substantially the form attached hereto as
 Exhibit A , entered into or to be entered into by and between Parent, Eaton Ohio, Eaton HoldCo and SpinCo on or immediately prior to the Distribution Date.

 “ Environment ” means soil, soil gas, sediments, land, wastewater, surface water, groundwater, drinking water, navigable
waters, subsurface strata, vegetation, wetland, natural resources or indoor or ambient air.

 7

 “ Environmental Laws ” means all Laws relating to the pollution or
protection of the Environment, public or worker health and safety (as it relates to exposure to Hazardous Substances), and natural resources, including the manufacture, processing, marketing, labeling, registration, notification, packaging, import,
distribution, use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Substances.
 “ Equity
Interest ” means any share, capital stock, partnership, limited liability company, member or similar equity interest in any Person, and any option, share of restricted stock, restricted stock unit, stock appreciation right, phantom stock,
performance share or unit, warrant, right or other security (including any debt security) convertible, exchangeable or exercisable into or for any such share, capital stock, partnership, limited liability company, member or similar equity interest,
in any such case whether owned or held beneficially, of record or legally.
 “ Estimated Closing Statement ” has the
meaning set forth in Section 2.7(b) .
 “ Estimated SpinCo Cash Amount ” has the meaning set
forth in Section 2.7(b) .
 “ Estimated SpinCo Indebtedness ” has the meaning set forth in
 Section 2.7(b) .
 “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, together with
the rules and regulations promulgated thereunder.
 “ Exchange Offer ” has the meaning set forth in the Recitals hereof.

 “ Final Adjustment Amount ” has the meaning set forth in Section 2.7(d) .

 “ Final Determination ” has the meaning set forth in the Tax Matters Agreement.

 “ Former SpinCo Employee ” means any individual who, during the twelve (12) month period immediately prior to the
Distribution, exclusively provided services to the SpinCo Business and who either (a) (i) on or before the close of business on the Distribution Date retired or otherwise separated from service from Parent and its Subsidiaries, and
(ii) whose last day worked with Parent and its Subsidiaries was with (A) the SpinCo Business or (B) any Person that will be a SpinCo Entity immediately after the Distribution or (b) is set forth on Schedule 1.1(a) to the
Employee Matters Agreement.
 “ Fully Diluted Merger Partner Shares ” means the number of shares of Merger Partner Common
Stock outstanding as of immediately before the Distribution Time on a fully-diluted, as converted and as exercised basis in accordance with the treasury stock method, calculated by reference to the closing price per share of Merger Partner Common
Stock on the trading day immediately prior to the Distribution, including (i) shares of Merger Partner Common Stock underlying outstanding Merger Partner Equity Awards (with performance goals relating to the Merger Partner PSUs (as defined in
the Merger Agreement) measured as set forth in Section 3.5 of the Merger Agreement) and (ii) any other outstanding securities convertible into or exercisable for shares of Merger Partner Common Stock.

 “ GAAP ” means generally accepted accounting principles in the United States as in effect from time to time.

 8

 “ Government Investigation ” means any inquiry, investigation, probe, audit
or inspection conducted by a Governmental Authority.
 “ Governmental Approvals ” means any notices, reports or other
filings given to or made with, or any Consents, registrations or permits obtained from, any Governmental Authority.

 “ Governmental Authority ” means any federal, state, local, foreign, international or multinational government, political
subdivision, governmental, quasi-governmental authority of any nature (including any department, commission, board, bureau, agency, court or tribunal) or other body exercising legislative, judicial, regulatory, administrative or taxing authority,
arbitral body or official of any of the foregoing.
 “ Group ” means either the Parent Group or the SpinCo Group, as the
context requires.
 “ Hazardous Substance ” means any (a) substance, material or waste, or pollutant or contaminant,
in each case as defined as hazardous, toxic or words of similar meaning and regulatory effect or regulated by, or for which Liability or standards of conduct may be imposed pursuant to, any Environmental Law, (b) petroleum, gasoline, diesel
fuel, motor oil, waste or used oil, heating oil, kerosene, and any other petroleum product, derivative or by-product, (c) asbestos or asbestos-containing material or toxic mold, and
(d) polychlorinated biphenyls, methane, radioactive material or per- and polyfluoroalkyl substance.

 “ Indemnifying Party ” has the meaning set forth in Section 5.4(a) .

 “ Indemnitee ” has the meaning set forth in Section 5.4(a) .

 “ Indemnity Payment ” has the meaning set forth in Section 5.4(a) .

 “ Information ” means data and information, whether or not patentable, copyrightable or protectable as a Trade Secret, in
written, oral, electronic or other tangible or intangible forms, stored in any medium now known or yet to be created, including studies, reports, records, books, Contracts, instruments, surveys, analyses, discoveries, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, prototypes, samples, flow charts, data, computer data, disks, diskettes, tapes, computer programs or other software, marketing
or business plans, customer names or information, communications (including emails, text messages, IMs, and chats, including those by or to attorneys (whether or not subject to the attorney-client privilege)), memos and other materials (including
those prepared by attorneys or under their direction (whether or not constituting attorney work product)) and other technical, financial, employee or business information or data, documents, correspondence, materials and files, in each case
excluding any Intellectual Property rights therein.
 “ Insurance Proceeds ” means those monies:

 (a) received by an insured (or its successor-in-interest) from
an insurance carrier;

 9

 (b) paid by an insurance carrier on behalf of the insured (or its successor-in-interest); or
 (c) received (including by way of set-off) from any third party in the nature of insurance in respect of any Liability;
 in any such case net of
(i) any applicable premium adjustments (including reserves and retrospectively rated premium adjustments), (ii) any costs or expenses incurred in the collection thereof, (iii) any reimbursement obligations under “fronted”
or similar insurance policies and (iv) any Taxes resulting from the receipt thereof.
 “ Intellectual Property ”
means all intellectual property and proprietary rights, industrial property rights and other similar rights in any jurisdiction, including all rights in (a) patents and patent applications including all continuations, divisionals, continuations-in-part, and provisionals and patents issuing on any of the foregoing, and all reissues, reexaminations, substitutions, renewals and extensions of any of the
foregoing and foreign equivalents thereof (“ Patents ”); (b) all trademarks, service marks, corporate names, logos, brand names, certification marks, trade dress, trade names and other indications of origin, goodwill associated
with the foregoing and symbolized thereby and all applications, registrations, renewals and extensions of the foregoing (“ Marks ”); (c) domain names and associated uniform resource locators (“ Domain Names ”);
(d) copyrights, mask works, designs, works of authorship, including all registrations, applications, renewals, extensions and reversions of any of the foregoing and all moral rights (however denominated) (other than Database Rights), together
with any waivers of such moral rights to the extent permitted under applicable Law (“ Copyrights ”); (e) Software; (f) Database Rights; (g) trade secrets, non-public discoveries,
concepts, ideas, research and development, technology, know-how, formulae, inventions, compositions, processes, techniques, technical data and information, procedures, semiconductor device structures,
drawings, specifications, customer lists, customer data, data, supplier lists, pricing and cost information, and business and marketing plans and proposals, in each case, that are proprietary (in each case excluding any rights in respect of any of
the foregoing that comprise or are protected by Copyrights or issued Patents) (“ Trade Secrets ”); and (h) social media accounts and handles (“ Social Media Accounts ”).

 “ Intellectual Property Cross License Agreement ” means the Intellectual Property Cross License Agreement, in substantially
the form attached hereto as Exhibit C , entered into or to be entered into by and among one or more members of the Parent Group, on the one hand, and one or more members of the SpinCo Group, on the other hand.
 “ Intended Tax Treatment ” has the meaning set forth in the Tax
Matters Agreement.
 “ Intercompany Accounts ” has the meaning set forth in Section 2.3(a) .

 “ Intercompany Arrangement ” means any Contract or transaction between any member of the Parent Group, on the one hand, and
any member of the SpinCo Group, on the other hand.
 “ Intercompany Deeds ” means the deeds (or similar instruments)
conveying a fee simple interest (or local equivalent) in real property, together with any applicable transfer Tax forms and other documents required under applicable Law, (a) from a member of the Parent Group, as grantor, to a member of
the SpinCo Group, as grantee, or (b) from a member of the SpinCo Group, as grantor, to a member of the Parent Group, as grantee.

 10

 “ Intercompany Leases ” means the real property leases by and between
(a) a member of the Parent Group, as lessor, and a member of the SpinCo Group, as lessee, or (b) a member of the SpinCo Group, as lessor, and a member of the Parent Group, as lessee.

 “ Intercompany Subleases ” means the real property subleases by and between (a) a member of the Parent Group, as
sublessor, and a member of the SpinCo Group, as sublessee, and (b) a member of the SpinCo Group, as sublessor, and a member of the Parent Group, as sublessee (if any).

 “ Internal Investigation ” means any inquiry, investigation, probe, audit or inspection conducted by a member of the Parent
Group or the SpinCo Group.
 “ Joint Actions ” has the meaning set forth in Section 5.11(c) .

 “ Known Counsel ” has the meaning set forth in Section 6.10 .

 “ Law ” means any statute, law, regulation, ordinance, rule, judgment, rule of common law, order, decree, Governmental
Approval, concession, grant, franchise, license, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by,
any Governmental Authority, whether prior to, now or hereinafter in effect.
 “ Lease Assignments ” means the assignments
of real property leases and subleases by and between (a) a member of the Parent Group, as assignor, and a member of the SpinCo Group, as assignee, or (b) a member of the SpinCo Group, as assignor, and a member of the Parent Group, as
assignee.
 “ Liabilities ” means any and all claims, debts, demands, causes of action, suits, damages, fines, penalties,
obligations, prohibitions, accruals, accounts payable, bonds, indemnities and similar obligations, agreements, promises, guarantees, make-whole agreements and similar obligations, and other liabilities, obligations or requirements of any kind or
nature, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those arising under any Law, Action, threatened
or contemplated Action or any award of any arbitrator or mediator, and those arising under any Contract, including those arising under this Agreement or any Ancillary Agreement, in each case, whether or not recorded or reflected or required to be
recorded or reflected on the books and records or financial statements of any Person. For the avoidance of doubt, Liabilities shall include reasonable attorneys’ fees and expenses, the costs and expenses of all assessments, judgments,
settlements, compromises and resolutions, and any and all other costs and expenses whatsoever reasonably incurred in connection with anything contemplated by the immediately preceding sentence (including reasonable costs and expenses incurred in
investigating, preparing or defending against any such Actions or threatened or contemplated Actions).

 11

 “ Liens ” means all liens, pledges, charges, claims, security interests,
purchase agreements, options, restrictions on transfer or other encumbrances.
 “ Local Transfer Agreement ” means any
agreement entered into for the purpose of effecting the Separation Transactions in accordance with the Laws of an applicable jurisdiction, including those set forth on Section 1.1(c) of the Disclosure Letter , other than any
Master Ancillary Agreement.
 “ Managing Party ” has the meaning set forth in Section 5.11(d) .

 “ Master Ancillary Agreements ” means the Employee Matters Agreement, the Confirmation of Intellectual Property
Assignment, the Intellectual Property Cross License Agreement, the Trademark License Agreements, the Tax Matters Agreement, the Real Estate Matters Agreement and the Transition Services Agreement.

 “ Maximum Cash Amount ” means the amount of SpinCo Cash set forth on Schedule I of Section 1.1(d) of
the Disclosure Letter .
 “ Minimum Cash Amount ” means, with respect to each SpinCo Cash Jurisdiction, the amount of
SpinCo Cash set forth in the column of Schedule II of Section 1.1(d) of the Disclosure Letter titled “Minimum Cash Amount”.

 “ Merger ” has the meaning set forth in the Recitals hereof.

 “ Merger Agreement ” has the meaning set forth in the Recitals hereof.

 “ Merger Partner ” has the meaning set forth in the Recitals hereof.

 “ Merger Partner Common Stock ” means the common stock, par value $0.01 per share, of Merger Partner.

 “ Merger Partner Equity Award ” has the meaning set forth in the Merger Agreement.

 “ Merger Sub ” has the meaning set forth in the Recitals hereof.

 “ Merger Tax Opinion ” has the meaning set forth in the Merger Agreement.

 “ Mixed Action ” means any Action in respect of which an Indemnifying Party may be obligated to provide indemnification
pursuant to this Agreement that involves both Parent Assets or Parent Liabilities, on the one hand, and SpinCo Assets or SpinCo Liabilities, on the other hand.

 “ Negotiation Period ” has the meaning set forth in Section 9.3 .

 “ Non-Managing Party ” has the meaning set forth in
 Section 5.11(d) .

 12

 “ Non-U.S. Benefit Plan ” means,
with respect to an entity, each plan, program, policy, agreement, arrangement or understanding that is maintained primarily for the benefit of employees outside of the United States and is a deferred compensation, executive compensation, incentive
bonus or other bonus, pension, profit sharing, savings, retirement, severance pay, salary continuation, life, death benefit, health, hospitalization, sick leave, vacation pay, disability or accident insurance or other employee benefit plan, program,
agreement or arrangement sponsored, maintained or contributed to by such entity or to which such entity is a party or under which such entity has any obligation; provided that no (a) Parent Equity Compensation Award, nor any plan under
which any such Parent Equity Compensation Award is granted, (b) plan, program or arrangement sponsored by a Governmental Authority or (c) plan, policy, program, arrangement or understanding mandated by applicable Law, will constitute a “Non-U.S. Benefit Plan.” In addition, no Employment Agreement will constitute a Non-U.S. Benefit Plan for purposes hereof.

 “ Notice of Objection ” has the meaning set forth in Section 2.7(c)(i) .

 “ One-Step Spin-Off ” has the meaning set
forth in the Recitals.
 “ Other Party’s Auditors ” has the meaning set forth in
 Section 6.5(d) .
 “ Outside Date ” has the meaning set forth in the Merger Agreement.

 “ Parent ” has the meaning set forth in the Preamble hereof.

 “ Parent Account ” means any bank, brokerage or similar account owned by Parent or any other member of the Parent Group.

 “ Parent Assets ” means all of Parent’s and its Subsidiaries’ rights, title and interest in all of the Assets of
Parent and its Subsidiaries, other than the SpinCo Assets, including all of Parent’s and its Subsidiaries’ right, title and interest in the following Assets ( provided that “Parent Assets” shall not include any Tax
Attribute, Tax Benefit or Tax Record (each, as defined in the Tax Matters Agreement) or any other Tax assets, the allocation of which shall be governed exclusively by the Tax Matters Agreement):

 (a) all Assets that are provided by this Agreement or any Ancillary Agreement as Assets to be retained by, or allocated to, any member of the
Parent Group;
 (b) all cash and cash equivalents, other than SpinCo Cash;

 (c) all Equity Interests in the members of the Parent Group (other than Parent);

 (d) all Parent Real Property;

 (e) except for the SpinCo Contracts, the SpinCo Real Property Leases or the Shared Contracts, or as otherwise expressly provided herein, all
interests of Parent and its Subsidiaries in Contracts to which Parent or its Subsidiaries are parties;
 (f) all causes of action
(including counterclaims) and defenses of Parent and its Subsidiaries against third parties to the extent relating to any of the Parent Business, the Parent Assets or the Parent Liabilities as well as any books, records and privileged information
relating thereto;

 13

 (g) the Parent Intellectual Property;

 (h) all nontransferable Permits of Parent and its Subsidiaries and all Permits held by Parent and its Subsidiaries that are not primarily used
in, or primarily required for, the operation or ownership of the SpinCo Business or the SpinCo Assets;
 (i) without limiting
SpinCo’s rights expressly provided under Article VII , all policies and programs of, or agreements for, insurance and interests in insurance pools and programs of Parent and its Subsidiaries (in each case including
self-insurance, captive insurance and insurance from Affiliates, but excluding the SpinCo Insurance Policies) (collectively, “ Parent Insurance Policies ”) and all rights of any nature of Parent and its Subsidiaries with respect to
any Parent Insurance Policy, including any recoveries thereunder and any rights to assert claims seeking any such recoveries;
 (j) all
personnel and employment records for employees and former employees of Parent and its Subsidiaries who are not SpinCo Employees;
 (k) the
Parent Business Records;
 (l) all rights related to the Parent Portion of any Shared Contract or Surviving Intercompany Arrangement;

 (m) the Parent Retained Assets; and

 (n) all other Assets, properties, rights, agreements, and claims of Parent and its Subsidiaries, other than those addressed above in this
definition, in each case, that are not, SpinCo Assets or were not, during the Reference Period, primarily used in the SpinCo Business, wherever located, whether tangible or intangible, real, personal or mixed.

 “ Parent Business ” means all businesses and operations as conducted immediately prior to the Distribution or as formerly
conducted by Parent and its Subsidiaries other than the SpinCo Business.
 “ Parent Business Records ” means all Business
Records of Parent and its Subsidiaries other than the SpinCo Business Records.
 “ Parent Credit Support Instruments ” has
the meaning set forth in Section 3.1(a) .
 “ Parent Directed Actions ” has the meaning set forth
in Section 5.11(b)( i ) .
 “ Parent Employee ” means each individual who is an
employee of Parent or any of its Subsidiaries and who, as of the close of business on the Distribution Date, is not a SpinCo Employee (whether employed by the Parent Group or the SpinCo Group) or a Former SpinCo Employee. For the avoidance of doubt,
Parent Employees also include Parent Delayed Transferees (as defined in the Employee Matters Agreement), effective as of the Applicable Transfer Date (as defined in the Employee Matters Agreement).

 14

 “ Parent Group ” means, Parent and each Subsidiary of Parent that is or was
a Subsidiary of Parent at the time in respect of which the relevant determination is being made, but excluding any member of the SpinCo Group.

 “ Parent Indemnitees ” has the meaning set forth in Section 5.2 .

 “ Parent Intellectual Property ” means all Intellectual Property owned by Parent or its Subsidiaries (excluding the SpinCo
Intellectual Property) including (a) all rights to the Parent Names and (b) any Intellectual Property listed in Section 1.1(e) of the Disclosure Letter (the foregoing (a) and (b), the “ Specified
Parent Intellectual Property ”).
 “ Parent Irish Tax Opinion ” has the meaning set forth in the Merger
Agreement.
 “ Parent Liabilities ” means, without duplication, the following Liabilities: (a) all Liabilities of
Parent and its Subsidiaries to the extent relating to, arising out of, or resulting from, any Parent Asset or the Parent Business, (b) all obligations of Parent and its Subsidiaries to the extent relating to, arising out of or resulting from
the Parent Portion of any Shared Contract or Surviving Intercompany Arrangement, (c) all Parent Retained Liabilities, (d) all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue
statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to information disclosed regarding Parent, any member of the
Parent Group, the Parent Business, SpinCo, any member of the SpinCo Group or the SpinCo Business in the Disclosure Documents and any other documents filed with the Commission or used in documents for an offering of securities in connection with the
Distribution or an offering of securities contemplated by this Agreement or the transactions contemplated by the Merger Agreement (including, for the avoidance of doubt, the issuance of the SpinCo Debt); and (e) all Liabilities that are
provided by this Agreement or any Ancillary Agreement as Liabilities to be assumed or retained by, or allocated to, any member of the Parent Group; provided that in no event shall a SpinCo Liability be a Parent Liability; provided ,
that “Parent Liabilities” shall not include any Liabilities for Taxes, which shall be governed exclusively by the Tax Matters Agreement.

 “ Parent Names ” means (a) any Marks owned by Parent or its Affiliates containing “Eaton,”
“Eatonite,” “EBS,” “Eaton Business System,” “ProLaunch,” “Breaktor,” “Bussmann” or “Martek” or any Eaton-formative mark that contains the “Eaton” name,
in each case, either alone or in combination with other words or elements or any variations, translations, transliterations or derivatives thereof or any Marks confusingly similar thereto, and (b) all other Marks owned by Parent or its
Affiliates, except for those Marks included in the SpinCo Intellectual Property.
 “ Parent Policy
 Pre-Separation Insurance Matters ” means any (a) circumstance known by the SpinCo Group or the Parent Group or claim made against the SpinCo Group or the Parent Group and, in either case,
reported to the applicable insurer(s) prior to the Distribution Date in respect of an act, omission or Liability occurring prior to the Distribution Date that results in a Liability under a “claims-made-based” or an
“occurrence-reported-based” insurance policy of the

 15

Parent Group (excluding self-insurance, captive insurance and insurance from Affiliates) in effect prior to the Distribution Date or under any extended reporting period thereof, (b) claim
(whether made prior to, on or following the Distribution Date) in respect of any incident occurring prior to the Distribution Date, made under the Available Insurance Policies in effect prior to the Distribution Date or (c) if and solely to the
extent Parent so elects by written notice to SpinCo, claims made against the SpinCo Group after the Distribution Date in respect of an act, omission or Liability occurring prior to the Distribution Date that results in a Liability under the
“claims-made-based” insurance policies, including any runoff coverage thereunder, of the Parent Group so elected by Parent, other than Available Insurance Policies.

 “ Parent Portion ” means that portion of any Shared Contract or any Surviving Intercompany Arrangement, as applicable, that
is not related to the SpinCo Business.
 “ Parent Real Property ” means, except for the SpinCo Owned Real Property and
SpinCo Leased Real Property, all of Parent and its Subsidiaries’ right, title and interest in owned and leased real property and other interests in real property, including all such right, title and interest under each real property lease,
sublease, license or other occupancy agreement pursuant to which any of them leases, subleases, licenses or otherwise occupies any such real property, including all improvements, fixtures and appurtenances thereto and rights in respect thereof.

 “ Parent Retained Assets ” means the Assets to be retained by the Parent Group as set forth on
 Section 1.1(g) of the Disclosure Letter .
 “ Parent Retained Liabilities ” means the Liabilities
to be retained by the Parent Group as set forth on Section 1.1(h) of the Disclosure Letter .
 “ Parent
Shares ” means the ordinary shares, $0.01 par value per share, of Parent.
 “ Parent
 Spin-Off Tax Opinion ” has the meaning set forth in the Merger Agreement.

 “ Parent Tax Opinions ” has the meaning set forth in the Merger Agreement.

 “ Party ” means any party hereto, and “ Parties ” means all parties hereto.

 “ Paying Party ” has the meaning set forth in Section 2.3(d)(iii) .

 “ Permits ” means all licenses, permits, franchises, approvals, registrations, authorizations, consents, certifications or
orders of, or filings with, any Governmental Authority.
 “ Permitted Reorganization Amendment ” has the meaning set forth
in Section 2.1(j) .
 “ Person ” means an individual, partnership (general or limited),
corporation, limited liability company, joint venture, association or other form of business organization (whether or not regarded as a legal entity under applicable Law), trust or other entity or organization, including a Governmental Authority or
works council.
 “ Personal Data ” means any information defined as “Personal Data,” “Personally
Identifiable Information,” “Personal Information” or similar term by the Data Protection Laws.

 16

 “ Real Estate Matters Agreement ” means the Real Estate Matters
 Agreement, in substantially the form attached hereto as Exhibit F , entered into or to be entered into by and between Parent and SpinCo.

 “ Real Estate Separation Documents ” means the Intercompany Deeds, the Intercompany Leases, the Intercompany Subleases, the
Lease Assignments, and any agreements entered into between members of the Parent Group, on the one hand, and members of the SpinCo Group, on the other, in connection with the allocation and transfer of interests in real properties in connection with
the transactions contemplated hereby.
 “ Real Estate Transaction(s) ” means each conveyance, assignment, transfer,
novation, lease or sublease of owned or leased real property pursuant to this Agreement or any Ancillary Agreement.

 “ Receipt ” has the meaning set forth in Section 2.3(d)(iii) .

 “ Receiving Party ” has the meaning set forth in Section 2.1(d) .

 “ Record Date ” means the close of business on the date determined by the board of directors of Parent as the record date for
determining the holders of record of Parent Shares in respect of which shares of SpinCo Shares will be distributed pursuant to the Distribution.

 “ Record Holders ” means the holders of record of Parent Shares (other than, for the avoidance of doubt Parent Shares held by
Parent as treasury shares) as of the Record Date.
 “ Reference Period ” means the Distribution Date and the twelve
(12) months immediately prior thereto.
 “ Replacement Indemnitor ” has the meaning set forth in
 Section 8.6 .
 “ Representative ” has the meaning set forth in
 Section 6.9(a) .
 “ Resolution Period ” has the meaning set forth in
 Section 2.7(c)(ii) .
 “ Responsible Party ” has the meaning set forth in
 Section 2.3(d)(iii) .
 “ Restricted Period ” has the meaning set forth in
 Section 8.3(a) .
 “ Restrictive Covenant Sections ” has the meaning set forth in
 Section 8.4 .
 “ Restructuring ” has the meaning set forth in the Recitals hereof.

 “ Restructuring Plan ” has the meaning set forth in Section 2.1 .

 “ Royal Precision ” means Royal Precision Holdings Corp., a Delaware corporation.

 “ Royal Precision Purchase Price ” has the meaning set forth in the Royal Precision Purchase Agreement.

 17

 “ Royal Precision Equity Interests ” has the meaning set forth in the Royal
Precision Purchase Agreement.
 “ Royal Precision Purchase Agreement ” means the Equity Purchase Agreement, in
substantially the form attached to the Merger Agreement as Exhibit C, to be entered into by and between Eaton Ohio and Merger Partner.

 “ Separate Conveyance ” means the transactions contemplated by the Separate Conveyancing Instruments.

 “ Separate Conveyancing Instruments ” means, collectively, the Royal Precision Purchase Agreement, the Specified Asset
Purchase Agreement (if any), or any conveyancing, transfer, sale or assignment agreement solely relating to the foregoing.

 “ Separation ” has the meaning set forth in the Recitals.

 “ Separation Transactions ” means the Restructuring, the Distribution and the other transactions contemplated by this
Agreement and the Ancillary Agreements.
 “ Shared Contract ” means each Contract set forth on
 Section 1.1( i ) of the Disclosure Letter .
 “ Software ” means (a) computer
programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, (b) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the
foregoing, screens, user interfaces, report formats, firmware, middleware, development tools, templates, menus, buttons and icons and (c) documentation, including user manuals, and other training documentation, related to any of the foregoing,
in each case excluding Databases.
 “ Specified Asset Purchase Agreement ” has the meaning set forth in
 Section 2.1(j) of the Disclosure Letter .
 “ Specified Asset Purchase Price ” has the meaning
set forth in Section 2.1(j) of the Disclosure Letter .
 “ Specified Asset Transfer Election ”
has the meaning set forth in Section 2.1(j) of the Disclosure Letter .
 “ Specified Assets ” has
the meaning set forth in Section 2.1(j) of the Disclosure Letter .
 “ Specified Confidential
Information ” has the meaning set forth in Section 6.9 .
 “ Specified End Markets ”
means original equipment manufacturers and aftermarket customers of heavy-, medium-, and light-duty trucks, SUVs, CUVs, passenger cars, construction, agriculture, material handling and mining equipment.

 “ SpinCo ” has the meaning set forth in the Preamble hereof.

 18

 “ SpinCo Account ” means any bank, brokerage or similar account owned by
SpinCo or any other member of the SpinCo Group.
 “ SpinCo Assets ” means, without duplication, the following Assets of
the Parent Group or the SpinCo Group ( provided that “SpinCo Assets” shall not include any Tax Attribute, Tax Benefit or Tax Record (each, as defined in the Tax Matters Agreement) or any other Tax Assets, the allocation of which
shall be governed exclusively by the Tax Matters Agreement):
 (a) all Assets that are provided by this Agreement or any Ancillary Agreement
as Assets to be assigned to or retained by, or allocated to, any member of the SpinCo Group;
 (b) all Assets included or reflected as
Assets of the SpinCo Group or the SpinCo Business on the SpinCo Business Balance Sheet, subject to any dispositions of such Assets subsequent to the date of the SpinCo Business Balance Sheet, in each case excluding all cash and cash equivalents
(except for SpinCo Cash);
 (c) all Assets as of the Distribution Date that are of a nature or type that would have resulted in such Assets
being included or reflected as Assets of the SpinCo Group or the SpinCo Business on the SpinCo Business Balance Sheet if such balance sheet were prepared as of the Distribution Date on a basis consistent with the determination of the Assets included
on the SpinCo Business Balance Sheet, in each case excluding any Intellectual Property;
 (d) all interests in the capital stock of, or
other equity interests in, the members of the SpinCo Group (other than SpinCo) and all other equity, partnership, membership, joint venture and similar interests held by any member of the SpinCo Group or set forth on
 Section 1.1(o) of the Disclosure Letter under the captions “SpinCo Joint Venture Interests and Other Equity Interests,” or “Subsidiaries,” as applicable;

 (e) the SpinCo Contracts;
 (f)
all rights related to the SpinCo Portion of any Shared Contract or Surviving Intercompany Arrangement;
 (g) the SpinCo Owned Real
Property, together with all buildings, fixtures and improvements erected thereon;
 (h) the SpinCo Leased Real Property and the SpinCo Real
Property Leases;
 (i) the SpinCo Intellectual Property, including all rights to file for protection thereof and claim priority therefrom
and to sue and recover for past, present or future infringement, misappropriation or violation thereof;
 (j) the SpinCo Benefit Plans and
the SpinCo Non-U.S. Benefit Plans and all assets, trust, insurance policies, funding instruments and administrative contracts related thereto (or, in the case of assets shared with Parent Benefit Plans or
Parent Non-U.S. Benefit Plans, the portion thereof assigned or transferred to, or retained by, a member of the SpinCo Group pursuant to the Employee Matters Agreement);

 19

 (k) all tangible personal property and interests therein, including machinery, equipment,
furniture, office equipment, vehicles, spare and replacement parts and equipment and other tangible property that is used or held for use primarily in the conduct of the SpinCo Business;

 (l) all raw materials, work-in-process, finished goods,
supplies and other inventories that are used or held for use primarily in the conduct of the SpinCo Business;
 (m) all trade accounts
receivable and other receivables (other than any Surviving Intercompany Arrangements) to the extent related to the SpinCo Business;

 (n) all Permits that are primarily used in, or exclusively required for, the operation or ownership of the SpinCo Business or the SpinCo
Assets, excluding any Permits that may not be, or are not permitted to be, transferred due to restrictions under applicable Law, pursuant to their terms or otherwise (the “ SpinCo Permits ”);

 (o) the SpinCo Insurance Policies;

 (p) the SpinCo Business Records;

 (q) the other Assets listed on Section 1.1(j) of the Disclosure Letter ;

 (r) all causes of action (including counterclaims) and defenses against third parties to the extent related to the SpinCo Assets, other than
those described in clause (f)(ii) of the definition of Parent Assets; and
 (s) all other Assets, properties, Information, rights and
claims of Parent and its Subsidiaries, other than those addressed above in this definition, in each case that are or were, during the Reference Period, primarily used in or related to the SpinCo Business, wherever located, whether tangible or
intangible, real, personal or mixed.
 Notwithstanding the foregoing, (A) for the purpose of the “SpinCo Asset” definition, allocation of
ownership of any Intellectual Property owned by Parent or its Affiliates shall be determined pursuant to prong (i) above (for clarity, Intellectual Property owned by Parent or its Affiliates shall be deemed excluded from each of prongs (a)-(h)
and (j)-(s), in each case, except to the extent that such Intellectual Property constitutes SpinCo Intellectual Property) and (B) the SpinCo Assets shall not include any rights or interests of any member of the Parent Group under this Agreement
or any Ancillary Agreement; (C) for the avoidance of doubt, the SpinCo Assets shall include all rights and interests of any member of the SpinCo Group under this Agreement or any Ancillary Agreement; and (D) the SpinCo Assets shall not
include any copies of the drawings, specifications and designs relating to Bussmann Products.
 “ SpinCo Available Insurance
Policies ” means the insurance policies listed on Section 1.1(k) of the Disclosure Letter under the caption “SpinCo Available Insurance Policies.”

 20

 “ SpinCo Benefit Plan ” means (a) any Benefit Plan sponsored or
maintained by any member of the SpinCo Group or (b) any Benefit Plan (other than as set forth in (a)) sponsored or maintained by Parent or any of its Subsidiaries exclusively for the benefit of the SpinCo Employees or Former SpinCo
Employees. For the avoidance of doubt, no member of the SpinCo Group will be deemed to sponsor or maintain any Benefit Plan if its relationship to such Benefit Plan is solely to administer such Benefit Plan or provide to the Parent Group any
reimbursement in respect of such Benefit Plan.
 “ SpinCo Borrower ” has the meaning set forth in
 Section 4.1(c) .
 “ SpinCo Business ” means Parent’s Vehicle and eMobility segments (as
described in the Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Commission by Parent), as conducted during the Reference Period by Parent and its Subsidiaries, together
with the former businesses listed on Section 1.1(l) of the Disclosure Letter ; provided , that, for the avoidance of doubt, “SpinCo Business” shall not include Parent’s Electrical Americas, Electrical
Global and Aerospace business segments.
 “ SpinCo Business Balance Sheet ” means the audited combined balance sheets of
SpinCo as of December 31, 2025, included in the SpinCo Audited Financial Statements (as defined in the Merger Agreement).

 “ SpinCo Business Records ” means all Business Records of Parent and its Subsidiaries exclusively related to the SpinCo
Business, but excluding in all cases the Intellectual Property (other than SpinCo Intellectual Property) therein, and excluding in all cases (a) all corporate minute books (and other similar corporate records) and stock records of Parent and
its Subsidiaries (other than the members of the SpinCo Group), (b) all Business Records relating to the Parent Assets, (c) any Business Records of or in the possession of Parent and its Subsidiaries that (i) relate to discussions or
negotiations with any third party with respect to a sale of the SpinCo Business, including the identity of such third parties, or relate to Parent and its Subsidiaries’ preparations for the transactions contemplated by this Agreement,
(ii) any of Parent or its Subsidiaries are required by Law to retain (copies of which, to the extent related to the SpinCo Business and as permitted by Law, will be made available to SpinCo upon SpinCo’s reasonable request) or
(iii) any of Parent or its Subsidiaries are prohibited by Law from delivering to SpinCo (including by transfer of equity in any members of the SpinCo Group).

 “ SpinCo Cash Amount ” means the aggregate amount of cash and cash equivalents determined in accordance with the Accounting
Principles, in accounts held by a member of the SpinCo Group as of immediately prior to the Distribution (the “ SpinCo Cash ”). Cash shall include any checks, wire drafts and deposits in transit for the account held by a member of
the SpinCo Group, and exclude (A) Insurance Proceeds received after the date of the SpinCo Business Balance Sheet that were generated by Assets that, had the event giving rise to such Insurance Proceeds not occurred, would have been SpinCo
Assets (to the extent not previously applied to replace or repair a SpinCo Asset), (B) any cash deposits, cash or cash equivalents (I) held in escrow accounts or as collateral in respect of any obligation, (II) prohibited from being
freely transferred by applicable Law or Contract; or (III) any security deposits, earnest deposits, bid deposits, performance deposits, lease deposits, utility deposits and similar other deposits, or any other forms of deposits, and
(C) any other cash or cash equivalents that is not immediately available (or, in the case of cash

 21

equivalents, maturing and converting into cash within 30 days of the Distribution Date) on an unrestricted basis to be used for the payment of obligations. The SpinCo Cash Amount shall be reduced
by any overdrafts and outstanding checks, wire transfers and drafts issued by a member of the SpinCo Group but not yet cleared. Notwithstanding anything to the contrary contained herein, in determining the SpinCo Cash Amount, any Cash held by the
SpinCo Group in any SpinCo Cash Jurisdiction that is in excess of the applicable Minimum Cash Amount for such jurisdiction shall be reduced by the percentage for such SpinCo Cash Jurisdiction set forth in the column of Schedule II of
Section 1.1(d) of the Disclosure Letter titled “Percentage Reduction of Amount in Excess of Minimum Cash Amount”.

 “ SpinCo Cash Jurisdiction ” means each jurisdiction (or series of jurisdictions) set forth on
 Section 1.1(n) of the Disclosure Letter .
 “ SpinCo Charter ” means the certificate of
incorporation of SpinCo.
 “ SpinCo Contract ” means the following Contracts to which Parent or any of its Subsidiaries
(including any member of the SpinCo Group) is a party or by which Parent or any of its Subsidiaries or any of their respective Assets is bound, whether or not in writing, in each case, immediately prior to the Distribution, except for any such
Contract or part thereof that is expressly contemplated to be assigned to or retained by, or allocated to, any member of the Parent Group pursuant to any provision of this Agreement or any other Ancillary Agreement:

 (a) any such Contract that is primarily related to the SpinCo Business, other than any Shared Contract, any joint venture governing agreement,
any Contract relating to the leasing, subleasing, licensing or occupancy of real property or any Parent Retained Asset;
 (b) the SpinCo
Joint Venture Agreements;
 (c) any Contract listed or described on Section 1.1(m) of the Disclosure Letter ; and

 (d) any Contract that is otherwise contemplated pursuant to this Agreement or any of the other Ancillary Agreements to be assigned to or
retained by, or allocated to, any member of the SpinCo Group.
 “ SpinCo Credit Support Instruments ” has the meaning set
forth in Section 3.2(a) .
 “ SpinCo Debt ” has the meaning set forth in
 Section 4.1(c) .
 “ SpinCo Directed Actions ” has the meaning set forth in
 Section 5.11(a)( i ) .
 “ SpinCo Employee ” means each (a) employee (including
any employee on an approved leave of absence from which the employee is reasonably expected to return to active employment within six (6) months following the Distribution Date) employed by Parent or any of its Subsidiaries (including any
SpinCo Entity) who (x) provided services to the SpinCo Business that were greater than 50% of the total services provided by such individual to Parent as of immediately prior to the Distribution, and (y) is listed on Schedule 1.1(b) to the
Employee Matters Agreement, (b) individual whose employment transfers to a SpinCo Entity pursuant to applicable

 22

Law, and (c) other individual (i) listed on Schedule 1.1(c)(i) to the Employee Matters Agreement or (ii) hired or reassigned by Parent or any of its Subsidiaries in compliance
with the Merger Agreement between the date of the Employee Matters Agreement and the Distribution Date to replace any of the individuals included on Schedule 1.1(c)(i) to the Employee Matters Agreement, including, in the case of clause (i)
or (ii), any individual on an approved leave of absence from which the employee is reasonably expected to return to active employment within six (6) months following the Distribution Date. Notwithstanding the foregoing, no individual
listed on Schedule 1.1(c)(ii) to the Employee Matters Agreement shall be considered a SpinCo Employee.
 “ SpinCo
Group ” means, (a) SpinCo and each Subsidiary of SpinCo that is or was a Subsidiary of SpinCo at the time in respect of which the relevant determination is being made and (b) each entity set forth on
 Section 1.1(o) of the Disclosure Letter under the caption “Subsidiaries,” each of which is contemplated to become a Subsidiary in connection with the Restructuring, in each case of this clause (b), until
such time thereafter as it ceases to be a Subsidiary of SpinCo. For the avoidance of doubt, (x) the SpinCo Group shall include Royal Precision and each Subsidiary of Royal Precision and (y) the SpinCo Group shall not include Merger Partner
or any Subsidiary of Merger Partner.
 “ SpinCo Indebtedness ” means, without duplication, and including the principal of
and any accrued and unpaid interest and accrued and unpaid commitment fees thereon, premiums, penalties, costs payable in connection with payment or prepayment (including any breakage costs, prepayment or early termination penalties, foreign
currency charges or conversion expenses), fees or other amounts in each case owing in respect of the aggregate amount outstanding as of immediately prior to the Distribution with respect to any of the following of any member of the SpinCo Group:
(a) obligations for borrowed money (whether current or funded, secured or unsecured); (b) obligations evidenced by bonds, debentures, notes, debt securities or other similar instruments, (c) obligations under any letters of credit,
performance bonds, surety bonds, bankers acceptances or similar instruments to the extent drawn and not reimbursed (reduced by any SpinCo Cash held as collateral in respect thereof), (d) obligations under leases which have been, or should be in
accordance with GAAP, finance leases, (e) obligations pursuant to, or under, any interest rate, currency, commodity or other swap, collar, cap, derivative or other hedging or similar agreements or arrangements (valued at the termination
thereof), (f) all obligations for the deferred or unpaid purchase price of property, business, goods, equipment, assets, services, purchase price settlement or adjustment obligations, and contingency payments, or for earn-outs or similar obligations
(in each case, calculated at the full amount of payments outstanding), (g) accrued and unpaid severance obligations with respect to Former SpinCo Employees, together with the employer portion of any Taxes payable with respect thereto,
(h) SpinCo Transaction Expenses, (i) declared dividends or other distributions to SpinCo’s equity holders for which the record date occurs prior to the Distribution but not paid as of immediately prior to the Distribution Time (but
excluding any transactions contemplated by this Agreement, including the SpinCo Payment); (j) to the extent not already covered in the preceding clause (g), all accrued and unpaid liabilities (but excluding any Taxes, which shall be governed by the
Tax Matters Agreement) incurred in connection with the multi-year restructuring program that commenced in 2024 and is described in the Parent Reports (as defined in the Merger Agreement); and (k) guaranties of any obligations of the types
described in the preceding clauses (a) through (j), inclusive, of any other Person. For the avoidance of doubt, the term “ SpinCo Indebtedness ” shall not include (A) any amounts available under any debt instrument to the
extent undrawn or uncalled, (B) any indebtedness between wholly-owned members of the SpinCo Group, (C) Total SpinCo Debt or (D) any Expenses (as defined in the Merger Agreement) for which Merger Partner is responsible pursuant to the
Merger Agreement.

 23

 “ SpinCo Indemnitees ” has the meaning set forth in
 Section 5.3 .
 “ SpinCo Insurance Policies ” means the insurance policies and programs listed in
 Section 1.1(p) of the Disclosure Letter .
 “ SpinCo Intellectual Property ” means (a) any
and all Intellectual Property (excluding Databases and Software), in each case, that is owned by Parent or any of its Subsidiaries and that is primarily related to the SpinCo Business, including the Intellectual Property set forth on
 Section 1.1(q)( i ) of the Disclosure Letter and (b) any and all Software or Databases that are owned by Parent or any of its Subsidiaries and that are exclusively related to the SpinCo Business, including
the Software and Databases set forth on Section 1.1(q)(ii) of the Disclosure Letter ; provided , in each case of (a) and (b), that, for the avoidance of doubt and notwithstanding anything to the contrary in this
Agreement, SpinCo Intellectual Property shall not include any (i) Specified Parent Intellectual Property or (ii) any Marks covered by subclause (a) of the definition of “Parent Names.”

 “ SpinCo Joint Venture Agreements ” means those Contracts governing the rights and obligations associated with the ownership
of the SpinCo Joint Venture Interests, other than the Contracts listed in Section 1.1(r) of the Disclosure Letter .

 “ SpinCo Joint Venture Interests ” means the joint venture interests and equity interests identified as SpinCo Joint Venture
Interests and Other Equity Interests on Section 1.1(o) of the Disclosure Letter .
 “ SpinCo Leased Real
Property ” means the real property leased or subleased by Parent or any of its Subsidiaries, as lessee or sublessee that is listed in Section 1.1(s) of the Disclosure Letter .

 “ SpinCo Liabilities ” means, without duplication, whether relating to
periods prior to, on or after the Distribution:
 (a) all Liabilities that are provided by this Agreement or any Ancillary Agreement as
Liabilities to be assumed or retained by, or allocated to, any member of the SpinCo Group;
 (b) all Liabilities to the extent arising
from, related to or resulting from the SpinCo Assets or the ownership, operation or conduct of the SpinCo Business;
 (c) all Liabilities
included or reflected as Liabilities or obligations of the SpinCo Group or the SpinCo Business on the SpinCo Business Balance Sheet, subject to any discharge of such Liabilities subsequent to the date of the SpinCo Business Balance Sheet;

 (d) all Liabilities as of the Distribution Date that are of a nature or type that would have resulted in such Liabilities being included or
reflected as Liabilities or obligations of the SpinCo Group or the SpinCo Business on the SpinCo Business Balance Sheet if such balance sheet were prepared as of the Distribution Date on a basis consistent with the determination of the Liabilities
included on the SpinCo Business Balance Sheet;

 24

 (e) except to the extent set forth in the Real Estate Matters Agreement, all Liabilities
arising under Environmental Laws, in each case to the extent related to, arising out of or resulting from (i) the SpinCo Assets or (ii) the SpinCo Business;

 (f) except as set forth in the Employee Matters Agreement, all Liabilities to the extent relating to, arising out of or resulting from
(i) the employment or services, or termination of employment or services, of any SpinCo Employee or Former SpinCo Employee or (ii) any SpinCo Benefit Plan or SpinCo Non-U.S. Benefit Plan;

 (g) all Liabilities to the extent arising from the SpinCo Portion of any Shared Contract or Surviving Intercompany Arrangement;

 (h) all Liabilities listed or described on Section 1.1(t) of the Disclosure Letter ; and

 (i) all Liabilities to the extent relating to, arising out of or resulting from any untrue statement or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information solely regarding Merger Partner, its Affiliates and its and their
businesses, assets or liabilities contained in or incorporated by reference into any Disclosure Document and any other documents filed with the Commission or used in documents for an offering of securities in connection with the Distribution or an
offering of securities as otherwise contemplated by this Agreement or the transactions contemplated by the Merger Agreement (including, for the avoidance of doubt, the issuance of the SpinCo Debt).

 Notwithstanding the foregoing, for the purpose of the “SpinCo Liabilities” definition, Liabilities to the extent arising from, related to or
resulting from Intellectual Property shall be deemed excluded from each of prongs (c) and (d), in each case, except to the extent that such Liabilities are otherwise covered by prongs (a), (b), (e)-(i) of this definition of “SpinCo
Liabilities.”
 For the avoidance of doubt, the SpinCo Liabilities shall not include any Parent Retained Liabilities or any other Liabilities of any
member of the Parent Group under this Agreement or any Ancillary Agreement, or any Liabilities for Taxes, which shall be governed by the Tax Matters Agreement.

 “ SpinCo Non-U.S. Benefit Plan ” means
 (i) any Non-U.S. Benefit Plan sponsored or maintained by a member of the SpinCo Group or (ii) any Non-U.S. Benefit Plan (other than as set forth in
(i)) sponsored or maintained by Parent and any of its Subsidiaries exclusively for the benefit of the SpinCo Employees or former employees of the SpinCo Business. For the avoidance of doubt, such plans do not include any statutory programs,
including retirement, severance, termination or insurance benefits required by applicable Law.
 “ SpinCo Owned Real
Property ” means the real property owned in fee (or local equivalent) by Parent or any of its Subsidiaries that is listed in Section 1.1(u) of the Disclosure Letter .

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 “ SpinCo Payment ” has the meaning set forth in
 Section 4.1(d) .
 “ SpinCo Policy Pre-Separation Insurance
Matters ” means any (a) circumstance known by the SpinCo Group or the Parent Group or claim made against the SpinCo Group or the Parent Group and reported to the applicable insurer(s) prior to the Distribution Date in respect of an
act, omission or Liability occurring prior to the Distribution Date that results in a Liability under a “claims-made-based” or an “occurrence-reported-based” insurance policy of the SpinCo Group in effect prior to the
Distribution Date or any extended reporting period thereof, or (b) claim (whether made prior to, on or following the Distribution Date) in respect of facts, circumstances, events or matters occurring prior to the Distribution Date, made under
the SpinCo Available Insurance Policies in effect prior to the Distribution Date.
 “ SpinCo Portion ” means that portion
of any Shared Contract or any Surviving Intercompany Arrangement, as applicable, that is related to the SpinCo Business.
 “ SpinCo
Real Property Leases ” means the leases and subleases for the SpinCo Leased Real Property.
 “ SpinCo Registration
Statements ” has the meaning set forth in the Merger Agreement.
 “ SpinCo Shares ” means the ordinary shares,
$0.01 par value per share, of SpinCo.
 “ SpinCo Transaction Expenses ” means, without duplication, to the extent not paid
prior to the Distribution Time, (w) any and all costs, fees and expenses of outside legal counsel, accountants, experts, consultants, brokers, finders, investment bankers and other representatives incurred by or on behalf of SpinCo or any other
member of the SpinCo Group prior to the Distribution; (x) any change in control payment, transaction fee, retention payment or similar obligation or payment, in each case to any SpinCo Employees or Former SpinCo Employees, in each case pursuant
to commitments made by Parent prior to the Distribution and for which a member of the SpinCo Group is liable as of immediately prior to the Distribution and solely as a result of the consummation of the Distribution (excluding, for the avoidance of
doubt, any “double-trigger” change in control payments, transaction fees, retention payments or similar obligations or payments), together with the employer portion of any Taxes payable with respect thereto; (y) any costs arising
from the execution of the physical separation or relocation of any SpinCo Assets or Parent Assets pursuant to the Agreement or any Ancillary Agreement (e.g., moving costs, costs of removing equipment, etc.) and (z) any filing, recording or
similar fees incurred in connection with the transfer of any SpinCo Assets or Parent Assets pursuant to this Agreement or any Ancillary Agreement, in each case, in connection with or related to (i) this Agreement, the Merger Agreement or any
other Transaction Document to which SpinCo or any other member of the SpinCo Group is a party and the authorization, planning, structuring, preparation, drafting, negotiation, execution and performance of the transactions contemplated hereby or
thereby (including the Restructuring, the Distribution, any Separate Conveyances and any fees and expenses for which Parent is responsible under the Merger Agreement), or (ii) the preparation, review and audit of any financial statements of the
SpinCo Business; provided , that SpinCo Transaction Expenses shall exclude any Expenses (as defined in the Merger Agreement) for which Merger Partner is responsible pursuant to the Merger Agreement and, except as set forth in the foregoing
clause (x), any Taxes, which are governed by the Tax Matters Agreement.

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 “ Subsidiary ” of any Person means any corporation or other organization,
whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with
respect to such corporation or other organization, is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries; provided , that the joint ventures listed in Section 1.1(v) of
the Disclosure Letter shall not be considered Subsidiaries of Parent or any of its Subsidiaries.
 “ Surviving Intercompany
Arrangements ” has the meaning set forth in Section 2.3(b) .
 “ Tax ” or
“ Taxes ” has the meaning set forth in the Tax Matters Agreement.
 “ Tax Benefit ” has the meaning set
forth in the Tax Matters Agreement.
 “ Tax Contest ” has the meaning set forth in the Tax Matters Agreement.

 “ Tax Matters Agreement ” means the Tax Matters Agreement, in substantially the form attached hereto as
 Exhibit E , entered into or to be entered into by and between Parent, Eaton Ohio, Eaton HoldCo, SpinCo and Merger Partner on or immediately prior to the Distribution Date.

 “ Tax Record ” has the meaning set forth in the Tax Matters Agreement.

 “ Tax Return ” has the meaning set forth in the Tax Matters Agreement.

 “ Third-Party Claim ” means any written assertion or other commencement by a Person (including any Governmental Authority)
who is not a member of the Parent Group or the SpinCo Group of any claim, demand, inquiry or investigation, or the commencement by any such Person of any Action, against any member of the Parent Group or the SpinCo Group.

 “ Third-Party Proceeds ” has the meaning set forth in Section 5.4(a) .

 “ Total SpinCo Debt ” means, collectively, any debt incurred by SpinCo or any of its Subsidiaries to finance the SpinCo
Payment.
 “ Trademark License Agreements ” means the Trademark License Agreements, in substantially the form attached
hereto as Exhibit D , entered into or to be entered into by and among one or more members of the Parent Group, on the one hand, and one or more members of the SpinCo Group, on the other hand.

 “ Transfer Limitation ” has the meaning set forth in Section 2.1(d) .

 “ Transferring Party ” has the meaning set forth in Section 2.1(d) .

 27

 “ Transition Services Agreement ” means the Transition Services Agreement,
substantially in the form attached hereto as Exhibit G , entered into or to be entered into by and between Parent and SpinCo.

 “ Treasury Regulations ” means the regulations promulgated by the U.S. Treasury Department under the Code.

 “ Unaffiliated Accounting Firm ” has the meaning set forth in Section 2.7(c)(iii) .

 ARTICLE II
 THE
SEPARATION
 Section 2.1 Transfer of Assets and Assumption of Liabilities .

 (a) Restructuring Actions. In accordance with the plan and structure set forth on Section 2.1(a) of the
Disclosure Letter (such plan and structure, as it may be revised in accordance with Section 2.1(k) , being referred to herein as the “ Restructuring Plan ”) and to the extent not previously effected
pursuant to the steps of the Restructuring Plan that have been completed prior to the date of this Agreement, prior to the Distribution, the Parties shall, and shall cause their respective Group members to, execute such instruments of assignment,
transfer or conveyance (the “ Transfer Documents ”) and take such other corporate actions as are necessary to:
 (i)
transfer and convey to one or more members of the SpinCo Group all of the right, title and interest of the Parent Group in, to and under all SpinCo Assets not already owned by the SpinCo Group (other than the Royal Precision Equity Interests, which
shall be transferred pursuant to the Royal Precision Purchase Agreement, and, following a Specified Asset Transfer Election (if any), the Specified Assets, which shall be transferred pursuant to the Specified Asset Purchase Agreement);

 (ii) transfer and convey to one or more members of the Parent Group all of the right, title and interest of the SpinCo Group in, to and under
all Parent Assets not already owned by the Parent Group;
 (iii) cause one or more members of the SpinCo Group to assume all of the SpinCo
Liabilities to the extent such Liabilities would otherwise remain Liabilities of any member of the Parent Group; and
 (iv) cause one or
more members of the Parent Group to assume all of the Parent Liabilities to the extent such Liabilities would otherwise remain Liabilities of any member of the SpinCo Group.

 Parent will work in good faith to effect the Restructuring Plan in a timely manner. Parent will afford Merger Partner a reasonable opportunity to review and
comment on any Transfer Documents prior to execution, and Parent shall give due and good faith consideration to any such reasonable and timely comments ( provided , no such review shall be required if any Transfer Document is based on a form
which Merger Partner has previously reviewed and agreed with Parent, unless such Transfer Document differs from the agreed form in any material respect or would adversely affect SpinCo or Merger Partner). Parent shall keep Merger Partner reasonably

 28

informed of, and, to the extent reasonably requested by Merger Partner from time to time, furnish Merger Partner with information relating to, the determination, transfers or assumptions, as
applicable (including any Consents addressed in Section 2.1(d) ), of the SpinCo Assets that are proposed to be transferred to, and the SpinCo Liabilities that are proposed to be assumed by, the SpinCo Group under any
Transaction Document on a reasonably prompt basis.
 The Royal Precision Equity Interests and, following a Specified Asset Transfer Election (if any), the
Specified Assets, shall be transferred and conveyed in accordance with the Royal Precision Purchase Agreement or the Specified Asset Purchase Agreement, as applicable, and not pursuant to this Agreement.

 (b) SpinCo Wrong Pockets. In the event that it is discovered within twenty-four (24) months after the Distribution that there was
an omission of: (i) the transfer or conveyance by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Parent (or a member of the Parent Group) of any Parent Asset or Parent Liability, as the case may be, or
(ii) the transfer or conveyance by Parent (or a member of the Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any SpinCo Asset or SpinCo Liability, as the case may be, the Parties shall promptly
upon becoming aware of the foregoing, effect such transfer, conveyance, acceptance or assumption of such Asset or Liability, as the case may be, for no consideration and subject to Section 2.5 . Any transfer, conveyance,
acceptance or assumption made pursuant to this Section 2.1(b) shall be treated by the Parties for all purposes as if it had occurred on the earlier of (i) immediately prior to the Separation and (ii) the time such
Assets and Liabilities would have been transferred, conveyed, accepted or assumed in the Local Transfer Agreement for the jurisdiction to which such Assets relate, except as otherwise required by applicable Law or a Final Determination.

 (c) Parent Wrong Pockets. In the event that it is discovered within twenty-four (24) months after the Distribution that there was
a transfer or conveyance (i) by SpinCo (or a member of the SpinCo Group) to, or the acceptance or assumption by, Parent (or a member of the Parent Group) of any SpinCo Asset or SpinCo Liability, as the case may be, or (ii) by Parent (or a
member of the Parent Group) to, or the acceptance or assumption by, SpinCo (or a member of the SpinCo Group) of any Parent Asset or Parent Liability, as the case may be, the Parties shall promptly upon becoming aware of any of the foregoing,
transfer or convey such Asset or Liability back to the transferring or conveying Party or to rescind any acceptance or assumption of such Asset or Liability, as the case may be, for no additional consideration and subject to
 Section 2.5 . Any transfer or conveyance made or acceptance or assumption rescinded pursuant to this Section 2.1(c) shall be treated by the Parties for all purposes as if such Asset or Liability had
never been originally transferred, conveyed, accepted or assumed, as the case may be, except as otherwise required by applicable Law or a Final Determination.

 (d) Delayed Assets; Delayed Liabilities. To the extent that any transfer or conveyance of any Asset or acceptance or assumption of any
Liability (in each case, except with respect to Shared Contracts, which are governed solely by Section 2.4 or Credit Support Instruments, which are governed solely by Article III ) required by this
Agreement or the Separate Conveyancing Instruments to be so transferred, conveyed, accepted or assumed shall not have been completed prior to the Distribution, during the twenty-four (24) month period following the Distribution, the Parties
shall effect (or, in the case of any Registered Intellectual Property or

 29

applications for registered Intellectual Property, in each case, the transfer or conveyance of which hereunder is required to be filed by the Transferring Party with a Governmental Authority in
order to be effected, shall make such filing(s) during such twenty-four (24) month period for) such transfer, conveyance, acceptance or assumption as promptly following the Distribution as shall be practicable. Nothing in this Agreement shall
be deemed to require the transfer or conveyance of any Assets or the acceptance or assumption of any Liabilities which by their respective terms (or the terms of any Contract relating to such Asset or Liability) or under applicable Law cannot be so
transferred, conveyed, accepted or assumed (a “ Transfer Limitation ”); provided , however , that, subject to the terms hereof, the Parties shall use reasonable best efforts to obtain any necessary Governmental Approvals
and other Consents for the transfer, conveyance, acceptance or assumption (as applicable) of such Asset or Liability as required by this Agreement to be so transferred, conveyed, accepted or assumed. In the event that any such transfer, conveyance,
acceptance or assumption (as applicable) has not been completed effective as of the Distribution, the Party retaining such Asset or Liability pursuant to this Section 2.1(d) (or the member of the Party’s Group
retaining such Asset or Liability) (the “ Transferring Party ”) shall thereafter hold such Asset for the use and benefit of the Party (or the member of such Party’s Group) entitled thereto (the “ Receiving
Party ”) (at the expense of the Receiving Party) and retain such Liability for the account, and at the expense, of the Receiving Party. Except as prohibited by applicable Law, with respect to any such Asset that is Intellectual Property,
until such time as such Asset is transferred, accepted or assumed, as applicable, by the Receiving Party, the Transferring Party hereby grants, and shall cause each applicable member of its Group to grant, to the Receiving Party and its Group
(i) a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, sublicensable, right and license (or sub-license,
as the case may be) to use, practice and otherwise exploit such Asset and (ii) a covenant not to sue with respect to the Receiving Party and its Group’s use, practice and exploitation of any such Asset that is Intellectual Property and
solely in connection with the exploitation of such Asset, in each case under the foregoing clauses (i) and (ii), effective as of the Distribution Date. Each Party (and the applicable members of their respective Groups) shall take such other
actions as the Receiving Party shall reasonably request, in each case in order to place the Receiving Party (or the member of its Group), insofar as reasonably possible, in the same position as would have existed had such Asset or Liability been
transferred, conveyed, accepted or assumed (as applicable) as and when contemplated by this Agreement (absent this Section 2.1(d) ), including in respect of possession, use, risk of loss, potential for gain and control over
such Asset or Liability, as the case may be, and all costs and expenses related thereto shall inure to the Receiving Party from the time when such Asset or Liability was contemplated to be transferred pursuant to this Agreement. To the extent a
Transferring Party retains a physical asset pursuant this Section 2.1(d) , unless otherwise agreed by the relevant parties, such Transferring Party will exercise care for such access in the ordinary course consistent with
such Transferring Party’s care for its own physical assets, at the Receiving Party’s expense. As and when any such Asset or Liability becomes transferable or assumable, as the case may be, each Party shall, and shall cause the members of
its Group to promptly effect such transfer, conveyance, acceptance or assumption (as applicable). Any transfer, conveyance, acceptance or assumption made pursuant to this Section 2.1(d) shall be treated by the Parties for
all purposes of this Agreement as if it had occurred as of the Distribution or such earlier effective date as provided in an applicable Local Transfer Agreement, except as otherwise required by applicable Law or a Final Determination. Except as
otherwise required by applicable Law, each Party shall, and shall cause the members of its Group to, (i) treat for all Tax purposes (x) any

 30

Assets retained pursuant to this Section 2.1(d) as owned by the Receiving Party (or applicable member of its Group) entitled to such Asset, and (y) any Liability
retained pursuant to this Section 2.1(d) as a Liability of the Receiving Party (or applicable member of its Group) intended to be responsible for such Liability, in each case not later than the Effective Time, and
(ii) each Party shall file all Tax Returns in a manner consistent with such treatment and not take any Tax position inconsistent therewith except as otherwise required by applicable Law or a Final Determination.

 (e) The Transferring Party (i) shall not be obligated by this Agreement or any Ancillary Agreement, in connection with the arrangements
contemplated by Section 2.1(d) , to expend any money or take any action that would require the expenditure of money unless and to the extent the Receiving Party advances or agrees to reimburse it for the applicable
expenditures, (ii) subject to clause (i), shall use its reasonable best efforts to provide the Receiving Party with such information and assistance as the Receiving Party may reasonably request in order to exercise its rights or perform its
obligations with respect to such Asset or Liability, as applicable and (iii) shall not renew or extend the term of, or increase any of its obligations under, such Asset or Liability, other than at the written request or with the prior written
consent of the Receiving Party.
 (f) Consideration . Notwithstanding anything herein or in any Ancillary Agreement to the contrary,
but subject to Section 2.1(h) and Article III , no Party nor their respective Groups shall be required to (and, with respect to the SpinCo Assets, no member of the Parent Group shall without Merger
Partner’s consent) contribute capital, pay or grant any consideration or concession in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person in order to cause any Transfer Limitation to be
satisfied (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees, in each case of a third-party counterparty
that are incurred in connection with satisfying the applicable Transfer Limitation); provided, that each Party shall be responsible for its own reasonable out-of-pocket
expenses and attorneys’ fees and expenses and the Receiving Party entitled to such Asset or required to assume such Liability, as applicable, shall be responsible for recording or similar fees. For the avoidance of doubt, neither this
 Section 2.1(f) nor Section 2.1(e) will waive or modify Parent’s obligations with respect to SpinCo Transaction Expenses as otherwise provided herein or under the Merger Agreement.

 (g) Evidence of Restructuring. Without limiting any other provision hereof, but subject to Section 2.1(f) ,
each of Parent, Eaton Ohio, Eaton HoldCo, on one hand, and SpinCo, on the other hand, will take, and will cause each member of their respective Group to take, such actions as are reasonably necessary to consummate or evidence the Restructuring
(whether prior to, at or after the Distribution, as applicable). The Parties agree that the manner in which the Restructuring has been or will be implemented is solely as set forth in the Restructuring Plan, as may be modified in accordance with the
terms of this Agreement.
 (h) Novation of Liabilities. Notwithstanding anything herein to the contrary, but subject to
 Article III , in the event that Parent determines to seek a novation or assignment and release with respect to any SpinCo Liability, SpinCo shall reasonably cooperate with, and shall cause the other members of the SpinCo
Group to reasonably cooperate with, Parent and the other members of the Parent Group (including, where necessary, entering into appropriate instruments of assumption subject to the last sentence of Section 2.5 and, where
necessary, SpinCo providing parent guarantees in support of the obligations of other members of the SpinCo Group)

 31

to cause such novation or assignment and release to be obtained, on terms reasonably acceptable to Parent, and to have Parent and the other members of the Parent Group released from all
applicable Liabilities to third parties and, in the event SpinCo determines to seek a novation or assignment and release with respect to any Parent Liability, Parent shall reasonably cooperate with, and shall cause the other members of the Parent
Group to reasonably cooperate with, SpinCo and the other members of the SpinCo Group (including, where necessary, entering into appropriate instruments of assumption subject to the last sentence of Section 2.5 and, where
necessary, Parent providing parent guarantees in support of the obligations of other members of the Parent Group) to cause such novation or assignment and release to be obtained, on terms reasonably acceptable to SpinCo, and to have SpinCo and the
other members of the SpinCo Group released from all applicable Liabilities to third parties; provided , that, no Party nor any other member of its Group shall be required to contribute capital, pay or grant any consideration or concession in
any form (including providing any letter of credit, guaranty or other financial accommodation, except as provided in this Section 2.1(h) ) to any Person in order to cause such novation or assignment and release to be
obtained (other than reasonable out-of-pocket expenses, attorneys’ fees and expenses and recording or similar fees, in each case of a third-party counterparty that
are incurred in connection with the applicable novation or assignment and release); provided, further, that Parent and SpinCo shall not agree to any amendment, modification or other concession with an adverse effect in any respect on any member of
the SpinCo Group or Merger Partner or any of its Affiliates or any of their respective businesses or assets, in each case, in connection with obtaining any such novation, assignment or release, without the prior written consent of Merger Partner.

 (i) SpinCo Joint Venture Interests. With respect to the SpinCo Joint Venture Interests and Other Equity Interests and the joint
ventures listed in Section 1.1(o) of the Disclosure Letter, the Parties shall take the actions set forth on Section 2.1( i ) of the Disclosure Letter .

 (j) Specified Assets . With respect to the Specified Assets, the Parties shall take the actions set forth on
 Section 2.1(j) of the Disclosure Letter .
 (k) Updates to Restructuring Plan. Without limiting any other
provision hereof, in connection with the reorganization contemplated by Section 2.1(a) , each of Parent, Eaton Ohio, Eaton HoldCo and SpinCo will take, and will cause each member of its respective Group to take, such actions
as are reasonably necessary to consummate the transactions contemplated by the Restructuring Plan (whether prior to, at or after the Distribution). Prior to the Distribution, Parent shall be permitted to update, amend, deviate, modify or supplement
the then-current Restructuring Plan (including by making conforming amendments to Section 2.1(a) of the Disclosure Letter ) only if such update, amendment, deviation, modification or supplement (which, for the avoidance of
doubt, would include any additional step or additional description of a step currently included on the Restructuring Plan) (i) is consistent in all respects with the allocation of SpinCo Assets, SpinCo Liabilities, Parent Assets and Parent
Liabilities in accordance with the definitions of such terms and otherwise consistent in all respects with allocations of assets and liabilities in the other Master Ancillary Agreements, (ii) would not reasonably be expected to delay the
occurrence of the Distribution Date, (iii) would not reasonably be expected to result in any non- de minimis incremental Liability (including, for the avoidance of doubt, Tax Liability) to SpinCo or any of its Subsidiaries unless and only
to the extent such incremental Liability is required to be indemnified by Eaton Ohio or Eaton HoldCo pursuant to this Agreement or any

 32

other Master Ancillary Agreement, (iv) would not reasonably be expected to (in light of the terms of this Agreement and the Specified Asset Purchase Agreement) delay the Separate Conveyance
of the Specified Assets beyond the Distribution Date, and (v) would not reasonably be expected (in light of the terms of this Agreement and the other Master Ancillary Agreements) to impede in any material respect the SpinCo Business (any
update, modification or supplement described in this sentence, a “ Permitted Reorganization Amendment ”). For purposes of determining whether there is a non-de minimis incremental Liability,
any change in the amount of Tax Attributes or Tax Benefits to be received by the SpinCo Group as a result of a change in the Restructuring Plan shall not be considered as giving rise to any incremental Liability for purposes of this Agreement.
Parent shall regularly consult in good faith with Merger Partner in the course of the further development of the Restructuring Plan, provide any information reasonably requested by Merger Partner related thereto, and consider in good faith comments
from Merger Partner in respect of such further development of the Restructuring Plan. At such time as Parent notifies Merger Partner in writing that it proposes to make an amendment to the Restructuring Plan, Parent shall consider in good faith any
further comments from Merger Partner. Except as provided in the next sentence, and other than any Permitted Reorganization Amendment (and subject to compliance with the notification and consultation obligations described in the preceding two
sentences), no update, modification or supplement to the then-current Restructuring Plan may be made by Parent without the prior written consent of Merger Partner (such consent not to be unreasonably withheld, conditioned or delayed).
Notwithstanding anything to the contrary in this Agreement or the Merger Agreement, Parent, Eaton Ohio, Eaton HoldCo, SpinCo and their respective Affiliates may, without requiring the written consent of Merger Partner, except to the extent required
pursuant to clause (II) below, prior to the Distribution, take actions to implement the Restructuring Plan (to the extent such actions are not expressly depicted in the Restructuring Plan) including, (i) actions necessary to ensure that,
upon the Distribution, each member of the SpinCo Group shall have the entity classification for U.S. federal income tax purposes shown for each member of the SpinCo Group in the Restructuring Plan, (ii) distributions and other transfers of
excess cash from any members of the SpinCo Group, (iii) transfers (by way of contributions, loans or otherwise) to fund the members of the SpinCo Group to implement the Restructuring Plan, (iv) payments or other transfers to reduce or
eliminate any intercompany indebtedness or other intercompany account and (v) actions necessary to ensure that, upon the Distribution, members of the SpinCo Group do not own any Parent Assets, on the one hand, and members of the Parent Group do
not own the SpinCo Assets; provided , that (I) (x) any such actions shall be consistent with the Intended Tax Treatment and not impede or prevent the delivery of the Parent Tax Opinions or the Merger Tax Opinion, and (y) the
documentation implementing the actions described in clauses (i) and (v) of the foregoing shall be provided in draft form to Merger Partner and its counsel reasonably in advance of undertaking such action, and Merger Partner and its counsel
shall be afforded the right to comment on any such actions described in clauses (i) and (v) of the foregoing and the applicable documentation implementing such actions, and all such comments shall be considered in good faith by Parent and its
counsel, and (II) Merger Partner’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) shall be required solely with respect to any actions described in clauses (i) through (v) that would,
based on information then available to Parent, reasonably be expected to be material and adverse to Merger Partner (taking into account the indemnity obligations under this Agreement or any Ancillary Agreement).

 (l) Cash Matters . Parent shall use reasonable best efforts to cause the applicable members of the SpinCo Group to have, with respect to
each SpinCo Cash Jurisdiction, the amount of cash for such SpinCo Cash Jurisdiction set forth on Section 2.1(l) of the Disclosure Letter .

 33

 Section 2.2 Priority of Agreements . Each of Parent and SpinCo agrees on behalf
of itself and the members of its Group that, except as explicitly provided in this Agreement or any Ancillary Agreement, (a) in the event of any conflict between the terms of this Agreement and the Tax Matters Agreement, the Tax Matters
Agreement will govern with respect to all matters relating to Taxes and Tax Returns, (b) in the event of any conflict between the terms of this Agreement and the Employee Matters Agreement, the Employee Matters Agreement will govern with
respect to all matters relating to employee and employee compensation and benefits-related matters, (c) in the event of any conflict between the terms of this Agreement and the Confirmation of Intellectual Property Assignment and any
Intellectual Property assignment agreements entered into pursuant thereto, the Confirmation of Intellectual Property Assignment and such Intellectual Property assignment agreements will govern with respect to all matters relating to the assignment
of Parent Intellectual Property and SpinCo Intellectual Property and the recordation of the assignment of any registrations or applications of Parent Intellectual Property and SpinCo Intellectual Property that is allocated hereunder or thereunder,
as applicable, (d) in the event of any conflict between the terms of this Agreement and the Intellectual Property Cross License Agreement, the Intellectual Property Cross License Agreement will govern with respect to all matters relating to the
use and licensing of the Intellectual Property identified therein between members of the Parent Group and members of the SpinCo Group, (e) in the event of any conflict between the terms of this Agreement and the Real Estate Matters Agreement,
the Real Estate Matters Agreement will govern all matters relating to the Real Estate Separation Documents, including the allocation and transfer of interests in real property, and (f) in the event of any conflict between the terms of this
Agreement, on the one hand, and any of the Trademark License Agreements, on the other hand, the applicable Trademark License Agreement will govern with respect to all matters relating to the use and licensing of the Marks identified therein between
members of the Parent Group and members of the SpinCo Group. Except as set forth in the immediately preceding sentence in respect of matters governed exclusively by the Ancillary Agreements, in the event and to the extent that there shall be a
conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control (unless this Agreement or the applicable Ancillary Agreement explicitly provides otherwise in respect of
such conflict).
 Section 2.3 Termination of Intercompany Arrangements and Intercompany Accounts; Payments .

 (a) Except as set forth in Section 2.3(b) or Section 2.3(c) , in furtherance of the
releases and other provisions of Section 5.1 , effective as of the Distribution, the Parties agree that any and all Intercompany Arrangements (including any intercompany accounts payable or accounts receivable in effect or
accrued thereunder (“ Intercompany Accounts ”)) that are in existence as of the Distribution Date, shall be deemed terminated without any further liability to a Party or any member its Group; provided , however ,
that if more than one member of any Party’s Group is party to an Intercompany Arrangement, such Intercompany Arrangement shall continue in full force and effect as between the members of such Group and shall be terminated only as between such
Group members that are party thereto, on the one hand, and the members of the other Party’s Group that are party thereto, on the other hand. No such terminated Intercompany Arrangement or Intercompany Account (including any provision thereof
that purports to survive

 34

termination) shall be of any further force or effect after the Distribution Time, and neither Party nor or any member of its Group shall have any liability thereunder after the Distribution Time.
Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. The Parties, on behalf of the members of their respective Groups, hereby waive any advance
notice provision or other termination requirements or conditions with respect to any Intercompany Arrangement.
 (b) The provisions of
 Section 2.3(a) and Section 2.3(c) shall not apply to any of the following Intercompany Arrangements or Intercompany Accounts (or to any of the provisions thereof): (i) this Agreement and the
Ancillary Agreements (and each other Intercompany Arrangement or Intercompany Account contemplated by this Agreement or any Ancillary Agreement to be entered into by any Party or any other member of its Group, including any Real Estate Separation
Document and any Local Transfer Agreement, or created by any Ancillary Agreement, the Merger Agreement and the Transaction Documents (as defined in the Merger Agreement)); (ii) any Intercompany Arrangements to which any third party is a party,
including any Shared Contracts; (iii) any other Intercompany Arrangements or Intercompany Accounts created by any Ancillary Agreement or that this Agreement, any Ancillary Agreement or such Intercompany Arrangement expressly contemplates will
survive the Distribution Date; (iv) any Intercompany Arrangement entered into in connection with the transactions contemplated hereby for the purpose of surviving the Distribution and governing commercial matters between Parent Group and the
SpinCo Group following the Distribution; (v) any intercompany trade payables and trade receivables; and (vi) those Intercompany Arrangements and Intercompany Accounts set forth on Section 2.3(b) of the
Disclosure Letter (collectively, the “ Surviving Intercompany Arrangements ”).
 (c) In connection with the
termination of Intercompany Accounts described in Section 2.3(a) , each of Parent and SpinCo shall cause each Intercompany Account between a member of the SpinCo Group, on the one hand, and a member of the Parent Group, on
the other hand, outstanding as of the close of business on the Business Day immediately prior to the Distribution Date to be settled in the manner provided on Section 2.3(c) of the Disclosure Letter .

 (d)
 (i) Parent and SpinCo
agree to take, or cause the respective members of their respective Groups to take, prior to the Distribution (or as promptly as reasonably practicable thereafter), all actions necessary to amend all contracts or agreements governing (x) the
Parent Accounts so that such Parent Accounts, if linked (whether by automatic withdrawal, automatic deposit or any other authorization to transfer funds from or to, hereinafter “ linked ”) to any SpinCo Account, are de-linked from such SpinCo Accounts and (y) the SpinCo Accounts so that such SpinCo Accounts, if linked to any Parent Account, are de-linked from such Parent Accounts.

 (ii) With respect to any outstanding checks or wire transfers issued by, or payments made by, Parent, SpinCo or any of their respective
Subsidiaries prior to the Distribution, such outstanding checks, wire transfers or payments shall be honored from and after the Distribution by the Person or Group owning the account on which the check is drawn, or the wire transfer or payment is
made, without limiting the ultimate allocation of Liability for such amounts under this Agreement or any Ancillary Agreement.

 35

 (iii) Except to the extent prohibited by applicable Law or a Final Determination, the
Parties contemplate that, from time to time after the Distribution Date, a member of the Parent Group or of the SpinCo Group, as applicable (any such party, the “ Paying Party ”), as a convenience to a member of the SpinCo Group or
of the Parent Group, as applicable (the “ Responsible Party ”), or inadvertently, may make certain payments that are properly the responsibility of the Responsible Party (whether pursuant to this Agreement or otherwise) (any such
payment made, a “ Disbursement ,” and the underlying invoice or similar documentation evidencing such obligation, a “ Disbursement Invoice ”). Similarly, from time to time after the Distribution Date, a member of
the Parent Group or the SpinCo Group, as applicable (any such party, the “ Collecting Party ”), may receive from third parties certain payments to which a member of the SpinCo Group or of the Parent Group, as applicable, is
entitled, including payments made inadvertently (any such party, the “ Disbursement Receiving Party ”, and any such payment received, a “ Receipt ”). Accordingly, with respect to Disbursements and Receipts, the
Parties agree as follows:
 (1) Disbursements . The Responsible Party (or, if Parent is the Responsible Party, either Eaton Ohio, or
Eaton HoldCo, as applicable) shall pay to the Paying Party an amount equal to the amount of such Disbursement, plus any out-of-pocket costs incurred by the Paying Party
related to the processing and payment of such Disbursement (including any bank charges), all of which shall be invoiced or, if applicable, settled in accordance with Section 9.6 of the Disclosure Letter , except as
otherwise provided in this Section 2.3(d)(iii) (including with respect to the time periods specified herein). A Paying Party shall provide such Disbursement Invoices for which it is seeking reimbursement as the Responsible
Party may reasonably request.
 (2) Receipts . A Collecting Party shall remit Receipts monthly in arrears to the Disbursement
Receiving Party in an amount equal to the aggregate amount of such Receipts minus any out-of-pocket costs incurred by the Collecting Party related to the
collection and processing of such Receipts (including any bank charges), all of which shall be paid in accordance with Section 9.6 of the Disclosure Letter (or deducted from any amount to be reimbursed to the
Collecting Party at such time under this Section 2.3(d)(iii) , if applicable), except as otherwise provided in this Section 2.3(d)(iii) (including with respect to the time periods specified herein).

 (3) Certain Exceptions . If, with respect to any particular transaction(s), it is impracticable under the circumstances to comply
with the procedures set forth in this Section 2.3(d)(iii) (including the time periods specified herein), the Parties shall cooperate to find a mutually agreeable alternative that shall achieve substantially equivalent
economic results; provided , however , that, notwithstanding anything to the contrary in Section 9.6 of the Disclosure Letter , if a Collecting Party cannot comply with the procedures set forth in
 Section 2.3(d)(ii…

EX-2.2 · d71897dex22.htm

EX-2.2
 3
 d71897dex22.htm
 EX-2.2

 Exhibit 2.2

 EXECUTION VERSION
 AGREEMENT
AND PLAN OF MERGER
 by and among

 EATON CORPORATION PLC,
 EATON
CORPORATION,
 MOBILITY (USA) CORPORATION,

 ATLAS MOBILITY SUB, INC.
 and

 DANA INCORPORATED
 Dated as
of June 10, 2026

 TABLE OF CONTENTS

 Page

 ARTICLE I DEFINITIONS

 3

 SECTION 1.1.

 Definitions

 3

 SECTION 1.2.

 Cross References

 18

 SECTION 1.3.

 Interpretation

 21

 ARTICLE II THE MERGER

 22

 SECTION 2.1.

 The Merger

 22

 SECTION 2.2.

 Closing

 22

 SECTION 2.3.

 Effective Time

 23

 SECTION 2.4.

 Certificate of Incorporation and Bylaws of the Surviving Corporation

 23

 SECTION 2.5.

 Governance Matters

 23

 ARTICLE III CONVERSION OF SHARES

 24

 SECTION 3.1.

 Effect on Capital Stock

 24

 SECTION 3.2.

 Distribution of Merger Partner Common Stock

 26

 SECTION 3.3.

 Fractional Shares

 28

 SECTION 3.4.

 Parent Equity Compensation Awards

 28

 SECTION 3.5.

 Merger Partner Equity Awards

 29

 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT RELATING TO PARENT

 30

 SECTION 4.1.

 Organization, Good Standing

 30

 SECTION 4.2.

 Corporate Authority

 31

 SECTION 4.3.

 Governmental Filings; No Violations

 31

 SECTION 4.4.

 Litigation

 32

 SECTION 4.5.

 Brokers and Finders

 32

 SECTION 4.6.

 No Other Merger Partner Representation or Warranties

 33

 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT RELATING TO SPINCO

 33

 SECTION 5.1.

 Organization; Good Standing and Qualification

 33

 SECTION 5.2.

 Capital Structure

 34

 SECTION 5.3.

 Corporate Authority; Approval

 35

 SECTION 5.4.

 Governmental Filings; No Violations; Certain Contracts

 37

 SECTION 5.5.

 SpinCo Reports; Financial Statements

 38

 SECTION 5.6.

 Absence of Certain Changes

 40

 SECTION 5.7.

 Litigation and Liabilities

 40

 SECTION 5.8.

 Compliance with Laws; Licenses; Anti-Corruption Laws; Import and Export Laws

 41

 SECTION 5.9.

 SpinCo Material Contracts

 43

 SECTION 5.10.

 Property

 45

 SECTION 5.11.

 Employee Benefits

 47

 i

 SECTION 5.12.

 Labor Matters

 49

 SECTION 5.13.

 Environmental Matters

 51

 SECTION 5.14.

 Taxes

 52

 SECTION 5.15.

 Intellectual Property

 53

 SECTION 5.16.

 Insurance

 55

 SECTION 5.17.

 Takeover Statutes

 55

 SECTION 5.18.

 Brokers and Finders

 55

 SECTION 5.19.

 Sufficiency of the SpinCo Assets

 56

 SECTION 5.20.

 Affiliate Matters

 56

 SECTION 5.21.

 Proxy Statement; SpinCo Registration Statements

 56

 SECTION 5.22.

 Financing

 57

 SECTION 5.23.

 Product Liability

 57

 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF MERGER PARTNER

 58

 SECTION 6.1.

 Organization, Good Standing and Qualification

 58

 SECTION 6.2.

 Capital Structure

 59

 SECTION 6.3.

 Corporate Authority; Approval and Fairness

 60

 SECTION 6.4.

 Governmental Filings; No Violations; Certain Contracts

 61

 SECTION 6.5.

 Merger Partner Reports; Financial Statements

 62

 SECTION 6.6.

 Absence of Certain Changes

 64

 SECTION 6.7.

 Litigation and Liabilities

 64

 SECTION 6.8.

 Compliance with Laws; Licenses; Anti-Corruption Laws; Import and Export Laws

 65

 SECTION 6.9.

 Merger Partner Material Contracts

 67

 SECTION 6.10.

 Real Property

 69

 SECTION 6.11.

 Employee Benefits

 71

 SECTION 6.12.

 Labor Matters

 73

 SECTION 6.13.

 Environmental Matters

 75

 SECTION 6.14.

 Taxes

 76

 SECTION 6.15.

 Intellectual Property

 77

 SECTION 6.16.

 Insurance

 78

 SECTION 6.17.

 Takeover Statutes

 79

 SECTION 6.18.

 Brokers and Finders

 79

 SECTION 6.19.

 Proxy Statement; SpinCo Registration Statements

 79

 SECTION 6.20.

 No Other Parent or SpinCo Representations or Warranties

 79

 SECTION 6.21.

 Financing

 80

 ARTICLE VII COVENANTS

 80

 SECTION 7.1.

 Conduct of Business by Merger Partner Pending the Merger

 80

 SECTION 7.2.

 Conduct of Business by Parent and SpinCo Pending the Merger

 84

 SECTION 7.3.

 Tax Matters

 89

 SECTION 7.4.

 Preparation of the SpinCo Registration Statements, Proxy Statement and Schedule TO; Merger
Partner Stockholders Meeting

 90

 SECTION 7.5.

 Listing; Deregistration

 93

 SECTION 7.6.

 Reasonable Best Efforts

 93

 SECTION 7.7.

 Access to Information

 96

 ii

 SECTION 7.8.

 D&O Indemnification

 96

 SECTION 7.9.

 No Solicitation; Exclusivity

 97

 SECTION 7.10.

 Public Announcements

 101

 SECTION 7.11.

 Expenses

 102

 SECTION 7.12.

 Section 16 Matters

 102

 SECTION 7.13.

 Control of Other Party’s Business

 103

 SECTION 7.14.

 SpinCo Share Issuance

 103

 SECTION 7.15.

 Exchange Offer

 103

 SECTION 7.16.

 Financials

 103

 SECTION 7.17.

 Transaction Documents

 105

 SECTION 7.18.

 Confidentiality

 105

 SECTION 7.19.

 Royal Precision Purchase Agreement

 105

 SECTION 7.20.

 Further Actions

 105

 SECTION 7.21.

 Transaction Litigation

 106

 SECTION 7.22.

 Employee Benefits

 106

 SECTION 7.23.

 Separation and Distribution Agreement Release

 108

 SECTION 7.24.

 Transfer Taxes

 108

 SECTION 7.25.

 Obligations of Merger Sub and SpinCo

 108

 SECTION 7.26.

 Sole Shareholder Approvals

 108

 SECTION 7.27.

 Financing

 109

 SECTION 7.28.

 Merger Partner Existing Credit Agreement

 114

 SECTION 7.29.

 Merger Partner Notes

 115

 SECTION 7.30.

 Resignations

 115

 SECTION 7.31.

 Works Council Matters

 115

 SECTION 7.32.

 Transition Services Agreement; Specified Commercial Arrangements

 115

 SECTION 7.33.

 Parent Names

 116

 SECTION 7.34.

 IT Systems Separation and Migration

 116

 SECTION 7.35.

 IP License Cooperation

 116

 ARTICLE VIII CONDITIONS TO THE MERGER

 117

 SECTION 8.1.

 Conditions to the Obligations of SpinCo, Parent, Merger Partner and Merger Sub to Effect the
Merger

 117

 SECTION 8.2.

 Additional Conditions to the Obligations of Parent, SpinCo and Merger Sub

 118

 SECTION 8.3.

 Additional Conditions to the Obligations of Merger Partner

 119

 ARTICLE IX TERMINATION

 119

 SECTION 9.1.

 Termination by Mutual Consent

 119

 SECTION 9.2.

 Termination by Either Parent or Merger Partner

 120

 SECTION 9.3.

 Termination by Merger Partner

 120

 SECTION 9.4.

 Termination by Parent

 121

 SECTION 9.5.

 Effect of Termination and Abandonment

 121

 iii

 ARTICLE X MISCELLANEOUS

 123

 SECTION 10.1.

 Non-Survival of Representations, Warranties and Agreements

 123

 SECTION 10.2.

 Notices

 123

 SECTION 10.3.

 Amendments and Waivers

 124

 SECTION 10.4.

 Governing Law; Jurisdiction; WAIVER OF JURY TRIAL

 125

 SECTION 10.5.

 Assignment; Parties in Interest; Non-Parties

 127

 SECTION 10.6.

 Captions; Counterparts

 127

 SECTION 10.7.

 Entire Agreement

 128

 SECTION 10.8.

 Severability

 128

 SECTION 10.9.

 Specific Performance

 128

 EXHIBITS

 Exhibit A

 Separation and Distribution Agreement

 Exhibit B

 Certificate of Incorporation of the Surviving Corporation

 Exhibit C

 Royal Precision Purchase Agreement

 iv

 AGREEMENT AND PLAN OF MERGER

 This AGREEMENT AND PLAN OF MERGER, dated as of June 10, 2026, is entered into by and among Eaton Corporation plc, an Irish public
limited company (“ Parent ”), Eaton Corporation, a corporation registered in the State of Ohio (“ Eaton Ohio ”), Mobility (USA) Corporation, a Delaware corporation (“ SpinCo ”), Atlas Mobility Sub,
Inc., a Delaware corporation and newly formed, directly wholly owned Subsidiary of SpinCo (“ Merger Sub ”), and Dana Incorporated, a Delaware corporation (“ Merger Partner ”). Each of the foregoing parties is
referred to herein as a “ Party ” and collectively as the “ Parties .”
 RECITALS

 WHEREAS, Parent, acting through its direct and indirect Subsidiaries, currently conducts the SpinCo Business;

 WHEREAS, contemporaneously with the execution of this Agreement, Parent, SpinCo, Eaton Ohio, Eaton HoldCo and Merger Partner are entering into
the Separation and Distribution Agreement, pursuant to which Parent will, upon the terms and conditions set forth therein and in accordance with the Restructuring, separate the SpinCo Business such that, as of the Distribution, the SpinCo Business
is held by the SpinCo Entities;
 WHEREAS, following the consummation of the foregoing Restructuring transactions and on the Distribution
Date, upon the terms and subject to the conditions set forth in the Separation and Distribution Agreement, Parent, at its election, shall make a distribution to be effected by either (i) causing SpinCo to issue 100% of the SpinCo Shares to the
Parent shareholders on a pro rata basis (the “ One-Step Spin-Off ”), or (ii) the consummation of an exchange offer whereby Parent redeems Parent
Shares held by certain shareholders of Parent electing to participate in such exchange offer in exchange for the issuance of SpinCo Shares by SpinCo to such shareholders (the “ Exchange Offer ”), which, to the extent necessary,
shall be followed by a Clean-Up Spin-Off on the Distribution Date and immediately following the consummation of the Exchange Offer (in each case of clauses (i) and
(ii), the “ Distribution ”), after which 100% of the SpinCo Shares held by Parent will be canceled and extinguished;

 WHEREAS, the Restructuring together with the Distribution is referred to as the “ Separation ”;

 WHEREAS, following the Separation, at the Effective Time, the Parties will effect the merger of Merger Sub with and into Merger Partner, with
Merger Partner continuing as the surviving corporation, all upon the terms and subject to the conditions set forth herein;
 WHEREAS, prior
to or at the Closing, Parent will cause Eaton Ohio to sell, or cause to be sold, the Royal Precision Equity Interests to Merger Partner (or a member of the Merger Partner Group), and Merger Partner (or a member of the Merger Partner Group) will
purchase or cause to be purchased the Royal Precision Equity Interests, in exchange for a cash payment to Eaton Ohio in an aggregate amount equal to the Royal Precision Purchase Price, all in accordance with the terms and subject to the conditions
set forth in the Royal Precision Purchase Agreement;

 WHEREAS, the board of directors of Merger Partner (the “ Merger Partner
Board ”) has unanimously (a) determined that the Merger and this Agreement, and the transactions contemplated hereby, are advisable, fair to, and in the best interests of, Merger Partner and the holders of Merger Partner Common Stock,
(b) approved and adopted this Agreement and approved the execution and delivery of this Agreement by Merger Partner, the performance by Merger Partner of its covenants and other obligations hereunder, and the consummation of the Merger upon the
terms and subject to the conditions set forth herein and (c) resolved to recommend that the stockholders of the Merger Partner adopt this Agreement and approve the Merger in accordance with the DGCL;

 WHEREAS, the board of directors of Parent (the “ Parent Board ”) has unanimously determined that the Merger and this
Agreement are advisable, fair to, and in the best interest of Parent, and approved this Agreement and the Separation and Distribution Agreement and the transactions contemplated hereby and thereby, including the Restructuring, the Distribution and
the Merger;
 WHEREAS, the board of directors of SpinCo (the “ SpinCo Board ”) has unanimously (a) determined that
the Merger and this Agreement are advisable, fair to, and in the best interests of, SpinCo and the holders of SpinCo Shares and has approved this Agreement and the Separation and Distribution Agreement and the transactions contemplated hereby and
thereby, including the Restructuring, the Distribution, the Merger and the issuance of SpinCo Shares pursuant to the Merger (the “ SpinCo Share Issuance ”), and (b) resolved to recommend the approval by the sole stockholder of
SpinCo of the SpinCo Share Issuance;
 WHEREAS, the board of directors of Merger Sub has unanimously (a) determined that the Merger
and this Agreement are advisable and has approved this Agreement and the transactions contemplated hereby, including the Merger and (b) resolved to recommend the adoption of this Agreement by the sole stockholder of Merger Sub; and

 WHEREAS, it is the intention of the Parties that, (a) for U.S. federal income Tax purposes: (i) the Distribution qualify as a tax-free “distribution” under Section 355(a) of the Code to holders of Parent Shares, including the non-recognition of gain and income inclusion by such
holders under Section 367(b) of the Code and the Treasury Regulations promulgated thereunder, and as tax-free to Parent under Section 355(c) of the Code; (ii) the Merger qualify as a tax-free “reorganization” under Section 368(a) of the Code; and (iii) this Agreement constitute a “plan of reorganization” within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) with respect to the Merger; and (b) for Irish Tax purposes, in respect of the Exchange Offer: (i) no liability for dividend
withholding Tax arise for Parent or SpinCo; (ii) no Tax on chargeable gains arise for any of Parent, SpinCo, the holders of SpinCo Shares (except with respect to the receipt of cash in lieu of fractional SpinCo Shares pursuant to
 Section 3.3 ) or the holders of Parent Shares (other than holders of SpinCo Shares or Parent Shares who are resident or ordinarily resident in Ireland or holders of Parent Shares that hold their shares in connection with a
trade or business carried on by such holders in Ireland through a branch or agency) and except with respect to the receipt of cash in lieu of fractional SpinCo Shares, if any; (iii) no stamp duty arise for any of Parent, SpinCo or any of their
shareholders; and (iv) any gain for applicable accounting purposes recognized by Parent on the Exchange Offer will qualify as “excluded equity gain” within the meaning of Section 111P of the Taxes Consolidation Act 1997 (as
amended).

 2

 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 ARTICLE I

 DEFINITIONS

 SECTION 1.1. Definitions . As used herein, the following terms have the following meanings:

 “ Acceptable Confidentiality Agreement ” means a confidentiality agreement that contains provisions that are at least as
restrictive in all material respects as those contained in the Confidentiality Agreement; provided that such confidentiality agreement need not contain any “standstill” or similar provisions or otherwise prohibit the making, or
amendment, of a Competing Proposal.
 “ Action ” means any claim, counterclaim, complaint, petition, hearing, charge,
demand, action, suit, countersuit, arbitration, mediation, inquiry, audit, assessment, proceeding, investigation or litigation by or before any Governmental Authority.

 “ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, including through one or more
intermediaries, controls or is controlled by or is under common control with such Person; provided , however , that, from and after the Effective Time, (a) SpinCo and the other members of the SpinCo Group shall not be considered
Affiliates of Parent or any of the other members of the Parent Group and (b) Parent and the other members of the Parent Group shall not be considered Affiliates of SpinCo or any of the other members of the SpinCo Group. For the purpose of this
definition, “control” (including, with correlative meanings, “controlled by” and “under common control with”), when used with respect to any Person, shall mean the possession, directly or indirectly, of the power
to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or other interests, by contract, agreement, obligation, indenture, note, bond, instrument, lease, license, sublicense
or otherwise. For the avoidance of doubt, following the Effective Time, Affiliates of Merger Partner shall include the SpinCo Entities.

 “ Agreement ” means this Agreement and Plan of Merger, including all Annexes, Exhibits and Schedules hereto (including
the SpinCo Disclosure Letter and Merger Partner Disclosure Letter).

 “ Anti -Corruption Laws ” means Laws relating to
 anti-bribery or anti-corruption (governmental or commercial) that apply to SpinCo, Merger Partner or their respective Subsidiaries, including Laws that prohibit the
corrupt payment, offer, promise or authorization of the payment or transfer of anything of value (including gifts or entertainment), directly or indirectly, to any foreign Government Official or other Person to obtain a business advantage, including
the U.S. Foreign Corrupt Practices Act of 1977 (“ FCPA ”), the U.K. Bribery Act of 2010, the Criminal Justice (Corruption Offences) Act 2018 of Ireland, and all national and international Laws enacted to implement the OECD
Convention on Combating Bribery of Foreign Officials in International Business Transactions.

 3

 “ Applicable Date ” means January 1, 2024.

 “ Benefit Plan ” means any benefit and compensation plan, program, policy, practice, agreement, contract, arrangement
(including employment agreements) or other obligation, whether or not in writing and whether or not funded, in each case, which is sponsored or maintained by, or required to be contributed to, or with respect to which any potential liability
(whether direct or indirect, actual or contingent, including by reason of being treated as a single employer under Section 414 of the Code with any other Person) is borne by (a) Merger Partner or any of its Subsidiaries or (b) a
SpinCo Entity (as the context requires), in each case, including any “employee benefit plans” within the meaning of Section 3(3) of ERISA, employment, consulting, non-compete or non-solicit, retirement, severance, termination or change-in-control agreements, deferred compensation, stock based, incentive bonus,
supplemental retirement, profit sharing, insurance, medical, welfare, fringe or other benefits or remuneration of any kind (other than any Multiemployer Plan).

 “ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banking institutions are authorized or
obligated by Law to be closed in New York City, New York.
 “ Clean-Up Spin-Off ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Code ” means the U.S. Internal Revenue Code of 1986.

 “ Commitment Fees ” means Expenses related to the Financing, including (a) any underwriting fee, upfront fee, commitment
fee, takedown fee, placement fees or discounts, underwriting fees or discounts, purchase fees or discounts or similar fees or discounts payable in connection with the Financing or any debt securities issued in lieu of the bridge loan facility
contemplated in the Debt Commitment Letter, (b) any interest payable with respect to the Financing funded or any debt securities issued in lieu of the bridge loan facility contemplated in the Debt Commitment Letter prior to the Closing Date,
(c) prepayment or redemption premiums with respect to the Financing funded or any debt securities issued in lieu of the bridge loan facility contemplated in the Debt Commitment Letter prior to the Closing Date required to be prepaid or redeemed
in the event the Closing does not occur and (d) those related to any reimbursement and indemnification obligations set forth in the Financing or any related agreement contemplated in the Debt Commitment Letter (including (i) any
underwriting or purchase agreement and (ii) any such Expenses paid prior to the Closing).
 “ Competition Laws ”
means applicable supranational, national, federal, state, provincial or local Laws designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolizing or restraining trade or lessening competition of any other
country or jurisdiction, to the extent applicable to the Merger and the other transactions contemplated by this Agreement, including the HSR Act, the Sherman Act, the Clayton Act, the Federal Trade Commission Act, and other similar competition or
antitrust laws of the United States or any jurisdiction other than the United States.

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 “ Confidentiality Agreement ” means, collectively, that certain
Confidentiality Agreement, dated January 30, 2026, by and between Merger Partner and Parent, as amended by that certain Amended and Restated Confidentiality Agreement, dated March 17, 2026, by and between Merger Partner and Parent, and
that certain Clean Team Confidentiality Agreement, dated March 19, 2026, by and between Merger Partner and Parent.

 “ Confirmation of Intellectual Property Assignment ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Contract ” means any written, or legally binding oral, contract, agreement, understanding, arrangement, subcontract,
loan or credit agreement, note, bond, indenture, mortgage, purchase order, insurance policy, benefit plan, deed of trust, lease, sublease, franchise, permit, authorization, license, instrument, binding commitment, obligation or other undertaking.

 “ Data Protection Laws ” means all Laws governing the collection, use, storage, processing and transfer of Personal Data
or otherwise relating to privacy, security, or Security Breach notification requirements and applicable to the SpinCo Business, or business of the Merger Partner, as applicable, including, Regulation (EU) 2016/679 of the European Parliament and of
the Council of 27 April 2016 (the “ GDPR ”), the Irish Data Protection Acts 1988-2018, the European Communities (Electronic Communications Networks and Services) (Privacy and Electronic Communications) Regulations 2011 (S.I.
No. 336 of 2011), as amended, and all implementing, supplementing or replacing legislation and binding regulations issued thereunder, in each case as amended, re-enacted or replaced from time to time.

 “ DGCL ” means the Delaware General Corporation Law.

 “ Distribution Date ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Distribution Time ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Domain Names ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Eaton HoldCo ” means Eaton Capital Unlimited Company, an Irish public unlimited company.

 “ Eaton Ohio Contribution ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Eaton Ohio Distribution ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Employee Matters Agreement ” means the Employee Matters Agreement, in substantially the form attached as Exhibit A to the
Separation and Distribution Agreement, to be entered into by and between Parent, Eaton Ohio, Eaton HoldCo and SpinCo.

 “ Environment ” means soil, soil gas, sediments, land, wastewater, surface water, groundwater, drinking water, navigable
waters, subsurface strata, vegetation, wetland, natural resources or indoor or ambient air.

 5

 “ Environmental Laws ” means all Laws relating to the pollution or
protection of the Environment, public or worker health and safety (as it relates to exposure to Hazardous Substances), and natural resources, including the manufacture, processing, marketing, labeling, registration, notification, packaging, import,
distribution, use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Substances.

 “ ERISA ” means the Employee Retirement Income Security Act of 1974.

 “ ERISA Plans ” means Benefit Plans that are “employee benefit plans” within the meaning of Section 3(3) of
ERISA and subject to ERISA.
 “ Exchange Act ” means the U.S. Securities Exchange Act of 1934, together with the rules and
regulations promulgated thereunder.
 “ Exchange Ratio ” means one (1), as may be adjusted pursuant to
 Section 3.1(a)(iv) .
 “ Expenses ” means, with respect to any Person, all reasonable and
documented out-of-pocket fees and expenses (including all fees and expenses of counsel, accountants, financial advisors and investment bankers of such Person and its
Affiliates), incurred by such Person and its Subsidiaries or on their behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the Transaction Documents and the transactions
contemplated hereby and thereby (including the Restructuring and the Separation), any litigation with respect thereto, the preparation, printing, filing and mailing of the SpinCo Registration Statements, the Proxy Statement and, if applicable, the
Schedule TO, the filing of any required notices under the HSR Act or other Competition Law or Foreign Investment Law, or in connection with other regulatory approvals, and all other matters related to the Merger or the other transactions
contemplated by this Agreement or the other Transaction Documents.
 “ Foreign Investment Laws ” means any applicable
regulations and rules promulgated under applicable Laws outside of the United States that are designed or intended to screen, prohibit, restrict or regulate foreign investments into such jurisdiction or country, including but not limited to on the
basis of cultural, public order or safety, privacy, national or economic security grounds.
 “ GAAP ” means generally
accepted accounting principles in the United States.
 “ Governmental Authority ” means any federal, state, local,
foreign, international or multinational government, political subdivision, governmental, quasi-governmental authority of any nature (including any department, commission, board, bureau, agency, court or tribunal) or other body exercising
legislative, judicial, regulatory, administrative or taxing authority, arbitrator or arbitral body (public or private) or official of any of the foregoing.

 “ Government Official ” means (a) any official, officer, employee, representative or any Person acting in an official
capacity for or on behalf of any Governmental Authority; (b) any political party or party official or candidate for political office; (c) any public international organization, any department or agency thereof, or any officer, employee or
representative thereof; or (d) any Person or other entity owned in whole or in part, or controlled by any Person described in the foregoing clauses (a), (b) or (c) of this definition.

 6

 “ Governmental Order ” means any order, award, judgment, injunction, writ,
decree (including any consent decree or similar agreed order or judgment), directive, settlement, stipulation, ruling, determination or verdict, whether civil, criminal or administrative, in each case, that is entered, issued, made or rendered by
any Governmental Authority.
 “ Hazardous Substance ” means any (a) substance, material or waste, or pollutant or
contaminant, in each case as defined as hazardous, toxic or words of similar meaning and regulatory effect or regulated by, or for which Liability or standards of conduct may be imposed pursuant to, any Environmental Law, (b) petroleum,
gasoline, diesel fuel, motor oil, waste or used oil, heating oil, kerosene and any other petroleum product, derivative or by-product, (c) asbestos or asbestos-containing material, or toxic mold and
(d) polychlorinated biphenyl, methane, radioactive material or per- and polyfluoroalkyl substance.

 “ HSR Act ” means the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
 “ Import and Export Laws ” means (a) all sanctions, export and re-export Laws of the United States, including the U.S. International Traffic in Arms Regulation, the Export Administration Regulations and U.S. sanctions Laws and regulations administered by OFAC, as applicable,
and (b) all other applicable import and export control Laws in any countries in which (x) Merger Partner and its Subsidiaries or (y) the SpinCo Entities (as applicable) conduct business.

 “ Intellectual Property ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Intellectual Property Cross-License Agreement ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Intended Tax Treatment ” has the meaning set forth in the Tax Matters Agreement.

 “ Interests ” means shares, partnership interests, limited liability company interests or any other equity interest in any
Person.
 “ Intervening Event ” means a material event, fact, development or occurrence with respect to Merger Partner and
its Subsidiaries or the business of Merger Partner and its Subsidiaries, in each case taken as a whole, that is neither known, nor reasonably foreseeable by the Merger Partner Board as of the date hereof or, if known and reasonably foreseeable by
the Merger Partner Board as of the date hereof, the material consequences of which were neither known nor reasonably foreseeable by the Merger Partner Board as of the date hereof; provided that any event, fact, development or occurrence that
involves or relates to a Competing Proposal or a Superior Proposal will not be deemed to constitute an Intervening Event.

 “ IRS ” means the United States Internal Revenue Service.

 “ IT Assets ” means computers, computer software, computer hardware, firmware, middleware, servers, workstations, routers,
hubs, switches, data communications lines, cloud-based systems and platforms, and all other information technology and related equipment, and all data stored therein or processed thereby whether hosted
 on-premises or by any third party.

 7

 “ Knowledge ” means (a) with respect to Parent, the actual knowledge
of the Persons set forth in Section 1.1(a)(i) of the SpinCo Disclosure Letter, (b) with respect to SpinCo, the actual knowledge of the Persons set forth in Section 1.1(a)(ii) of the SpinCo
Disclosure Letter and (c) with respect to Merger Partner, the actual knowledge of the Persons set forth in Section 1.1(a) of the Merger Partner Disclosure Letter.

 “ Law ” means any statute, law, act, code, regulation, ordinance, rule, judgment, rule of common law, order, decree,
Governmental Order, concession, grant, franchise, license, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the
foregoing by, any Governmental Authority.
 “ Leased Real Property ” means, with respect to any Person, all interests in
real property leased, licensed or subleased to, or used pursuant to any written agreement by any such Person.
 “ Lender Related
Parties ” means any lender, including the Lenders, arranger, bookrunner, administrative agent, syndication agent, underwriter, initial purchaser, placement agent, trustee or other Person that has committed, or been engaged, to provide,
arrange or act as agent with respect to any Financing in connection with the transactions contemplated hereby, including the parties named in any joinder agreements, commitment letters, engagement letters, note purchase agreements, indentures or
credit agreements entered into pursuant thereto or relating thereto, their Affiliates, and each current, former or future officer, director, employee, partner, controlling person, advisor, attorney, agent and representative of each such Person or
Affiliate and the successors and permitted assigns of any of the foregoing.
 “ Liability ” means any and all claims,
debts, demands, causes of action, suits, damages, fines, penalties, obligations, prohibitions, accruals, accounts payable, bonds, indemnities and similar obligations, agreements, promises, guarantees, make-whole agreements, and other liabilities,
obligations or requirements of any kind or nature, including all contractual obligations, whether absolute or contingent, matured or unmatured, liquidated or unliquidated, accrued or unaccrued, known or unknown, whenever arising, and including those
arising under any Law, Action, or any award of any arbitrator, and those arising under any Contract, including those arising under this Agreement or any Transaction Document, in each case, whether or not recorded or reflected or required to be
recorded or reflected on the books and records or financial statements of any Person.
 “ Lien ” means all liens, pledges,
licenses, charges, claims, security interests, purchase option, options, restrictions on transfer or other encumbrances.
 “ Merger
Partner Common Stock ” means the common stock, par value $0.01 per share, of Merger Partner.
 “ Merger Partner
Datasite ” means the virtual data room established by Merger Partner for purposes of due diligence of Merger Partner and the Merger Partner Subsidiaries and their respective businesses.

 “ Merger Partner Disclosure Letter ” means the Disclosure Letter delivered by Merger Partner to Parent, SpinCo and
Merger Sub on the date hereof.

 8

 “ Merger Partner Entities ” means Merger Partner and the Merger Partner
Subsidiaries.
 “ Merger Partner Equity Award ” means an equity award granted pursuant to a Merger Partner Stock Plan.

 “ Merger Partner Group ” means Merger Partner and each Person that is a direct or indirect Subsidiary of Merger Partner.

 “ Merger Partner Leased Real Property ” means all Leased Real Property of Merger Partner or any of its Subsidiaries.

 “ Merger Partner Material Adverse Effect ” means any change, event, occurrence, state of facts, condition, circumstance,
development or effect that, individually or in the aggregate with such other changes, events, occurrences, states of facts, conditions, circumstances, developments or effects has, or would reasonably be expected to have, a material adverse effect on
the properties, assets, liabilities, business, operations, results of operations or financial condition of Merger Partner and the Merger Partner Subsidiaries, taken as a whole; provided , however , that, for purposes of the
foregoing, none of the following, in and of itself or themselves shall be deemed to constitute or be taken into account in determining whether there has occurred or would reasonably be expected to occur a Merger Partner Material Adverse Effect:
(a) changes in the economy, commodity, credit or financial markets or political, regulatory or business conditions in the United States or any other countries in which Merger Partner or any of the Merger Partner Subsidiaries has any material
operations; (b) changes that are the result of factors generally affecting the industries in which Merger Partner and the Merger Partner Subsidiaries operate; (c) changes in GAAP or in any Law, including the repeal thereof, or in the
official interpretation thereof, after the date hereof; (d) any failure by Merger Partner to meet any internal or public projections or forecasts or estimates of revenues or earnings for any period ending on or after the date hereof and prior
to the Closing; provided that the exception in this clause (d) shall not prevent or otherwise affect a determination that any change, event, occurrence, state of facts, condition, circumstance, development or effect (not otherwise
excluded under this definition) underlying such failure has resulted in or contributed to, or would reasonably be expected to result in or contribute to, a Merger Partner Material Adverse Effect; (e) any change, event, occurrence, state of
facts, condition, circumstance, development or effect resulting from acts of war (whether or not declared), civil disobedience, hostilities, sabotage (other than cyberattacks), terrorism, military actions or the escalation of any of the foregoing,
any hurricane, flood, tornado, earthquake or other catastrophic weather or natural disaster, or any outbreak of illness or other public health event or any other force majeure event, whether or not caused by any Person (other than Merger Partner,
its Subsidiaries or any of their respective Affiliates or Representatives); (f) any actions taken or omitted to be taken by Parent, Merger Partner or any of their Subsidiaries pursuant to the express requirements of this Agreement or any
actions taken or omitted to be taken with Parent’s prior written consent or at Parent’s written request (except for any obligation to operate in the ordinary course or similar obligation) after disclosure to Parent of all material and
relevant facts and information known by Merger Partner at such time; (g) the public announcement or pendency or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationship of Merger Partner
or any of its Subsidiaries, contractual or otherwise, with customers, employees, unions, suppliers, distributors, financing sources, partners or similar relationship; provided , however , that the exceptions in this clause (g) shall
not apply with respect

 9

to representations and warranties set forth in Section 6.4; or (h) a decline in the market price, or change in trading volume, of the shares of Merger Partner Common Stock on the NYSE;
 provided that the exception in this clause (h) shall not prevent or otherwise affect a determination that any change, event, occurrence, state of facts, condition, circumstance, development or effect (not otherwise excluded under this
definition) underlying such decline or change has resulted in, or contributed to, or would reasonably be expected to result in, or contribute to, a Merger Partner Material Adverse Effect; provided further , that, with respect to
clauses (a), (b), (c) and (e), such change, event, occurrence, state of facts, conditions, circumstance, development or effect shall be taken into account in determining whether a “Merger Partner Material Adverse Effect” has
occurred if and only to the extent it disproportionately adversely affects Merger Partner and its Subsidiaries compared to other companies of similar size operating in the industries in which Merger Partner and its Subsidiaries conduct their
business.
 “ Merger Partner Notes ” means the (i) 3.000% Senior Unsecured Euro Notes due 2029 issued by Dana Financing
Luxembourg S.à r.l., a private limited liability company ( société à responsabilité limitée ) governed by the laws of Grand Duchy of Luxembourg, (ii) 4.250% Senior Unsecured Notes due 2030 issued by
Merger Partner, (iii) 8.500% Senior Unsecured Euro Notes due 2031 issued by Dana Financing Luxembourg S.à r.l., a private limited liability company ( société à responsabilité limitée ) governed by the
laws of Grand Duchy of Luxembourg, and (iv) 4.500% Senior Unsecured Notes due 2032 issued by Merger Partner.
 “ Merger Partner
Owned Intellectual Property ” means all Intellectual Property owned or purported to be owned by Merger Partner or any of the Merger Partner Subsidiaries.

 “ Merger Partner Owned Real Property ” means all Owned Real Property of Merger Partner or any of the Merger Partner
Subsidiaries.
 “ Merger Partner Products ” means all products that are, or have been in the last three (3) years,
sold, offered for sale, marketed, distributed, licensed or otherwise made commercially available by the businesses of the Merger Partner or any of the Merger Partner Subsidiaries.

 “ Merger Partner Service Providers ” means all current or former employees, consultants, contractors, directors or advisors
of Merger Partner or the Merger Partner Subsidiaries.
 “ Merger Partner Stock Plan ” means the Dana Incorporated 2021
Omnibus Incentive Plan, as amended, restated, supplemented or otherwise modified from time to time in accordance with its terms.

 “ Merger Partner Subsidiaries ” means all direct and indirect Subsidiaries of Merger Partner.

 “ Merger Partner Tax Counsel ” means, with respect to U.S. federal income Tax matters, Kirkland & Ellis LLP, and if
Kirkland & Ellis LLP is unable or unwilling to provide the Merger Tax Opinion, such other nationally recognized tax counsel reasonably satisfactory to Merger Partner.

 “Merger Representation Letters ” means the tax representation letters containing customary representations and covenants
reasonably satisfactory in form and substance to Merger Partner Tax Counsel in light of the conclusions to be reached in the Merger Tax Opinion, executed by Merger Partner, Parent and SpinCo and other parties, if required by Merger Partner Tax
Counsel.

 10

 “ NYSE ” means the New York Stock Exchange.

 “ Organizational Documents ” means (a) with respect to any corporation, its articles or certificate of incorporation and
bylaws; (b) with respect to any limited liability company, its articles or certificate of organization or formation and its operating agreement or limited liability company agreement or documents of similar substance; (c) with respect to
any limited partnership, its certificate of limited partnership and partnership agreement or governing or organizational documents of similar substance; and (d) with respect to any other entity, governing or organizational documents of similar
substance to any of the foregoing, in the case of each of clauses (a) through (d), as may be in effect from time to time.

 “ Open Source Software ” means any “free” or “open source” Software, or Software that is otherwise
licensed pursuant to any license approved by (a) the Open Source Initiative and listed at http://www.opensource.org/licenses/ or (b) the Free Software Foundation and listed at https://directory.fsf.org/wiki/Main_Page (including all
versions of the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic
License, the Netscape Public License, and the Sun Industry Standards License (SISL)).
 “ Owned Real Property ” means,
with respect to any Person, all real property owned in fee by such Person together with all buildings, structures, fixtures and improvements of any kind located thereon, and all easements, covenants and other rights appurtenant thereto and all
right, title and interest of such Person, if any, in and to any land lying on the bed of any street, road, avenue or alley, open or closed, in front of or adjoining the applicable real property and to the center line thereof.

 “ Parent Entities ” means Parent and its Subsidiaries, including, prior to the Closing, SpinCo and its Subsidiaries.

 “ Parent Equity Compensation Award ” has the meaning set forth in the Employee Matters Agreement.

 “ Parent Group ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Parent Liabilities ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Parent LTIPs ” has the meaning set forth in the Employee Matters Agreement.

 “ Parent Material Adverse Effect ” means any change, event, occurrence, state of facts, condition, circumstance, development
or effect that would reasonably be expected to prevent, materially impair or materially delay the ability of Parent to perform by the Outside Date its obligations hereunder or under the Separation and Distribution Agreement or to consummate the
transactions contemplated hereby and thereby, including the Merger and the Separation, by the Outside Date.

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 “ Parent Reports ” means the forms, statements, certifications, reports and
other documents filed or furnished to the SEC by Parent, including any amendments thereto.
 “ Parent Shares ” means the
ordinary shares, par value $0.01 per share, of Parent.
 “ Parent Tax Counsel ” means, with respect to U.S. federal income
Tax matters, Skadden, Arps, Slate, Meagher & Flom LLP and, with respect to Irish Tax matters, Arthur Cox LLP, or if Skadden, Arps, Slate, Meagher & Flom LLP or Arthur Cox LLP is unable or unwilling to provide the Parent Spin-Off Tax Opinion or the Parent Irish Tax Opinion, respectively, such other U.S. or Irish, respectively, nationally recognized tax counsel reasonably satisfactory to Parent.

 “ Permits ” means all licenses, permits, franchises, approvals, registrations, authorizations, consents, certifications or
orders of, or filings with, any Governmental Authority.
 “ Permitted Liens ” means (a) mechanics’,
materialmen’s and similar Liens arising or incurred in the ordinary course of business with respect to any amounts not yet due and payable or which are being contested in good faith by appropriate proceedings and for which adequate reserves
have been established in accordance with GAAP; (b) Liens for Taxes (i) not yet due and payable or (ii) which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in
accordance with GAAP; (c) purchase money Liens and Liens securing rental payments under capital lease agreements for personal property; (d) pledges or deposits made in the ordinary course under workers’ compensation legislation,
unemployment insurance Laws or similar Laws; (e) pledges or deposits to secure public or statutory obligations unrelated to any default or violation of any Law; (f) easements, covenants, conditions, rights of way and similar restrictions
on real property that (i) are matters of record or (ii) would be disclosed by a current, accurate survey and, in the case of both (i) and (ii), which do not materially interfere with the present uses of such real property and that are
not violated by the current occupation or use of such real property; (g) other Liens arising in the ordinary course of business and not material to the SpinCo Group or Merger Partner, as applicable, and not incurred in connection with the
borrowing of money; (h) non-exclusive licenses of Intellectual Property (i) granted in the ordinary course of business or (ii) that would not reasonably be expected to, individually or in the
aggregate, be material (as the case may be) to the SpinCo Group, taken as a whole, or Merger Partner and its Subsidiaries, taken as a whole; (i) Liens expressly referred to in the Parent Reports or the Merger Partner Reports; (j) zoning,
building codes and other similar land use Laws regulating the use or occupancy of real property or the activities conducted thereon which are imposed by any Governmental Authority that are not violated by the current occupation or use of such real
property; (k) Liens arising under the Financing; (l) with respect to any Leased Real Property, any Lien to which the fee or any superior leasehold interest is subject; (m) statutory Liens of landlords for rent due under the applicable
lease to the extent such liens are not currently enforceable as a result of a breach or default or which are being contested in good faith and for which adequate reserves have been established in accordance with GAAP; (n) restrictions on
transfer resulting from securities Laws; and (o) Liens described on Section 1.1(b) of the SpinCo Disclosure Letter or Section 1.1(b) of the Merger Partner Disclosure Letter.

 12

 “ Person ” means any individual, firm, corporation, partnership, limited
liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or other entity of any kind.

 “ Personal Data ” means any information defined as “Personal Data,” “Personally Identifiable
Information,” “Personal Information,” or similar term by the Data Protection Laws.
 “ Privacy
Requirements ” means all Data Protection Laws, binding industry standards, Contracts, policies and procedures, in each case to the extent relating to the processing of Personal Data or otherwise relating to privacy, security, or Security
Breach notification requirements and applicable to the SpinCo Business or Merger Partner’s business, as relevant.

 “ Protected Data ” means Personal Data, data subject to the Payment Card Industry Data Security Standard issued by the PCI
Security Standards Council, as it may be amended from time to time (“ PCI DSS ”), and all data and information which is required by Law, Contract, or privacy policy to safeguard and/or keep confidential or private.

 “ Proxy Statement ” means a proxy statement or similar disclosure document or circular relating to the Merger Partner
Stockholders Meeting.
 “ Qualified SpinCo Shares ” means SpinCo Shares received by holders of Parent Shares pursuant to
the Distribution, except for any SpinCo Shares that are received in the Distribution by holders of Parent Shares who acquired their Parent Shares as part of a plan (or series of related transactions) that includes the Distribution, within the
meaning of Section 355(e) of the Code and the Treasury Regulations promulgated thereunder. This definition (and the application thereof) is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted
accordingly.
 “ Real Estate Matters Agreement ” means the Real Estate Matters Agreement, in substantially the form
attached as Exhibit F to the Separation and Distribution Agreement, to be entered into by and between Eaton Ohio, Eaton HoldCo and SpinCo.

 “ Record Date ” means the close of business on the date to be determined by the Parent Board, or a duly authorized committee
thereof, as the record date for determination of holders of record of Parent Shares entitled to receive SpinCo Shares in the Distribution, to the extent the Distribution is effected through a One-Step Spin-Off, or in connection with any Clean-Up Spin-Off.

 “ Registered Intellectual Property ” means Intellectual Property that is the subject of registration (or an application for
registration) with any Governmental Authority and Domain Names.
 “ Representative ” means, with respect to any Person,
such Person’s directors, managers, members, officers, employees, agents, partners, attorneys, accountants, financial advisors, financing sources, consultants, advisors or other Persons acting on behalf of such Person.

 13

 “ Requisite Regulatory Approvals ” means (i) the expiration or
termination of the applicable waiting period under the HSR Act in connection with the Merger (and any extension thereof under the HSR Act), and (ii) all regulatory authorizations, consents, clearances, orders, approvals or expirations of
applicable waiting periods under applicable Competition Laws or Foreign Investment Laws which shall include that the relevant Governmental Authorities decline jurisdiction, as applicable, in the case of clause (ii) as set forth on
 Section 1.1(c) of the SpinCo Disclosure Letter.
 “ Restructuring ” has the meaning set forth in
the Separation and Distribution Agreement.
 “ Royal Precision Equity Interests ” has the meaning set forth in the Royal
Precision Purchase Agreement.
 “ Royal Precision Purchase Agreement ” means the Stock Purchase Agreement, in
substantially the form attached hereto as Exhibit C , to be entered into by and between Eaton Ohio and Merger Partner.

 “ Royal Precision Purchase Price ” has the meaning set forth in the Royal Precision Purchase Agreement.

 “ SEC ” means the United States Securities and Exchange Commission.

 “ Securities Act ” means the Securities Act of 1933.

 “ Security Breach ” means any (a) security breach or unauthorized access or unauthorized use of any of the applicable
Person’s IT Assets, (b) unauthorized access, acquisition, destruction, damage, disclosure, loss, corruption, alteration, or use of any Protected Data, or (c) unauthorized interference with system operations or security safeguards of
the applicable Person’s IT Assets.
 “ Separation and Distribution Agreement ” means that Separation and
Distribution Agreement dated as of the date hereof among Parent, Eaton Ohio, Eaton HoldCo, SpinCo and Merger Partner, attached hereto as Exhibit A .

 “ Separation Tax Representation Letters ” means tax representation letters containing customary representations and covenants
reasonably satisfactory in form and substance to Parent Tax Counsel in light of the conclusions to be reached in the Parent Spin-Off Tax Opinion and the Parent Irish Tax Opinion, executed by Merger Partner,
SpinCo and Parent, and other parties, if required by Parent Tax Counsel.
 “ Separation Transactions ” has the meaning set
forth in the Separation and Distribution Agreement.
 “ Software ” has the meaning set forth in the Separation and
Distribution Agreement.
 “ Specified Commercial Arrangements ” means the commercial arrangements set forth on
 Section 7.32 of the SpinCo Disclosure Letter.
 “ SpinCo Affiliate Contract ” means any
Contract between (a) any SpinCo Entity, on the one hand, and Parent or any of its Subsidiaries (other than any SpinCo Entity), on the other hand or (b) any SpinCo Entity, on the one hand, and any present or former officer or director
of the SpinCo Entities or “immediately family member” thereof (as defined in Rule 16a-1 under the Exchange Act), on the other hand.

 14

 “ SpinCo Assets ” has the meaning set forth in the Separation and
Distribution Agreement.
 “ SpinCo Business ” has the meaning set forth in the Separation and Distribution Agreement.

 “ SpinCo Datasite ” means the virtual data room established by Parent for purposes of due diligence of the SpinCo Entities
and the SpinCo Business.
 “ SpinCo Disclosure Letter ” means the Disclosure Letter delivered by Parent and SpinCo to
Merger Partner on the date hereof.
 “ SpinCo Distribution Registration Statement ” means the registration statement on
Form 10 or on Form S-4/S-1, as applicable, to be filed by SpinCo with the SEC to effect the registration under the Exchange Act or the Securities Act, as
applicable, of the SpinCo Shares in connection with the Distribution, as such registration statement may be amended or supplemented from time to time prior to the Distribution Time.

 “ SpinCo Employee ” has the meaning set forth in the Employee Matters Agreement.

 “ SpinCo Entities ” means SpinCo and the SpinCo Subsidiaries, after giving effect to the Restructuring, including Merger Sub.

 “ SpinCo Group ” has the meaning set forth in the Separation and Distribution Agreement.

 “ SpinCo Intellectual Property ” has the meaning set forth in the Separation and Distribution Agreement.

 “ SpinCo Leased Real Property ” means all Leased Real Property of the SpinCo Entities.

 “ SpinCo Liabilities ” has the meaning set forth in the Separation and Distribution Agreement.

 “ SpinCo Material Adverse Effect ” means any change, event, occurrence, state of facts, condition, circumstance, development
or effect that, individually or in the aggregate with such other changes, events, occurrences, states of facts, conditions, circumstances, developments or effects has, or would reasonably be expected to have, a material adverse effect on the
properties, assets, liabilities, business, operations, results of operations or financial condition of SpinCo and the SpinCo Subsidiaries, taken as a whole; provided , however , that for purposes of the foregoing, none of the
following, in and of itself or themselves shall be deemed to constitute or be taken into account in determining whether there has occurred or would reasonably be expected to occur a SpinCo Material Adverse Effect: (a) changes in the economy,
commodity, credit or financial markets or political, regulatory or business conditions in the United States or any other countries in which SpinCo or any of the SpinCo Subsidiaries has any material operations; (b) changes that are the result of
factors generally affecting industries in which the SpinCo Entities operate; (c) changes in GAAP or in any Law, including the repeal thereof, or in the official interpretation thereof, after the date hereof; (d) any failure by SpinCo to
meet any internal or public projections

 15

or forecasts or estimates of revenues or earnings for any period ending on or after the date hereof and prior to the Closing; provided that the exception in this clause (d) shall not
prevent or otherwise affect a determination that any change, event, occurrence, state of facts, condition, circumstance, development or effect (not otherwise excluded under this definition) underlying such failure has resulted in or contributed to,
or would reasonably be expected to result in or contribute to, a SpinCo Material Adverse Effect; (e) any change, event, occurrence, state of facts, condition, circumstance, development or effect resulting from acts of war (whether or not
declared), civil disobedience, hostilities, sabotage (other than cyberattacks), terrorism, military actions or the escalation of any of the foregoing, any hurricane, flood, tornado, earthquake or other catastrophic weather or natural disaster, or
any outbreak of illness or other public health event or any other force majeure event, whether or not caused by any Person (other than SpinCo, its Subsidiaries or any of their respective Affiliates or Representatives); (f) any actions taken or
omitted to be taken by Parent, SpinCo or any of their Subsidiaries pursuant to the express requirements of this Agreement or any actions taken or omitted to be taken with Merger Partner’s prior written consent or at Merger Partner’s
written request (except for any obligation to operate in the ordinary course or similar obligation) after disclosure to Merger Partner of all material and relevant facts and information known by Parent or SpinCo at such time; (g) the public
announcement or pendency or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationship of SpinCo or any of its Subsidiaries, contractual or otherwise, with customers, employees, unions,
suppliers, distributors, financing sources, partners or similar relationship; provided , however , that the exceptions in this clause (g) shall not apply with respect to the representations and warranties set forth in
Section 5.4; or (h) a decline in the market price, or change in trading volume, of the Parent Shares on the NYSE; provided that the exception in this clause (h) shall not prevent or otherwise affect a determination that any
change, event, occurrence, state of facts, condition, circumstance, development or effect (not otherwise excluded under this definition) underlying such decline or change has resulted in, or contributed to, or would reasonably be expected to result
in, or contribute to, a SpinCo Material Adverse Effect; provided further , that, with respect to clauses (a), (b), (c), and (e), such change, event, occurrence, state of facts, conditions, circumstance, development or effect
shall be taken into account in determining whether a “SpinCo Material Adverse Effect” has occurred if and only to the extent it disproportionately adversely affects SpinCo and its Subsidiaries compared to other companies of similar size
operating in the industries in which SpinCo and its Subsidiaries conduct their business.
 “ SpinCo Merger Registration
Statement ” means the registration statement on Form S-4 to be filed by SpinCo with the SEC to effect the registration under the Securities Act of the SpinCo Share Issuance, as such
registration statement may be amended or supplemented from time to time prior to the Closing.
 “ SpinCo Owned Real
Property ” means all Owned Real Property of the SpinCo Entities.
 “ SpinCo Participants ” has the meaning set
forth in the Employee Matters Agreement.
 “ SpinCo Payment ” has the meaning set forth in the Separation and Distribution
Agreement.
 “ SpinCo Products ” means all products that are, or have been in the last three (3) years, sold, offered
for sale, marketed, distributed, licensed or otherwise made commercially available by the SpinCo Business.

 16

 “ SpinCo Registration Statements ” means the SpinCo Distribution
Registration Statement and the SpinCo Merger Registration Statement.
 “ SpinCo Service Providers ” means all SpinCo
Employees and all current or former consultants, contractors, directors or advisors of SpinCo.
 “ SpinCo Share Issuance ”
has the meaning set forth in the recitals.
 “ SpinCo Shares ” means the shares of common stock, par value $0.01 per
share, of SpinCo.
 “ SpinCo Subsidiaries ” means all direct and indirect Subsidiaries of SpinCo, after giving effect to
the Restructuring, including Merger Sub.
 “ Subsidiary ” means, with respect to any Person, any corporation, limited
liability company, joint venture or partnership of which such Person (a) beneficially owns, either directly or indirectly, fifty percent (50%) or more of (i) the total combined voting power of all classes of voting securities or ownership
interests of such Person, (ii) the total combined equity or ownership interests or (iii) the capital or profit interests, in the case of a partnership, or (b) otherwise has the power to vote or direct the vote of, either directly or
indirectly, sufficient securities or interests to elect a majority of the board of directors or similar governing body.
 “ Tax
Matters Agreement ” means the Tax Matters Agreement, in substantially the form attached as Exhibit E to the Separation and Distribution Agreement, to be entered into by and between Parent, Eaton Ohio, Eaton HoldCo, SpinCo and Merger
Partner.
 “ Tax Returns ” has the meaning set forth in the Tax Matters Agreement.

 “ Taxes ” has the meaning set forth in the Tax Matters Agreement.

 “ Trademark License Agreements ” has the meaning set forth in the Separation and Distribution Agreement.

 “ Transaction Documents ” means the Separation and Distribution Agreement, the Royal Precision Purchase Agreement, the
Employee Matters Agreement, the Tax Matters Agreement, the Real Estate Matters Agreement, the Transition Services Agreement, the Confirmation of Intellectual Property Assignment, the Intellectual Property Cross-License Agreement and the Trademark
License Agreements, and including all annexes, Exhibits, Schedules, attachments and appendices thereto, and any certificate, document or other instrument delivered by any Party to any other Party pursuant to this Agreement or any of the foregoing.

 “ Transition Services Agreement ” means the Transition Services Agreement, substantially in the form attached as Exhibit
G to the Separation and Distribution Agreement, to be entered into by and between Eaton Ohio, Eaton HoldCo and SpinCo.
 “ Treasury
Regulations ” means the regulations promulgated by the U.S. Treasury Department under the Code.

 17

 “ Willful Breach ” means, with respect to any covenant, obligation or
agreement of a Party made in this Agreement, an action or omission taken or omitted to be taken by such Party in material breach of such covenant, obligation or agreement that the breaching party intentionally takes (or intentionally fails to take)
with actual knowledge that such action or omission would, or would reasonably be expected to, result in a breach of such covenant, obligation or agreement.

 SECTION 1.2. Cross References . Each of the following terms is defined in the Section set forth opposite such term:

 Term

 Section

 Agent

 Section 3.2(a)

 Alternative Acquisition Agreement

 Section 7.9(b)(i)(2)

 Alternative Financing

 Section 7.27(b)

 Outside Counsel Only Material

 Section 7.6(e)

 Antitrust Extension Period

 Section 9.2(a)

 Approvals

 Section 7.6(a)

 Bankruptcy and Equity Exception

 Section 4.2

 Certificate of Merger

 Section 2.3

 Chosen Courts

 Section 10.4(b)

 Closing

 Section 2.2

 Closing Date

 Section 2.2

 Common Shares Trust

 Section 3.3(b)

 Competing Proposal

 Section 7.9(f)(i)

 Continuing Employees

 Section 7.22(a)

 Converted PSU Award

 Section 3.5(b)

 Converted RSU Award

 Section 3.5(a)

 Costs

 Section 7.27(f)

 Debt Commitment Letter

 Section 7.27(a)

 Distribution

 Recitals

 Distribution Documents

 Section 5.21

 Distribution Fund

 Section 3.2(a)

 Distribution True-Up Adjustment

 Section 3.1(d)

 DOJ

 Section 7.6(e)

 Eaton Ohio

 Recitals

 Eaton Ohio Contribution

 Recitals

 Eaton Ohio Distribution

 Recitals

 Effective Time

 Section 2.3

 Excess Shares

 Section 3.3(a)

 Exchange Offer

 Recitals

 Existing Credit Agreement

 Section 7.28

 Financing

 Section 7.27(a)

 Financing Agreements

 Section 7.27(d)

 FTC

 Section 7.6(e)

 Indemnified Directors and Officers

 Section 7.8(a)

 Initial SpinCo Audited Financial Statements

 Section 7.16(a)

 Initial SpinCo Audited Financial Statements Delivery Date

 Section 7.16(a)

 Interim Financial Period

 Section 7.16(b)

 18

 Term

 Section

 IT Separation Activities

 Section 7.34(a)

 IT Separation and Migration

 Section 7.34(a)

 IT Separation Costs

 Section 7.34(b)

 Interim Period

 Section 7.1(a)

 Lenders

 Section 7.27(a)

 Merger

 Section 2.1

 Merger Partner

 Preamble

 Merger Partner Approvals

 Section 6.4(a)

 Merger Partner Audited Financial Statements

 Section 7.16(c)

 Merger Partner Board

 Recitals

 Merger Partner Change of Recommendation

 Section 7.9(b)(i)(1)

 Merger Partner Director RSU

 Section 3.5(d)

 Merger Partner Employee List

 Section 3.5(d)

 Merger Partner Interim Financial Statements

 Section 7.16(d)

 Merger Partner IT Assets

 Section 5.15(k)

 Merger Partner Labor Agreements

 Section 6.13

 Merger Partner Licenses

 Section 6.8(b)

 Merger Partner Material Contract

 Section 6.9(a)(xii)

 Merger Partner Non-U.S. Benefit Plan

 Section 6.11(a)

 Merger Partner Notes

 Section 7.30

 Merger Partner Notes Indentures

 Section 7.29

 Merger Partner Payoff Letter

 Section 7.28

 Merger Partner PSUs

 Section 3.5(c)

 Merger Partner Recommendation

 Section 6.3(b)

 Merger Partner Refinancing

 Section 7.27(a)

 Merger Partner Reports

 Section 6.5(a)

 Merger Partner Rollover PSU

 Section 3.5(b)

 Merger Partner Rollover RSU

 Section 3.5(a)

 Merger Partner RSUs

 Section 3.5(c)

 Merger Partner Single-Trigger PSU

 Section 3.5(c)

 Merger Partner Single-Trigger RSU

 Section 3.5(c)

 Merger Partner Stockholder Approval

 Section 6.3(a)

 Merger Partner Stockholders Meeting

 Section 7.4(e)

 Merger Partner Third-Party Consents

 Section 6.4(b)

 Merger Sub

 Preamble

 Merger Sub Approval

 Section 5.3(a)

 Merger Sub Common Stock

 Section 3.1(b)

 Merger Tax Opinion

 Section 7.3(b)(ii)

 Morgan Stanley

 Section 4.5

 Multiemployer Plan

 Section 5.11(f)

 Multiple Employer Plan

 Section 5.11(f)

 Noteholder Action

 Section 7.29

 Notice Period

 Section 7.9(b)(ii)

 OFAC

 Section 5.8(e)

 One-Step
 Spin-Off

 Recitals

 19

 Term

 Section

 Outside Date

 Section 9.2(a)

 Parent

 Preamble

 Parent Approvals

 Section 4.3(a)

 Parent Board

 Recitals

 Parent Irish Tax Opinion

 Section 7.3(b)(i)

 Parent Nominees

 Section 2.5(c)

 Parent Spin-Off Tax Opinion

 Section 7.3(b)(i)

 Parent Tax Opinions

 Section 7.3(b)(i)

 Parent Third-Party Consents

 Section 4.3(b)

 Parties

 Preamble

 Party

 Preamble

 Redemption

 Section 7.29

 Regulatory Litigation

 Section 7.6(d)

 Remedial Actions

 Section 7.6(d)

 Required Financial Statements

 Section 7.27(d)

 Sarbanes-Oxley Act

 Section 5.5(e)

 Schedule TO

 Section 7.4(a)

 Securities Filings

 Section 7.4(c)

 Separation

 Recitals

 SpinCo

 Preamble

 SpinCo Audited Financial Statements

 Section 7.16(a)

 SpinCo Board

 Recitals

 SpinCo Employee List

 Section 5.12(i)

 SpinCo Financial Statements

 Section 5.5(a)

 SpinCo Initial Interim Financial Statements

 Section 5.5(b)

 SpinCo Interim Financial Statements

 Section 7.16(b)

 SpinCo IT Assets

 Section 5.15(h)

 SpinCo Labor Agreements

 Section 5.12(a)

 SpinCo Licenses

 Section 5.8(b)

 SpinCo Material Contract

 Section 5.9(a)(x)

 SpinCo Non-U.S. Benefit Plan

 Section 5.11(a)

 SpinCo Proposal

 Section 7.9

 SpinCo Share Issuance

 Recitals

 SpinCo Shareholder Approval

 Section 5.3(a)

 SpinCo Third-Party Consents

 Section 5.4(b)

 Superior Proposal

 Section 7.9(f)(ii)

 Surviving Corporation

 Section 2.1

 Takeover Statute

 Section 5.17

 Termination Fee

 Section 9.5(b)(iii)

 Threshold Percentage

 Section 3.1(d)

 Transfer Taxes

 Section 7.24

 WARN Act

 Section 5.12(d)

 20

 SECTION 1.3. Interpretation .

 (a) Unless the context of this Agreement otherwise requires:

 (i) (A) words of any gender include each other gender and neuter form; (B) words using the singular or plural number also include the
plural or singular number, respectively; (C) derivative forms of defined terms will have correlative meanings; (D) the terms “hereof,” “herein,” “hereby,” “hereto,” “herewith,”
“hereunder” and derivative or similar words refer to this entire Agreement; (E) the terms “Article,” “Section,” “Annex,” “Exhibit,” “Schedule,” and “Disclosure
Letter” refer to the specified Article, Section, Annex, Exhibit, Schedule or Disclosure Letter of this Agreement and references to “paragraphs” or “clauses” shall be to separate paragraphs or clauses of the
Section or subsection in which the reference occurs; (F) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation,” and (G) the word
“or” shall be disjunctive but not exclusive;
 (ii) references to Contracts (including this Agreement) and other documents or
Laws shall be deemed to include references to such Contract, document or Law as amended, supplemented or modified from time to time in accordance with its terms and the terms hereof, as applicable, and in effect at any given time (and, in the case
of any Law, to any successor provisions);
 (iii) references to any federal, state, local, foreign or supranational statute or other Law
shall include all rules and regulations promulgated thereunder; and
 (iv) references to any Person include references to such
Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person succeeding to its functions and capacities.

 (b) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent. The Parties
acknowledge that each Party and its attorney has reviewed and participated in the drafting of this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party, or any similar rule
operating against the drafter of an agreement, shall not be applicable to the construction or interpretation of this Agreement.
 (c)
Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day,
then such action may be deferred until the next Business Day.
 (d) The phrase “to the extent” shall mean the degree to which a
subject or other thing extends, and such phrase shall not mean simply “if.”
 (e) The term “writing,”
“written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

 (f) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP unless the context
otherwise requires.

 21

 (g) All monetary figures shall be in United States dollars unless otherwise specified.

 (h) No reference in this Agreement to dollar amount thresholds shall be deemed to be evidence of a SpinCo Material Adverse Effect or Merger
Partner Material Adverse Effect, as applicable, or materiality.
 (i) Unless otherwise appropriate, specified or necessary for a
representation or warranty to be true, each of the representations and warranties of the Parties set forth herein shall be deemed to be made as if the Restructuring and the transactions contemplated under the Royal Precision Purchase Agreement have
been consummated as of the date such representation and warranty is made hereunder.
 (j) The phrases “filed,”
“furnished,” “provided,” “delivered” or “made available” when used with respect to information or documents means that such information or documents have been physically or electronically delivered to
the relevant Party (and includes that such information or documents have been furnished to its Representatives acting on its behalf or posted to the Merger Partner Datasite or the SpinCo Datasite, as applicable, or are otherwise publicly available
on the SEC website and thereby provided to such Party).
 ARTICLE II

 THE MERGER

 SECTION 2.1. The Merger . At the Effective Time and upon the terms and subject to the conditions of this Agreement, Merger Sub
shall be merged with and into Merger Partner (the “ Merger ”) in accordance with the applicable provisions of the DGCL, the separate existence of Merger Sub shall cease and Merger Partner shall continue as the surviving
corporation of the Merger (sometimes referred to herein as the “ Surviving Corporation ”) and shall succeed to and assume all the rights, powers and privileges and be subject to all of the obligations of Merger Sub in
accordance with the DGCL. As a result of the Merger, Merger Partner shall become a wholly owned Subsidiary of SpinCo. References herein to “Merger Partner” with respect to the period from and after the Effective Time shall be deemed to
be references to the Surviving Corporation. At the Effective Time, the effects of the Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL.

 SECTION 2.2. Closing . Unless the transactions herein contemplated shall have been abandoned and this Agreement terminated pursuant
to Section 9.1 , Section 9.2 , Section 9.3 or Section 9.4 , the closing of the Merger and the other transactions contemplated hereby
(the “ Closing ”) shall take place on the Distribution Date and promptly following the Distribution Time after the conditions set forth in Article VIII (other than those conditions, including the
consummation of the Distribution, that are to be satisfied or by their nature may only be satisfied at or immediately prior to the Closing, but subject to the satisfaction of all such conditions by or at the Closing) have been satisfied or, to the
extent permitted by applicable Law, waived, at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York 10019, unless another date, time or place is agreed to in writing by Parent and
Merger Partner. The date on which the Closing actually occurs is hereinafter referred to as the “ Closing Date .”

 22

 SECTION 2.3. Effective Time . On the Closing Date, SpinCo and Merger Sub shall
file a certificate of merger relating to the Merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and shall make all other filings or
recordings required under the DGCL. The Merger shall become effective at the time the Certificate of Merger shall have been duly filed with the Secretary of State of the State of Delaware, or such later time as Merger Partner and SpinCo shall agree
and specify in the Certificate of Merger (such time as the Merger becomes effective being the “ Effective Time ”).

 SECTION 2.4. Certificate of Incorporation and Bylaws of the Surviving Corporation .

 (a) Without limiting the obligations in Section 7.8 , the certificate of incorporation of Merger Partner shall, by
virtue of the Merger, be amended and restated in its entirety to read as set forth in Exhibit B to this Agreement and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until
thereafter duly amended in accordance with such certificate of incorporation, this Agreement and applicable Law.
 (b) Without limiting the
obligations in Section 7.8 , the Parties shall take all actions necessary so that the bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the bylaws of the Merger Partner, until thereafter
amended, restated or amended and restated in accordance therewith or by applicable Law.
 SECTION 2.5. Governance Matters .

 (a) The Parties shall take all action necessary such that, at the Effective Time, (i) the name of SpinCo is “Dana
Incorporated” and (ii) the trading symbol for SpinCo Shares shall be “DAN.”
 (b) As of the Effective Time, the
members of management of SpinCo shall include the persons and positions set forth on Schedule 2.5(b) ; provided that in the event that the parties become aware prior to the Effective Time that any such person is unwilling or unable
to serve as a member of management of SpinCo as of the Effective Time, then Parent and Merger Partner shall in good faith agree upon a mutually acceptable replacement. Other members of management of SpinCo may be selected by the Parties in
accordance with the principles and procedures set forth on Schedule 2.5(b) .
 (c) As of the Effective Time, the SpinCo Board shall
consist of the following directors: (i) all then current Merger Partner directors as of the Effective Time; (ii) one (1) current executive officer of Parent designated by Parent prior to the Effective Time; and (iii) two (2) current
Parent directors that are designated by Parent prior to the Effective Time, in the case of individuals in clauses (ii) and (iii), which persons shall meet the requirements under the rules and regulations of NYSE to be considered independent
directors of the SpinCo Board and shall have skills that are complementary to those of the existing Merger Partner directors and which shall otherwise be subject to Merger Partner’s prior approval, which shall not be unreasonably withheld,
conditioned or delayed (the individuals in clauses (ii) and (iii) collectively, the “ Parent Nominees ”). The Parties shall take all action necessary such that, from and after the Effective Time, SpinCo shall nominate the
Parent Nominees to stand for election to the SpinCo Board at each annual meeting held through the second annual meeting of the SpinCo shareholders following the Closing Date and SpinCo shall recommend that its stockholders vote in favor of the
election of the Parent Nominees at each such annual meeting.

 23

 (d) Bruce McDonald shall serve as Executive Chairman of the SpinCo Board following the
Effective Time; provided that in the event the parties become aware prior to the Effective Time that Bruce McDonald is no longer serving as, or is unwilling or unable to serve as, Executive Chairman of the Merger Partner Board as of the
Effective Time, Parent and Merger Partner shall in good faith agree upon a mutually acceptable replacement.
 (e) As soon as practicable
following the Effective Time, the SpinCo Board shall form an Integration & Synergy Realization Committee, which shall be chaired by a director of the SpinCo Board designated by Parent prior to or as of the Effective Time.

 (f) The Parties shall take all action necessary such that, as of the Effective Time, the directors and officers of the Surviving Corporation
shall be such individuals as designated in writing by Merger Partner prior to the Effective Time.
 ARTICLE III

 CONVERSION OF SHARES

 SECTION 3.1. Effect on Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of Parent,
SpinCo, Merger Sub or Merger Partner or any holder of the capital stock of Parent, SpinCo, Merger Sub or Merger Partner:
 (a) Conversion
of Merger Partner Capital Stock .
 (i) Each share of Merger Partner Common Stock issued and outstanding as of the Effective Time (other
than shares canceled in accordance with Section 3.1(a)(ii) ) shall be automatically converted into the right to receive a number of SpinCo Shares equal to the Exchange Ratio, subject to adjustment in accordance with
 Section 3.1(a)(iv) .
 (ii) Each share of Merger Partner Common Stock held by Merger Partner as treasury stock or
by Parent or any Subsidiary of Parent, including SpinCo and Merger Sub, in each case, immediately prior to the Effective Time shall be canceled and shall cease to exist and no stock or other consideration shall be issued or delivered in exchange
therefor.
 (iii) Each share of Merger Partner Common Stock issued and outstanding immediately prior to the Effective Time, when converted
in accordance with this Section 3.1 , shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of such shares shall cease to have any rights with respect thereto, except
the right to receive the SpinCo Shares as provided in Section 3.1(a)(i) and any dividends or distributions and other amounts payable in accordance with Section 3.2(c) .

 (iv) The Exchange Ratio and any other similarly dependent items shall be adjusted to reflect fully the appropriate effect of any stock split, split-up, reverse stock split, stock dividend or distribution of Merger Partner Common Stock, SpinCo Shares, Parent Shares or securities convertible into any such securities, reorganization, recapitalization,
reclassification or other like change with respect to Merger Partner Common Stock, SpinCo Shares or Parent Shares having a record date occurring on or after the date of this Agreement and prior to the Effective Time, other than the Restructuring;
 provided that nothing in this Section 3.1(a)(iv) shall be construed to permit Parent, SpinCo or Merger Partner to take any action with respect to its securities that is prohibited by the terms of this Agreement.

 24

 (v) Notwithstanding anything to the contrary in this Agreement, if Merger Partner declares a
dividend or other distribution on Merger Partner Common Stock in accordance with the terms and conditions of this Agreement and for which the record date precedes the Effective Time and the payment date occurs on or after the Effective Time, then
(A) the holders of Merger Partner Common Stock as of such record date shall remain entitled to receive such dividend or distribution on the applicable payment date and (B) the Surviving Corporation shall be responsible for the payment of
any such dividend or distribution that has not been paid prior to the Effective Time.
 (b) Merger Sub Common Stock . At the
Effective Time, each share of common stock, at no par value per share, of Merger Sub (“ Merger Sub Common Stock ”) issued and outstanding immediately prior to the Effective Time shall be automatically converted into one fully paid
and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
 (c) SpinCo Shares . Each SpinCo
Share that is issued and outstanding immediately prior to and at the Effective Time shall remain outstanding following the Effective Time.

 (d) Distribution Ratio True-Up . If the condition set forth in
 Section 7.3(b)(i) would be unable to be satisfied because immediately after the Effective Time, the percentage of outstanding Qualified SpinCo Shares held by holders of Parent Shares would be less than 50.1% (the
“ Threshold Percentage ”) of all the stock of SpinCo (including (i) any instruments that are treated as stock for U.S. federal income Tax purposes and (ii) any stock that may be issued after the Effective Time, pursuant to
the exercise or settlement of an option or other Contract acquired or entered into on or before the Effective Time that may be regarded as having been acquired or entered into on or before the Effective Time as part of a “plan” or
“series of related transactions” of which the Distribution is a part within the meaning of Section 355(e) of the Code (for the avoidance of doubt, taking into account the safe harbors under Treasury Regulations Section 1.355-7(d)), determined without regard to the adjustments under this Section 3.1(d) ), then (x) Parent shall promptly provide notice to Merger Partner setting forth in
detail the reasons the condition set forth in Section 7.3(b)(i) would be unable to be satisfied, (y) Parent shall consider in good faith any comments provided by Merger Partner and (z) the aggregate number of
SpinCo Shares to be issued and allocated or exchanged (as applicable) to the holders of Parent Shares pursuant to Section 4.3 of the Separation and Distribution Agreement shall be increased such that the number of Qualified SpinCo Shares held
by holders of Parent Shares equals the Threshold Percentage, if and to the extent necessary after considering Merger Partner’s comments pursuant to clause (y) of this Section 3.1(d) ; provided ,
notwithstanding anything herein to the contrary, if the aggregate number of SpinCo Shares to be issued and allocated or exchanged (as applicable) to the holders of Parent Shares pursuant to Section 4.3 of the Separation and Distribution
Agreement is increased pursuant to this Section 3.1(d) , then the amount of the SpinCo Payment distributed pursuant to the Separation and Distribution Agreement shall be decreased by an amount equal to the product of
(1) an amount equal to the closing price per share of Merger Partner Common Stock on the trading day immediately prior to the Distribution, multiplied by (2) the number of additional

 25

SpinCo Shares required to be issued pursuant to the adjustment set forth in this Section 3.1(d) (the “ Distribution
 True-Up Adjustment ”); provided , further , that notwithstanding anything to the contrary herein, there shall be no decrease in the amount of the SpinCo Payment to the extent any increase
pursuant to this Section 3.1(d) in aggregate number of SpinCo Shares to be issued and allocated or exchanged (as applicable) to the holders of Parent Shares pursuant to Section 4.3 of the Separation and Distribution
Agreement is required by reason of any actions taken by Merger Partner or any of its Affiliates (for the avoidance of doubt, excluding SpinCo and any other member of the SpinCo Group) (other than any such actions expressly required by the
Transaction Documents (including the Restructuring Plan)).
 SECTION 3.2. Distribution of Merger Partner Common Stock .

 (a) Agent . Prior to the Effective Time, Merger Partner will appoint a bank or trust company reasonably acceptable to Parent as
distribution agent (the “ Agent ”). Prior to or substantially concurrently with the Effective Time, SpinCo shall deposit or cause to be deposited with the Agent, for the benefit of the holders of Merger Partner Common Stock and for
distribution in accordance with this Article III , through the Agent, book-entry authorizations representing the SpinCo Shares (such SpinCo Shares, together with any dividends or
distributions and other amounts payable in accordance with Section 3.2(c) , being hereinafter referred to as the “ Distribution Fund ”) issuable pursuant to Section 3.1 upon
conversion of outstanding shares of Merger Partner Common Stock. The Agent shall, pursuant to irrevocable instructions, deliver the SpinCo Shares contemplated to be issued pursuant to Section 3.1 from the SpinCo Shares held
in the Distribution Fund. If SpinCo deposits such shares into the Distribution Fund prior to the Effective Time and the Merger is not consummated, the Agent shall promptly return such shares to SpinCo. The Distribution Fund shall not be used for any
other purpose.
 (b) Distribution Procedures . Promptly after the Effective Time, the Agent shall, and SpinCo shall cause the Agent
to, deliver to each Person who was the record holder of shares of Merger Partner Common Stock following the Distribution and immediately prior to the Effective Time the number of whole SpinCo Shares, from the Distribution Fund, that such holder has
the right to receive pursuant to the provisions of Section 3.1(a)(i) (and cash in lieu of any fractional share of SpinCo Shares pursuant to Section 3.3 and any dividends or other distributions
pursuant to Section 3.2(c) ). The Agent shall not be entitled to vote or exercise any rights of ownership with respect to SpinCo Shares held by it from time to time hereunder, except that it shall receive and hold all
dividends or other distributions paid or distributed with respect thereto for the account of the Persons entitled thereto.
 (c)
 Distributions with Respect to Undistributed Shares . No dividends or other distributions declared or made with respect to SpinCo Shares with a record date after the Effective Time shall be paid or otherwise delivered to the former holders of
Merger Partner Common Stock with respect to any SpinCo Shares that are not able to be distributed by the Agent to such holder promptly after the Effective Time, whether due to a legal impediment to such distribution or otherwise. Subject to the
effect of applicable Laws, following the distribution of any such previously undistributed SpinCo Shares after the Effective Time, there shall be paid to the record holder of such SpinCo Shares, without interest, (i) at the time of the
distribution, to the extent not previously paid, the amount of cash payable in lieu of fractional SpinCo Shares to which such holder is entitled pursuant to Section 3.3 and the amount of dividends or other distributions
with a

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record date after the Effective Time theretofore paid with respect to such whole SpinCo Shares and (ii) at the appropriate payment date therefor, the amount of dividends or other
distributions with a record date after the Effective Time but prior to the distribution of such SpinCo Shares and a payment date subsequent to the distribution of such SpinCo Shares payable with respect to such whole SpinCo Shares. SpinCo shall
deposit in the Distribution Fund all such dividends and distributions.
 (d) No Further Ownership Rights in SpinCo Shares . All
SpinCo Shares issued in respect of shares of Merger Partner Common Stock in accordance with the terms of Section 3.1(a)(i) and this Section 3.2 (including any cash paid in lieu of fractional shares
pursuant to Section 3.3 ) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Merger Partner Common Stock.

 (e) Termination of Distribution Fund . Any portion of the Distribution Fund made available to the Agent that remains undistributed to
the former holders of Merger Partner Common Stock on the one-year anniversary of the Effective Time shall be delivered to SpinCo, and any former holders of Merger Partner Common Stock who as of such time have
not received SpinCo Shares in accordance with this Article III shall thereafter look only to SpinCo for payment of their claim for SpinCo Shares and any dividends, distributions or cash in lieu of fractional shares with
respect to SpinCo Shares (subject to any applicable abandoned property, escheat or similar Law).
 (f) No Liability . Neither Parent,
the Surviving Corporation, Merger Partner, Merger Sub, the Agent nor any other Person shall be liable to any holder of Merger Partner Common Stock for SpinCo Shares (or dividends or distributions with respect thereto or with respect to SpinCo
Shares) or cash properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.
 (g)
 Closing of Transfer Books . From and after the Effective Time, the stock transfer books of Merger Partner shall be closed and no transfer shall be made of any shares of capital stock of Merger Partner that were outstanding immediately prior to
the Effective Time.
 (h) Tax Withholding . Parent, SpinCo, Merger Partner, Merger Sub, the Surviving Corporation, the Agent or any
other applicable withholding agent shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the consideration or any amounts otherwise payable pursuant to this Agreement such amounts as are required to be deducted and
withheld with respect to the making of such payment under the Code or under any provision of state, local or non-U.S. Tax Law. To the extent that amounts are so deducted and withheld and timely paid over to
the appropriate Governmental Authority, such deducted and withheld amounts will be treated for all purposes of this Agreement as having been paid to the applicable recipient.

 (i) No Appraisal Rights . In accordance with Section 262 of the DGCL, no appraisal rights shall be available to holders of Merger
Partner Common Stock in connection with the Merger.

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 SECTION 3.3. Fractional Shares .

 (a) No fractional SpinCo Shares shall be issued in connection with the Merger, and no certificates or scrip or book-entry credit of the same
for any such fractional shares shall be issued. Any holder of Merger Partner Common Stock who would otherwise be entitled to fractional SpinCo Shares shall, in lieu of such fraction of a share, be entitled to receive, from the Agent in accordance
with the provisions of this Section 3.3 , a cash payment representing such holder’s proportionate interest, if any, in the proceeds from the sale by the Agent (reduced by any fees of the Agent attributable to such
sale) in one or more transactions of SpinCo Shares equal to the excess of (i) the aggregate number of SpinCo Shares to be delivered to the Agent by SpinCo pursuant to Section 3.2(a) over (ii) the aggregate number
of whole SpinCo Shares to be distributed to the holders of shares of Merger Partner Common Stock pursuant to Section 3.2(b) (such excess, the “ Excess Shares ”). Parent, SpinCo, Merger Partner and
Merger Sub acknowledge that payment of the cash consideration in lieu of issuing fractional SpinCo Shares was not separately bargained-for consideration but merely represents a mechanical rounding off for
purposes of avoiding the expense and inconvenience to SpinCo that would otherwise be caused by the issuance of fractional SpinCo Shares. As soon as practicable after the Effective Time and in no case later than ten (10) Business Days after the
Effective Time, the Agent, as agent for the holders of Merger Partner Common Stock that would otherwise receive fractional SpinCo Shares, shall sell the Excess Shares at then prevailing prices on the NYSE in the manner provided in the following
paragraph.
 (b) The sale of the Excess Shares by the Agent, as agent for the holders of Merger Partner Common Stock that would otherwise
receive fractional SpinCo Shares, shall be executed on the NYSE and shall be executed in round lots to the extent practicable. Until the proceeds of such sale or sales have been distributed to the holders of Merger Partner Common Stock, the Agent
shall hold such proceeds in trust for the holders of Merger Partner Common Stock that would otherwise receive fractional SpinCo Shares (the “ Common Shares Trust ”). The Agent shall determine the portion of the Common Shares
Trust to which each holder of Merger Partner Common Stock shall be entitled, if any, by multiplying the amount of the aggregate proceeds comprising the Common Shares Trust by a fraction, the numerator of which is the amount of the fractional share
interest to which such holder of Merger Partner Common Stock would otherwise be entitled and the denominator of which is the aggregate amount of fractional share interests to which all holders of Merger Partner Common Stock would otherwise be
entitled.
 (c) As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Merger Partner
Common Stock in lieu of any fractional SpinCo Shares, the Agent shall make available such amounts to such holders of shares of Merger Partner Common Stock, without interest, subject to and in accordance with Section 3.2 .

 SECTION 3.4. Parent Equity Compensation Awards . Each Parent Equity Compensation Award held by a SpinCo Service Provider as of
the Effective Time shall be treated as set forth in the Employee Matters Agreement; provided that, at or prior to the Effective Time, to effectuate the treatment of Parent Equity Compensation Awards held by any SpinCo Participants as set forth in
the Employee Matters Agreement, Merger Partner shall either (i) establish or adopt an equity compensation plan or (ii) utilize Merger Partner’s existing equity compensation plan.

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 SECTION 3.5. Merger Partner Equity Awards .

 (a) Treatment of Merger Partner Rollover RSUs . At the Effective Time, each restricted stock unit granted under any Merger Partner Stock
Plan that vests solely based on continued service that was granted after 2024 (each, a “ Merger Partner Rollover RSU ”) and is outstanding as of immediately prior to the Effective Time, other than Merger Partner Director RSUs
(which are not Merger Partner Rollover RSUs), shall, automatically and without any action on the part of the holder thereof, be converted into an award of restricted stock units corresponding to a number of SpinCo Shares (each, a “ Converted
RSU Award ”) (rounded down to the nearest whole number of shares) equal to (1) the applicable number of shares of Merger Partner Common Stock subject to such Merger Partner Rollover RSU immediately prior to the Effective Time
 multiplied by (2) the Exchange Ratio. Except as otherwise provided in this Section 3.5(a) , each such Converted RSU Award shall continue to have, and shall be subject to, the same terms and conditions as applied
to the corresponding Merger Partner Rollover RSU immediately prior to the Effective Time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions (if any) and any “double-trigger”
vesting provisions applicable to such Merger Partner Rollover RSUs).
 (b) Treatment of Merger Partner Rollover PSUs . At the
Effective Time, each restricted stock unit granted under any Merger Partner Stock Plan that has performance-based vesting conditions and that was granted after 2024 (each, a “ Merger Partner Rollover PSU ”) that is
outstanding as of immediately prior to the Effective Time shall, automatically and without any action on the part of the holder thereof, be converted into an award of performance-based restricted stock units that vests based on continued service and
achievement of relevant performance metrics, adjusted as described in Section 3.5(b) of the Merger Partner Disclosure Letter (each, a “ Converted PSU Award ”) corresponding to a target number of SpinCo
Shares (rounded down to the nearest whole number of shares) equal to (1) the applicable target number of shares of Merger Partner Common Stock subject to such Merger Partner Rollover PSU immediately prior to the Effective Time, multiplied
by (2) the Exchange Ratio. Except as otherwise provided in this Section 3.5(b) , each such Converted PSU Award shall continue to have, and shall be subject to, the same terms and conditions (other than
performance-based vesting conditions, which shall be modified as set forth on Section 3.5(b) of the Merger Partner Disclosure Letter) as applied to the corresponding Merger Partner Rollover PSU immediately prior to the
Effective Time (including the requirement to perform continued services to satisfy applicable time-based vesting conditions and any “double-trigger” vesting provisions applicable to such Merger Partner Rollover PSUs).

 (c) Treatment of Merger Partner Single-Trigger RSUs and Merger Partner Single-Trigger PSUs . At the Effective Time, each
(1) restricted stock unit granted under any Merger Partner Stock Plan that vests solely based on continued service, other than Merger Partner Director RSUs and that was granted in or prior to 2024 (each, a “ Merger Partner
Single-Trigger RSU ” and together with the Merger Partner Rollover RSUs, the “ Merger Partner RSUs ”) and (2) restricted stock unit granted under any Merger Partner Stock Plan that has performance-based
vesting conditions and that was granted in or prior to 2024 (each, a “ Merger Partner Single-Trigger PSU ” and together with the Merger Partner Rollover PSUs, the “ Merger Partner P SUs ”), that is
outstanding as of immediately prior to the Effective Time shall, in each case, automatically and without any action on the part of the holder thereof, be fully vested as of immediately prior to the Effective Time, and all rights in respect thereof
shall be cancelled and automatically converted into a number of shares of Merger Partner Common Stock equal to the number of shares of Merger Partner Common Stock underlying such Merger Partner Single-Trigger RSU or Merger Partner Single-Trigger
PSU, as applicable, with performance (as applicable) measured based on (x) the greater of target or actual performance for any completed portion of the relevant performance period and (y) the greater of target or actual performance as
measured as of the Effective Time for any Merger Partner Single-Trigger PSUs with an open performance period, and, in each case, such Merger Partner Common Stock shall be treated as set forth in Section 3.1 of this
Agreement.

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 (d) Treatment of Merger Partner Non-Employee
Director RSUs . At the Effective Time, each restricted stock unit held by a current or former non-employee director of the Merger Partner Board granted under any Merger Partner Stock Plan (each, a
“ Merger Partner Director RSU ”) that is outstanding as of immediately prior to the Effective Time shall, automatically and without any action on the part of the holder thereof, be fully vested as of immediately prior to the
Effective Time, and all rights in respect thereof shall be cancelled and automatically converted into a number of shares of Merger Partner Common Stock equal to the number of shares of Merger Partner Common Stock underlying such Merger Partner
Director RSU award, and such Merger Partner Common Stock shall be treated as set forth in Section 3.1 of this Agreement.

 (e) Merger Partner Dividend Equivalent Rights . Any Merger Partner dividend equivalent rights associated with any Merger Partner RSU,
Merger Partner PSU or Merger Partner Director RSU shall be treated in the same manner as the award to which such dividend equivalent rights relate in accordance with this Section 3.5 , in each case, pursuant to the terms of
the relevant Merger Partner Stock Plan immediately prior to the Effective Time, after giving effect to any “change in control” provisions under the applicable award agreement, Merger Partner Stock Plan or other document governing such
right or award.
 (f) Merger Partner Actions . Prior to the Effective Time, Merger Partner and the Merger Partner Board (and the
Merger Partner Compensation Committee), as applicable, shall pass resolutions and take such other actions as are necessary or appropriate to effectuate the treatment of the Merger Partner RSUs, Merger Partner PSUs and Merger Partner Director RSUs as
contemplated by this Section 3.5 .
 ARTICLE IV

 REPRESENTATIONS AND WARRANTIES OF PARENT RELATING TO PARENT

 Except (i) as set forth in the publicly available Parent Reports filed with the SEC on or after the Applicable Date and prior to the date
hereof (excluding, in each case, any disclosures (other than statements of historical fact) contained or referenced therein under the captions “Risk Factors,” “Forward-Looking Statements,” “Quantitative and Qualitative
Disclosures About Market Risk” and any other disclosures contained or referenced therein of information, factors or risks that are cautionary, predictive or forward-looking in nature); provided , this exception (i) shall apply only
to the extent that the relevance of such disclosure to the applicable representation and warranty is readily apparent on its face or (ii) as set forth in the corresponding sections or subsections of the SpinCo Disclosure Letter (it being agreed
that, for purposes of the representations and warranties set forth in this Article IV , disclosure of any item in any section or subsection of the SpinCo Disclosure Letter shall be deemed disclosure with respect to any other
section or subsection to which the relevance of such item is readily apparent on its face), Parent hereby represents and warrants to Merger Partner as of the date hereof and as of the Closing Date that:

 SECTION 4.1. Organization, Good Standing . Parent is a legal entity duly organized, validly existing and, to the extent such concept
is applicable, in good standing under the Laws of its jurisdiction of organization.

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 SECTION 4.2. Corporate Authority . Parent has all requisite corporate power and
authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, except for such further action of the Parent Board required, if
applicable, to establish the Record Date and the Distribution Date, the effectiveness of the declaration of the Distribution by the Parent Board, or a duly authorized committee thereof (which is subject to the satisfaction or, to the extent
permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by Parent of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective
Time and the consummation of the transactions contemplated hereby or thereby have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of Parent is necessary to authorize this
Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time, except for such further action of the Parent Board, or a duly authorized committee thereof, required, if applicable, to establish the Record Date and
the Distribution Date, and the effectiveness of the declaration of the Distribution by the Parent Board or a duly authorized committee thereof (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the
conditions set forth in the Separation and Distribution Agreement). Each of this Agreement and the Transaction Documents to which Parent is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it
and (assuming that each of this Agreement and the applicable Transaction Documents to which each of Merger Partner and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Merger
Partner and Merger Sub (as applicable)) constitutes or will constitute the legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “ Bankruptcy and Equity Exception ”).

 SECTION 4.3. Governmental Filings; No Violations .

 (a) Other than the filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or
authorizations pursuant to, in compliance with or required to be made under, (i) the DGCL, (ii) the Exchange Act and the Securities Act, (iii) the HSR Act, (iv) those set forth in Section 4.3(a)(iv) of
the SpinCo Disclosure Letter, (v) the rules and regulations of the NYSE, (vi) applicable provisions of Irish Law to the extent required to effect the Restructuring or the Distribution and (vii) the state securities, takeover and
“blue sky” Laws (the filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods and authorizations contemplated by the foregoing clauses (i) through (vii), the “ Parent
Approvals ”), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by Parent from or to be given by Parent to, or to be made by
Parent with, any Governmental Authority in connection with the execution, delivery and performance by Parent of this Agreement and the Transaction Documents to which Parent is or will be a party as of the Effective Time and the consummation of the
Merger and the other transactions contemplated by this Agreement and the Transaction Documents, except those the failure to make, give or obtain would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse
Effect.

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 (b) Other than the filings, notices, reports, consents, registrations, approvals, permits,
waivers, expirations of waiting periods or authorizations set forth in Section 4.3(b) of the SpinCo Disclosure Letter (the filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of
waiting periods and authorizations set forth therein, the “ Parent Third-Party Consents ”), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations that
are related to or used in connection with the businesses or any of the operations of the SpinCo Business, as currently operated, are required to be obtained by Parent from, or to be given by Parent to, or to be made by Parent with, any Person that
is not a Governmental Authority in connection with the execution, delivery and performance by Parent of this Agreement and the Transaction Documents to which it is or will be a party as of Effective Time and the consummation of the Merger and the
other transactions contemplated by this Agreement and the Transaction Documents, or in connection with the continuing operation of the SpinCo Business after the Effective Time, except those the failure to make, give or obtain would not, individually
or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.
 (c) The execution, delivery and performance by
Parent of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time do not, and the consummation of the Merger and the other transactions contemplated by this Agreement and the Transaction Documents will
not, constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of Parent, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of
or a default under, the loss of any benefit under, the creation or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the SpinCo Business pursuant to any Contract binding upon Parent or,
assuming (solely with respect to performance of this Agreement and the Transaction Documents and consummation of the Merger and the other transactions contemplated by this Agreement and the Transaction Documents) compliance with the matters referred
to in Section 4.3(a) and receipt of all Parent Third-Party Consents, under any applicable Law to which Parent is subject or (iii) any change in the rights or obligations of any party under any Contract legally binding
upon Parent, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to
have a Parent Material Adverse Effect.
 SECTION 4.4. Litigation . There are no Actions pending or, to Parent’s Knowledge,
threatened against Parent or any of its Subsidiaries that seek to enjoin, or would reasonably be expected to have the effect of preventing, making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement and the
Transaction Documents, except as would not, individually or in the aggregate, reasonably be expected to have a Parent Material Adverse Effect.

 SECTION 4.5. Brokers and Finders . Other than Morgan Stanley & Co. LLC (“ Morgan Stanley ”) (the
Expenses of which will be paid by Parent), no agent, broker, finder, investment banker, financial advisor or other similar Person is entitled to any brokerage fee, finders’ fee or other similar fee or commission for which Merger Partner,
Merger Sub, the Surviving Corporation or any SpinCo Entity would be liable in connection with this Agreement or the Transaction Documents or the transactions contemplated hereby or thereby.

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 SECTION 4.6. No Other Merger Partner Representation or Warranties . Parent
acknowledges and agrees that, except for the representations and warranties of Merger Partner expressly set forth in this Agreement or any Transaction Document, neither Merger Partner nor any of its Subsidiaries nor any other Person acting on behalf
of Merger Partner or any of its Subsidiaries makes any representation or warranty, express or implied and Parent is not relying on any representation or warranty, express or implied, other than the representations and warranties expressly set forth
in Article VI . Without limiting the generality of the foregoing, Parent acknowledges that no representations or warranties are made with respect to any projections, forecasts, estimates or budgets with respect to Merger
Partner and the Merger Partner Subsidiaries that may have been made available to Parent, SpinCo or any of their Representatives by Merger Partner or its Representatives.

 ARTICLE V

 REPRESENTATIONS AND WARRANTIES OF PARENT RELATING TO SPINCO

 Except (i) as set forth in the publicly available Parent Reports filed with the SEC on or after the Applicable Date and prior to the date
hereof (excluding, in each case, any disclosures (other than statements of historical fact) contained or referenced therein under the captions “Risk Factors,” “Forward-Looking Statements,” “Quantitative and Qualitative
Disclosures About Market Risk” and any other disclosures contained or referenced therein of information, factors or risks that are cautionary, predictive or forward-looking in nature); provided , this exception (i) shall apply only
to the extent that the relevance of such disclosure to the applicable representation and warranty is readily apparent on its face, or (ii) as set forth in the corresponding sections or subsections of the SpinCo Disclosure Letter (it being
agreed that, for purposes of the representations and warranties set forth in this Article V , disclosure of any item in any section or subsection of the SpinCo Disclosure Letter shall be deemed disclosure with respect to any
other section or subsection to which the relevance of such item is readily apparent on its face), Parent hereby represents and warrants to Merger Partner as of the date hereof and as of the Closing Date that:

 SECTION 5.1. Organization; Good Standing and Qualification .

 (a) Each of SpinCo and Merger Sub is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good
standing under the Laws of its jurisdiction of organization.
 (b) Each SpinCo Subsidiary is a legal entity duly organized, validly
existing and, to the extent such concept is applicable, in good standing under the Laws of its respective jurisdiction of organization and each SpinCo Entity (including Merger Sub) has all requisite corporate or similar power and authority to own,
lease and operate the properties, rights and assets that will be contributed to such SpinCo Entity pursuant to the Separation and Distribution Agreement and to carry on its business as presently conducted (or, as of the Effective Time, as will be
conducted) and is duly licensed and qualified to do business and, to the extent such concept is applicable, is in good standing as a foreign corporation or other legal entity in each jurisdiction where the

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ownership, leasing or operation of its assets or properties that will be contributed to such SpinCo Entity pursuant to the Separation and Distribution Agreement or conduct of its business
requires such licensing or qualification, except where the failure to be so organized, licensed or qualified or, to the extent such concept is applicable, in good standing, or to have such power or authority, individually or in the aggregate, have
not resulted, and would not reasonably be expected to result, in a material adverse effect on or prevent, materially delay or materially impair the ability of Parent and the SpinCo Entities to perform their respective obligations hereunder or under
the Transaction Documents or to consummate the transactions contemplated hereby or thereby. Parent has made available to Merger Partner prior to the date hereof (or, in case of each SpinCo Entity other than SpinCo and Merger Sub, will make available
to Merger Partner prior to the Closing) complete and correct copies of the Organizational Documents, each as amended, restated or amended and restated to the date hereof or, in the case of a SpinCo Entity other than SpinCo and Merger Sub, to the
Closing Date of SpinCo and each SpinCo Entity, and each as so delivered, is (or, with respect to SpinCo Entities other than SpinCo and Merger Sub, will prior to the Closing be) in full force and effect.

 (c) Section 5.1(c) of the SpinCo Disclosure Letter contains a complete and correct list of each SpinCo Entity existing as of the date
hereof, including the equity of such SpinCo Entity and the jurisdiction where each SpinCo Entity is organized. Parent has made available to Merger Partner true and complete copies of the Organizational Documents of SpinCo and Merger Sub as in effect
on the date hereof.
 SECTION 5.2. Capital Structure .

 (a) As of the date hereof, the authorized capital stock of SpinCo consists of 1,000 SpinCo Shares and the issued and outstanding capital stock
of SpinCo consists of 1,000 SpinCo Shares, all of which are owned, and will be owned immediately prior to the Distribution, by Parent or an Affiliate of Parent. Except for the SpinCo Shares, there are no shares of common stock, preferred stock or
other equity interests of SpinCo issued or outstanding. As of immediately following the Distribution and prior to the Effective Time of the Merger, there shall be no shares of common stock, preferred stock or other equity interests in SpinCo issued
or outstanding except the SpinCo Shares issued in connection with the Distribution pursuant to and in accordance with the Separation and Distribution Agreement, following which, the holders of Parent Shares (as of the record date for the
Distribution) will own 100% of the SpinCo Shares. All of the outstanding SpinCo Shares have been, and all of the SpinCo Shares that may be issued prior to the Effective Time as contemplated by this Agreement and the Separation and Distribution
Agreement and all shares issued pursuant to the SpinCo Share Issuance will be when issued, duly authorized, validly issued, fully paid and nonassessable and not issued in violation of any preemptive right or other similar right. No bonds,
debentures, notes or other indebtedness of any SpinCo Entity having the right to vote (or convertible or exchangeable into or exercisable for securities having the right to vote) on any matters on which holders of shares of capital stock of SpinCo
(including SpinCo Shares) may vote are, or as of the Effective Time will be, issued or outstanding. As of the date hereof, SpinCo has no SpinCo Shares reserved for issuance. Section 5.2(a) of the SpinCo Disclosure Letter
contains a complete and correct list of all outstanding Parent Equity Compensation Awards held by a SpinCo Service Provider (identified as a SpinCo Service Provider as of the date hereof) under the Parent LTIPs as of June 9, 2026, including the
number of Parent Shares subject to each Parent Equity Compensation Award (at target and maximum performance)

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and the date of grant, vesting schedule (including whether the vesting will be accelerated by the execution of this Agreement or consummation of the Merger or by termination of employment
following consummation of the Merger) and, where applicable, exercise price with respect to each Parent Equity Compensation Award. Immediately prior to the Effective Time, there will be outstanding a number of SpinCo Shares determined in accordance
with Section 7.14 (which, for the avoidance of doubt, immediately prior to the Effective Time, shall not include SpinCo Shares to be received in exchange for Merger Partner Common Stock in connection with the Merger). No
shares of Parent Common Stock are held by any Subsidiary of Parent.
 (b) Except as set forth in Section 5.2(b)
of the SpinCo Disclosure Letter, all of the out…